1.  The estimated amount of contracts remaining to be executed on
 capital account (net of capital advances), and not provided for as at
 March 31, 2011 Rs. 1,382 Million (previous year: Rs. 2,677 Million).
 
 2.  Contingent liabilities :
 
 i) The Company has received demand notices from Income Tax Authorities
 resulting in a contingent liability of Rs. 920 Million (previous year :
 Rs. 510 Million). This is mainly on account of the following: (a) An
 amount of Rs. 123 Million (previous year : Rs. Nil) relating to
 Transfer pricing adjustment on account of arm''s length transactions (b)
 Deduction under Section 10A amounting to Rs. 781 Million (previous year
 : Rs. 494 Million) in relation to adjustment of expenditure in foreign
 currency being excluded only from Export turnover and not from Total
 turnover. The Company has already won the appeal before the Mumbai ITAT
 for the Assessment year 2002-03 & 2003-04. The Income Tax Department
 has filed the appeal before the High Court. The Company has already won
 the appeal before the CIT (A) for Assessment Year 2004-05 & 2005-06.
 The Income Tax Department intends to pursue the matter before Mumbai
 ITAT and (c) an amount of Rs. 16 Million (previous year : Rs. 16
 Million) relating to Fringe Benefit Tax. The Company has appealed
 before Appellate Authorities and is hopeful of succeeding in the same.
 
 ii) The Company has received demand notices from Sales Tax Authorities
 for Rs. 18 Million (previous year: Rs. 148 Million) towards Software
 services classified under Works Contract Act for the financial year
 2005-06 to 2008-09. The Company has filed an appeal before the
 Appellate Authority.
 
 iii) The Company has received demand/ show cause notice from Service
 Tax Authorities for Rs. 90 Million (Net of provision), (previous year:
 Rs. 13 Million) out of which Rs. 77 Million (previous year : Rs. Nil)
 relates to marketing and onsite services rendered by the subsidiaries
 abroad for the financial years 2004-05 to 2007-08 for erstwhile Tech
 Mahindra (R & D Services) Limited (TMRDL) & has paid an amount of Rs. 7
 Million (previous year: Rs. 7 Million) Under Protest and Rs. 13
 Million (previous year: Rs. 13 Million) towards services provided under
 Management consultancy services for Tech Mahindra Ltd. for which the
 Company has filed appeal against the same.
 
 iv) The Company has bank guarantees outstanding Rs. 1,131 Million
 (previous year: Rs. 575 Million)
 
 v) Claim on the Company from Provident fund authorities is Rs. Nil
 (previous year Rs. 2 Million).
 
 3.  The Company holds investment (unquoted) in subsidiary, Tech
 Mahindra GmbH (TMGMBH) aggregating to Rs. 389 Million (previous year:
 Rs. 389 Million), (Refer note 1 of Schedule V), which is held as
 strategic long- term investment.
 
 The Company had made provision in the year ended March 31, 2005, to the
 extent of accumulated losses in TMGMBH aggregating to Rs. 354 Million
 (previous year: Rs. 354 Million) towards diminution in the value of its
 investment. TMGMBH has started earning profits from financial year
 2006-07 onwards, however TMGMBH still has accumulated losses as of
 March 31, 2011 and in view of this no change in provision is required.
 
 4.  In September 2008 the Company had made investment of Rs. 85 Million
 for 17.28% of the share capital of Servista Limited a leading European
 system integrator. With this investment the Company became Servista''s
 exclusive delivery arm for three years and will assist Servista in
 securing more large scale European IT off shoring business. The
 business plan of Servista was adversely affected by the economic
 downturn and it continued to incur losses and therefore, Servista in
 June 2009 decided to close down its operations. The Company had made
 provision of Rs 85 Million in the year ended March 31, 2010, for
 diminution in the value of its investments in Servista.
 
 5.  The Company has on July 21, 2010 incorporated a Company in Brazil
 under the name of Tech Mahindra Brasil Servicecos De Informatica Ltd.
 (TMBSL). There are no transactions till March 31, 2011 and Company is
 yet to infuse share capital into TMBSL.
 
 6.  During the current year ended March 31, 2011, the Company has
 invested an amount of USD 0.10 million (Rs. 5 Million) in subsidiary
 company Tech Mahindra (Nigeria) Ltd. towards equity share capital
 consisting of 15,250,026 equity shares of Naira one each. The Company
 has also infused an additional amount of USD 0.10 million (Rs. 5
 Million) as equity share capital in Tech Mahindra (Beijing) IT Services
 Ltd.
 
 7.  During the previous year, a customer had restructured long term
 contracts with the Company from April 01, 2009 which involves changes
 in commercial, including rate reduction, and other agreed contract
 terms. As per the amended contracts the customer had paid the Company
 restructuring fees of Rs. 9,682 Million. The services under the
 restructured contracts would continue to be rendered over the life of
 the contract. The restructuring fees received would be amortized and
 recognized as revenue over the term of the contract on a straight line
 basis.
 
 An amount of Rs. 2,005 Million (previous year: Rs. 2,005 Million) has
 been recognized as revenue for the year and the balance amount of Rs.
 5,672 Million (previous year: Rs. 7,677 Million) has been carried
 forward and disclosed as deferred revenue in the Balance Sheet. In
 addition, it also includes a part of contract termination fees received
 from a customer, to the extent there is a continuing customer
 involvement.
 
 8.  Details of employee benefits as required by the Accounting Standard
 15 (Revised) – Employee Benefits are as under :
 
 a) Defined Contribution Plan
 
 Amount recognized as an expense in the Profit and Loss Account in
 respect of defined contribution plan is Rs. 688 Million (previous year
 : Rs. 530 Million).
 
 b) Defined Benefit Plan
 
 The defined benefit plan comprises of gratuity. The gratuity plan is
 not funded.
 
 9. During the year the Company has provided end to end solution which
 includes sale of software and hardware to a customer in India which
 qualifies as Finance Lease and has accordingly accounted as such. These
 receivables are due in quarterly installments over the contractual
 period of 4 years.
 
 10. As per the requirements of Accounting Standard 17 on ''Segment
 Reporting'' (AS 17), the primary segment of the Company is business
 segment by category of customers in the Telecom Service Providers
 (TSP), Telecom Equipment Manufacturer (TEM), Business Process
 Outsourcing (BPO) and Others, which includes non telecom vertical
 customers and the secondary segment is the geographical segment by
 location of its customers.
 
 The accounting principles consistently used in the preparation of the
 financial statements are also applied to record income and expenditure
 in the individual segments. There are no inter-segment transactions
 during the year.
 
 11. A) The Company has instituted Employee Stock Option Plan 2000
 (ESOP) for its employees and Directors. For this purpose it had created
 a trust viz. MBT ESOP Trust. In terms of the said Plan, the trust has
 granted options to the employees and Directors in form of option which
 vest at the rate of 33.33% on each successive anniversary of the grant
 date. The options can be exercised over a period of 5 years from the
 date of grant. Each option carries with it the right to purchase one
 equity share of the Company at the exercise price determined by the
 Trust on the basis of fair value of the equity shares at the time of
 grant.
 
 B) The Company has instituted Employee Stock Option Plan 2004 (ESOP
 2004) for its employees. In terms of the said Plan, the Compensation
 Committee has granted options to employees of the Company. The options
 are divided into upfront options and Performance options. The Upfront
 Options are divided into three sets which will entitle holders to
 subscribe to shares at the end of First year, Second year and Third
 year. The vesting of the Performance Options will be decided by the
 Compensation Committee based on the performance of employees.
 
 C) The Company has instituted Employee Stock Option Plan 2006 (ESOP
 2006) for the employees and Directors of TML and its subsidiary
 companies. In terms of the said plan, the Compensation Committee has
 granted options to the employees of the Company. The vesting of the
 options is 10%, 15%, 20%, 25% and 30% of total options granted after
 12, 24, 36, 48 and 60 months respectively from the date of grant. The
 maximum exercise period is 7 years from the date of grant.
 
 D) The Company has instituted Employee Stock Option Plan 2010 (ESOP
 2010) for the employees and Directors of TML and its subsidiary
 companies. In terms of the said Plan, options to the employees and
 Directors shall vest at the rate of 33.33% on each successive
 anniversary of the grant date. The options can be exercised over a
 period of 5 years from the date of grant. Each option carries with it
 the right to purchase one equity share of the Company at the exercise
 price determined by Compensation Committee.
 
 F) The stock compensation cost for the Employee Stock Option Plan 2010
 issued at par has been computed under the intrinsic value method and
 amortized on a straight line basis over the total vesting period of
 three years. For the year ended March 31, 2011 the Company has recorded
 stock compensation expense of Rs. 70 Million (previous year: Rs. Nil).
 
 12. As required under Accounting Standard 18 Related Party
 Disclosures (AS 18), following are details of transactions during the
 year with the related parties of the Company as defined in AS 18 :
 
 (a) List of Related Parties and Relationships :
 
 Name of Related Party Relation
 
 Mahindra & Mahindra Limited Promoter holding more than 20% stake *
 
 British Telecommunications, Plc.  Promoter holding more than 20% stake
 
 Mahindra BT Investment Company (Mauritius) Limited Promoter group
 Company
 
 Tech Mahindra ( Americas ) Inc, USA 100% Subsidiary Company
 
 Tech Mahindra GmbH 100% Subsidiary Company
 
 Tech Mahindra (Singapore) Pte Limited 100% Subsidiary Company
 
 Tech Mahindra (Thailand) Limited 100% Subsidiary Company
 
 PT Tech Mahindra Indonesia 100% Subsidiary Company
 
 CanvasM Technologies Limited 80.10% Subsidiary Company
 
 CanvasM (Americas) Inc.  80.10% Subsidiary Company
 
 Tech Mahindra (Malaysia) SDN. BHD.  100% Subsidiary Company
 
 Tech Mahindra (Beijing) IT Services Limited 100% Subsidiary Company
 
 Venturbay Consultants Private Limited 100% Subsidiary Company
 
 Tech Mahindra Foundation # 100% Subsidiary Company
 
 Mahindra Logisoft Business Solutions Limited 100% Subsidiary Company
 
 Tech Mahindra (Nigeria) Limited 100% Subsidiary Company
 
 Tech Mahindra (Bahrain) Limited. S.P.C.  100% Subsidiary Company
 
 Tech Mahindra Brasil Servicecos De Informatica Ltd.  100% Subsidiary
 Company
 
 Mahindra Engineering & Chemical Products Limited Fellow Subsidiary
 Company**
 
 Mahindra Engineering Services Limited Fellow Subsidiary Company**
 
 Bristlecone India Limited Fellow Subsidiary Company**
 
 Mahindra World City (Jaipur) Limited Fellow Subsidiary Company**
 
 Mahindra Renault Private Limited Fellow Subsidiary Company**
 
 Mahindra Navistar Automotives Limited Fellow Subsidiary Company**
 
 Mahindra Logistics Limited Fellow Subsidiary Company**
 
 Mahindra Navistar Engines Private Limited Fellow Subsidiary Company**
 
 Mahindra Automotive Limited Fellow Subsidiary Company**
 
 Mahindra Hinoday Industries Limited Fellow Subsidiary Company**
 
 Mahindra Holdings Limited Fellow Subsidiary Company**
 
 Mahindra Lifespace Developers Fellow Subsidiary Company**
 
 Mahindra Punjab Tractors Private Limited Fellow Subsidiary Company**
 
 Satyam Computer Services Limited Associate Company
 
 Satyam BPO Limited Associate Company
 
 Mr. Vineet Nayyar Key Management Personnel
 
 Vice Chairman and Managing Director 
 
 Mr. Sanjay Kalra @ Chief Executive Officer
 
 * Holding Company up to March 22, 2010
 
 ** Fellow Subsidiary Company up to March 22, 2010
 
 # Section 25 Company not considered for consolidation @ Up to September
 15, 2010
 
 13. Exchange gain/(loss)(net) accounted during the year :
 
 a) The Company enters into foreign Exchange Forward Contracts and
 Currency Option Contracts to offset the foreign currency risk arising
 from the amounts denominated in currencies other than the Indian Rupee.
 The counter party to the Company''s foreign currency Forward Contracts
 and Currency Option Contracts is generally a bank. These contracts are
 entered into to hedge the foreign currency risks of certain forecasted
 transactions. Forward Exchange Contracts and Currency Option Contracts
 in UK Pound exposure are split into two legs, which are GBP to USD and
 USD to INR.  These contracts are for a period between 1 day and 4
 years.
 
 In addition to the above cash flow hedges, the Company has outstanding
 Foreign Exchange Currency Options Contracts aggregating to Rs. 6,993
 Million (previous year : Rs. 12,365 Million) whose fair value showed a
 gain of Rs. 654 Million (previous year : Rs. 1,656 Million). Although
 these contracts are effective as hedges from an economic perspective,
 they do not qualify for hedge accounting and accordingly these are
 accounted as derivative instruments at fair value with changes in fair
 value recorded in the Profit and Loss Account and the cumulative gain
 of Rs. 94 Million as at March 31, 2009 would be recycled to Profit and
 Loss Account as and when the cash flows materialise.
 
 Exchange Gain of Rs. 869 Million (previous year: Rs. 799 Million) on
 foreign exchange forward contracts and currency options contracts have
 been recognised in the year ended March 31, 2011.
 
 c) As at March 31, 2011, the Company has net foreign exchange exposures
 that are not hedged by a derivative instruments or otherwise amounting
 to Rs. 6,183 Million (previous year : Rs. 4,069 Million)
 
 14.  The Company has exercised the option given vide notification
 number G.S.R. 225 (E) dated March 31, 2009 issued by the Ministry of
 Corporate Affairs, Government of India on provisions of Accounting
 Standard 11, however this does not have any impact on the financial
 statements, as the Company does not have any long term foreign currency
 monetary items.
 
 15.  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
 
 16.  Based on the information available with the Company, no creditors
 have been identified as supplier within the meaning of Micro, Small
 and Medium Enterprises Development (MSMED) Act, 2006.
 
 17.  Current tax includes taxes for foreign branches amounting to Rs.
 276 Million (previous year : Rs. 361 Million).
 
 18. The Company has outstanding secured Non Convertible Debentures,
 amounting to Rs. 6,000 Million.
 
 (a) Secured by pari passu charge over the immovable property located in
 Gujarat.
 
 Company has also deposited the title deeds of certain other immovable
 properties of the Company with the debenture trustees.
 
 19.  Details of Investments purchased and sold during the year :
 
 During the year, Company invested an amount of Rs. 1 Million in
 Philippines Treasury bills as required by Branch regulations and sold
 Philippines Treasury bills costing Rs. 0.5 Million. The Company has
 also invested an amount of Rs. 11 Million in Government bonds of Canada
 which were sold during the year.
 
 20.  In respect of equity shares issued pursuant to Employee Stock
 Option Scheme, the Company paid dividend of Rs. 6 Million for the year
 2009-10 and tax on dividend of Rs. 1 Million as approved by the
 shareholders at the Annual General Meeting held on July 26, 2010.
 
 21.  The Company has made the provision for claims and warranties of
 Rs. 90 Million in the current year as per contractual terms, the
 outcome of the same would get crystallized by next year.
 
 22. Previous year figures have been regrouped wherever necessary, to
 conform to the current year''s classification.