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Tech Mahindra Ltd
Industry :  Computers - Software - Large
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As on: Jun 28, 2022 11:38 PM

Your Directors present Thirty Fourth Annual Report together with the audited accounts of your Company for the year ended March 31, 2021.


(Rs in Million)

For the year ended March 31 2021 2020
Income 305,627 315,916
Profit Before Interest, Depreciation and Tax 62,521 60,663
Interest (632) (667)
Depreciation (6,623) (6,674)
Profit Before Tax 55,266 53,322
Provision for Taxation (12,875) (7,977)
Profit After Tax 42,391 45,345
Other Comprehensive Income 2,453 (3,234)
Balance brought forward from previous year 184,021 171,952
Transition impact of Ind AS 116, net of tax - (78)
Balance 184,021 171,874
Profit available for appropriation 226,432 217,130
Equity Dividends (Including tax on Dividends) (19,335) 2 (27,522)1
Transfer to retained earnings on account of options lapsed 96 59
Others - 26
Transferred to Special Economic Zone re-investment reserve (net of utilisation) (6,319) (5,540)
Buyback of equity shares (refer note 18(v)) - (132)
Balance carried forward 200,874 184,021

1 Interim Dividend for the financial year ended March 31, 2020 and Final Dividend for the financial year ended March 31, 2019

2 Interim Dividend (Special Dividend) for the financial year ended March 31, 2021 and Final Dividend for the financial year ended March 31, 2020


The Board of Directors on October 23, 2020 approved a special dividend of Rs 15/- per equity share (i.e. 300%) on par value of Rs 5/- each which was paid by the Company to the shareholders whose names were appearing in the Register of Members as on November 2, 2020 being the record date for the payment of dividend. Your Directors are pleased to recommend a final dividend of Rs 30/- per share (including a special dividend of Rs 15/- per share) on par value of Rs 5/- (i.e. 600%), 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 2020-21 will be Rs 45/- per share (i.e. 900%) as against Rs 15/- per share (i.e. 300%) in the Financial Year 2019-20.

Your Company has formulated a Dividend Policy which is disclosed on the website of the Company at https:// insights.techmahindra.com/investors/tml-dividend- distribution-policy.pdf


During the year under review, your Company allotted 2,407,703 equity shares on the exercise of stock options under various Employee Stock Option Schemes. Consequently, the issued, subscribed and paid-up equity share capital has increased from Rs 4,829 million divided into 965,852,364 equity shares of Rs 5/- each to Rs 4,841 million divided into 968,260,067 equity shares of Rs 5/- each.


The Company provides connected experiences, offering innovative and customer-centric information technology experiences, enabling Enterprises, Associates and the Society to Rise™. The Company has over 121,000 professionals in over 90 countries, helping 1,007 global customers including many Fortune 500 companies. The Company's convergent, digital, design experiences, innovation platforms and reusable assets connect across a number of technologies to deliver tangible business value and experiences to stakeholders. Your Company also focuses on sustainable business strategy, managing social and environmental impacts, while ensuring that corporate decisions lead to an equitable growth. As a result, Tech Mahindra is one of the three companies from India to be included in the DJSI World Index 2020 and one of the eleven Indian companies in the Emerging markets category.

During the Financial Year 2020-21, the Company's consolidated revenues increased to Rs 378,551 million from Rs 368,677 million in the previous year, a growth of 2.7%. The geographic split of revenue is 47.5% from the Americas, 26% from Europe and 26.5% from the Rest of the World.

The consolidated Profit (including other income) before Interest, Depreciation and Tax was at Rs 75,846 million, against Rs 66,955 million in the previous year.

The consolidated Profit after Tax amounted to Rs 43,530 million as against Rs 38,974 million in the previous year.

In an age of regular technological disruption, Tech Mahindra is delivering value to its customers with its domain expertise and wide range of offerings in blockchain, machine learning, artificial intelligence, cloud, cyber security, quantum computing and IoT combined with an intimate understanding of each customer and their objectives. The Company has collaborated with industry leaders and startups, academia and partners under TechMNxt charter to provide customized yet simplified solutions for customers.


The COVID - 19 pandemic that began in Q4 of FY 2019-20, continues to impact people globally, causing healthcare crisis, impacting economies and businesses at large. Economic activity took a backseat as most efforts were channelized in strengthening health infrastructure and supporting weaker sections of the economy. The Company did witness impact in several of its clients, as organizations resorted to cash conservation and reduction of discretionary spending. This impacted demand in the first half of Financial Year 2020-21. Your Company undertook several initiatives to ensuring safety of its people, assets and communities at large. The Company deployed business continuity plans ensuring continues service to customers throughout these tough times. Your Company realigned its strategy, modified the delivery model and crafted solutions focused on enabling the clients to imagine the future of their business, building and running it for them. This led to a robust demand in the second half of the year, as your Company helped adopt massive technological changes and new business models.


The Company on April 9, 2020 acquired 51% of the share capital of Cerium Systems Private Limited (Cerium). The enterprise value of Cerium is Rs 2,450 million. Cerium is an integrated circuit and embedded software design service provider that is expected to help bolster Tech Mahindra's capabilities in the areas of semiconductor design and testing, embedded software development / testing and product engineering. The remaining 49% to be acquired over the next three years at a valuation linked to the financial performance of Cerium. During the year, the Company acquired a further 6% stake thereby taking the total shareholding to 57%.


The Company on April 9, 2020, acquired 100% of the share capital of Zen3 for a cash consideration of USD 64 million, out of which USD 35 million was paid upfront, USD 4 million will be paid over two years and maximum upto USD 25 million will be paid over three years linked to financial performance. Zen3 is leading software solution group with strong capabilities in AI enablement services, AI speech solutions, cloud engineering, software product engineering and DevOps. Zen3 has more than 1,300 employees across offices in Seattle, Dublin, Bengaluru, Hyderabad and Vishakhapatnam.


The Company acquired 100% of the share capital of Tenzing Ltd and Tenzing Australia Ltd (Tenzing Group) through its wholly owned subsidiary Tech Mahindra (Singapore) Pte Ltd at a consideration of USD 29.5 million including earnouts. The Company is headquartered in Auckland, New Zealand and is engaged in the business of Management Consulting, Digital Transformation and Technology services. It has 145 employees and a turnover of USD 27.4 million. The acquisition will bring strong capabilities primarily in the Insurance vertical along with expanding footprint in the Australia and New Zealand (ANZ) market. The acquisition was completed on December 1, 2020.


Momenton Pty. Ltd. ("Momenton") was acquired by the Company through its wholly owned subsidiary viz., Tech Mahindra (Singapore) Pte Limited at a consideration upto AUD 14.3 million including earnouts. The company is headquartered in Melbourne, Australia and has approximately 55 employees. Turnover for the financial year ended 30th June 2020, was AUD 10.8 million. Momenton is a cloud and engineering services provider with a Banking and Financial Services (BFS) focus. The acquisition will enhance Tech Mahindra's digital transformation capabilities and provide Tech Mahindra a scaled-up presence in the Australian BFS market. This acquisition was completed on 12th February 2021.


The Company acquired 70% of Perigord Asset Holdings Limited ("Perigord") through its wholly owned subsidiary Mahindra Engineering Services (Europe) Ltd at a consideration of EUR 21 Million and the remaining 30% will be acquired over the next four years at a valuation linked to financial performance of the company. Perigord is headquartered in Dublin, Ireland with a presence in Germany, USA and India with 380 employees. For the financial year ending 31st December 2020, the company had revenue of EUR 19.5 million The Indian subsidiaries of Perigord were acquired by the Company directly.

Perigord specialized in end to end packaging supply chain solutions to the life sciences industry with services such as packaging artwork & labelling services, strategic consultancy, creative and digital, strategic outsourcing, managed services and software solutions. The acquisition was completed on 15th March, 2021.


The Company announced the acquisition of Payments Technology Services Limited, Hongkong on 12th January 2021 at a consideration of USD 9 million. The company is headquartered in Hong Kong and has approximately 109 employees. Turnover of the Company for the financial year ended 31st December 2019 was USD 5.4 million.

The Payments Technology Services entity is a step- down subsidiary of Fidelity Information Services (FIS). The acquired capabilities in the payments space will give us access to IPs and licenses for two products, which is consistent with the strategy of pivoting the business towards products and platform implementations as well as participating in the banking transformation programs. This acquisition will open up other opportunities for Tech Mahindra across a number of areas in partnership with FIS.


The Company announced the acquisition of DigitalOnUs, Inc. ("DigitalOnUs") on 19th April 2021 at an enterprise value of USD 120 million through its wholly owned subsidiary, Tech Mahindra (Americas) Inc. The company is headquartered in San Jose, California, USA. DigitalOnUs is focused on Cloud Native Development and Hybrid Cloud Automation services. The acquisition of DigitalOnUs will enhance Tech Mahindra's capability in cloud native engineering and position it to develop cutting-edge digital solutions for its customers. DigitalOnUs has more than 380 employees. For the financial year ending 31st December 2020, the company had revenue of USD 30.6 million. The Indian subsidiary of DigitalOnUs namely DigitalOps Technology Private Limited has been acquired by the Company.


The Company announced the acquisition of Eventus Solutions Group, LLC. ("Eventus") on April 26, 2021 through its wholly owned subsidiary Tech Mahindra (Americas) Inc. at a consideration of USD 44 million. Eventus provides end-to-end customer engagement solutions, such as strategy consulting, cloud based tools and automation services and managed services. The company is headquartered in Denver, Colorado. It has a turnover of USD 33.2 million in CY2020, with an employee base of around 100 spread across various states in the US.

The acquisition of Payment Technology Services Ltd, DigitalOnUs and Eventus are yet to be consummated on the date of this report.


The performance and financial position of the subsidiaries, associate companies 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 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, joint ventures or associate companies during the year are provided in "Annexure II" to this report. The Company is actively pursuing the initiative on consolidation of its subsidiaries/branches to optimise the operational costs. During the year under review, your Company has closed/merged Eight subsidiaries.

In terms of the provisions of Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Tech Mahindra (Americas) Inc. is a wholly owned unlisted material subsidiary of the Company.

The policy for determining material subsidiaries formulated by the Board of Directors is disclosed on the Company's website and is accessible on https:// insights.techmahindra.com/investors/Policy-For- Determining-Material-Subsidiaries.pdf


The Board of Directors at its meeting held on January 31, 2021 approved the Scheme of Merger of Tech Mahindra Business Services Ltd and Born Commerce Private Ltd with the Company. Accordingly, the companies filed the applications before Hon'ble National Company Law Tribunal (NCLT), Mumbai and Chennai Benches respectively. The applications are pending for admission as on the date of this Report.


Your Company has taken several initiatives in the development of human resources, the most important asset of the Company. Some of the initiatives taken in this area are -

Wellness: Putting Well-being at the Forefront

Since 2017, your Company has been leading a unique corporate wellness program called "Wellness Before Business" that has helped prioritize health as the foundation of its associates' professional, personal, and spiritual well-being. Your Company was able to adapt faster to the challenges of the COVID-19 pandemic, with all actions aligned to this belief. It also gave birth to the mantra of #WellnessFirst and encouraged mental & virtual connect amongst teams while remaining physically apart. Your Company launched the AMIGO Program for holistic emotional and mental wellness for associates and their dependents. Your Company conducted daily health sessions for mental (psychological experts with byte sized videos), emotional (stay connected virtually while maintaining social distance) and physical (how to stay healthy and fit) wellness. By transitioning to virtual wellness services, daily sessions with experts and incentivizing wellness benefits, your Company has encouraged its associates stay distant, yet connected.

Pandemic: Enabling Work from Home

Your Company was amongst the first to publicly express the need for staying distant and being safe with a logo tweak, the "e" in "Tech Mahindra" being boxed inside a home. Your Company formed Rapid Action Task forces at different locations for business continuity and enabling work from home. These teams helped in collaborating with government authorities, complying with health advisories, implementing best practices like travel restrictions and defining local emergency protocols. Your Company also rolled out several new policies like Remote Workstation set up, Laptop Rental, Special COVID-19 Leave Benefit, Insurance cover for Home Quarantine and Vaccination Cost Reimbursement to support working from home. Associates were also provided with infrastructure support for networking and security requirements. To make associates and managers accustomed to working from home, the WFH101 program was launched within a week of the lockdown. These activities enabled over 90% of associates to work from home productively within 72 hours of the government's lockdown announcement.

Leadership: Peacetime Leaders to Wartime Generals

The COVID-19 pandemic changed the leadership paradigm and style of functioning. Your Peacetime Leaders became Wartime Generals. Like in war, one does not have the luxury of time to mull over decision making, the pandemic called for leaders to become agile, think fast and act faster. It meant being focused and yet open to revisiting strategies, taking bold risks, judiciously deploying resources and above all, working tirelessly till the war was won! This new model of ‘Wartime Generals' is what your Company sought to create. These new leaders helped rally their teams, kept the team engaged and communicated clear, crisp messages frequently while challenging conventional thinking. Your Company has launched a real-time Performance Management System for its top 300 leaders to drive a high-performance culture which ensures that key business initiatives and leaders' goals are in-sync and tracked regularly. Your Company has also setup five transformation offices and identified 36 strategic initiatives along with output metrics, targets and RACI.

Communication: Frequent, Transparent and Empathetic

With associates working from home, your Company faced natural challenges in ensuring that a distributed workforce stayed connected. Your Company communicated with urgency, transparency and empathy to help associates adjust to the constantly changing conditions crises bring and to maintain a single source of truth. Your Company created a live microsite to prioritize consistent and continuous communication. Your Company launched a daily newsletter called TechM Coronicles that included a video message from a leader, inspirational stories, clarification of rumours, training calendars, associate engagements and customer kudos. Additionally, a new connect series called PrimeTime was introduced to keep associates updated and inspired by external speakers. This was a daily one-hour virtual connect and it featured global leaders from a cross section of industries including Sports, Cinema and Politics. There were close to 150 episodes of Primetime over the course of the year.

Engagement: lovetobeTechM has no boundaries

Your Company used connected technologies to create meaningful experiences for associates working remotely and organized several collaborative activities that included their families. Through the "Each One House One" initiative associates welcomed their colleagues from their neighborhood into their homes. Your Company also facilitated the return of approximately 2000 associates and their families who were stranded abroad through repatriation flights.

Rewards: Nurturing A Culture of Giving

Your Company and its associates believe in driving positive change especially the vulnerable communities impacted during pandemic through individual and Company social responsibility. Last year associates donated '1.5 million towards social causes - a 105% increase over the previous year. Associates also helped vulnerable communities through voluntary services like grocery/grain distribution, tree plantation and community drives, taking care of migrant workers, donating PPE kits / medical supplies etc. Your Company also facilitated the screening of around 10,000 third-party vendors, associates and members of the partner ecosystem including those working in pantry, sanitation and security departments through the Mhealthy platform. Mhealthy was launched in July 2020 with 32 screening tests, risk profile, access to medical care, antibody test for COVID-19 to secure the workplace. Through these numerous measures,

your Company has continued to recognise the extra ordinary resilience shown by associates through its digital platform that nurtures appreciation and social sharing.

Hiring: Reversing the pyramid

Your Company has taken proactive steps to introduce young talent that will thrive in the ‘new normal.' With the launch of new programs like LEAP and ELEVATE, your Company gives fresh graduates the flexibility of remote work from home. These programs in addition to the existing ELITE Engineering graduate hiring, Management Trainee program (for hiring fresh talent from B-schools) and Global Leadership Cadre program (for fast-tracking the growth of young leaders) help your Company reverse the pyramid. Your Company has also expanded the use of the #NewAgeDelivery platform in the hiring process by checking for internal talent that are to be released from projects or those already on the bench so as to reduce external hiring costs.

Learning: Becoming Fit4Future

During the year virtual learning picked up momentum as your Company prioritized re-skilling and upskilling through the NAD Learn (formerly Upskilling as a Service) platform. This self-learning ecosystem has offered more than 55,000 associates the opportunity to become full-stack/ full cycle professionals. 20,000+ associates are engaged in the RIDE Future Skilling program that is helping your Company transition to new age technologies. Your Company launched EMBARK to train 500+ Program Managers on ten special competencies. The top 300 Leaders who completed the Chrysalis program last year had a special 3-month development journey to help them lead during this unprecedented time. Your Company has also helped 400+ customers across 31 countries prepare for a post COVID-19 world by sharing best practices and learning content.

Diversity: Creating a sense of Belonging

Your Company reinforced its commitment to being intentionally diverse by becoming a signatory of UN Women and a part of the WEP (Women's Empowerment Principles) Community. The Women Leaders Program has helped your Company identify more than 50 trailblazers who can drive future business in the ‘new normal.' Focussed efforts were made towards generational diversity as young leaders were developed through programs like AIM, Ascend and Transcend.


The Company continues its focus on quality and strives to exceed customer expectations at all times. During the year, it continued to strengthen the implementation of CMMI Dev v1.3 (Capability Maturity Model Integration) Dev v1.3 (Capability Maturity Model Integration) (Development) for which the organization is assessed at L5. Similarly it underwent various upgrade and continuous evaluation audits for multiple standards during the year in order to meet client demands and enhance value delivery - Successfully assessed for, CMMI Dev v 1.3, Level 5, ISO 9001:2015 (Quality Management System), ISO 20000-1:2018 (Information Technology Service Management System), ISO 27001:2013 (Information Security Management System), TL9000 R 6.2/ R5.6 (Quality Management Systems for Tele Communications industry), ISO 13485:2016 (Quality Management Systems for medical devices - scope of certification limited to medical devices business within Tech Mahindra), AS9100 Rev D (Standard for Aerospace domain - scope of certification limited to the aerospace business within Tech Mahindra).

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 22301:2012 (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.

During the pandemic year, the entire quality management system was put to test, associates were working from home while complying with all security requirements and able to deliver the services to the desired quality as per customer contractual commitments.

Tech Mahindra (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 6 (on scale of 1-10 stages) of Mahindra Business Excellence Framework - The Mahindra Way. These certifications are testimony of the robustness of business processes and at large the quality culture imbibed in the organization.

Your Company has continued to strengthen the process for transforming Quality Assurance processes & delivery methods to New Age Delivery processes through the #NewAgeDelivery Engine. This engine focuses on asset creation and re-usability, enabling associates to be rightly skilled through Upskilling as a service, enabling projects and programs to deploy smart planning and crowd sourcing through Capability as a service, providing an automated workflow environment for the associates to execute the project seamlessly through Digital inside and Continuous Delivery. All of this has lead to better customer experience and faster quality delivery. This engine is further strengthened with command center view for the programs and units to access their realtime performance against the targets. Moreover the system is enabled with automated signals and alerts when the performance breaches the threshold for the owner to take corrective actions. The Company is putting all these initiatives in place to ensure that it deliver as stated in its Quality Policy.


During the 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 is liable to retire by rotation and offers himself for reappointment.

Dr. Anish Shah (DIN: 02719429) who was appointed as an Additional Director with effect from September 10, 2019 has been appointed as Director of the Company at the Annual General Meeting held on July 28, 2020.

Your Directors co-opted Mr. Manoj Bhat (DIN: 05205447) as an Additional Director with effect from 2nd April 2021 whose term will end at the ensuing Annual General Meeting and being eligible offers himself for appointment.

Mr. V.S. Parthasarathy, (DIN: 00125299) resigned as director of the Company with effect from 31st January 2021. Your board places on record its sincere appreciation for the valuable services rendered by Mr. Parthasarathy to the Company during his tenure.

In terms of Regulation 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. T. N. Manoharan, Independent Director of the Company has been appointed as Director in Tech Mahindra (Americas) Inc., a Wholly owned unlisted material subsidiary of the Company with effect from May 21, 2019.

Mr. T. N. Manoharan was also appointed as Lead Independent Director by the Board of Directors at its Meeting held on April 26, 2021.

In the opinion of the Board of Directors the Independent Directors have relevant proficiency, expertise and experience.


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 program for familiarisation of the Independent Directors with the Company are available on the Company's website and can be accessed at; https://insights. techmahindra.com/investors/tml-familarisation- progarmmes-for-IDs.pdf

The Board members are also regularly updated on changes in the statutory provisions like changes 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 MD & CEO of the Company had a quarterly session with Board members sharing updates about the Company's business strategy, operations and the key trends in the IT industry that are relevant for the Company. These updates help the board members in keeping abreast of the key changes and their impact on the Company.


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 a 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.


The Board met seven times during the financial year 2020-21. 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 SEBI Listing Regulations.


The Governance policies laid down by the Board of Directors of your Company include:

i. Policy on 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 are provided in "Annexure III".

The policies are available on the Company's website on https://insights.techmahindra.com/investors/ Governance-Policies-including-remuneration-to- Directors-KMPS.pdf


In accordance with the principles of transparency and consistency, your Company has adopted governance policies for its Board of Directors, Key Managerial Personnel & senior management appointments, remuneration and evaluation. In line with these Governance policies, the Company has established a formal Succession Planning Program for key managerial persons across the organization. The Board evaluates all such plans at a regular intervals and institutes a formal program for filling any such critical position. The Board evaluates both internal and external candidates for such positions alongwith the recommendations of the Company. The Company also has a leadership development program where it identifies high potential managers, and trains them to take up the positions of higher responsibilities. The Company has identified the second line of leadership, which provides stability to the business in any contingencies.


The Company has laid down a policy on training for Independent Directors, as part of the governance policies. The Senior Leadership of the Company update the Directors on the regulatory changes, Business strategy and operations periodically.


Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. C. P Gurnani, Managing Director & Chief Executive Officer, Mr. Manoj Bhat, Chief Financial Officer and Mr. Anil Khatri, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company during the year under review. Mr. Milind Kulkarni was appointed as Chief Financial Officer of the Company w.e.f. 2nd April 2021.


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 March 31, 2021 and of the profit of the Company for the 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.


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 safe guarding of assets, the prevention & detection of frauds & errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.


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 the Company has done any one time settlement with any Bank or Financial institutions.


The members, in the 30th Annual General Meeting held on August 1, 2017, appointed B S R & Co. LLP, Chartered Accountants, [Firm's Registration No. 101248W/W- 100022] as the Statutory Auditors of the Company, to hold office for a term of five years from the conclusion of the 30th Annual General Meeting (AGM) of the Company held in the financial year 201718 until the conclusion of the AGM of the Company for the financial year 2021- 22 on such remuneration as may be determined by the Board of Directors.

The members may note that the Ministry of Corporate Affairs vide notification dated May 07, 2018, has done away with the requirement of yearly ratification of appointment of Statutory Auditors, at the AGM.

Pursuant to Section 139 of the Companies Act, 2013 the statutory auditors B S R & Co. LLP, Chartered Accountants have confirmed that they are eligible to continue as auditors.

There are no qualifications, reservations, adverse remark or disclaimer made in the audit report for the Financial Year 2020-21.


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 Dr. K. R. Chandratre, Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is available at "Annexure IV" to this report. There are no qualifications, reservations, adverse remark or disclaimer made in the Secretarial Audit Report.


The Company has complied with the applicable Secretarial Standards.


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 at the web link: https://insights.techmahindra.com/investors/mgt7- annual-return-202021.pdf


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 Managing Director & CEO of the Company, received any remuneration or commission from Subsidiary Companies of your Company.

The details of remuneration paid to the Directors including the Managing Director & CEO of the Company are given in Corporate Governance Report.


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 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.


Your Company laid down Prevention of Sexual Harassment (POSH) policy which is available on its website. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The status of complaints received under POSH and redressed by the POSH Committee of the Company, during the financial year under review, are given below:

a) Number of complaints received - 30

b) Number of complaints redressed - 28

c) Number of complaints pending - 2

The Company carried out focused campaign on POSH and Awareness drives with the help of its BPS teams. Further the employees are required to undertake mandatory certification on POSH to strengthen the POSH awareness and sensitivity.


During the 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 SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular dated June 16, 2015 the details of the ESOPs are uploaded on the Company's website; https:// insights.techmahindra.com/investors/Details-of- ESOPs-FY-2020-21.pdf


A report on Corporate Governance covering among others composition, 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.


A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.


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.


The Risk Management Committee of the Board of Directors guides the operating management to identify risks, analyze their probability and impact and prepare mitigation plans. It periodically reviews the Risk Management Framework & Enterprise Risk Register which is presented by the Chief Risk Officer. The Company identifies all potential risks, economical, business, currency, operational, climate, governance, financial 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 (MDA).


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.


The Company has not accepted any deposits from the public during the 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.


All transactions entered into 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 were in conflict with the interest of the Company and requiring 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 materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company's website and can be accessed at following link https://insights.techmahindra.com/investors/Related- Party-Transactions-Policy.pdf

The particulars of related party transactions in prescribed Form AOC - 2 are 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.


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.


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. In accordance with the amendments made in Section 135 in January 2021, the CSR Policy has been duly revised and is available at https://files. techmahindra.com/static/img/pdf/csr-policy-techm- v3-march2021.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. During the year under review, the Company contributed a significant amount towards COVID-19 relief efforts.

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.


The Foundation was set up in 2006, as a Section 25 Company (referred to as a Section 8 Company in the Companies Act, 2013). Since then, it has worked tirelessly towards the overarching vision of "Empowerment through Education", establishing itself as a prominent CSR player within the Mahindra Group as well as a leading social organization at the national level. The Foundation essentially works with children, youth and teachers from disadvantaged urban communities in India, with a special focus on women and persons with disabilities. During the year under review, Tech Mahindra Foundation has successfully implemented 150 high-impact projects with more than 90 partners, directly benefitting 31,767 individuals. In addition, the Foundation reached out to over 1.5 Million people across the country through its COVID Relief efforts.


The key initiatives in the area of School Education include:


Tech Mahindra Foundation's educational initiatives under ARISE are long-term school improvement programmes, in partnership with local governments and partner organisations. The Foundation in 202021 worked with 30 government schools to turn them around into model schools of excellence. Around 6,400 students were covered under this programme.

During the year, the Foundation expanded its work for children with disabilities through its ARISE+ programme. This programme is a variant of ARISE in which children with disabilities are provided chronic therapy as well as special education to help them lead more fulfilling lives. Through 25 projects, the programme enabled 2,776 differently-abled students to become better learners and more independent in managing themselves. As the interventions shifted to online mode, 430 students were provided digital tablets to ensure continuity of learning.


Shikshaantar, envisioned as a programme for enhancing capacity of government school teachers, has emerged as an important programme in the education portfolio of the Foundation. TMF works with the Municipal Corporations in East Delhi and North Delhi by running their In-Service Teacher Education Institutes, and during the year under review, as many as 6,378 teachers were trained as part of this initiative. This included specially designed modules for Digital Literacy, Cyber Security and Mental Health that were delivered to the teachers through online sessions.


In order to increase the footprint of its work in education and reach the unreached, TMF launched a unique initiative in 2019-20 - the Mobile Science Lab. For this, a Mahindra bus was remodeled into a science lab on wheels that travelled across schools in East Delhi to provide STEM learning for children in grades 3 and 4. Though the program could not be implemented because of COVID, a second Mobile Science Lab was commissioned through funding received from the National Scheduled Caste Finance & Development Corporation.


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 three Centres in 2012 and is currently running over 100 Centres at 11 locations across India. These include SMART Centres, SMART+ Centres (training for people with disabilities), and SMART-T Centres (training in technical trades).

In financial year 2020-21, your Company trained 14,394 young women and men under its SMART program, of which, 1,687 were persons with disabilities. Upon successful completion of the course, more than 70% of the graduates are placed in jobs across multiple industries. A significant achievement for the year was that the average salaries earned by the students increased by over Rs 500 per month, despite the severe impact of the pandemic.

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 and Digital Technologies. During FY 2020-21, 1,317 students were enrolled to the four Healthcare Academies in Delhi, Mohali, Mumbai, and Pune, the last of which started functioning in March 2021. In addition, another 710 students were enrolled at the SMART Academies for Digital Technologies in Vizag, Hyderabad and Mohali.

TMF's work in COVID Relief

As soon as the pandemic broke out in the beginning of the Financial Year, the TMF team shifted its emphasis towards carrying out relief activities for those who were the hardest hit - daily wagers, migrant workers, farmers, persons with disabilities and the transgender community. Through a structured and efficient intervention, the Foundation distributed nearly 6 lakhs ration kits, 3.20 lakhs cooked meals, PPE kits, masks, and medical equipment to hospitals. In all, relief efforts worth Rs 14.82 crores were carried out over the year that continued into the current financial year as well. Till date, over 20 lakhs people have benefitted through these efforts.


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 and 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.


Mahindra University (MU) was notified by the Government of Telangana vide Telangana Ordinance No. 1 of 2020 dated 20th May 2020 as per the

Telangana State Private Universities (Establishment and Regulation) Act, 2018 for "educating future citizens for and of a better world".

Mr. Anand Mahindra, Chairman of the Company and the Mahindra Group is the Founding Chancellor of the University and he believes that Professional Courses have the greatest potential to contribute to economic inclusivity and sustainable development.

The University will drive a meaningful shift in the way we deliver higher education, besides focusing on infusing emerging technologies into the education space, it will drive interdisciplinary academic excellence, integrating science technology, humanities, ethics, philosophy and design, with purpose. It will also stress on developing multiskilled leaders, who are ethical and empathetic, and capable of reflection as well as innovation.

The University is India's first to leverage AI & EI (artificial & emotional intelligence) for both education as well as collaboration, across the board.

Besides the existing programs in Civil Engineering, Computer Science Engineering, Electrical & Electronics Engineering, and Mechanical Engineering, the Ecole Centrale School of Engineering is offering 4-year UG programs of study in Electronics & Computer Engineering, Artificial Intelligence, and Computation and Mathematics from academic session 2020-21.

In the 2020 academic session, 657 students were admitted to the University in UG engineering programs, including 42 students in the PhD program in Engineering. Due to constraints imposed by the pandemic, classes had to be held online for most of the academic session.

The University started its accreditation process with submission of requisite documentation to the National Board of Accreditation for the four UG programs in CSE, EEE, Civil and Mechanical Engineering.

The Annual Report on CSR activities is provided as "Annexure VIII".


The pandemic has reinforced the fact that a focused sustainable strategy is needed for business continuity and profitable growth. All businesses have a critical role to play as a source of finance, driving innovation, and ensuring economic growth and employment.

The environment, social and governance (ESG) principles built-in the Tech Mahindra long-term growth strategy have helped to mitigate risks and drive profitable growth even in this crisis situation. Adopting resilient strategies and sustainable transformation with a focus on low carbon future have helped the Company to quickly adapt to disruptions and leverage the processes towards Business continuity. The Company's commitment to environment sustainability, climate change and water security spans the entire business. As a Company with a purpose, it has delivered on its promise to run better, change faster and grow greater while also creating meaningful human experiences for all. The Cpmpany is pursuing plans that will have long-term impacts on the planet and communities, leading to a balance between sustainability and overall business profitability.

With a structured stakeholder engagement process, Tech Mahindra has been able to design strategies and initiatives, which not only improves our sustainability credentials but also reinforces its overall business philosophy. The Company is breaking through new frontiers, turning to renewable energy to achieve ecological balance while ensuring that when it comes to investments, the Company is pioneering new solutions for sustainable development. Your Company emphasis on green eco-system is seen through its commitment to going carbon neutral, making optimum use of resources and moving towards a low emission technology. The profitability of the Comopany is aligned with its principles, allowing to set sustainability milestones on its journey toward a secure future.

Your Company is aligned to the SDGs (Sustainable Development Goals) and its sustainability focus areas are as below:

• Going Carbon Neutral: Increase use of renewable energy through onsite installation and open access; improve energy efficiency through installation of LEDs, sensors; boost green investments by implementing Carbon Price; optimize business travel by enabling virtual meetings; encourage use of public transport and carpool to reduce commute emissions; plant trees to offset carbon footprints; move towards a low carbon economy ensuring environmental protection

• Saying No to plastic: Maintain plastic-free campuses and encourage associates and stakeholders to use eco-friendly & biodegradable materials. Spread awareness and initiate campaigns on preventing single-use plastic

• Reduce, Reuse, Recycle, Recover: Implement process of Reduce, Reuse, Recycle and Recover across the value chain to limit waste and enable a circular economy

• Sustainable supply chain: Ensure our suppliers follow the highest standard of sustainable and ethical best practices; optimise logistics and transportation to reduce emissions

• Work-life balance: Provide an assured career development path and a feasible and flexi work- life balance to our associates along with a range of associate-friendly policies and processes

• Innovation: Becoming future ready by proactively encouraging Innovative thinking across the organization, adopting technology disruption to reduce emissions and going digital. Developed sustainable solutions with technologies like loT, Automation, Blockchain and AI in sustainability that will help enable a pathway to reduce emissions and other impacts of climate change.

• Green solutions: Investing in Smart grid, Microgrid-As-A-Services, Community Action Platform for Energy, Integrated Electric Vehicle Charging systems, Smart data hubs and Smart Cities for our Customers to reduce their emissions

• Individual Social Responsibility: encourage associates in making sustainability a part of their daily lives even while working from Home

• Transparency: Showcase our organizational policies, processes, risk management along with financial, environmental and social data in the Integrated Reports available online

The commitment and performances are validated by the external recognition the Company received:

> The only Indian company to be listed in Carbon Clean 200 by Corporate Knights and As You Sow

> The only Indian IT company to score double ‘A' in CDP Climate and CDP Water

> Included in the Climate Disclosure Project (CDP) Supplier Engagement Leaderboard 2020

> One amongst only 3 companies from India to be in DJSI World Index 2020

> One of only 11 Indian Companies in DJSI Emerging Markets 2020

> Only Indian company recognized amongst the ‘2021 Global 100 Most Sustainable Corporations' by Corporate Knights

> Scored A+ and included in the top 5 of India's most Sustainable companies by Business World in collaboration with Sustain Labs Paris

> Awarded Gold rating with 94 percentile in 2020 by ECOVADIS

> Constituent of FTSE4Good Index 2020 by Financial Times Stock Exchange-Russell Group

> Winner of Mahindra Group Sustainability Performance Award 2020

> Leaders with 99 percentiles in SUSTAINALYTICS

The Integrated Annual Report is based on various global standards and frameworks like TCFD (Taskforce on Climate Related Financial Disclosures), CDSB (Climate Disclosure Standards Board), SASB (Sustainability Accounting Standard Board) and GRI standards and assured by third party according to ISAE International Standard on Assurance Engagement) 3000 standard.

Tech Mahindra discloses climate-related risks and opportunities in line with the recommendations of TCFD which focusses on the financial impact of climate-related changes on our operations.

The TechM Board is accountable for all risks and opportunities. The MD and CEO of the Company chairs the CSR Committee of the Board and has the ultimate responsibility for Sustainability. He is ably supported by the Chief Sustainability Officer who directly reports to him and Senior Management members of the Sustainability Council who manage all aspects of climate change including climate-related risks and opportunities.

The pandemic has made it imperative to make this a time of change and a time of learning. Your Company embed sustainability into COVID-19 economic recovery, implement their promises and stretch its commitments to provide for a better and more sustainable future. Tech Mahindra is committed to the SDGs and is transitioning to a low-carbon economy to achieve the goals of Paris agreement. The strategy includes futureproofing its growth against impending changes in policies and regulations and increasing its compliance readiness. The Company is agile and adaptive to dynamic changes in internal and external environment with strategies in place to manage all business and climate change risks in an effective way. The Company has a robust business continuity management framework and incident response team that ensure it is resilient to any climate change risks.

The targets and the metrics used for managing climate related risks and the progress against these targets are disclosed in the externally assured Integrated reports available here- https://www.techmahindra. com/en-in/sustainability/


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. Few of the Awards / recognitions received by the Company during the year 2020-21 include:

• Tech Mahindra ranked 10th - winner of ATD Best Award in the ‘Other - IT' category

• Tech Mahindra won Gold Stevie and Bronze Stevie at "2020 Stevie Awards for Great Employers"

• Tech Mahindra's Mhealthy won ETHealth Award for Best Technology Solution for COVID-19

• Tech Mahindra amongst 50 best workplaces for women by the Great Place to Work Institute.

• Tech Mahindra recognized amongst ‘India's Top 20 Companies for Sustainability and CSR 2020' by The Economic Times and Futurescape 7th Responsible Business Rankings during ETSDG Impact Summit 2020.

• Tech Mahindra recognized as a leader in 2020 Gartner Magic Quadrant for IT Services for communications service providers, worldwide.

• Tech Mahindra has featured amongst the Top 10 "Best Companies for Women in India (BCWI)" by Avtar and Working Mother for the third year in a row and declared ‘Champions of Inclusion' in the most inclusive companies of India Index.

• Mr. C. P. Gurnani recognized as ‘The Technology Icon of India' by VARINDIA Brand book on ICT industry.

• Tech Mahindra featured in Fortune India 500 most valuable firms.

• TMF is a winner for the category ‘Best Corporate Foundation COVID-19 Relief Project [Large Impact]' at the 9th India CSR Awards 2021.

• Tech Mahindra's Surveillance Solution for Kanpur Smart City is amongst the winners at FICCI India Smart Urban Innovation Awards 2021.

• Tech Mahindra amongst Forbes Top 50 Organizations in Blockchain for 2021.

• Tech Mahindra recognized as a Leader in Gartner 2021 Magic Quadrant for Customer Service BPO.


Your Directors place on record their appreciation for the contributions made by employees towards the success of your Company more particularly ensuring business as usual in spite of COVID-19 impact. Your Directors gratefully acknowledge the co-operation and support received from the shareholders, customers, vendors, bankers, regulatory and Governmental authorities in India and abroad.

For and on behalf of the Board
Anand G. Mahindra
Place: Mumbai Chairman
Date: April 26, 2021 (DIN:00004695)