Your Directors are pleased to present the Thirty Seventh Annual Report along with the
audited accounts of your Company for the Financial Year ended 31st March, 2024.
FINANCIAL RESULTS (STANDALONE)
Rs. ( in Million)
For the Financial Year ended 31st March |
2024 |
2023 |
| Income |
433,518 |
437,856 |
| Profit Before Interest, Depreciation and Tax |
36,260 |
58,978 |
| Interest |
(2,464) |
(1,808) |
| Depreciation |
(8,149) |
(8,129) |
| Profit Before Tax |
25,647 |
49,041 |
| Provision for Taxation |
(4,361) |
(11,266) |
| Profit After Tax |
21,286 |
37,775 |
| Other Comprehensive Income |
249 |
(2,480) |
| Balance brought forward from previous year |
214,462 |
2,16,090 |
| Profit available for appropriation |
235,560 |
253,917 |
| Equity Dividends |
(42,902)1 |
(46,705)2 |
| Transfer to retained earnings on account of options lapsed |
79 |
99 |
| Transferred from Special Economic Zone re-investment reserve on
utilization |
4,330 |
7,151 |
| Balance carried forward |
197,067 |
214,462 |
Notes:
1 Interim Dividend for the Financial Year ended 31st March, 2024 and Final
Dividend for the Financial Year ended 31st March,2023
2 Interim Dividend (Special Dividend) for the Financial Year ended 31st
March, 2023 and Final Dividend for the Financial Year ended 31st March, 2022
DIVIDEND
The Board of Directors on 25th October, 2023 approved an interim dividend of
Rs. 12/- per share (i.e. 240%) on the par value of Rs. 5/- each which was paid by the
Company to the Shareholders whose names appeared in the Register of Members as on 02nd
November, 2023, being the record date for the payment of the interim dividend.
Your Directors are pleased to recommend a final dividend of Rs. 28/- per share on par
value of Rs. 5/- (i.e. 560%), payable to those Shareholders whose names appear in the
Register of Members as on the Book Closure Date. Thus, the total dividend for the Financial
Year 2023-24 will be Rs. 40/- per share (i.e.800%) against the dividend of Rs. 50/- per
share (i.e. 1000%) paid for the Financial Year 2022-23.
The Board of Directors have decided not to transfer any amount to the General Reserve
for the Financial Year under review.
Your Company has formulated a Dividend Policy which is disclosed on the website of the
Company and can be accessed at https://insights.techmahindra.com/
investors/tml-dividend-distribution-policy.pdf
SHARE CAPITAL
During the Financial Year under review, your Company allotted 2,611,048 equity shares
on the exercise of stock options under various Employee Stock Option Schemes of the
Company. Consequently, the issued, subscribed and paid-up equity share capital has
increased from Rs. 4,870.74 Mn divided into 974,147,475 equity shares of Rs. 5/- each to
Rs. 4,883.79 Mn divided into 976,758,523 equity shares of Rs. 5/- each as on 31st
March, 2024.
BUSINESS PERFORMANCE AND FINANCIAL OVERVIEW
Over the years, the world has seen multiple waves of new technology, each promising to
redefine the way things work. However, in recent years, the shift has been even more
significant, with companies moving towards a cognitive digital model that incorporates
data and Artificial Intelligence (AI), ushering in an era of smart automations and
predictive analysis.
Businesses that harness the power of AI today will be better equipped to adapt to
future technological advancements and maintain a competitive edge enabled by data driven
insights into customer behavior, preferences, and trends.
In such a dynamic landscape, your Company stands at the forefront of innovation. Your
Company places strong emphasis on investing in research and development to stay ahead in
the rapidly evolving technology landscape. The Company's AI offering is based on the
principles of amplification and simplification of business processes. Your Company helps
enterprises convert the promise of digital and AI into tangible business outcomes while
keeping them secure from cyber-attacks and vulnerabilities.
Your Company is recognized by Industry Analysts as leaders in areas like Digital
Engineering Services (DES), Network Services, XDS, Data analytics, amongst others. While
the market recognizes the capabilities that your Company has to offer, customers vouch for
its customer's first approach and customer delight being at the center of project
execution. We believe the Company is well positioned to leverage these attributes and
emerge as the preferred technology partner for global enterprises in the coming years.
For the Financial Year ended 2023-24, the Company reported revenue from operations of
Rs. 519,955 Mn as against Rs. 532,902 Mn for the Financial Year 2022-23 on a consolidated
basis. The decline in revenue was mainly due to the headwinds in the telecommunications
sector, partly offset by robust growth in the manufacturing vertical. The EBITDA for
Financial Year 2023-24 was Rs. 49,645 Mn as against Rs. 80,288 Mn in the previous year on
a consolidated basis.
The management has undertaken several initiatives to revive the revenue growth and
improve the profitability in line with the industry peers. We are confident that the
strategic initiatives towards improving the business mix and the cost saving initiatives
will yield results and help the Company maximize shareholder value.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the
Financial Year to which the financial statements relate and the date of this report.
ACQUISITIONS
Your Company made the following acquisition during the Financial Year 2023-24.
ORCHID CYBERTECH SERVICES INC. ("OCSI")
The Company acquired 100% of the share capital of Orchid Cybertech Services Inc. (OCSI)
on 20th February, 2024 at a cost of AUD 5 Mn. OCSI was incorporated on 15th
October, 2004 in Philippines and it provides Customer experience related services to TPG
Telecom. The acquisition of OCSI will strengthen the relationship with TPG and aids in
expanding existing customer experience capabilities and business in the Philippines.
UPDATE ON MERGER
Your directors at their meetings held on 24th October, 2023 and 24th
January, 2024 approved the Scheme of Merger of Perigord Premedia (India) Private Limited,
Perigord Data Solutions (India) Private Limited, Tech Mahindra Cerium Private Limited and
Thirdware Solutions Limited, wholly-owned subsidiaries of the Company, with the Company
and their respective shareholders with the appointed date as 1st April, 2024.
The application has been filed with the Hon'ble National Company Law Tribunal (NCLT)
and the same is admitted by the Hon'ble NCLT, Mumbai bench.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES OF THE COMPANY
The performance and financial position of the subsidiaries, associates, and joint
venture companies included in the consolidated financial statement is provided in
accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts)
Rules, 2014 containing the salient features of the financial statement of the Company's
subsidiaries/joint ventures or associate companies in Form AOC - 1 in "Annexure I"
to this report.
Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the names of the
companies which have been incorporated or ceased to be the subsidiaries, or associate
companies during the year are provided in "Annexure II" to this report.
The Company is actively pursuing the initiative on the consolidation of its
subsidiaries/branches to optimize the operational costs. During the Financial Year under
review, your Company has closed/merged/divested 15 subsidiaries/associate companies.
HUMAN RESOURCES
The employees are the most critical asset to your Company. Your Company has taken
several steps to protect, retain, and improve the competencies of these assets including:
Diversity: Cognitive, Emotional and Behavioral
As an intentionally diverse and globally inclusive organization, your Company has
embedded Diversity, Equity & Inclusion (DEI) into all aspects of the employee
lifecycle. Your Company approach is cognitive (Head), emotional (Heart) and behavioral
(Hand). Its cognitive alignment helps the Company define a progressive DEI strategy based
on achieving definitive milestones on a 3-year roadmap. It also extends to your Company
leaders being role models and allies by demonstrating a clear commitment through their
words and actions. The emotional approach guides your Company to share DEI stories,
institute Employee Resource Groups (ERGs) for minority groups, organize sensitization
sessions / inclusivity training and gather insights on its current practices. Your
Company's behavioral focus on DEI extends to a range of interventions including policy
intervention, enabling infrastructure, diverse talent hiring and diverse leadership
development amongst others.
Hiring: Demand Planning and Forecast
Your Company has made its hiring process more efficient by aligning annual headcount
capacity planning with revenue and supply planning. One of the critical parts of this
process is Workforce Management Analysis to match talent demand to supply. By analyzing
future talent demands to skills required, your Company also ensures that associates on
bench are upskilled to meet those emerging roles. External talent hiring is divided into
channels and a standby talent pool for quick staffing and deployment. This ensures that
your Company can maintain an elevated level of service delivery and the workforce is
aligned to business needs. Your Company has been able to consistently focus on Internal
Fulfilment and show a significant increase to 70%, which is best in class.
Wellness: #WellnessFirst
Your Company believes healthier habits create a happier, more engaged, productive
workforce. Its sustained focus on #WellnessFirst has given employees access to 360-degree
wellness experiences. Your Company has mapped wellness offerings at distinct stages of the
employee lifecycle, from onboarding to development and retention. Some new wellness
initiatives your Company launched last year includes Calm Classroom for boosting mental
health, Circle of Home program for fertility care, Inclusivity Talks for wellness concerns
of LGBTQ+ associates, Family Wellness for parenting and elderly care advice etc.
Understanding the diverse needs of its multigenerational workforce, your Company organizes
wellness sessions on topics such as Ergonomics, Healthy Eating, and Lifestyle Management.
With a human network of wellness champions, solid external partnerships and
technology-enabled initiatives, your Company has designed programs covering eight
Physical, Occupational, Emotional, Social, Environmental, and Financial dimensions.
Communication: Building Purpose
An effective communication process is at the heart of the Company's vibrant culture,
ensuring that employees (associates) stay connected and informed through multiple media
channels. Your Company's 360-degree communication framework ensures associates have access
to connect with leaders, peers and the external world. Publications, platforms,
storytelling, campaigns, and connections are some of the ways that your Company
communicates its culture to associates. This approach empowers associates to stay ahead of
the curve and make meaningful contributions towards your Company's shared goals.
HR Digitization: Experiencing technology
Your Company has revolutionized the employee experience by deploying technology at
different touchpoints of an associate's lifecycle. Your Company has simplified
"Manager Approvals" via the UVO chatbot on MS Teams with a one-click. By
leveraging the indigenously built Attrition Prediction Model aka ‘Early Warning
System,' your Company was able to retain associates. Embracing the transformative power of
technology, your Company is increasingly leveraging AI and ML within its HR function to
innovate and create high-tech tools aimed at empowering its employees. Your Company
continues to explore the use of Metaverse-based practices and has started exploring
Generative AI. Your Company has also built 3D training modules to create better learning
experiences for its associates.
Shared Services: Automating HR
Using the power of technology, your Company has automated various human resources
processes across the employee life cycle including pre-onboarding, onboarding,
query management, payroll, leave, attendance, and separation Your Company continued its
internal automation focus by using Robotic Process Automation for completing common
workforce actions. This includes 300+ daily processes automated across all countries of
operations to reduce manual work. Through the HelpNxt (Service Now) module, your Company
has made complex workflow approvals and query resolution simpler. Additionally, your
Company has developed mobile apps like Dove, MEasy and HelpNxt to give associates easy
access to HR services.
Engagement: Engaging with People
Your Company is deeply committed to pioneering innovation, championing sustainability,
and nurturing a people-centric culture. The efficient implementation of hybrid work
policies demonstrates its commitment to both employee well-being and ensuring business
continuity for its valued customers. Your Company uses Location Councils to drive local
initiatives that enhance the organizational culture. While Tech2Rise drives innovation,
Josh cultivates camaraderie and a sense of belongingness amongst associates. Your Company
fosters diversity through employability programs and women leadership initiatives.
Additionally, it strengthens external relations via campus hiring and corporate social
responsibility activities. Each of these endeavors reflects your Company's strong
commitment to community enrichment.
Learning: Addressing skill gaps
Your Company makes associates fit for the future by providing them with the right
technical skills and helping them develop a solution-oriented mind-set. By introducing
Service Line Capability Schools, your Company offers learning paths aligned to business
strategy and market trends. The introduction of individual development plans has given
associates clarity on selecting learning paths aligned with their career aspirations. Your
Company has also transitioned from (Skill Knowledge Unit) SKU-based learning to skill
gap-based learning, reducing learning overheads and lowering upskilling turnaround time.
By providing contextual and relevant skilling opportunities, your Company ensures that
learning initiatives are aligned with the evolving needs of the organization and its
workforce.
Performance: Conversation driven
Your Company continues to focus on performance conversations to drive individual and
business goal achievement. Managers at your Company have been trained to have better
performance review dialogues with their direct reports and work on an outcome-based
evaluation rather than process or effort measurement. In addition to this, managers have
been sensitized to matters of fairness and equity to avoid unintentional bias. Your
Company launched the Annual Performance Feedback cycle in December, 2023. Using hyper
personalized Incentive plans, your Company is nurturing a High-performance Culture. These
incentive plans are designed to create a strong alignment between individual growth and
organizational performance.
Recognition: People at the core
Timely recognition is crucial to maintaining a happy workforce, and your Company, takes
this very seriously. Your Company prioritizes creating a culture of appreciation and has
developed a robust digital platform that offers both monetary and non-monetary rewards
badges linked to redemption points. Your Company also encourages its associates to donate
their reward points towards social causes and has an industry-leading rewards penetration
of approximately 40%. To celebrate achievements in the virtual world, your Company
introduced quarterly Spotlight awards and other timely sales-focused awards to reward
growth, collaboration, and high-impact initiatives. Your Company also included associates'
family members to virtually felicitate both Long Service Awardees and ACErs (consistent
performers for two years) for their contributions and commitment.
Leadership: Adaptive Performance Learning
Your Company's empowerment strategy for employees is anchored on three pillars:
performance, innovation, and collaboration. To enhance an employee's ability to retain
performance-first skills, mindsets, and behaviors, your Company uses a power skills
framework supplemented by habit mastery tools. Using talent rotation, systemization and
succession planning, your Company has developed LeaderNXT for macro-talent pool
development through the Talent Center of Excellence. Additionally, the Self Development
Center provides over one hundred self-assessments on various key areas of personality to
achieve professional excellence. Specialized programs such as ‘Maximizing Personal
Effectiveness', ‘The Power Habits', and optimal use of the Harvard Manage Mentor
Platform further empower associates. Your Company has also developed a full-fledged
coaching practice through programs like ‘Manager as a Coach (MaaC)', ‘Internal
Coach Certification', and Leadership Coaching.
Rise: Championing stories of People
Your Company demonstrates its commitment to empowerment and social impact by sharing
inspiring stories through its #RiseFromWithin series. The story "When A TechMighty
Inspires Two Thousand Citizens To Save The Planet" epitomizes the power of innovation
and community mobilization in environmental conservation efforts. "A Mother's Moving
Story Beyond Words" resonates with the profound sacrifices that working mothers make,
while "A Story of Self-Discovery Beyond Ifs and Buts" invites us to journey
alongside individuals navigating personal growth amidst adversity. Additionally,
"Where There is a Will, WFH Helped a Village to Rise" demonstrates the
transformative potential of remote work initiatives in fostering prosperity. These are
just a few examples of thousands of stories of the way your Company's associates
demonstrate their commitment to creating a better future for all.
QUALITY
The Company continues its focus on quality and strives to always exceed customer
expectations. During the Financial Year under review, it continued to strengthen the
implementation of Quality systems complying with CMMI V 2.0 for both Development and
Services for maturity level 5. It underwent various upgrade and re-certification audits
for multiple standards during the year in order to meet client demands and enhance value
delivery. The Company successfully re-certified for, ISO 13485:2016 (Quality Management
Systems for medical devices business within Tech Mahindra, AS9100 Rev D (Standard for
Aerospace domain – scope of certification limited to the aerospace business within
Tech Mahindra). It also underwent Surveillance audit and continued the certifications for
ISO 9001:2015 (Quality Management System), ISO 20000-1:2018 (Information Technology
Service Management System), ISO 27001:2013 (Information Security Management System), ISO
27701:2019 (Privacy Information Management System), TL9000 R 6.2/ R5.7 (Quality Management
Systems for Tele Communications industry). Our Quality Systems are also compliant to ISO
17025:2017 – Laboratory Quality Management Systems for our device testing labs.
In addition to these, your Company also maintains its commitment to health, safety and
environment by continually improving its processes in accordance with ISO 14001:2015
(Environmental Management System) and ISO 45001: 2018 (Occupational Health and Safety
Assessment Series) standards. Your Company is also certified on ISO 22301:2019 (Societal
Security and Business Continuity Management System) and has a comprehensive Business
Continuity and Disaster Recovery framework, to prevent potential business disruptions in
the event of any disaster. It has processes that helped resume services to customer's
acceptable service levels. Automated Service Desk with SLAs for enabling business and
Vulnerability Assessment and Penetration Testing Lab for secured corporate network
operations are highlights that showcase the information security posture of the
Organization.
TechM's (IT Division) has been assessed for the implementation of high maturity
business excellence practices at Mahindra Group (Services Sector). It has been assessed at
TMW Maturity Stage 7 (on scale of 1-10 stages) of Mahindra Business Excellence Framework
– The Mahindra Way (TMW). These certifications are testimony of the robustness of
business processes and at large, the quality culture imbibed in the organization.
Your Company has institutionalized the Deliverability Risk Assessment (DRA) practice
– to assess the readiness and to identify risks at the beginning of the program,
continued to strengthen the process for transforming Quality Assurance processes &
delivery methods to adopt and strengthen Delivery excellence, Risk governance, and further
enhance automation to enable quality delivery to the customer. Toll gate checks, process
and adoption during the transition phase have been further strengthened. Quality index
which is a measure of quality of products and services delivery is institutionalized.
The Company is ensuring all these initiatives are in place, so that it delivers as
stated in its Quality Policy.
DIRECTORS
During the Financial Year under review, all Independent Directors have given
declarations that they meet the criteria of Independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent
Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their
name appearing in the data bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.
Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Dr. Anish
Shah, Director (DIN:02719429) is liable to retire by rotation and being eligible offers
himself for reappointment.
In view of the impending retirement of Mr. C. P. Gurnani, Managing Director and CEO and
to ensure smooth transition into the role of Managing Director, the Board of Directors at
its meeting held on 15th June, 2023, appointed Mr. Mohit Joshi, (DIN: 08339247)
to hold office as Whole-time Director and Managing Director (Designate) with effect from
20th June, 2023 up to 19th December, 2023 and as Managing Director
& CEO with effect from 20th December, 2023. This appointment was for a
period of 5 (five) years upto 19th June, 2028 (both days inclusive) was
approved by the Members of the Company at the Annual General Meeting held on 27th
July, 2023 and also approved by the Central Government under Section 196 of the Companies
Act, 2013 vide their letter dated 02nd February, 2024.
Mr. C. P. Gurnani ceased as Managing Director & CEO of the Company with effect from
close of business hours of 19th December, 2023, consequent to the completion of
his tenure.
The tenure of Dr. Mukti Khaire (DIN: 08356551), Ms. Shikha Sharma (DIN: 00043265) and
Mr. Haigreve Khaitan (DIN: 00005290), who were appointed as Independent Directors of the
Company on 1st August, 2019 ends on 31st July, 2024. The Board of
Directors at its meeting held on 25th April, 2024, based on the recommendation
of the Nomination and Remuneration Committee approved the re-appointment of Dr. Mukti
Khaire, Ms. Shikha Sharma and Mr. Haigreve Khaitan for a second term of five consecutive
years subject to the approval of the Members of the Company at the ensuing Annual General
Meeting.
In view of the completion of second term of appointment of Mr. T. N. Manoharan (DIN:
01186248) and Ms. M. Rajyalakshmi Rao (DIN: 00009420) with effect from 31st
July, 2024, the Board of Directors at its meeting held on 25th April, 2024,
based on the recommendation of the Nomination and Remuneration Committee, approved the
appointment of Mr. Tarun Bajaj (DIN: 02026219) and Ms. Neelam Dhawan (DIN: 00871445) as
Additional Directors (Non-Executive) on the Board of the Company, with effect from 1st
May, 2024 and to hold office up to the date of the ensuing Annual General Meeting
(‘AGM') of the Company, and thereafter as Independent Directors, not liable to retire
by rotation, for a period of five consecutive years from 26th July, 2024 to 25th
July, 2029 (both days inclusive), subject to the approval of the Members at the ensuing
AGM
The Board of Directors at its meeting held on 25th April, 2024 based on the
recommendation of the Nomination and Remuneration Committee approved the appointment of
Mr. Amarjyoti Barua, (DIN: 09202472) as Additional Director with effect from 18th
May, 2024 to hold office up to the date of ensuing Annual General Meeting and thereafter
as a Non-Executive Director of the Company liable to retire by rotation, subject to the
approval of the Members at the ensuing Annual General Meeting.
Mr. Manoj Bhat resigned as a Non-Executive Director of the Company with effect from
close of business hours of 17th May, 2024, on account of his transition to role
of Managing Director & CEO of Mahindra Holidays & Resorts India Limited.
The Board placed on record its sincere appreciation towards the invaluable services
rendered by Mr. C. P. Gurnani and Mr. Manoj Bhat to the Company during their long
illustrious years' with the Company.
The Board is of the opinion that the Directors recommended for
appointment/re-appointment as aforesaid possess the required integrity, expertise,
experience and proficiency and recommends same to the Members at the ensuing Annual
General Meeting. The brief profile and other disclosures of Directors is given in the
Notice of the Annual General Meeting.
In terms of Regulation 24(1) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015, Mr. T. N. Manoharan, Lead
Independent Director of the Company has been appointed as Director on the Board of Tech
Mahindra (Americas) Inc., a wholly owned unlisted material subsidiary of the Company with
effect from 21st May, 2019.
In the opinion of the Board of Directors, the Independent Directors have relevant
proficiency, expertise and experience.
FAMILIARISATION PROGRAMME
The Company has laid down a policy on the training of Independent Directors as part of
its governance policies. These programmes aim to provide insights into the Company to
enable the Independent Directors to understand its business in depth and contribute
significantly to the Company. The details of the program for familiarisation of the
Independent Directors with the Company are available on its website and can be accessed at
https://insights.techmahindra.com/ investors/tml-familarisation-progarmmes-for-IDs.pdf
The Board of Directors are also regularly updated on changes in statutory provisions
like amendments in Corporate Laws, SEBI Regulations, Taxation Laws and
People related laws as applicable at the quarterly Board meetings. The Board members
are also updated on the Risk universe applicable to the Company's business. The Managing
Director & CEO of the Company has quarterly sessions with Board Members sharing
updates about the Company's business strategy, operations and the key trends in the IT
industry that are relevant to the Company. These updates help the Board Members abreast of
key changes and their impact on the Company. Further subject knowledge experts from
various fields are also invited to the meetings of the Board/Committees to appraise the
Board Members of the latest developments in the IT and the business.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with
Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluating
the performance of the Board of Directors, the Chairman, Committees, and Individual
Directors. The evaluation process was carried out through a web-based portal. The summary
of the evaluation reports was presented to the respective Committees and the Board. The
Directors had given positive feedback on the overall functioning of the Committees and the
Board. The suggestions made by the Directors in the evaluation process have been suitably
incorporated in the processes.
NUMBER OF MEETINGS OF THE BOARD
The Board met five times during the Financial Year 2023-24. The meeting details are
provided in Corporate Governance report that forms part of this Annual Report. The maximum
interval between any two meetings did not exceed 120 days as prescribed in the Companies
Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
COMMITTEES OF THE BOARD
As on 31st March, 2024, the Board has constituted seven Committees, namely,
Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship
Committee, Risk Management Committee, Corporate Social Responsibility Committee,
Investment Committee and Securities Allotment Committee. The details of Composition, Terms
of Reference of each Committee and the meetings held during the year are given in the
Corporate Governance Report.
The Company has also formed Group Governance Council comprising of Board Members and
Senior Management in terms of the SEBI Circular No. SEBI/ HO/CFD/CMD/CIR/P/2018/79 dated
10th May, 2018, considering it has a large number of subsidiaries.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Governance policies laid down by the Board of Directors of your Company include: i.
Policy on the appointment and removal of Directors, Key Managerial Personnel and Senior
Management. ii. Policy on remuneration to the Directors, Key Managerial Personnel and
Senior Management and other Employees.
The extract of these two policies is provided in "Annexure III".
The policies are available on the website of the Company and can be accessed at
https://insights.
techmahindra.com/investors/Governance-Policies-including-remuneration-to-Directors-KMPS.pdf
SUCCESSION PLAN
In accordance with the principles of transparency and consistency, your Company has
adopted governance policies for appointments, remuneration and evaluation of its Board of
Directors, Key Managerial Personnel & Senior Management. In line with these Governance
policies, the Company has established a formal Succession Planning Program for Key
Managerial Personnel across the organization. The Board evaluates all such plans at a
regular interval and institutes a formal program for filling any such critical position.
The Board evaluates both internal and external candidates for such positions along with
the recommendations of the management. The Company also has a leadership development
program where it identifies high potential managers, and trains them to take up the
positions of higher responsibility. The Company has identified the second line of
leadership, which provides stability to the business in case of contingencies.
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. C. P. Gurnani,
Managing Director & CEO (upto 19th December, 2023), Mr. Mohit Joshi, Whole
Time Director designated as Managing Director (Designate) (with effect from 20th
June, 2023 upto 19th December, 2023) and as Managing Director and
CEO with effect from 20th December, 2023. Mr. Rohit Anand, Chief Financial
Officer and Mr. Anil Khatri, Company Secretary & Compliance Officer were the Key
Managerial Personnel of the Company during the Financial Year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the
representation(s) received from the Operating Management and after due enquiry, confirm
that:
i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
ii) they have, in the selection of the accounting policies, consulted the Statutory
Auditors and these have been applied consistently and, reasonable and prudent judgments
and estimates have been made so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2024 and of the profit of the Company for the
Financial Year ended on that date;
iii) proper and sufficient care had been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) they had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
vi) the proper systems to ensure compliance with the provisions of all applicable laws
are in place and are adequate and operating effectively.
DETAILS WITH RESPECT TO ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has internal financial controls which are adequate and were operating
effectively. The controls are adequate for ensuring the orderly and efficient conduct of
the business, including adherence to the
Company's policies, the safeguarding of assets, the prevention and detection of frauds
and errors, the accuracy and completeness of accounting records and timely preparation of
reliable financial information. The Internal Financial Controls were validated by an
external agency appointed by the Company and also by the Statutory Auditors of the
Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / PROCEEDINGS
There are no significant and material orders passed by the regulators or courts or
tribunal impacting the going concern status and the Company's operations in the future.
Further no application against the Company has been filed or is pending under the
Insolvency and Bankruptcy Code, 2016, nor has the Company done any one-time settlement
with any Bank or Financial institutions.
STATUTORY AUDITORS
The Members had at the 35th Annual General Meeting (AGM) held on 26th
July, 2022, appointed M/s. B S R & Co. LLP, Chartered Accountants, [ICAI Firm's
Registration No. 101248W/W-100022] as the Statutory Auditors of the Company, to hold
office for a further term of five consecutive years from the conclusion of the 35th
AGM of the Company held in the Financial Year 2021-22 until the conclusion of the AGM of
the Company for the Financial Year 2026-27 on such remuneration as may be determined by
the Board of Directors.
There are no qualifications, reservations, adverse remarks or disclaimers made in the
statutory audit report for the Financial Year 2023-24.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Makarand Lele & Co., Practicing Company Secretary, Pune , Firm Registration
Number: S1994MH722600, to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report is available at "Annexure IV" to this report. The
Secretarial Auditor has made an observation about delay of one day in filing of disclosure
under Regulation 23(9) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for half year ended 30th
September, 2023.
The Company would like to clarify that the delay was on account of a technical error
faced by the Company while filing the disclosure. The Company has however taken necessary
steps to ensure that the Company complies with the applicable Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return in Form MGT-7 is available on the website of the
Company and can be accessed at
https://www.techmahindra.com/investors/annual-reports-filings/
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the Financial Year, the Company has transferred the unclaimed dividends of Rs.
36,278,328/- to the Investor Education and Protection Fund. Further, 88,139 corresponding
shares on which dividends was unclaimed for seven consecutive years were transferred to
the IEPF as per the requirements of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016. The Members are requested to check
the details of the unpaid dividend on the website of the Company and claim their dividend
at the earliest to avoid the unclaimed and unpaid dividend and shares thereof being
transferred to IEPF.
MANAGERIAL REMUNERATION
Disclosures of the ratio of the remuneration of each Director to the median employee's
remuneration and other details as required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, are provided as "Annexure V".
None of the Directors or the Managing Director & CEO of the Company received any
remuneration or commission from the subsidiary companies of your Company.
The details of remuneration paid to the Directors including the Managing Director &
CEO of the Company are provided in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013 ("the
Act") read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to the
first proviso to Section 136(1) of the Act, this report is being sent to the Shareholders
excluding the aforesaid information. Any shareholder interested in obtaining said
information may write to the Company Secretary at the Registered Office / Corporate Office
of the Company and the said information is open for inspection at the Registered Office of
the Company.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company laid down the Prevention of Sexual Harassment (POSH) policy which is
available on its website. The Company has zero tolerance on Sexual Harassment at
workplace. During the Financial Year under review, there were no cases filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (POSH Act, 2013) and the Internal Complaints Committee constituted by the Company is
in compliance with the POSH Act, 2013.
The status of complaints received under POSH and redressed by the POSH Committee of the
Company, during the year under review, are given below:
a) Number of complaints received during the Financial Year 2023-24 – 93
b) Number of complaints resolved during the Financial Year 2023-24 – 84*
c) Number of complaints pending for resolution as at the end of the Financial Year
2023-24 – 12
*Includes 3 complaints received during the previous year and redressed during the
Financial Year under review.
There are focused campaigns on the POSH policy within the Company and awareness drives
that take place. Furthermore, employees are required to undertake a mandatory
certification on POSH to sensitize themselves and strengthen their awareness.
EMPLOYEE STOCK OPTION SCHEMES
During the Financial Year under review, there were no material changes in the Employee
Stock Option Schemes (ESOPs) of the Company and the Schemes are in compliance with the
SEBI Regulations on ESOPs.
As per Regulation 14 of the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, the details of the
ESOPs are uploaded on the website of the Company and can be accessed at
https://insights.techmahindra. com/investors/Details-of-ESOPs-FY-2023-24.pdf
CORPORATE GOVERNANCE
A report on Corporate Governance covering among others composition of the Board of
Directors, details of meetings of the Board and Committees along with a certificate for
compliance with the conditions of Corporate Governance in accordance with the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, issued by the Statutory Auditors of the Company, forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015 with effect from 15th July, 2023 made Business
Responsibility and Sustainability Report on the environmental, social and governance
disclosures mandatory for the top 1,000 listed companies (by market capitalization) along
with the assurance on Business Responsibility and Sustainability Report (Core) for the
Financial Year 2023-24. The BRSR Report for the year 2023-24 is enclosed as part of this
Annual Report.
In addition to the BRSR, the Integrated Annual Report of the Company provides an
insight on the various ESG initiatives adopted by the Company. The ESG disclosures have
been independently assured by DNV.
COST RECORDS
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities of the Company.
RISK MANAGEMENT
The Risk Management Committee of the Board of Directors operates under a charter
approved by the Board of Directors. The Risk Management Committee has approved Company's
Risk Management Framework that is used as an operating guide to the management for
identification of risks, analyzing their probability and impact and preparing mitigation
plans. The Risk Management Committee periodically reviews the Enterprise Risk Register
which is presented by the Chief Risk Officer. As part of the Enterprise Risk Register, the
Company identifies all potential risks viz. economic, business, currency, operations,
climate, governance, finance, cyber, business continuity etc. and prepares a mitigation
plan for each of the risks. The elements of risk as identified by the Company with the
impact and mitigation strategy are set out in the Management Discussion and Analysis
Report.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has laid down Whistle Blower Policy covering Vigil Mechanism with
protective clauses for the Whistle Blowers. The Whistle Blower Policy is made available on
the website of the Company.
DEPOSITS / LOANS & ADVANCES, GUARANTEES OR INVESTMENTS
The Company has not accepted any deposits from the public during the Financial Year
under review. The particulars of loans/advances, guarantees and investments under Section
186 of the Companies Act, 2013 are given in the notes forming part of the Financial
Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties as defined under Section 2(76) of the
Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, ("The Listing
Regulations"), during the Financial Year under review were in the ordinary course of
business and at an arm's length pricing basis and do not attract the provisions of Section
188 of the Companies Act, 2013. There were no transactions with related parties in the
Financial Year which conflicted with the interest of the Company and required compliance
of the provisions of Regulation 23 of the Listing Regulations.
Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been
made in the notes forming part of the Financial Statements.
The Company has formulated a policy on the Related Party Transactions and dealing with
Related Party Transactions which has been uploaded on the website of the Company and can
be accessed at https://
insights.techmahindra.com/investors/Related-Party-Transactions-Policy.pdf
The particulars of related party transactions in prescribed Form AOC - 2 is attached as
"Annexure VI".
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half
yearly report on Related Party Transactions with the stock exchanges.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure VII"
which forms part of this report.
CORPORATESOCIALRESPONSIBILITY(CSR)
The CSR vision of the Company is "Empowerment through Education".
In compliance with the guidelines prescribed under Section 135 of the Companies Act,
2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee of
the Board. The CSR policy, covering the Objectives, Focus Areas, Governance Structure
Monitoring and Reporting Framework among others is approved by the Board of Directors. The
CSR Policy is available on the website of the Company and can be accessed at
https://insights. techmahindra.com/investors/tml-csr-policy.pdf
The Company has spent more than 2% of the average net profits of the Company during the
three immediately preceding Financial Years on CSR.
The Company's social initiatives are mainly carried out by Tech Mahindra Foundation and
Mahindra Educational Institutions, Section 8 (erstwhile Section 25) companies promoted by
the Company.
TECH MAHINDRA FOUNDATION (TMF)
EDUCATION
The key initiatives taken up by TMF in the arena of school education include
ALL ROUND IMPROVEMENT IN SCHOOL EDUCATION (ARISE)
TMF's educational initiatives under ARISE are long-term school improvement programmes,
in partnership with local governments and partner organisations. The Foundation in 2023-24
worked with 18 primary & secondary schools to transform them into model schools of
excellence. A total of 5,890 students were positively impacted under this programme, of
which 3,341 were girls.
During the year, TMF expanded its work for children with special needs through its
ARISE+ programme. This programme is a variant of ARISE in which children with special
needs are provided chronic therapy as well as special education to help them lead more
fulfilling lives. Through 35 projects, the programme enabled 5,419 children with special
needs to become better learners with greater independence in managing their lives. In
addition, through two new projects in early identification, as many as 2,757 children were
screened for hearing impairment.
SHIKSHAANTAR
Shikshaantar, envisioned as a programme for enhancing the capacity of government school
teachers, has emerged as an important programme in the education portfolio of the
Foundation. TMF works with the Municipal Corporation of Delhi by running their In-Service
Teacher Education Institutes. As part of this programme, TMF has the responsibility of
training teachers from close to 1,500 primary schools in Delhi. During the year under
review, as many as 4,901 teachers were trained as part of Shikshaantar. In addition, as
many as 4,719 teachers and school staff received short-duration training modules in areas
such as Child Safety and Digital Literacy by the Foundation.
MOBILE SCIENCE LAB & ROBOTICS LAB
TMF has identified STEM (Science, Technology, Engineering & Math) as an important
intervention area in school education, and as part of this has been running the Mobile
Science Lab (MSL) and the Robotics Lab in Delhi. A Mahindra bus has been remodeled to
become a science lab on wheels and has been travelling from school to school in East Delhi
to provide STEM learning for children in grades 3 and 4 in these schools. This program
benefited as many as 5,812 students and 149 teachers throughout the year.
EMPLOYABILITY
Skills-for-Market Training (SMART) is the Foundation's flagship programme in
employability. It is built on the vision of an educated, enabled and empowered India, and
the belief that educated and skilled youth are the country's true strength. The programme
started with
3 Centres in 2012 and is currently running over 80 Centres at 10 locations across
India. These include SMART Centres, SMART+ Centres (training for people with
disabilities), and SMART-T Centres (training in technical trades).
In 2023-24, your Company trained 22,270 young women and men under its SMART program, of
which, 1,183 were persons with disabilities. More than 75% of the graduates are placed in
jobs across multiple industries upon successful completion of the training. The average
salaries being earned by the graduates of the SMART program have been steadily rising,
with an over 20% jump since 2019-20.
The Foundation's commitment to setting new benchmarks in skill development in India has
been underscored by the setting up of Tech Mahindra SMART Academies, which provide the
highest quality of skill training to youngsters in Healthcare, Digital Technologies, and
Logistics. During Financial Year 2023-24, 3,233 students were trained at the twelve
Academies that are now functional – 5 in Healthcare, 3 in Digital Technologies, and 4
in Logistics.
TMF'S DIGITAL INITIATIVES
TMF made an important start in Financial Year 2023-24 in collaboration with the
National Skill Development Corporation (NSDC), by launching Digital Skilling programs
through the Skill India Digital portal, an initiative of Government of India. In this
portal, TMF provided a course on Cybersecurity which, in just three months, has had over
26,000 users.
OVERALL IMPACT
The overall number of direct beneficiaries of Tech Mahindra Foundation for FY 2023-24
is 109,504. Of these, there are 79,197 youth beneficiaries from SMART, its flagship Skill
Development Program, 20,188 children, who have got the benefit of its ARISE
& ARISE+ programs, and 10,119 teachers who have been trained through the
Shikshaantar program focusing on teachers' capacity building. From a gender perspective,
there were 45,404 girls and women, 24 transgender persons, and the rest were males. Also,
a total of 8,188 persons with disabilities were included in the beneficiary count. If one
were to consider the significant multiplier impact of TMF's work, the total number of
beneficiaries would be close to 1,460,000, including roughly 1,350,000 indirect
beneficiaries.
MAHINDRA EDUCATIONAL INSTITUTIONS (MEI)
MEI - a not-for-profit, 100% subsidiary of the Company, has set up Mahindra Ecole
Centrale in August 2014 through a collaborative venture between Mahindra Educational
Institutions, Ecole Centrale of Paris, France (now known as Centrale Supelec) and the JNTU
Hyderabad to offer undergraduate engineering programs. Through this strong Indo-French
Collaboration with Centrale Supelec and Industry connect with Tech Mahindra, MEC has
emerged as a disruptive player in the field of Technical Education.
MEI has sponsored the setting up of Mahindra University to introduce diverse streams of
education in addition to Engineering. Further the Engineering stream of MEI was
transitioned to Mahindra University.
MAHINDRA UNIVERSITY (MU)
Mahindra University ("MU") (sponsored by Mahindra Educational Institutions,
("MEI") - a not-for-profit, 100% subsidiary of Tech Mahindra) was established in
May 2020 by the State of Telangana with the motto "to educate future citizens for and
of a better world", driven by the need for multi-skilling, interdisciplinary academic
education, and entrepreneurial mindsets. All programs of study offered at MU reflect our
commitment to impart holistic education by aligning with industry requirements and prepare
our engineering students for a dynamic career path in science and technology complemented
by courses in humanities, ethics, philosophy, and design thinking.
MU currently run 35 programs (Undergraduate, Post Graduate and Ph.D.) across its 5
schools and 4 centres some of the programs are viz.
1. Ecole Centrale School of Engineering
2. School of Management
3. School of Law
4. Indira Mahindra School of Education
5. School of Media
6. Centre for Entrepreneurship and Innovation
7. Centre for Executive Education
8. Centre for Life Sciences
9. Centre for Sustainability
The University also plans on introducing the School of Hotel Management and the School
of Design in the Academic Year 2024-25.
Around 4,100+ students are enrolled in the various programs with 10% of the batch being
post graduate students. MU has a strong 240+ faculty team under the various departments
and majority of the faculty hold Ph.D. degrees (these include PhDs from reputed
institutions both National and International). The University holds vast infrastructural
facilities i.e. classrooms ranging from 60 seaters to 300 seater, research laboratories,
hostels which can accommodate
3,500+ students, cafeterias, 1,100+ seater auditorium, faculty & staff
accommodation, executive guest house, sports facilities like tennis court, cricket ground,
indoor badminton courts, swimming pool, basketball courts, kabaddi court etc. The
University recently launched its FIFA quality certified Football Ground which makes it the
first and only football ground with such standards in private campuses.
MU partners with academic institutions like Centrale Supelec, Cornell SC Johnson School
of Business, Virginia Tech, Babson, University of Florida, La Trobe University etc. for
curriculum building, student immersions, student exchange, faculty exchange, research
collaborations among others. MU aims to have significant partnerships with reputed
Universities across the world to foster a inclusive and robust learning environment. It
also has strong industry collaboration with Nvidia Global, Murugappa Group, Tata Steel,
Tata Tinplate, Thermo Fisher Scientific, Airbus Innovation Centre, DRDL, Indian Space
Research Organization etc. for joint research projects and student placements.
The Annual Report on CSR activities is provided as "Annexure VIII".
SUSTAINABILITY
Your Company is closely aligned with the Mahindra Group's ambitious vision to Rise: Be
People positive, Planet positive, and Trust positive. It actively champions environmental
sustainability through innovative initiatives, fosters community empowerment via strategic
partnerships, and upholds the highest standards of governance to ensure transparency and
accountability across all operational levels.
Your Company's strategy for creating long-term sustainable value revolves around
improving, scaling, and transparently communicating ecological, social, and economic
impacts. Guided by a robust governance framework, overseen by the Board of Directors, your
Company ensures the alignment of overall strategy with environmental and social programs.
Operating with a holistic approach, the Company drives sustainable impact in accordance
with prominent global frameworks and initiatives dedicated to advancing sustainability
goals. These frameworks include TCFD, SASB, GRI, the Paris Agreement, UNGC, and UN SDGs.
Recognising the importance of the UN SDGs (Sustainable Development Goals) focusing on
People,
Planet, Prosperity, and Partnership, your Company continuously creates value through
initiatives directly addressing these aspects of your performance.
People:
Great place to work: The Company is dedicated to enhancing the organisational
culture by empowering employees (associates) with access to advanced
technologies,providingampleLearning&Development opportunities to nurture their skills
and areas of expertise, and offering robust career development programs. Your Company's
focus on fostering a positive and inclusive culture enables team members to thrive both
professionally and personally. The Company prioritizes open communication, collaboration,
and continuous learning to ensure everyone has opportunities for growth and development.
Work-life balance: Your Company strive to provide feasible and flexible work-life
balance solutions along with a range of associate-friendly policies and processes to
reduce attrition. The Company's aim is to cultivate a positive and productive work
environment where every individual can flourish.
Diversity and inclusion: Your Company is committed to ensuring that the
organization embraces gender diversity and inclusivity by actively including people with
disabilities as well as individuals from the LGBTQIA community. This reflects the
dedication to being a socially responsible business.
Employee engagement & recognition: Your Company prioritize ensuring that the
associates are engaged, feel valued, and recognized through a robust performance
management system, a flexible working structure, and an extensive array of benefits and
perks.
Individual Social Responsibility: Your Company encourage the associates to
contribute to society and the environment, making these activities an integral part of
their day-to-day endeavors.
Planet:
Carbon neutrality and Net zero: The Company's commitment to achieving carbon
neutrality by 2030 and net zero by 2035 is underpinned by a comprehensive strategy. Your
Company is transitioning to renewable energy sources through on-site installations and
open access arrangements, enhancing energy efficiency via LED lighting and motion sensors,
and increasing green investments through the implementation of a Carbon Price.
Additionally, the Company is optimising business travel by promoting virtual meetings,
encouraging the use of public transport and electric vehicles, and facilitating carpooling
to reduce employee commute emissions. Carbon sequestration efforts, such as tree
plantation initiatives, further contribute to our transition towards a low carbon economy.
No waste to landfill: The campuses are equipped with Organic Waste Converters and
vermicomposting plants to convert food waste into manure, reducing transportation
emissions and diverting waste from landfills.
No to plastic: Your Company maintains plastic-free campuses and advocates the use
of eco-friendly and biodegradable materials among all stakeholders. The company raises
awareness and initiate campaigns to eliminate single-use plastic.
Reduce, Reuse, Recycle, and Recover: Adopting a comprehensive approach across the
value chain, focus on reducing, reusing, recycling, and recovering materials to foster a
circular economy. Transitioning to digital registers helps minimise paper usage.
Being water positive: The Company enhances water efficiency through the
implementation of water sensors, restrictors, and water-efficient cooling systems.
Wastewater recycling through Sewage Treatment Plants (STPs) and rainwater harvesting
contribute to groundwater recharge efforts.
Promoting Biodiversity: Across all the locations, your Company prioritise the
protection of local flora and fauna to mitigate any adverse impacts on biodiversity
resulting from the operations.
Prosperity:
Innovation: Embracing technology such as IoT, Blockchain, AI, and Machine Learning,
the Company develop sustainable solutions to reduce emissions and mitigate the negative
impacts of climate change.
Green solutions: Investing in sustainability reporting solutions, climate risk
management platforms, sustainable finance platforms, and a range of sustainability
offerings including strategy formulation, compliance, lifecycle assessment, and ESG
consulting.
Connecting with customers: Your Company prioritise building brand equity by
actively engaging with the customers to address their current and future needs, ensuring
their satisfaction while aligning with the Company's sustainability goals.
Partnership:
Learning and Sharing: The Company collaborates with partners and other companies to
establish an alliance ecosystem, supplementing each other's capabilities on joint
projects. By engaging with academia, businesses, NGOs, and governments, your Company
addresses global challenges such as healthcare, climate change, and inequality.
Sustainable supply chain: Your Company ensure alignment throughout the value chain
in its commitment to climate action, supporting the suppliers in adhering to the highest
standards of sustainable and ethical best practices within their organisations.
The Company has meticulously crafted its Integrated Annual Report in accordance with
Global Reporting standards and frameworks. The data presented is assured by a third party,
ensuring compliance with the highest transparency standards.
The Company's progress against sustainability targets and metrics is transparently
disclosed in externally assured Integrated reports, accessible on the company's website:
https://www.techmahindra.com/ about-us/sustainability/
AWARDS AND RECONGNITIONS
Your Company continued its quest for excellence in its chosen area of business to
emerge as a true global brand. Several awards and rankings continue to endorse your
Company as a thought leader in the industry. A few of the prominent Awards / recognitions
received by the Company during the Financial Year 2023-24 include:
• Tech Mahindra was recognized amongst the ‘Best Organizations for Women
2024' by ET NOW.
• Tech Mahindra was recognized as an_ ‘Iconic Innovator' at the
Economic Times Global Innovation Network 2023.
• Tech Mahindra was recognized as India's ‘Most Sustainable Business of
the Year' at BW Sustainable World Conclave 2023.
• Tech Mahindra was recognized amongst the ‘Top 100 Corporate Startup
Stars (CSS) in 2023 by ICC (International Chamber of Commerce) and Mind the Bridge.
• Tech Mahindra has received leadership score of "A" for CDP
Climate Change, Water Security and Supply Chain 2023.
• Tech Mahindra was recognized under the_‘Rising Star' category at the
BRICS Industry Innovation Contest 2023.
• Tech Mahindra was recognized amongst the ‘Best Tech Brands' at ET
Best Tech Brands 2023.
• Tech Mahindra was recognized amongst the_‘Iconic Brands' at ET
Iconic Brands 2023.
• Tech Mahindra was recognized amongst the ‘Most Innovative Companies'
by Team Marksmen.
• Tech Mahindra was recognized amongst India's ‘Most Trusted Companies'
at VARINDIA Infotech Forum 2023.
These awards are a reflection of the Company's continued efforts in the fields of
business, sustainability, human resource management and its sustained progress towards
creating a better society for all.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the contributions made by
employees towards the success of your Company. Your Directors gratefully acknowledge the
co-operation and support received from the shareholders, customers, vendors, bankers,
Regulatory and Governmental authorities in India and abroad.
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024
[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014] Corporate
Identification Number: L64200MH1986PLC041370
The Members,
Tech Mahindra Limited
Gateway Building, Apollo Bunder, Mumbai – 400001 Maharashtra India.
We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by
TECH MAHINDRA LIMITED (hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/ statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, the Company has,
during the audit period covering the Financial Year ended on 31st March, 2024
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the Financial Year ended on 31st
March, 2024 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings (There were no Foreign Direct Investment transactions
except remittances from the overseas employees for ESOP exercise or External Commercial
Borrowing transactions in the Company, during the Audit Period);
(v) The following Regulations prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (Not applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 as applicable;
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021 (Not applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations,
2018 (Not applicable to the Company during the Audit Period);
(vi) We further report that having regard to compliance system prevailing in the
Company and on examination of the relevant documents and records in pursuance thereof on
test-check basis, the Company has complied with the following laws applicable specifically
to the Company;
(a) The Information Technology Act, 2000; and
(b) The Special Economic Zones Act, 2005.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company
Secretaries of India;
(ii) The Listing Agreements entered into by the Company with BSE Limited and National
Stock Exchange of India Limited read with the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to following
observation:
(a) There was a delay of one day in filing one disclosure to stock exchange on Related
Party Transaction under regulation 23 (9) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 for the half year ended 30th September, 2023.
BSE & NSE has imposed a fine on the Company for such delay, which has been paid by the
Company during the review period.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes were sent at least seven days in advance and a system exists for seeking
and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings were carried out unanimously as
recorded in the minutes of the meetings of the Board of Directors or Committees of the
Board as the case may be.
We further report that there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, the following specific event /
actions having a major bearing on Company's affairs in pursuance of the above-referred
laws, rules, regulations, guidelines, standards, etc. took place:
In accordance with the provisions of section 230 to 232 and other applicable provisions
of the Companies Act, 2013, the Board of Directors in their meeting dated 25th
October, 2023 and 24th January, 2024 have approved the Scheme of Merger by
Absorption of Perigord Premedia (India) Private Limited, Perigord Data Solutions India
Private Limited, Tech Mahindra Cerium Private Limited and Thirdware Solution Limited with
the Company.
For Makarand Lele & Co.
Company Secretaries
CS Makarand Lele
Proprietor FCS: 3453 CP No. 2074
UDIN: F003453F000207681
Firm Registration Number. S1994MH722600
Peer Review Certificate No. 1299/2021
Date: 25th April, 2024 Place: Pune
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