Tech Mahindra proposes 1:1 bonus; seeks shareholder nod via postal ballot

• Type of action: Issue of Bonus Equity Shares (Ordinary Resolution – Item No. 2)
• Bonus ratio: 1:1 – “one (1) new fully paid-up Bonus Equity Share of Rs. 5/- (Rupees five only) each for every one (1) existing fully paid-up equity share of Rs. 5/- (Rupees five only) each” (Item No. 2 resolution text)
• Face value: Rs. 5/- per equity share
• Source of funds: Capitalisation of amounts standing to the credit of the Securities Premium Account and/or Retained Earnings and/or General Reserves and/or any other permitted Reserves, as per the Standalone Audited Financial Statements for the year ended 31 March 2026 (Item No. 2)
• Authorised share capital (current): Rs. 9,24,30,00,000/- divided into 1,84,86,00,000 equity shares of Rs. 5/- each (Item No. 1 and Explanatory Statement)
• Proposed authorised share capital: Rs. 10,00,00,00,000/- divided into 2,00,00,00,000 equity shares of Rs. 5/- each (Item No. 1)
• Cut-off date for voting eligibility: Friday, 16 October 2026 (cover letter and Notes, Section A and B)
• Remote e-voting period: From Friday, 23 October 2026, at 9:00 a.m. (IST) to Saturday, 21 November 2026, at 5:00 p.m. (IST) (cover letter and main Notice introduction)
• E-voting EVEN: 143362 (Notes, Section B, point 10 and Step II)
• Record Date for bonus issue: To be determined by the Board; referred to only as “the Record Date, as may be determined by the Board for this purpose” (Item No. 2). No specific calendar date is stated in the filing.

The Item No. 2 resolution states that, if approved, Tech Mahindra will issue and allot Bonus Equity Shares of Rs. 5/- each, credited as fully-paid, to members whose names appear in the Register of Members/List of Beneficial Owners “as on the Record Date, as may be determined by the Board for this purpose, in the ratio of 1:1”.

Eligibility is therefore tied to being on the company’s register or in the depositories’ beneficial owner lists on the Record Date that the Board will fix later. The Record Date itself is not specified in the Postal Ballot Notice.

The company clarifies that the new bonus shares will:

• Be issued in dematerialised mode only and
• “rank pari-passu in all respects with the fully paid-up equity shares of the Company as on the Record Date set for the purpose of Bonus Issue” (Item No. 2, further resolutions).

For members who still hold shares in physical form, the Notice states that bonus shares will be credited to a new demat suspense account until they are credited in dematerialised form to the beneficiaries’ accounts. The voting rights on such bonus shares held in the demat suspense account “shall remain frozen” (Item No. 2).

The Explanatory Statement notes that, as on the date of the Notice, the Issued, Subscribed and Paid-up Share Capital is Rs. 4,90,10,25,200/- comprising 98,02,05,040 Equity Shares of Rs. 5/- each, fully paid-up. In view of the proposed bonus issue, the authorised capital is proposed to be increased to Rs. 10,00,00,00,000/- divided into 2,00,00,00,000 Equity Shares of Rs. 5/- each.

The postal ballot is entirely through remote e-voting, using NSDL’s platform:

• Members holding shares in physical or dematerialised form as on Friday, 16 October 2026 (cut-off date) may cast their votes electronically during the e-voting window.
• The remote e-voting facility starts on Friday, 23 October 2026, at 9:00 a.m. (IST) and ends on Saturday, 21 November 2026, at 5:00 p.m. (IST). After this, the e-voting module will be blocked/disabled (Notes, Section B, points 2 and 3).
• Members cannot vote by proxy on the postal ballot, and once a vote is cast, it cannot be changed (Notes, Section B, points 4 and 6).

The Board has appointed Mr. Jayavant B. Bhave, Practicing Company Secretary (Membership No. F4266 and Certificate of Practice No.: 3068), or failing him Ms. Ruchi Bhave, Practicing Company Secretary (Membership No.: F13324 and Certificate of Practice No.: 27019), as Scrutiniser** to scrutinise the e-voting process (main Notice introduction and Notes, Section B, point 11).

The results of the postal ballot will be declared within the prescribed timelines and will be communicated to BSE Limited and National Stock Exchange of India Limited and uploaded on the company’s website and NSDL’s e-voting website (main Notice introduction and Notes, Section B, point 12).

In the Explanatory Statement for Item Nos. 1 and 2, Tech Mahindra states that it has “consistently maintained a profitable track record”, has achieved “several significant milestones” and that “the year 2026 marks the 40th Anniversary of the Company since its incorporation”.

The Board states that, “with a view to reward the Shareholders of the Company, increase the market capitalisation of the Company, improve the liquidity of the equity shares and considering the financial parameters and the position of reserves of the Company”, it has recommended the capitalisation of reserves and the 1:1 bonus issue, subject to member and regulatory approvals.