TO THE SHAREHOLDERS
 
 The Directors present their Twenty-fourth Annual Report together with
 the audited accounts of your Company for the year ended 31st March,
 2011.
 
 FINANCIAL RESULTS                                 Rs. in Million
 
 For the year ended 31st March                        2011       2010
 
 Income                                             50,807     45,747
 
 Profit before Interest, Depreciation and tax       10,442     11,726
 
 Interest                                             (999)    (1,600)
 
 Profit before Depreciation and tax                  9,443     10,126
 
 Depreciation                                       (1,383)    (1,299)
 
 Profit before tax                                   8,060      8,827
 
 Provision for taxation                             (1,093)    (1,314)
 
 Profit after tax before non-recurring / 
 exceptional items                                   6,967      7,513
 
 Non-recurring / exceptional items                       -        (85)
 
 Profit for the year after tax and 
 non-recurring / exceptional items                   6,967      7,428
 
 Balance brought forward from previous year         17,739     13,497
 
 Profit available for appropriation                 24,706     20,925
 
 Transfer to Debenture Redemption Reserve             (702)    (1,935)
 
 Dividend Final Dividend*                               (6)         -
 
 – Final (Proposed)                                   (504)      (428)
 
 Tax on dividend – On final dividend                   (83)       (73)
 
 Transfer to General Reserve                        (1,000)      (750)
 
 Balance carried forward                            22,411     17,739
 
 * In respect of equity shares issued pursuant to ESOP after 31st March,
 2010 but before book closure date, the Company paid dividend of Rs. 6
 Million for the year 2009-10 and tax on dividend of Rs. 1 million.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs. 4 per Equity
 Share, payable to those Shareholders whose names appear in the Register
 of Members as on the Book Closure Date.
 
 The equity dividend outgo for the financial year 2010-11, inclusive of
 tax on distributed profits would absorb a sum of Rs. 586 Million (Rs.
 501 Million for the previous year) at Rs. 4 per Equity Share).
 
 CHANGES IN SHARE CAPITAL
 
 During the year under review, your Company allotted 3,635,367 equity
 shares of face value Rs. 10 each on the exercise of stock options under
 its various Employee Stock Option Plans and consequently the number of
 issued, subscribed and paid-up equity shares has increased from
 122,320,114 equity shares to 125,955,481 equity shares of Rs.10 each
 aggregating to Rs. 1,259,554,810.
 
 BUSINESS PERFORMANCE / FINANCIAL OVERVIEW
 
 Your Company is a leading Telecom focused provider of IT Services and
 Solutions to Global Telecommunication Industry, encompassing Telecom
 Service Providers (TSPs), Telecom Equipment Manufacturers (TEMs) and
 Independent Software Vendors (ISVs). Your Company serves a broad
 spectrum of customers in the telecom ecosystem
 
 2010-11 was a momentous year for your Company with revenues exceeding a
 billion dollars for the first time. Your Company''s deep domain
 capabilities and commitment to the industry was yet again recognized by
 leading industry forums and clients this year. For the second
 consecutive year, your Company won the 2011 AT&T Supplier Award for its
 support to AT&T and its affiliates. Recognizing Tech Mahindra''s
 exceptional business performance for the year 2010 in the Indian
 region, your company was also awarded the ''System Integrator of the
 Year in the Telecom sector'' by a leading global Analyst and Research
 firm as a part of the India IT & Telecom Excellence Award.
 
 Your company has been providing complex solutions to telecom companies
 over the last 20 years, with a robust six pillars strategy with
 services spanning across IT applications; Network Technology Solutions
 and Services, BPO (which has been rebranded as Business Services Group-
 BSG), Infrastructure Management Services (IMS), Security Services and
 Value Added Services (VAS). It has augmented its capabilities by adding
 service offerings in IT and other areas in which its customers have
 significant expenses. In view of the evolving demands of our clients,
 your company is constantly looking at avenues to streamline its
 offerings. With the changing demands of our customers and increasingly
 connected nature of various platforms in our customers business
 portfolio, we combined three key capabilities namely – contact centres
 and customer relationship platforms, internal business services like
 provisioning and activation, and Consulting focused around process
 improvements into a new unit called Business Services Group (BSG). This
 new group would integrate offerings across the capabilities to deliver
 business value to our customers.
 
 With the convergence of media and telecom, the landscape of the telecom
 industry is becoming extremely competitive.  Your Company has helped
 various customers in their transformation journey with differentiated
 services and flexible partnership models. During the year under review,
 your Company has further broadened its relationship with its key
 customers by expanding its service offerings to cover a wide range of
 the customers'' businesses. It had 128 active relationships in FY11 as
 compared with 113 Active Client relationships in the previous year
 
 Your company has augmented its footprint in geographies like
 Philippines, Australia and Africa with expanded reach and addition of
 new services and customers. Your Company now has 15 delivery centers
 and 17 regional offices supported by the competency and solutions units
 and it strongly believes that this model enables it to deliver superior
 solutions to its clients, spread in over 40 countries.
 
 In line with its commitment to innovation and new technologies, your
 company has opened a Cloud Competency Lab that will develop business
 use cases, customer specific demonstrations and solutions specific to
 the Telecom domain.  Furthermore, your company inaugurated its
 Innovation Center for Mobility Solutions in Toronto to serve North
 American operators.
 
 During the year under review, total income increased to Rs. 50,807
 Million from Rs. 45,747 Million in the previous year, growth of 11%. On
 a consolidated level, total income increased to Rs. 52,577 Million from
 Rs. 47,008 Million in the previous year, growth of 12%
 
 During the year, 50.5% consolidated revenue came from Europe, 29.9%
 came from Americas and 19.6% came from Rest of the World (ROW).
 
 The Profit before interest, depreciation and tax amounts to Rs.10,442
 Million against Rs. 11,726 Million in the previous year.
 
 The Profit before depreciation and tax amounts to Rs. 9,443 Million
 (19% of income) as against Rs. 10,126 Million (22% of income) in the
 previous year. Profit after tax, before exceptional items, amounts to
 Rs. 6,967 Million as against Rs.  7,513 Million in the previous year.
 On a consolidated level, Profit after tax, before exceptional items,
 amounts to Rs.  7,458 Million as against Rs. 7,117 Million in the
 previous year.
 
 UPDATE ON SATYAM COMPUTER SERVICES LIMITED (MAHINDRA SATYAM)
 
 The financial Year 2010-11 has been a momentous year for Satyam
 Computer Services Ltd (Mahindra Satyam). Mahindra Satyam from a phase
 of revenue declines, managed to exit the year with two quarters of
 decent growth in revenues and profitability. For Mahindra Satyam the
 year saw a number of stellar achievements; beginning with its flawless
 execution of the FIFA World Cup in June 2010. On the financial
 reporting front, Mahindra Satyam completed the restatement of past
 financials, and achieved currency in reporting. Another significant
 milestone was the settlement of various legal issues like the Upaid
 case, the Class Action suite and the Securities and Exchange
 Commission, USA settlement.
 
 Mahindra Satyam''s Consolidated Revenue for FY11 was Rs. 51,450
 millions, the Profit Before Interest, Tax, Depreciation and
 Amortisation and before exceptional items was Rs. 7,493 millions.
 Profit After Tax (before exceptional items) was Rs. 4,971 millions.
 
 Mahindra Satyam continued to march ahead and remains one of the largest
 Indian IT software and services companies with a marquee client base
 spread across Banking, Financial Services & Insurance (BFSI),
 manufacturing, retail, transport, logistics, telecom, media, healthcare
 and pharma etc. The Company''s belief that the acquisition presented a
 compelling strategic opportunity has been vindicated in FY 2010-11.
 
 Post acquisition, the new management of Mahindra Satyam has brought
 about significant changes in operating policies and procedure to
 facilitate not only the revival of Mahindra Satyam but also to help it
 grow sequentially from a phase of declining revenues witnessed in the
 previous year.
 
 RECENT MATERIAL CHANGES
 
 During the year, British Telecommunications Plc. (BT) sold 6,900,000
 shares aggregating 5.48% to Mahindra & Mahindra Ltd (M&M) by way of an
 inter se transfer between the promoters. BT also sold 1,270,000 shares
 aggregating to 1.009% on the stock exchange. Pursuant to these
 transfers of shares, M&M''s holding in the Company as on 31st March 2011
 was 48.17% and that of BT was 23.46%.
 
 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.
 
 QUALITY
 
 We continue our journey towards excellence with a very critical focus
 on quality. Continuous improvement of process and enabling technologies
 that meet client expectation is a way of life in your Company. There is
 a very robust process framework which is implemented to ensure greater
 customer satisfaction through improved quality, higher productivity and
 reduced cycle time.
 
 Like in the past, your company was successful in all the surveillance
 audits and continues to be certified for ISO 9001:2008, ISO/IEC
 20000-1:2005, ISO/IEC27001:2005, BS25999:2008, SSE-CMM Level 3 and
 SEI-CMMI Level 5. We are also assessed at Stage 4 of the Mahindra
 Quality Way which is a structured approach to quality improvement and a
 strategic tool for efficiently achieving business goals.
 
 Our quality department undertakes change management initiatives to
 drive Quality and Productivity improvements across the organization,
 and institutionalizes these through the balanced scorecard.
 
 HUMAN RESOURCES
 
 During the Financial Year 2010-11, your Company, along with its
 subsidiaries, made a net addition of 4,809 to its workforce.  The
 strength was 38,333 as at 31st March 2011, as compared to 33,524 a year
 before, registering an increase of 14.3%.  BPO headcount included in
 this figure is 11,011 up from 8,067, a year before.
 
 Your Company believes in nurturing talent, motivating indigenous
 innovation and promoting leadership development. Your Company''s talent
 management and leadership development programs have been operational
 for several years and your Company''s employees look forward to
 participating in them.
 
 Apart from providing new platforms for associates to enhance their
 business acumen, your Company has implemented various training programs
 to provide them with relevant industry exposure. One such program is
 the Executive Post Graduate Diploma in Telecom Management in
 collaboration with Symbiosis Institute of Telecom Management (SITM).
 The program offers in-depth knowledge on telecom concepts and general
 business management that helps your Company to be prepared for the ever
 changing telecom market, thus nurturing the leadership talent within
 the organization.
 
 There is no dearth of talent in your Company and, to tap this talent
 and to nurture their skills your company has introduced Young Leaders
 Program (YLP). This program aims to groom the upcoming talent and help
 them move from a Team Member''s role to a Team Leader''s role, focusing
 on their competencies for managerial roles. Further to YLP, an in-house
 Leadership Development Program – Excellence in Leadership Program (ELP)
 grooms the promising leaders of your Company to step up from a
 Manager''s role to a Business Leader''s role.
 
 The Mature Talent Program that taps associates from different
 industries who bring in their expertise and thus helps to incubate the
 best practices within the organization continues. The associates are
 then groomed and absorbed into the organization culture to perform and
 grow.
 
 The Global Leadership Cadre (GLC) program, has entered into its sixth
 fruitful year, and continues to infuse fresh ideas and young talent
 into your Company. The associates in this cadre are young management
 graduates from Tier I Business institutes across the globe and
 technical specialists from within the organization. Members of this
 elite cadre continue to showcase their talent and their ability to
 adapt and learn and innovate, which helps them in accelerating their
 career progression. This program strengthens your companies succession
 planning. Complementing the GLC program is the Management Trainee (MT)
 program in which candidates from Business Schools across India are
 recruited and groomed to take on to the path of Global Leadership
 Cadre.
 
 SUBSIDIARY COMPANIES & ASSOCIATE COMPANY
 
 During the year under review, the Company incorporated a new subsidiary
 at Brazil viz. Tech Mahindra Brasil Servicos De Informatica LTDA. This
 is a wholly owned subsidiary of your Company.
 
 As on 31st March 2011, your Company had 15 subsidiaries, including one
 step-down subsidiary & an associate company viz. Satyam Computer
 Services Limited (SCSL) (Mahindra Satyam with its subsidiaries). There
 has not been any material change in the nature of the business of the
 subsidiaries. As required under the Listing Agreements with the Stock
 Exchanges, the Consolidated Financial Statements of your Company and
 all its subsidiaries are attached. The Consolidated Financial
 Statements have been prepared in accordance with Accounting Standards
 (AS) 21, AS 23 and AS 27 issued by The Institute of Chartered
 Accountants of India and show the financial resources, assets,
 liabilities, income, profits and other details of your Company and its
 subsidiaries as a single entity, after elimination of minority
 interest. As required by AS 23 Accounting for Investments in
 Associates in Consolidated financial statements, the Company has
 followed Equity method of Accounting & its results include share in
 profits/(loss) of its associate company SCSL. In terms of general
 exemption granted by the Ministry of Corporate Affairs under section
 212(8) of the Companies Act, 1956, the Copy of the Balance Sheet, etc.
 of the subsidiaries are not required to be attached with the Balance
 Sheet of the Company. The Company Secretary will make these documents
 available upon receipt of request from any member of the Company
 interested in obtaining the same. These documents will be available at
 Registered Office / Corporate Office of the Company and the office of
 the respective subsidiary companies, during working hours up to the
 date of the Annual General Meeting.
 
 EMPLOYEE STOCK OPTION PLAN
 
 Details required to be provided under the Securities and Exchange Board
 of India (Employee Stock Option Scheme and Employee Stock Purchase
 Scheme) Guidelines, 1999 are set out in Annexure I to this Report.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Your Company is committed to play its role as an enlightened corporate
 citizen & continues to earmark 1.5% of its Profit After Tax (PAT) every
 year on CSR activities. CSR activities are mainly carried through Tech
 Mahindra Foundation.
 
 Tech Mahindra Foundation
 
 Tech Mahindra Foundation was established in its present form in 2006 by
 Tech Mahindra as one of the major manifestations of its Corporate
 Social Responsibility. Tech Mahindra Foundation (TMF) focuses on
 activities for Social and Inclusive Development mainly in the area of
 education particularly education of girl child. The Foundation works
 through four broad areas of community intervention that are fundamental
 to a nation''s sustainable development:
 
 A) Education - Child development through support of Education – special
 thrust on municipal school students and school dropouts. There is a
 special focus on improvement of English standards in these Schools.
 
 B) Women''s Empowerment - with focus on underprivileged girls and women
 from the minority community
 
 C) Empowering People With Disability (PWD) with special focus on
 Visually Impaired (VI) - to live life with dignity and honour through
 appropriate training and technology interventions. TMF has today carved
 a niche for itself in the country in the domain of enabling the VI
 through partnerships with outstanding & committed individuals
 (themselves VI in many cases) or organisations led by inspirational and
 passionate activists
 
 D) Vocational Training (VT) - to underprivileged youth so that they
 find suitable jobs as per market needs. Special thrust is on
 employability
 
 TMF seeks to achieve its objectives by working in partnership with
 those who share its goals and values and have demonstrated competence,
 dedication and integrity.  Beginning on a relatively small scale in
 Pune, the Foundation has grown rapidly and today has a large number of
 outstanding partners in Maharashtra, Delhi-Noida region and Bangalore.
 
 Besides providing the Foundation with a healthy corpus of Rs. 15 crores
 while founding TMF, the Company contributes 1.5% of its profit after
 tax. TMF has a corpus of Rs. 43.84 Crores as on 31st March 2011 and
 contributed Rs. 7.42 Crores as grant to various organizations during
 the year 2010-11.
 
 SUSTAINABILITY
 
 As a part of a responsible business group having a global presence,
 your Company has taken considerable steps not only in creating Green
 strategies but also developed a culture that takes accountability for
 every dimension of social, cultural, economic and environmental
 governance, creating sustainable value for all its stakeholders.
 
 Your Company has been participating in the Sustainability Reporting of
 the Mahindra Group since FY 2007-08. During the year under review the
 3rd Sustainability Report for the year 2009-10 was released. All these
 reports were in accordance with the latest guidelines of the
 internationally accepted, Global Reporting Initiative (GRI). This
 report was assured by Ernst & Young and conforms to the highest level
 for reporting ''Sustainability'' performance, which is A . The report and
 the performance rating of A  was checked and confirmed by GRI*. The
 detailed Group Sustainability Reports are available on the website
 http://www.mahindra.com/How- We-Help/Environment/Sustainability-Reports
 
 In order to take a structured path for reducing its carbon footprint,
 your Company has developed a 5 Year Sustainability Road map. This would
 help in consciously reducing GHG emissions and waste, as well as
 conserve water, bio-diversity and natural resources.
 
 During the year the company also made a beginning for encouraging
 Sustainable practices by our business partners.  Our Sustainable Supply
 Chain Management process promotes good governance and shared commitment
 to Environmental, Social and Management best practices and their
 continual improvement, within Global Parameters.
 
 *GRI is a Netherlands based multi-stakeholder network of experts
 worldwide, which has pioneered the development of the world''s most
 widely used sustainability reporting framework. United Nations is one
 of its key stakeholders. This reporting framework sets out the
 principles and indicators that organizations can use to measure and
 report their economic, environmental, and social performance.
 
 CORPORATE GOVERNANCE PHILOSOPHY
 
 Your Company believes that Corporate Governance is a voluntary code of
 self-discipline. In line with this philosophy, it follows healthy
 Corporate Governance practices and reports to the shareholders the
 progress made on the various measures undertaken. Your Directors have
 reported the initiatives on Corporate Governance adopted by your
 Company in the section ''Corporate Governance'' in the Annual Report.
 
 DIRECTORS
 
 Mr. Anupam Puri, Mr. Bharat N. Doshi, Dr. Raj Reddy, and Mr. Paul
 Zuckerman retire by rotation and being eligible, offer themselves for
 re-appointment.
 
 Mr. Richard Cameron, nominee of British Telecommunications plc. was
 appointed as Director in the vacancy caused by the resignation of Mr.
 Arun Seth at the Meeting of the Board of Directors held on 22nd January
 2010.
 
 Mr. Richard Cameron holds office upto the date of the forthcoming
 Annual General Meeting as Mr. Arun Seth, in whose place he has been
 appointed, would have retired by rotation at the forthcoming Annual
 General Meeting.
 
 The Company has received a Notice from a Member under Section 257 of
 the Companies Act, 1956, signifying his intention to propose Mr.
 Richard Cameron for the office of Director.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to section 217(2AA) of the Companies Act, 1956, your
 Directors, based on the representation 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;
 
 ii. they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and these have been applied consistently and
 reasonable and prudent judgments and estimates have been made so as to
 give a true and fair view of the state of affairs of the Company as at
 31st March 2011 and of the profit of the Company for the year ended on
 that date;
 
 iii. proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 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.
 
 AUDITORS
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants, the Auditors of
 your Company, hold office up to the conclusion of the forthcoming
 Annual General Meeting of the Company and have given their consent for
 re-appointment. The shareholders will be required to elect auditors for
 the current year and fix their remuneration. Your Company has received
 a written confirmation from M/s. Deloitte Haskins & Sells, Chartered
 Accountants to the effect that their appointment, if made, would be in
 conformity with the limits prescribed in Section 224 of the Companies
 Act, 1956. The Board recommends the re-appointment of M/s. Deloitte
 Haskins & Sells, Chartered Accountants as the Auditors of the Company.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
 
 In view of the nature of activities that are being carried on by your
 Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules,
 
 1988, concerning conservation of energy and technology absorption,
 respectively are not applicable to your Company.  Your Company being a
 software solution provider requires minimal energy consumption and
 every endeavour has been made to ensure the optimal use of energy,
 avoid wastage and conserve energy as far as possible.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The foreign exchange earnings of your Company during the year were Rs.
 42,087 Million (Previous Year Rs. 51,274 Million), while the outgoings
 were Rs. 17,616 Million (Previous Year Rs. 18,087 Million).
 
 During the year under the review 83% of your Company''s revenues were
 derived from exports.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 217(2A) of the Act and the Rules
 made there under, is to be provided in an Annexure to this Report.
 However, as per the provisions of Section 219(1)(b)(iv) of the
 Companies Act, 1956, the Directors'' Report being sent to the
 shareholders does not include this Annexure. Any shareholder interested
 in perusing a copy of the Annexure may write to the Company Secretary
 at the Registered Office / Corporate Office of the Company.
 
 DEPOSITS AND LOANS/ADVANCES
 
 Your Company has not accepted any deposits from the public or its
 employees during the year under review. The particulars of
 loans/advances and investment in its own shares by listed companies,
 their subsidiaries, associates, etc., required to be disclosed in the
 annual accounts of the Company pursuant to Clause 32 of the Listing
 Agreement are furnished separately.
 
 AWARDS/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 telecom
 industry.
 
 Awards for the year
 
 - Won the AT&T Supplier Award 2011 for outstanding performance &
 service to AT&T and its affiliates for the second consecutive year.
 Tech Mahindra Ltd. is one of top 7 vendors selected for this award this
 year.
 
 - ''System Integrator of the Year in the Telecom sector'' award by a
 leading global Analyst and Research firm as a part of the India IT &
 Telecom Excellence Award. This award recognizes Tech Mahindra''s
 exceptional business performance for the year 2010 in the Indian
 region.
 
 - Winner of CMAI''s 5th National Telecom Awards 2011 for Excellence in
 Innovation with Rural Telecom Focus.
 
 - Ranked 12th in Gartner''s annual ranking of Worldwide Telecom
 Operations Management Systems 2010.
 
 - Tech Mahindra BPO is amongst India''s Top ITeS and BPO Companies (by
 employee strength) - Dun & Bradstreet 2010.
 
 - Tech Mahindra Ltd. is positioned in the strong performers category in
 Forrester Wave for Global IT Infrastructure Outsourcing, 2011.
 
 ACKNOWLEDGEMENTS
 
 Your Directors gratefully acknowledge the contributions made by
 employees towards the success of your Company.  Your Directors are also
 thankful for the co-operation and assistance received from its
 customers, vendors, bankers, Governmental and regulatory authorities in
 India and abroad and its shareholders.
 
                                       For and on behalf of the Board
 
 Mumbai                                             Anand G. Mahindra
 
 Date : 26th May 2011                                        Chairman