NCLT Mumbai Clears First Motion For Merger Of Tech Mahindra's Three Wholly Owned Subsidiaries

The National Company Law Tribunal (NCLT) at Mumbai has allowed the first motion application in a scheme to merge three wholly owned subsidiaries of Tech Mahindra Ltd, namely Zen3 Infosolutions Pvt Ltd, Tech Mahindra Enterprise Services Ltd and Begig Pvt Ltd, with the parent company.

The order was delivered on February 12, 2026 in a Company Application filed under Sections 230 to 232 of the Companies Act, 2013. The scheme had earlier been approved by the boards of the four companies on April 24, 2025, with April 1, 2025 fixed as the appointed date.

A coram of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar noted that Zen3 Infosolutions, Tech Mahindra Enterprise Services and Begig are wholly owned subsidiaries of Tech Mahindra. The companies informed the tribunal that the merger has been proposed to simplify the group's corporate structure, eliminate duplicate corporate procedures and reduce administrative and compliance costs.

The tribunal recorded that the entire issued, subscribed and paid-up share capital of the three transferor companies is held by Tech Mahindra along with its nominees. As a result, no new shares will be issued pursuant to the scheme.

It was further noted that Zen3 Infosolutions, Tech Mahindra Enterprise Services and Begig had no secured or unsecured creditors as on September 30, 2025.

The net worth of Tech Mahindra was recorded at Rs. 20,932.12 crore as on that date and is projected to increase to Rs. 20,951.99 crore post-merger.

Accordingly, the tribunal directed issuance of notices to the Regional Director (Western Region), Registrar of Companies, Income Tax authorities, GST authorities, BSE, NSE and the Official Liquidator, among other regulators. The company application was thereafter allowed, paving the way for the companies to move the second motion petition seeking final sanction of the merger scheme.