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Tech Mahindra Ltd			Industry : Computers - Software - Large


BSE Code:	532755	NSE Symbol:	TECHM	P/E(TTM):	58.33

ISIN Demat:	INE669C01036	Div & Yield %:	2.28	EPS(TTM):	29.96

Book Value(Rs):	227.4946568	Market Cap ( Cr.):	171033.64	Face Value(Rs):	5

Change Company

Your Directors are pleased to present the Thirty Seventh Annual Report along with the audited accounts of your Company for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS (STANDALONE)

Rs. ( in Million)

For the Financial Year ended 31^st 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 31^st March, 2024 and Final Dividend for the Financial Year ended 31^st March,2023

2 Interim Dividend (Special Dividend) for the Financial Year ended 31^st March, 2023 and Final Dividend for the Financial Year ended 31^st March, 2022

DIVIDEND

The Board of Directors on 25^th 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 02^nd 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 31^st 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 20^th February, 2024 at a cost of AUD 5 Mn. OCSI was incorporated on 15^th 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 24^th October, 2023 and 24^th 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 1^st 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 15^th June, 2023, appointed Mr. Mohit Joshi, (DIN: 08339247) to hold office as Whole-time Director and Managing Director (Designate) with effect from 20^th June, 2023 up to 19^th December, 2023 and as Managing Director & CEO with effect from 20^th December, 2023. This appointment was for a period of 5 (five) years upto 19^th June, 2028 (both days inclusive) was approved by the Members of the Company at the Annual General Meeting held on 27^th July, 2023 and also approved by the Central Government under Section 196 of the Companies Act, 2013 vide their letter dated 02^nd February, 2024.

Mr. C. P. Gurnani ceased as Managing Director & CEO of the Company with effect from close of business hours of 19^th 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 1^st August, 2019 ends on 31^st July, 2024. The Board of Directors at its meeting held on 25^th 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 31^st July, 2024, the Board of Directors at its meeting held on 25^th 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 1^st 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 26^th July, 2024 to 25^th 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 25^th 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 18^th 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 17^th 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 21^st 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 31^st 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 10^th 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 19^th December, 2023), Mr. Mohit Joshi, Whole Time Director designated as Managing Director (Designate) (with effect from 20^th June, 2023 upto 19^th December, 2023) and as Managing Director and

CEO with effect from 20^th 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 31^st 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 35^th Annual General Meeting (AGM) held on 26^th 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 35^th 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 30^th 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 15^th 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 31^ST 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 31^st 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 31^st 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 30^th 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 25^th October, 2023 and 24^th 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: 25^th April, 2024 Place: Pune