Tech Mahindra Proposes 1:1 Bonus Issue and Capital Increase

Type of Meeting: Postal Ballot (no physical meeting)
Cut-off Date for Voting Eligibility: Friday, 16 October 2026
Voting Period: Remote e-voting commences on Friday, 23 October 2026 at 9:00 a.m. (IST) and ends on Saturday, 21 November 2026 at 5:00 p.m. (IST)

Current Authorised Share Capital: ₹924,30,00,000 (Rupees nine hundred twenty-four crore and thirty lakhs only) divided into 184,86,00,000 Equity Shares of ₹5 each
Proposed Increase: To ₹1,000,00,00,000 (Rupees one thousand crore only) divided into 200,00,00,000 Equity Shares of ₹5 each
Creation of additional 15,14,00,000 Equity Shares of ₹5 each
Consequent amendment to Clause V(a) of the Memorandum of Association

Ratio: 1:1 (one new fully paid-up Bonus Equity Share for every one existing fully paid-up equity share)
Source of Funds: Capitalization of amounts from Securities Premium Account and/or Retained Earnings and/or General Reserves and/or any other permitted Reserves
Face Value: ₹5 per share
Record Date: To be determined by the Board
Shares will be issued in dematerialized form only and rank pari-passu with existing shares
Appropriate adjustments will be made to outstanding employee stock options

Voting Method: Remote e-voting only through NSDL platform
Physical polling or postal ballot forms are not being used
Members holding shares in physical or dematerialized form as on 16 October 2026 are eligible to vote
Once a vote is cast, it cannot be changed or recast
Proxy voting is not permitted for postal ballot

Primary Scrutinizer: Mr. Jayavant B. Bhave, Practicing Company Secretary (Membership No. F4266, Certificate of Practice No.: 3068), proprietor of M/s. J.B. Bhave & Co., Company Secretaries
Alternate Scrutinizer: Ms. Ruchi Bhave, Practicing Company Secretary (Membership No.: F13324, Certificate of Practice No.: 27019) if primary is unavailable
Role: To scrutinize the postal ballot process and votes cast in a fair and transparent manner
The Scrutinizer's decision on the validity of the Postal Ballot shall be final

The Postal Ballot is conducted in compliance with:

Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
MCA Circular nos. 14/2020, 17/2020, 09/2023, 09/2024, and 03/2025
Regulation 44 and other applicable regulations of SEBI Listing Regulations
SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3 October 2024
Secretarial Standard-2 on General Meetings issued by ICSI

Notice sent only through electronic mode (email) to members with registered email addresses
Physical copies of Notice, Postal Ballot Form, and pre-paid business reply envelope are not being sent
Documents available on company website (www.techmahindra.com/investors/shareholder-information) and NSDL website (www.evoting.nsdl.com)

The results of the Postal Ballot will be:

Declared within stipulated timelines after the voting period ends
Communicated to BSE Limited and National Stock Exchange of India Limited
Uploaded on company website (www.techmahindra.com) and NSDL website (www.evoting.nsdl.com)
Displayed along with Scrutinizer's Report at the Registered Office and Corporate Office

Current Issued, Subscribed and Paid-up Share Capital: ₹490,10,25,200 comprising 98,02,05,040 Equity Shares of ₹5 each, fully paid-up
The company has not defaulted in payment of any statutory dues of employees
No outstanding fixed deposits, debt securities, or partly paid-up equity shares as on the notice date
The bonus issue proposal marks the company's 40th anniversary since incorporation

For e-voting assistance, members can contact:

NSDL Helpdesk: Mr. Sagar S. Gudhate, Assistant Vice President at +91 22 4886 7000 or evoting@nsdl.com
E-voting Event Number (EVEN): 143362
Members must quote their name, DP ID, Client ID/Folio No., and EVEN in all communications