In a major development within the Indian IT sector, SA Tech Software India Limited, a publicly listed company, has announced the approval of its merger with Mindpool Technologies Limited. This strategic move comes after the Board of Directors of SA Tech Software convened on 31st July 2025, where they passed a resolution in favour of a scheme of amalgamation between the two companies. The decision is seen as a significant leap towards business consolidation and market expansion.

This development aligns with the ongoing trend of merger and acquisition in software industry, where companies are looking to boost efficiencies and expand service capabilities. As outlined in the board meeting, the merger falls under Sections 230 to 232 of the Companies Act, 2013, and will be subject to approvals from regulatory bodies like the National Company Law Tribunal (NCLT), SEBI, and the National Stock Exchange of India Limited.

Understanding the Merger Scheme

SA Tech Software, the Transferee Company, and Mindpool Technologies, the Transferor Company, will undergo a merger by way of absorption. This means Mindpool Technologies Limited will be absorbed into SA Tech Software India Limited, with shareholders of Mindpool receiving equity in SA Tech as per a predefined share exchange ratio.

According to the valuation report submitted by Mr. Santhosh Kumar Katla, a registered valuer, and supported by a fairness opinion from Akasam Consulting Private Limited, the share exchange ratio has been fixed at 1:2. That is, for every 2 fully paid-up equity shares of ₹10 each held in Mindpool, shareholders will receive 1 equity share of ₹10 in SA Tech Software.

This decision has drawn attention within the industry and among investors, particularly those tracking SA Tech Software Mindpool Technologies merger news, as the amalgamation is expected to have a notable impact on shareholding patterns, operational synergies, and overall business performance.

Financial and Operational Snapshot

The merger brings together two financially stable entities:

• SA Tech Software India Limited recorded a net worth of ₹3,964.26 lakhs and a total income of ₹10,035.33 lakhs for the fiscal year ended 31st March 2025.

• Mindpool Technologies Limited reported a net worth of ₹1,299 lakhs and revenue of ₹2,681.71 lakhs during the same period.

The strong financials underscore the soundness of this IT company merger 2025, which is expected to fuel further growth and business consolidation in the sector.

Strategic Drivers of the Merger

The rationale behind the amalgamation is multi-faceted:

• Complementary Strengths: The merger pools the product capabilities, IT services, and digital expertise of both firms, enhancing service offerings.

• Improved Cash Management: With better control over resources, the new entity can streamline financial operations and unlock capital efficiencies.

• Operational Synergies: The unified structure will cut down on duplication, reduce overheads, and increase process efficiency.

• Expanded Market Reach: The merger provides both firms access to broader markets and more diverse clientele across industries.

• Strategic Vision: It aligns long-term goals and supports sustainable growth, helping build a tech powerhouse.

• Stakeholder Value: Shareholders, employees, and creditors stand to benefit, with expectations of enhanced shareholder value and governance.

Regulatory Compliance and Related Party Consideration

It’s important to note that Mindpool Technologies is part of the promoter group of SA Tech Software India, making this a related party transaction. However, both companies are listed on the SME platform, and hence, as per Regulation 15(2) of SEBI LODR Regulations, the standard provisions of Regulation 23 on Related Party Transactions do not apply.

Moreover, according to MCA Circular No. 30/2014, such transactions under NCLT-approved schemes of amalgamation are exempt from Section 188 of the Companies Act, 2013. Despite these exemptions, the company has ensured transparency by obtaining an independent valuation report and fairness opinion to affirm that the transaction is conducted at arm's length.

Shareholding Pattern Post-Merger

Following the merger:

• Shareholders of Mindpool Technologies will become shareholders in SA Tech Software, receiving shares based on the 1:2 ratio.

• The 17,67,150 equity shares currently held by Mindpool in SA Tech will be cancelled without consideration, simplifying the shareholding structure.

This change is expected to improve transparency and bring about better alignment between ownership and management, a crucial factor often highlighted in SA Tech shareholding change updates.

Broader Implications and Industry Context

This merger and acquisition in software industry is not an isolated event. The Indian IT and ITeS sectors have seen several strategic consolidations in recent times as businesses aim to build resilient service portfolios, optimize resource use, and target new digital frontiers. The SA Tech Software Mindpool Technologies merger latest update reinforces this trend.

The tech industry merger update indicates how mid-sized companies are coming together to compete with larger players by leveraging their collective strength. This is likely to fuel similar strategies across the SME space, particularly among companies focused on IT services, consulting, digital marketing, and software product development.

Future Outlook

The combined entity, post regulatory approvals, is projected to become a formidable player in the technology domain, offering services across multiple verticals including custom software development, IT staffing, consulting, trading, and digital services.

By unifying operations and capitalizing on market synergies, this merger has the potential to enhance brand recognition, improve customer service delivery, and strengthen the company's position in domestic and global markets.

Investors tracking SA Tech share exchange ratio latest news will closely observe the share performance in the coming weeks, as markets react to the strategic move. Likewise, employees and clients of both organizations can anticipate stronger integration, new opportunities, and a more cohesive growth roadmap.

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