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EQUITY - MARKET SCREENER

Tech Mahindra Ltd
Industry :  Computers - Software - Large
BSE Code
ISIN Demat
Book Value()
532755
INE669C01036
257.9449957
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
TECHM
24.59
108501.9
EPS(TTM)
Face Value()
Div & Yield %
45.32
5
4.03
 

As on: Dec 04, 2022 11:41 PM

Your Directors present the Thirty Fifth Annual Report along with the audited accounts of your Company for the year ended March 31, 2022.

FINANCIAL RESULTS (STANDALONE)

(Rs in Million)

For the year ended March 31 2022 2021
Income 362,489 305,627
Profit Before Interest, Depreciation and Tax 70,081 62,521
Interest (636) (632)
Depreciation (6,599) (6,623)
Profit Before Tax 62,846 55,266
Provision for Taxation (13,715) (12,875)
Profit After Tax 49,131 42,391
Other Comprehensive Income 1,081 2,453
Balance brought forward from previous year 200,874 184,021
Profit available for appropriation 249,753 226,432
Equity Dividends (Including tax on dividend) (43,624)1 (19,335)2
Transfer to retained earnings on account of options lapsed 74 96
Transferred to Special Economic Zone re-investment reserve (net of utilisation) - (6,319)
Transferred from Special Economic Zone re-investment reserve on utilization 6,348 -
Balance carried forward 212,551 200,874

1 Interim Dividend (Special Dividend) for the Financial Year ended March 31,2022 and Final Dividend for the Financial Year ended March 31,2021

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

DIVIDEND

The Board of Directors on October 25, 2021 approved a special dividend of Rs 15/- per share (i.e. 300%) on 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 November 5, 2021, 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 F Y 202122 will be Rs 45/- per share (i.e. 900%) similar to the dividend of Rs 45/- per share (i.e. 900%) paid for the Financial Year 2020-21.

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 year under review, your Company allotted 3,573,412 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 4,841 million divided into 968,260,067 equity shares of Rs 5/- each to Rs 4,859 million divided into 971,833,479 equity shares of Rs 5/- each.

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

Tech Mahindra lives by the philosophy of creating a connected world built on connected experiences. It thrives on change powered by the intelligent symphony of technology and humans, designing both meaningful and sustainable experiences. Your Company is strongly positioned to succeed in this new normal and deliver what's NXT.NOW for its customers. The Company has a rare combination of connectivity and experience as its endowment which, along with its big bets on Cloud and engineering, form the Company's NXT.NOW strategy.

The main components of the NXT.NOW Strategy are:

Connectivity - Modernizing networks has been our legacy for more than 25 years, serving the top global wireless communication service providers.

Experience - The Company provides award-winning and industry-leading capabilities in human-centric design.

Cloud - The Company continues to invest in rapidly scaling its partnerships and is uniquely positioned to deliver on the promise of Cloud, AI, and cyber security for its customers.

Engineering - The Company is home to leading products and software capabilities, enabled by a network of global excellence centers and top engineering talent.

During the Financial Year ended on March 31, 2022, the Company's revenues grew to Rs 446,460 million on consolidated basis as against Rs 378,551 million in the previous year - indicating a robust growth of 18%. The growth was broad based across geographies as both Americas and Europe contributed in line with overall revenue growth. The Company also saw healthy growth across business segments in CME and Enterprise verticals.

The EBITDA on consolidated basis for the Financial Year 2022 was Rs 80,200 million, a growth of 17% over the previous year EBITDA of Rs 68,470 million. The resultant EBITDA margins were in a similar range - 18% in FY 2022 as against 18.1% in FY 2021. The post-tax profit of the Company increased by 25.7% to Rs 55,661 million in FY 2022 as against Rs 44,280 million in FY 2021.

The Company saw robust demand for digital transformation services with focus on customer experience and cloud. The Company has seen new deal wins of over USD 3,000 million in the previous year indicating a healthy growth momentum across all business verticals. Your Company's investments in Enterprise SaaS and Hi-tech capabilities will help it cater to increasing modernization demands from businesses in Financial Year 2023 and beyond.

ACQUISITIONS

Your company made the following acquisitions during the financial year 2021-22.

DIGITALONUS

The Company on May 7, 2021, acquired 100% of the share capital of DigitalOnUs Inc. through its wholly owned subsidiary company Tech Mahindra (Americas) Inc. at a consideration of USD 120 million including earnouts and retention bonus. The company is headquartered in California, USA and is focused on Cloud Native Development and Hybrid Cloud Automation Services. This acquisition helped your Company in enhancing capability in Cloud Native Engineering and positioned the Company to develop cutting-edge digital solutions for its customers.

EVENTUS SOLUTIONS GROUP

The Company on June 18, 2021, acquired 100% of the share capital of Eventus Solutions Group, LLC (Eventus) through its wholly owned subsidiary company Tech Mahindra (Americas) Inc. at a consideration of USD 44 million including earnouts. Eventus is headquartered in Denver, Colorado, USA and has strong consulting capability in customer experience (CX) and customer management and enabled your Company to build an industry leading consulting practice in BPS business.

BERIS CONSULTING GMBH

The Company on October 1, 2021, acquired 100% of the share capital of Beris Consulting GmbH (Beris) through its subsidiary Company Tech Mahindra GmbH at a consideration of EUR 7 million including earnouts. Beris has 125 employees and helps your Company to unlock the transformational growth in the IT and application space for the automotive industry as a result of industry trends such as EV, Sharing & Mobility. It will also help your Company to expand its presence, hone local expertise and client relationships in the German market.

INFOSTAR LLC

The Company acquired 100% of the share capital of Infostar LLC (Lodestone) through its wholly owned subsidiary company Tech Mahindra (Americas) Inc. on October 25, 2021 at a consideration of USD 105 million including earnouts. Lodestone is headquartered in California, USA and helps your company to bolster end to end digital product engineering capabilities across design, build and test by employing Lodestone's expertise in data strategy and providing end to end product quality assurance across hardware, software and data layers.

WE MAKE WEBSITES

The Company acquired 100% of the share capital of We Make Websites, UK through its step-down subsidiary company Born London Limited, UK on October 25, 2021 at a consideration of GBP 9.4 million. The company is headquartered in UK and its offerings include Custom Shopify App Development, focused Ecommerce Agency, Design & UX, re-platforming, SEO & Data Migration, Headless Commerce, CRO, Performance Enhancement, Payments & Checkout, Compliance, Accessibility and O2O strategy.

BRAINSCALE

The Company on November 17, 2021, acquired 100% of the equity shares in Brainscale Inc. (Brainscale) through its wholly owned subsidiary company Tech Mahindra (Americas) Inc. at a consideration of USD 28.8 million including earnouts. Brainscale has expertise in Cloud consulting, Cloud enablement, Application Development and Data Analytics, which will bolster your company's consulting capabilities in the Cloud transformation space and will enable your Company to drive growth of Cloud related IT services.

ACTIVUS

The Company on December 3, 2021, acquired 100% of the equity shares in Activus Connect LLC and Activus Connect PR LLC (together called as Activus) through its wholly owned subsidiary company Tech Mahindra (Americas) Inc. at a consideration of USD 62 million including earnouts. Activus is headquartered in Florida USA and has 1750 employees and is in the business of remote customer experience and customer care solution. This acquisition will help improve your company's capability in the work from home Customer Experience Management by employing unique delivery model and disruptive platform called Smart Virtual.

ALLYIS

The Company on December 31, 2021, acquired 100% of the equity shares in Green Investments LLC (Allyis) through its wholly owned subsidiary company Tech Mahindra (Americas) Inc. at a consideration of USD 122.4 million including retention bonus and earnouts. Allyis is headquartered in Seattle, USA and has presence in US, Romania, Costa-Rica and India. The Indian subsidiary was acquired by Tech Mahindra Limited, at a consideration of USD 2.6 million. Allyis offers Technology consulting and managed services that help Organizations to reduce costs, improve performance which would help your Company's capabilities in digital experience solutions and engineering, cloud and automation, BI and Analytics and Technical Support services.

CTC

The Company on January 17, 2022, acquired 100% of the equity shares in Com Tech Co IT Limited (CTC) through its wholly owned subsidiary company Tech Mahindra London Limited at a consideration of EUR 310 million including earnouts. CTC has 720 employees and is a specialized digital engineering and outsourced product development organization with development centers in Latvia and Belarus. It offers high-end-digital engineering services to some of the largest insurance and reinsurance organisations globally. Your Company also acquired 25% equity shares each in SWFT Technologies and Surance Ltd which are early stage InsurTech SaaS ventures with a proven technology.

GEOMATIC.AI

The Company acquired 80% of the share capital of Geomatic.AI Pty Ltd, Australia through its wholly owned subsidiary company Tech Mahindra (Singapore) Pte. Ltd on February 15, 2022 at a consideration of A$6 million. Geomatic.AI is headquartered in Australia and its offerings include digital platforms led nonlinear growth in partnership with AusNet Services an Australian Energy & Utilities distributor and will build digital twins for linear assets leveraging Cloud, Drone and Mobility technologies in the Geospatial domain.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

The performance and financial position of the subsidiaries, associate 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, joint ventures 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 year under review, your Company has closed/merged fourteen subsidiaries.

In terms of the provisions of Regulation 24 of the Securities and Exchange Board of India (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 website of the Company and can be accessed at https://insights.techmahindra.com/investors/Policy- For-Determining-Material-Subsidiaries.pdf

UPDATE ON MERGER

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 petitions before the Hon'ble National Company Law Tribunal (NCLT), Mumbai and Chennai Benches respectively. The petitions are pending for final hearing as on the date of this Report.

HUMAN RESOURCES

The employees of the Company are the most critical asset to your Company. The Company has taken several steps to protect, retain, and improve the competencies of these assets including:

Hiring: War for Talent

Your Company responded to the ‘Great Resignation' by adopting many innovative practices such as remote hiring, hybrid working, productivity to the engagement of remote workforce. With no location constraints, your Company could hire diverse talent including stay- at-home women, retired professionals, Persons with Disabilities (PwDs), gig workers, and more. Through the NXT.Town program, your Company started small centres in Tier-II and Tier-III cities across India to proactively look beyond set boundaries and focus on skill-based hiring in emerging technologies. Your Company is also committed to diversifying talent hiring at global delivery centres to improve local customer connect. Your Company has restructured its referral and campus recruitment programs to actively encourage hiring at the ‘bottom of the pyramid'. The Digital RMG platform has helped your Company proactively hire based on forecasted demand through a custom-built applicant tracking system that allows collaborative hiring and improves the candidate experience.

Learning: Build v/s Buy Talent

At your Company, learning plays a strategic role in the achievement of business goals by facilitating upskilling and creating a future-ready workforce, all the while fulfilling its associates' career aspirations. In order to enable end-to-end digital transformation for global customers, your Company is building skills and keeping its talent pool brimming with new-age technologies. By offering skill-based and accelerated career movement allowance through the Career Acceleration Policy, your Company is encouraging niche skilling, thus creating a win-win situation. Your Company has launched a Cloud Finishing School for creating project-ready talent in Cloud technologies to fulfil business needs. After the success of the EMBARK capability building program for Program Managers, your Company has started an Architect COE for solution and technical architects who work on digital transformation. In an effort to build a roster of young and diverse leadership, the Company has launched focused young leader and women leader programs, with an emphasis on deploying them into new roles once their learning journey is complete. The Company has also partnered with Harvard to offer bite-sized learning content via the Harvard Manager Mentor (HMM) SPARK platform. Your Company continues to leverage its #NAD Learn platform to create full-stack professionals through initiatives like fresher-skilling, project-skilling, future-skilling and bench-skilling (Competence to Deployment) to create future-ready talent, in line with its NXT.NOW philosophy.

Leadership: Extreme Ownership

The natural culture of empowerment at your Company was supercharged during the pandemic as associates took ownership for their deliverables and leaders at all levels were an integral part of the decision-making process. The Leadership team of the Company aims to imbibe the following atomic habits - alternate thinking, bias for action, closure over followup, data over emotions and extreme ownership. This was reinforced through the adoption of a real-time Performance Management Dashboard for the 300+ talent-to-value business leaders whose continuous executive coaching and performance management was instrumental in your Company meeting its financial and strategic goals. Apart from coaching, the Leaders at the Company have also had the opportunity to experience new forms of learning with technology- enabled pedagogies like habit builders, qubit thinking, cinema-based learning, gamification etc. The Company also launched the Leadership Retreat, an eight-day-long learn-as-you-work residential program to replenish the physical, emotional, cognitive, and social energies of mid and senior level leaders.

Performance: Outcome-Driven

Your Company launched the Annual Performance Feedback cycle in December 2021 and has completed its performance appraisal. Aspiring to build a culture where performance is enabled through feedback, managers have been trained to engage in better performance review dialogues with their direct reports and work on an outcome-based evaluation, rather than process or effort measurement. Your Company is creating a high-performance culture through hyper- personalized incentive plans. Your Company has a suite of incentive plans that are designed to create a strong alignment between individual wealth creation and organizational performance. In addition to broad- based incentive plans, your Company has also customized quarterly sprint incentives which create avenues for instant gratification for associates across the front, middle, back offices as well as enabling functions, thereby inculcating a spirit of collaboration. With platforms like Talex, #NAD Learn and a revamped job rotations policy, your Company continued to improve internal mobility.

Wellness: Holistic Wellbeing

The ‘Wellness Before Business' mantra followed by your Company has ensured the collective well-being and safety of its entire ecosystem of stakeholders, including associates, customers, and partners. The Wealth of Wellness (WoW) program ensures preventive, personalized, and proactive holistic wellness across all 8 dimensions of wellness including physical, mental, emotional, and financial parameters. The Company has launched new policies like the Bereavement Support for Dependents (COVID Support) Policy, Sabbatical Leave Policy, and more in response to the unique challenges posed by the pandemic. Your Company also provided financial security and crucial support through the Associate Welfare Trust for 190+ associates, disbursing Rs 2.8 crores. To highlight the importance of physical well-being, your Company launched the Wellness 101 Challenge as well as the Run Anywhere virtual marathon to engage its associates who predominantly worked from home and encouraged them to reclaim their fitness. Mental well-being was prioritized through initiatives like the Mind Plan, People Care Manager Program and the Emotional Wellness Self-Assessment.

Pandemic: #ResolveToRise

#ResolveToRise was an organization-wide campaign by the Company, rallying associates to embrace the Rise credo and encouraging them to stay strong by sharing inspiring stories and initiatives from the ground, including COVID warriors assisting those in need, Company-led innovations using #TechForGood to help the most vulnerable, community-wide volunteering efforts, and more. During the pandemic, the Company also setup a COVID-19 Support Fund, providing much-needed relief to affected families, setting up oxygen plants and donating ambulances to charitable hospitals. Your Company also setup COVID care centres at five major locations to help both associates and the larger community. Through the SOS Seva, your Company helped patients access critical care including hospital beds, oxygen cylinders, oxygen concentrators, medicines, and plasma. Through a series of vaccination drives, your Company has encouraged protection and prevention, vaccinating associates, their family members, and other third-party staff.

Communication: Building Purpose

Through effective internal communications, your Company ensures that the connected purpose of the organisation is communicated to all associates, thus reiterating the core philosophy of the brand: creating a connected world with connected experiences. With hybrid working being the norm, your Company has made virtual connectedness a way of life through various digital initiatives that were purpose-led, peoplecentric, and performance-driven. Multiple mediums were used to reach out to associates including social media, e-chats, emailers, campaigns, screensavers and more. With a 360-degree-communication approach, your Company has built a culture that is based on celebration, positive change, and the credo of Rise which has resulted in a unifying pride for the Company - their #LoveToBeTechM.

Diversity: Being Yourself

Your Company considers ‘diversity of people', ensuring ‘equitable opportunities' and ‘inclusion at the workplace' as an instrument of growth. This has reflected in the definition of the new vision statement of your Company. The earlier Vision 2021 was about fostering innovation and that comes from ‘diversity of thought'. The new Vision 2024 is about creating a purpose-led company. Your Company is committed to pursuing ‘Purpose beyond Profits' by embedding Environmental, Social and Governance (ESG) principles into its core strategy, thus creating a long-term positive impact on the planet and society while providing greater value for all its stakeholders. Improvements in Diversity, Equity and Inclusion practices is critical to improve the Social aspect of ESG, and hence your Company has defined a roadmap for improvements across the dimensions of Gender, Generation, People with Disabilities, the LGBTQ+ community as well as cultures and nationalities. This also links back to the stated objective of your Company to be human-centered by encouraging associates to bring their most authentic selves to work.

Recognition: People at the Core

While timely recognition is key to a happy workforce, your Company also prioritizes creating a culture of appreciation. Your Company's robust digital platform ensures both recognition and appreciation with 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 industryleading rewards penetration of approximately 40%. To celebrate achievements in the virtual world, your Company introduced the 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 outstanding contributions and commitment.

HR Digitization: Automation at every Step

Your Company has continued to invest in its flagship product, ‘Dove,' for new joiners, enabling new capabilities for document submissions and personal information updates. Your Company has continued to enhance self-service capabilities for existing associates in diverse areas such as letter generation, work permits, automated approvals, and proactive notifications for key events. Your Company has adopted Office 365 as well as the Enate and UNO platforms to automate routine business transactions through BOTs. Your Company has also taken steps to improve the post-joining and pre-exit processes to improve communication as a step towards empowering associates with the right information. Your Company has also leveraged Artificial Intelligence/ Machine learning to build internal applications to provide associates with customer-like experiences.

Engagement: TechM CARES Survey

Your Company has taken active steps to build remote engagement by creating virtual ‘water-cooler' moments and updating policies in line with the ‘new normal'. To ensure that associates were continuously engaged through the right channels and received the right information at the right time, your Company followed the 4C model - Connect, Collaborate, Career, and Celebrate. Associates have expressed their confidence and delight through the TechM CARES survey where your Company has secured an overall rating of 4.58/5 - the highest score in its history. This engagement score represents a 54 basis points increase over the last survey score of 4.04/5 and reinforces your Company's commitment to create human-centered experiences for its associates.

QUALITY

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 Quality systems and upgraded various processes to comply with CMMI V 2.0 for both Dev and Services. The Organization is recently assessed at Level 5 maturity. Similarly 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 has Successfully re-certified, 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), 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), ISO 17025:2017 - Laboratory Quality Management Systems for 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 22301:2012 (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. The Company 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 second year of the pandemic, the entire quality management system was put to test with majority of the associates working from home. Complying with the Company's security requirements, they were able to deliver services as per contractual commitments, leading to great customer satisfaction.

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 7 (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 adopt and strengthen Delivery excellence, Risk governance, and further enhance automation to enable quality delivery to the customer. Quality index which is a measure of quality of products and services delivery is institutionalized.

All these actions are being taken to ensure that the Company deliver as stated in its Quality Policy.

DIRECTORS

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, Mr. C. P. Gurnani, Managing Director & CEO (DIN: 00018234) is liable to retire by rotation and offers himself for reappointment.

Further the term of Mr. C. P. Gurnani as Managing Director & CEO expires on August 9, 2022. The Board of Directors based on the recommendation of Nomination and Remuneration Committee considering the performance of the Managing Director & CEO over the last 10 years & his contribution to the growth of the Company approved and recommends the re-appointment of Mr. C. P. Gurnani as Managing Director & CEO for another term from August 10, 2022 upto December 19, 2023, which is his date of retirement from the Company, subject to the approval of shareholders at the ensuing Annual General Meeting.

Your Directors co-opted Ms. Penelope Fowler (DIN: 09591815) as an Additional Director with effect from May 13, 2022. The term of Ms. Fowler will end at the ensuing Annual General Meeting. As Ms. Penelope Fowler meets the criteria of an Independent Director, the Board recommends her appointment as an Independent Director for a period of 5 years for the approval of shareholders at the ensuing Annual General Meeting.

Mr. M. Damodaran (DIN: 00125299) has retired as an Independent Director of the Company with effect from March 31, 2022. Your Board places on record its sincere appreciation for the valuable contribution and timely guidance from Mr. M. Damodaran to the Company during his tenure.

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 May 21, 2019.

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

FAMILIARISATION PROGRAMME

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 its website and can be accessed at https://insights.techmahindra.com/ investorsltml-familarisation-progarmmes-for-IDs.pdf

The Board members are also regularly updated on changes in 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 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 in keeping abreast of key changes and their impact on the Company.

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 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.

NUMBER OF MEETINGS OF THE BOARD

The Board met four times during the Financial Year 2021-22. 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.

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 persons 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 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 responsibility. The Company has identified the second line of leadership, which provides stability to the business in any contingencies.

TRAINING

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

KEY MANAGERIAL PERSONNEL (KMP) 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 (up to April 1, 2021), Mr. Milind Kulkarni, Chief Financial Officer (w.e.f. April 2, 2021) and Mr. Anil Khatri, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company during the year under review. Mr. Milind Kulkarni will retire as Chief Financial Officer of the Company w.e.f. May 31, 2022 and Mr. Rohit Anand was appointed as Chief Financial Officer of the Company w.e.f. June 1, 2022.

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 March 31, 2022 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.

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

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

STATUTORY AUDITORS

The members, in the 30th Annual General Meeting (AGM) held on August 1, 2017, 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 term of five years from the conclusion of the 30th AGM of the Company held in the Financial Year 2017-18 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.

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

In accordance with provision of Section 139 of the Companies Act, 2013 read with Rules framed thereunder, the Board of Directors of the Company on the recommendation of the Audit Committee, proposes appointment of M/s. B SR & Co. LLP, Chartered Accountants (ICAI Firm's Registration No. 101248W/W - 100022) as Statutory Auditors of the Company to hold office from the conclusion of ensuing 35th AGM for a term of five consecutive years till the conclusion of 40th AGM. The appointment of M/s. B S R & Co. LLP as the statutory auditors of the Company is placed before the members for approval at the ensuing AGM.

As required under provision of Section 139(1) of the Companies Act, 2013 the Company has received a written consent from M/s. B S R & Co. LLP for their appointment and a certificate to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment as statutory auditors of the Company.

There are no qualifications, reservations, adverse remarks or disclaimer made in the audit report for the Financial Year 2021-22.

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 Mr. Makarand Lele & Co., 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 remarks or disclaimer made in the Secretarial Audit Report.

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://insights.techmahindra.com/investors/mgt7- annual-return-2021-22.pdf

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 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 is provided in 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 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 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 - 45

b) Number of complaints redressed - 43

c) Number of complaints pending - 2

There are focused campaigns on the POSH policy within the Company and awareness drives that take place with the help of its BPS teams. Furthermore, the employees are required to undertake a mandatory annual certification on POSH to sensitize themselves and strengthen their awareness.

EMPLOYEE STOCK OPTION SCHEMES

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 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-2021-22.pdf

CORPORATE GOVERNANCE

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.

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.

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 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 viz. economical, business, currency, operational, climate, governance, financial, 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 (MDA).

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 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 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 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 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.

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.

CORPORATE SOCIAL RESPONSIBILITY (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. In accordance with the amendments made in Section 135 in January 2021, the CSR Policy has been duly revised and is available on the website of the Company and can be accessed 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.

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 by TMF in the arena of school education include:

ALL ROUND IMPROVEMENT IN SCHOOL EDUCATION (ARISE)

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 2021-22 worked with 18 government primary schools to transform them into model schools of excellence. A total of 4,928 students were positively impacted under this programme, of which 2,646 were girls.

During the year, the Foundation 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 28 projects, the programme enabled 3,792 children with special needs to become better learners with greater independence in managing their lives. The Foundation is also working with some of the most committed NGOs in the disability sector to positively impact even more children.

SHIKSHAANTAR

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 9,573 teachers were trained as part of this initiative. This included specially designed modules for Digital Literacy, Child Safety, Cyber Security and Mental Health that were delivered to the teachers through online sessions. Physical training sessions with teachers resumed in the last few months of the year.

MOBILE SCIENCE LAB

In order to increase the footprint of its work in Education and reach the unreached, TMF had launched a unique initiative in 2019-20. The Mobile Science Lab (MSL). For this, 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. The MSL program resumed its operations in 2021-22 after a break of over a year, and during the year, as many as 4,590 students and 99 teachers were benefitted.

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 85 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 2021-22, your Company trained 16,715 young women and men under its SMART program, of which, 1,529 were persons with disabilities. More than 70% 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 and crossed the Rs 12,000 per month mark for the first time.

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 2021-22, 1,677 students were trained at the eight Academies that are now functional - 4 in Healthcare, 3 in Digital Technologies, and 1 in Logistics.

TMF'S WORK IN COVID RELIEF

As FY 2021-22 began, the country was swept by a severe second wave of COVID-19, devastating large sections of the population. Continuing the COVID relief operations of the previous year, Tech Mahindra Foundation reached out to some of the most marginalized and vulnerable communities - distributing ration kits, cooked meals, medical equipment, masks and PPE kits. More significantly, the Foundation managed to donate 20 fully equipped ambulances and install 10 oxygen plants at various charitable hospitals. In all, the COVID relief efforts of the Foundation have impacted over 2.3 million lives in 17 States of India through a wide range of initiatives.

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 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)

Mahindra University ("MU") (sponsored by Mahindra Educational Institutions, ("MEI") - a not-for-profit, 100% subsidiary of Tech Mahindra), was notified on May 20, 2020 by the Government of Telangana vide The Telangana State Private Universities (Establishment and Regulation) Act, 2018. for "educating future citizens for and of a better world".

In 2021-22, Mahindra University launched 3 new schools besides the existing Ecole Centrale School of Engineering— School of Management, School of Law and Indira Mahindra School of Education. Each of these Schools will run UG, PG and Ph.D. programs. Further, the University has subsequently planned to launch School of Media & Liberal Arts and School of Design in the next 2 years.

Cornell University's SC Johnson College of Business, an ivy league institution is the "Academic Partner" for School of Management. Mahindra University's School of Management (MU - SoM) will benefit significantly from Cornell University's expertise in curriculum development, faculty exchange programs including some specialty courses delivery by the Cornell faculty to Mahindra University students, as well as student immersion at Cornell.

The School of Law, Mahindra University, commenced operations in September 2021 in Hyderabad and was founded on the philosophy of securing justice, equality, and service to all sections of society. With the needs of modern society evolving rapidly, there is a renewed focus on the importance of the discipline of law. The School of Law will aim to make a difference to the legal profession and practice by providing a diverse, flexible curriculum and pedagogy, touching on several aspects of domestic and international law, while appraising the students of the latest trends in academia and practice.

Indira Mahindra School of Education (IMSE) commenced its academic activities in 2021, with the PhD program. IMSE's vision is to be a focused training ground for the next generation of teachers and school leaders through study of education where both researchers and practitioners are developed for working in and on educational issues.

In the academic year 2021, a total of 817 students were admitted to the University - of which 757 students were in various UG programs, including School of Management and School of Law, 24 students in the PG programs of School of Engineering and 36 students in the Ph.D programs across all the schools.

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

SUSTAINABILITY

Climate change, escalation of wars and the pandemic have forced the world to look at Sustainability as the savior of our existence. The impact of the present crises can be handled better if a Sustainable business strategy is adopted by organizations globally. Sustainability must become an integral part of business strategy and management to ensure business continuity and profitable growth.

Being forerunners in the sustainability space, Tech Mahindra's long-term growth strategy has always had ESG principles embedded in its core to help mitigate risks and drive profitable growth. Adopting proactive strategies that are resilient in nature has been the key to our continued success. Sustainable transformation with a focus on low carbon future has helped us to quickly adapt to disruptive changes and leverage these capabilities towards business continuity and management. Tech Mahindra's sustainability commitments across environmental, social and governance pillars span across all our business verticals and even extends to our value chain. Being an organization with purpose, we have delivered on our promise to run better, change faster and grow greater while also creating meaningful human experiences for all.

Tech Mahindra is sourcing renewable energy, using energy-efficient equipment, and optimizing operations to achieve ecological balance while investing in and pioneering new solutions for sustainable development. Tech Mahindra's emphasis on ESG is seen in our commitment of achieving Carbon Neutrality by 2030 and being Net zero well-before 2040. We are making optimum use of resources, moving towards low- emission technologies, and taking 5-year targets for ensuring diversity, equality, and innovation, while also updating policies and procedures to maintain a robust and compliant governance.

Tech Mahindra is aligned towards the UN SDGs (Sustainable Development Goals) and its sustainability focus areas are as below:

• Going Carbon Neutral: Increasing use of renewable energy through onsite installations and open access; improving energy efficiency through installation of LEDs, sensors; boosting green investments by implementing Carbon Price; optimizing business travel by enabling virtual meetings; encouraging use of public transport and carpooling to reduce commute emissions; planting trees to offset carbon footprints; moving towards a low carbon economy to ensure environmental protection.

• Being Net Zero: Committed to be Net zero well before 2040 through adoption of renewable energy, increasing the use of energy-efficient equipment & tools across operations, creating eco-design of services, optimizing the use of resources across operations and preserving the biodiversity of areas in which we operate.

• Saying No to plastic: Maintaining plastic-free campuses and encouraging associates and stakeholders to use eco-friendly & biodegradable materials. Spreading awareness and initiating 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 standards 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 to reduce attrition.

• Fostering Diversity: Offering improved opportunities and increasing the number of women, members of the LGBQ+ community, and PwDs to promote a diverse culture in the organization.

• Employee engagement and recognition:

Working diligently towards Employee engagement and increasing the number of employees recognized every year.

• Innovation: Becoming future-ready by proactively encouraging Innovative thinking across the organization, adopting technology disruption, and going digital to reduce emissions. Incorporating technologies such as loT, Blockchain, AI and Machine Learning to develop a portfolio of sustainable solutions that help reduce emissions and other negative impacts of climate change.

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

• Individual Social Responsibility: encouraging associates to make sustainability a part of their day-to-day lives.

• Transparency: Reporting our organizational policies & practices, along with financial, environmental and social data in the Integrated Annual Report.

The recognitions received by Tech Mahindra are a validation of the performance towards the company's commitments, the details of the awards & recognitions are included in Corporate Overview, kindly refer page no. 25 of this Annual Report.

The Integrated Annual Report is based on various global standards and frameworks such as 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 standards.

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 owns all risks and opportunities. The MD & CEO of the Company chairs the CSR Committee of the Board and has the ultimate responsibility for Sustainability. He is ably supported by the Senior Management members of the Sustainability Council and the Chief Sustainability Officer who manage all aspects of climate change.

The pandemic has taught the Company some concrete lessons and new ways of management in order to thrive in the new post-pandemic world. Tech Mahindra has made good progress on its commitments to provide for a better and more sustainable future by embedding sustainability into its business strategy and ensuring economic recovery and business profitability. The Company strategy includes futureproofing our growth against impending changes in policies and regulations and increasing our compliance readiness. Your Company are agile and adaptive to dynamic changes in internal and external intricacies with strategies in place to manage all business and ESG risks in an effective way. With a robust business continuity management framework and incident response team, the Company have ensured that we are resilient to any ESG risks.

The targets and the metrics used for managing climate-related & other risks and the progress against these targets are disclosed in the externally assured Integrated reports available on the website of the Company and can be accessed at https://www. techmahindra.com/en-in/sustainability/.

AWARDS AND RECOGNITION

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 2021-22 include:

• Tech Mahindra recognized among the Economic Times Iconic Brands 2021.

• Tech Mahindra was declared winner of

NASSCOM Engineering & Innovation Excellence Awards 2021 for Service Delivery Excellence & Next-Gen Products for our projects on Vehicle Top Hats & Distributed Ledger DnD.

• Tech Mahindra listed among 2021 Best Workplaces in Asia by Great Place to Work?.

• Tech Mahindra received HRH, The Prince of Wales' Terra Carta Seal in Recognition of the Company's Commitment to Creating a Sustainable Future.

• Tech Mahindra won 3 Golds at the prestigious 2021 Stevie Awards for Great Employers.

• Tech Mahindra Recognized as the Fastest Growing Organization in RsBrand Strength' by Brand Finance.

• Tech Mahindra emerges as the only Indian company in the Forbes' Blockchain 50.

• Mr. C. P. Gurnani has been recognized by The Economic Times among ‘Most Inspiring Business Leaders of Asia' at The Economic Times 6th Edition Asia's Promising Business Leaders.

• Tech Mahindra Included in Bloomberg Gender- Equality Index for Third Consecutive Year.

• Tech Mahindra was recognized for its pathbreaking sustainable efforts and was ranked 2nd amongst the Top 35 companies in Business world India's Most Sustainable Companies 2022.

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 more particularly ensuring business as usual in spite of the impact of COVID-19. Your Directors gratefully acknowledge the cooperation 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: May 13, 2022 (DIN:00004695)