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Tech Mahindra Ltd.

BSE: 532755 | NSE: TECHM |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE669C01036 | SECTOR: Computers - Software

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Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

DIRECTORS' REPORT

Your Directors present their Thirty Second Annual Report together with the audited accounts of your Company for the year ended March 31, 2019.

FINANCIAL RESULTS (STANDALONE)

(Rs in Million)

For the year ended March 31

2019

2018

Income

281,797

254,202

Profit before Interest, Depreciation and tax

61,291

56,273

Interest

(431)

(708)

Depreciation

(6,587)

(6,563)

Profit Before Tax

54,273

49,002

Provision for taxation

(10,469)

(9,063)

Profit after tax

43,804

39,939

Other Comprehensive Income

1,670

(4,196)

Balance brought forward from previous year

150,495

120,813

Profit available for appropriation

194,307

160,880

Final Dividend Including tax

(16,411)!

(10,361)2

Transfer from Share Option Outstanding Account

62

51

Others*

23

(33)

Transferred to Special Economic Zone re-investment reserve (net of utilisation)

(5,928)

(42)

Contractual Obligation for Buy back

(103)

-

Balance carried forward

171,950

150,495

1 Dividend for the financial year ended March 31, 2018

2 Dividend for the financial year ended March 31, 2017

* The business of the Sofgen UK was transferred to Tech Mahindra UK branch based on Business Transfer Agreement and Sofgen India Private Limited has been merged with Tech Mahindra Limited (refer note 33 to the financial statements).

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 147- per Equity Share (280%), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date.

Your Company has formulated a Dividend Policy as provided at Annexure I to this Report and the same is disclosed on the website of the Company at https://www. techmahindra. com/sites/ResourceCenter/ brochures/investors/corporategovernence/Dividend-Policy.pdf.

SHARE CAPITAL

During the year under review, your Company allotted 3,628,662 equity shares on the exercise of stock options under various Employee Stock Option Plans. Consequently the issued, subscribed and paid-up equity share capital has increased from Rs 4,898.67 Million divided into 979,733,808 equity shares of Rs 5/-each to Rs 4,916.81 Million divided into 983,362,470 equity shares of Rs 5I- each.

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

Your Company's goal is to enable connected experience in the connected world, by offering innovative and customer-centric information technology experiences, enabling Enterprises, Associates and the Society to Rise. The Company has presence across 90 countries and helps over 900 global customers including Fortune 500 Companies. The Company's convergent, digital, design experiences, innovation platforms and reusable assets connect across a number of technologies to deliver tangible business value and experiences to the stakeholders.

During the Financial Year 2018-19, the Company's consolidated revenues increased to Rs 347,421 Million from Rs 307,729 Million in the previous year, a growth of 12.9%. The geographic split of revenue is well balanced across regions, with 47.3% share from the Americas, 29.3% share from Europe and 23.4% from the Rest of the World.

The consolidated Profit including other income before Interest, Depreciation and Tax was at Rs 68,056 Million, against Rs 61,262 Million in the previous year.

The consolidated Profit after Tax, amounted to Rs 42,888 Million as against Rs 37,862 Million in the previous year.

In the demanding, new digitally connected world. Tech Mahindra is helping its clients navigate their transformational journey with its wide range of offerings in Blockchain, Machine Learning, Artificial Intelligence, Cloud, Cyber Security, Quantum computing and loT. The Company has also progressed in building intellectual property through various Products & Services and Platforms. The Company is committed towards building a synergistic relationship with its partners to enable deliver complete and customized solutions to its customers.

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

ACQUISITIONS

Inter Informatics Group (IIG)

The Company, on August 22, 2018, through its wholly owned subsidiary Mahindra Engineering Services (Europe) Limited, acquired 100% of the share capital of Inter-Informatics spol. s.r.o, a Czech entity providing design and engineering services to clients in the Aerospace, Rail and Machinery industries. IIG has offices in the Czech Republic and Romania and is expected to bolster Tech Mahindra's capabilities and presence in Europe.

Dynacommerce

The Company, on February 01, 2019, entered into an agreement to acquire 100% of the share capital of Dynacommerce Holding B.V, a Dutch entity engaged in providing platforms and services to telecom end clients. The turnover of Dynacommerce for its fiscal year ended December 31, 2018 was EUR 9.15 Million. Dynacommerce has offices in The Netherlands, Germany and India. The transaction was concluded on May 9, 2019.

K- Vision

The Company, on March 14, 2019, through its wholly owned subsidiary Mahindra Engineering Services (Europe) Limited entered into an agreement to acquire 100% of the share capital of K-Vision Co., Ltd, a Japanese corporation engaged in providing network services to telecom clients in Japan. For the 12-month period ending January 31, 2019, K- Vision earned revenue of USD 4.8 Million. Tech Mahindra expects to leverage the local presence and expertise of K-Vision to build its network services business in Japan. In the near term, it will help the Company in supporting the 4G and 5G network build and roll-out in Japan for large telecom players.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

The performance and financial position of the subsidiaries, associate Companies and joint venture companies included in the consolidated financial statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 containing the salient features of the financial statement of Company's subsidiaries/joint ventures or associate companies in Form AOC - 1 in Annexure II to this report.

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the names of the Companies which have become or ceased to be the subsidiaries, joint ventures or associate Companies during the year are provided in Annexure III to this report. The Company is actively pursuing the initiative on consolidation of its subsidiaries/branches to optimise the operational costs and reduce the compliance risks. During the year under review, your Company has closed/merged /filed for strike off/liquidation of 29 subsidiaries.

Tech Mahindra (Americas) Inc. has been identified as material subsidiary of the Company. The policy for determining Material Subsidiaries formulated by the Board of Directors is hosted on the Company's website and is accessible on https://www.techmahindra. com/sites/Resource Center/brochures/investors/ corporate governenee/Policy-For-Determining-Material-Subsidiaries.pdf.

BUY BACK OF EQUITY SHARES

Pursuant to the approval of the Board of Directors on February 21, 2019, your Company announced the maiden share buyback of 20,585,000 equity shares of the Company representing approximately 2.09% of the total number of equity shares in the paid up capital of the Company, for an aggregate amount of Rs 19,555,750,000/-, being 9.551% of the total paid up equity share capital and free reserves of the Company, at a price of Rs 950 per equity share from the existing shareholders of the Company on a proportionate basis under the Tender Offer method in accordance with the provisions of Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, the Companies Act, 2013 and rules made thereunder. The process was completed on April 15, 2019 and in compliance with Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 and Securities and Exchange Board of India (Depositories& Participants) Regulations, 2018 and the bye-laws framed thereunder the shares bought back were extinguished on April 17, 2019 by reducing the issued and paid up capital of the Company.

HUMAN RESOURCES

In the year 2018-19, the Company focused on building TechMNxt, the future ready Tech Mahindra. This envisaged being disruptive, challenging all conventions and building a culture of innovation and empowerment for all our associates. Various initiatives undertaken have touched all facets of our associate's journey from launching the world's first Artificial Intelligence (Al) based Talent Exchange Marketplace for better job opportunities and to making better systems for our employees for open conversations at C.A.R.E. Your Company has driven positive changes on learning, re-skilling and upskilling on top priority with focus on cutting-edge digital and niche skills.

CULTURE

Your Company has consulted stakeholders far and wide and articulated/proliferated its culture as We drive positive change, celebrate each moment and empower all to RISE. in alignment with the Mahindra core values. A culture of innovation, disruption, alternative thinking, mindfulness and most importantly empathy is in our culture code.

GREAT PLACE TO WORK

Great Place to Work® Institute conducts research on workplace culture and recognizes leading workplaces in close to 60 countries.

Great Place to Work Certification is a gold standard that organizations aspire to achieve. Business leaders and researchers rely on Great Place to Work® metrics - the Trust Index and Culture Audit® to establish the standard that defines a great workplace. Your Company has been certified as a Great Place to Work.

DIGITAL EXPERIENCE

Your Company is changing the way things work and has moved one step ahead of the edge.

Your Company has built the world's first Al based Talent Exchange marketplace to enable better fitment of employee skills with opportunities in the Company.

Your Company has taken another big step towards the future by rolling out Facial Recognition based attendance system across locations in India. Your face is now your digital identity. The recognition does not end there and goes on to capture moods of the employees through mood-o-meter, allowing the Company to assess the happiness at each location and fine tune right interventions as needed.

In line with the digitization focus, the entire Reward and Recognition process is digital and associates can share their rewards and pride on their respective social networks.

CHANGING THE WAY WE LEARN

Learning is imbibed in the culture and DNA of your company. In addition to our traditional mechanisms, we have learnt new ways of learning. We learn from the young, we learn from the best in the world, we learn device-agnostically, we learn at our own pace, we enhance our learnings by working on real-time projects and we un-learn. We have invested in re-skilling and upskilling significantly in alignment with your Company vision of Digital Transformation.

Reverse Mentoring is the flagship programme where the senior leaders reach out to young leaders for learning, especially around social media and technology. This allows the senior leadership to stay abreast of latest happenings in the world.

Your Company is training its employees on the most sought-after and latest technologies. Ride With Pride is the future skilling initiative which covers 13 skills of the future including Al, RPA, Big data/ Analytics, CX, AR/VR, Cloud, loT, Block Chain, BE, Platforms, Security, SDN/ NFV.

Your Company has created DEXT, a state-of-the-art learning platform for all its employees, which allows employees to learn courses from various platform such as EdX and Future skills where courses are taught by best in the world professors from MIT, Harvard and Stanford etc. DEXT is device agnostic allowing employees to access it from phone as well as desk at their own pace. It is the unified gateway for all learning contents from internal and external sources.

Your Company has also gone the extra mile through its innovative platform ExtraMile which helps employees to work on real-time company projects and prove their prowess.

COMPANY THAT CARES

Your Company believes in the fundamentals of transparency and empathy which has helped it build a culture of recognition, open conversation and celebrations.

The Company launched C.A.R.E. a platform which provides a platform for associates to raise all types of non-operational issues from mental health to policy violations. The focus is on open conversation and providing quality resolutions. The resolutions are monitored by Chief People Officer.

Your Company believes in recognizing every great work done by its employees, about 44% of the employees were rewarded during the year against an industry average of 40%.

QUALITY

Your Company continues its focus on quality and strives to exceed customer expectations at all times. During the year, it undertook CMMI Dev v1.3 (Capability Maturity Model Integration) (Development) assessment and was successfully assessed at L5. Similarly it underwent various upgrade and continuous evaluation audits for various standards during the year to meet client demands and enhance value delivery - Successfully assessed for, CMMI Dev v 1.3, Level 5, ISO 9001:2015 (Quality Management System), ISO 20000-1:2011 (Information Technology Service Management System), ISO 27001:2013 (Information Security Management System), TL9000 R 6.1/ R5.5 (Quality Management Systems for Tele Communications industry), ISO 13485:2016 (Quality Management Systems for medical devices), AS9100 Rev D (Standard for Aerospace domain - scope of certification limited to the aerospace business within Tech Mahindra). In addition to these, your Company also maintains its commitment to health, safety and environment by continually improving its processes in accordance with ISO 14001:2015 (International Organization for Standardization) and OHSAS 18001:2007 (Occupational Health and Safety Assessment Series) standards. Your Company is also certified on ISO 22301:2012 (Societal Security and Business Continuity Management System) and has a comprehensive Business Continuity and Disaster Recovery framework, to prevent potential business disruptions in the event of any disaster. It has processes that will help resume services to customers' 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 showcasing information security posture of the Organization.

Tech Mahindra (IT Division) has been assessed for implementation of high maturity business excellence practices' at Mahindra Group (Services Sector). It has been assessed at TMW Maturity Stage 6 (on scale of 1-10 stages) of Mahindra Business Excellence Framework - The Mahindra Way. These certifications are testimony of the robustness of business processes and at large the quality culture imbibed in the organization.

Your Company has also strengthened Process/Practice and Tools Industrialization of various Engineering activities for Development, Testing and Managed service portfolio to achieve standardization, better efficiency and best practices being implemented across the businesses.

Your Company has continued to strengthen the processfor transforming Quality Assurance processes to New Age Delivery processes with focus on re-usability and automation to achieve better customer experience and faster quality delivery. Your Company is putting all the initiatives in place in order to ensure we deliver as stated in 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.

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. V. S. Parthasarathy, Director (DIN: 00125299) is liable to retire by rotation and offers himself for reappointment.

The tenure of Mr. Anupam Puri, Mr. M. Damodaran, Mr. T. N. Manoharan, Ms. M. Rajyalakshmi Rao and Mr. Ravindra Kulkarni who were appointed as Independent Directors of the Company on 1st August, 2014 would end on 31stJuly, 2019. Board of Directors has recommended the re-appointment of Mr. M. Damodaran (DIN: 02106990) up to 31stMarch, 2022 as Mr. Damodaran would attain the age of 75 years in the year 2022 and re-appointment of Mr. T. N. Manoharan (DIN: 01186248) and Ms. M. Rajyalakshmi Rao (DIN: 00009420) for a further period of 5 years subject to the approval of shareholders at the ensuing Annual General Meeting.

Your Directors co-opted Ms. Mukti Khaire (DIN: 08356551) as an Additional Director with effect from 19th April, 2019 whose term will end at the ensuing Annual General Meeting. Since Ms. Mukti Khaire meets the criteria of Independent Director, the Board recommended her appointment as an Independent Director for a period of 5 years subject to the approval of shareholders at the ensuing Annual General Meeting.

Mr. Anupam Puri and Mr. Ravindra Kulkarni Independent Directors have opted not to be re-appointed considering they would be attaining 75 years of age.

The Board places on record its sincere appreciation for the valuable advice and guidance of Mr. Anupam Puri and Mr. Ravindra Kulkarni during their tenure as Directors of the Company.

Familiarisation Programme

These Programs aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of program for familiarisation of the Independent Directors with the Company are available on the Company's website and can be accessed at the web-link: https://www. techmahindra. com/sites/ResourceCenter/ brochures/investors/corporategovernence/Familiarization-Programme-to-lndependent-Directors.pdf.

The Board members are also regularly updated on changes in Corporate and Allied laws. Taxation laws and related matters through, presentations and updates made by the respective functional leaders. MD & CEO along with Senior leadership conducts quarterly session with board members sharing updates about the Company's business strategy, operations and the key trends in the IT industry relevant for the Company. These updates help the board members to abreast themselves with the 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 evaluation of performance of Board of Directors, Committees and Individual directors. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for evaluation of the Board as a whole, evaluation of the Committees and peer evaluation. The summary of the evaluation reports was presented to the respective Committees and the Board.

Number of Meetings of the Board

The Board met 5 times during the financial year. 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.

Policy on Directors' Appointment and Remuneration

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

i. Policy on appointment and removal of Directors, Key Managerial Personnel and Senior Management;

ii. Policy on remuneration to the Directors, Key Managerial Personnel and Senior Management and other Employees;

The extract of these two policies are provided in Annexure IV.

The policies are available on the Company's website and can be accessed at the web-link: https://www.techmahindra.com/sites/ResourceCenter/ brochures/investors/corporategovernence/Governance-Policies-induding-remuneration-to-Directors-KMPS.pdf.

SUCCESSION PLAN

In accordance with the principles of transparency and consistency, your Company has adopted governance policies for Board of Directors, Key Managerial Personnel & Senior Management appointments, remuneration and evaluation. These governance policies inter alia outline Succession Planning for the Board, Key Managerial Personnel and Senior Management.

Training

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

Key Managerial Personnel (KMPs)

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. C. P. Gurnani, Managing Director & Chief Executive Officer, Mr. Milind Kulkarni, Chief Financial Officer up to 31st May, 2018 & Mr. Manoj Bhat, Chief Financial Officer from 1st June, 2018 and Mr. Anil Khatri, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representation(s) received from the Operating Management and after due enquiry, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting polices 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, 2019 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 IN RESPECT OF 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 & efficient conduct of the business, including adherence to the Company's policies, the safe guarding of assets, the prevention & detection of frauds& errors, the accuracy & completeness of accounting records and timely preparation of reliable financial information.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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 future.

STATUTORY AUDITORS

The members, at the 30th Annual General Meeting held on August 1, 2017, appointed M/s. B S R & Co. LLP, Chartered Accountants, [Firm's Registration No. 101248W/W-100022] as the Statutory Auditors ('BSR') of the Company, to hold office for a term of five years from the conclusion of the 30th Annual General Meeting (AGM) of the Company held in the financial year 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.

The members may note that the Ministry of Corporate Affairs vide its notification dated 7th May, 2018, has done away with the requirement of yearly ratification of appointment of Statutory Auditors, at the AGM.

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

There are no qualifications, reservation or adverse remark or disclaimer made in the audit report for the Financial Year 2018-19.

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 Dr. K. R. Chandratre, Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is provided as Annexure V. There are no qualifications, reservation or adverse remark or disclaimer made in the Secretarial Audit Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form MGT-9 is attached as Annexure VI. The same is available at the web-link: https://www.techmahindra.com/investors/annual_ reports.aspx. The Annual return will be uploaded on the website of the Company once it is filed with the Ministry of Corporate Affairs.

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 VII.

None of the directors or Managing Director & CEO of the Company, received any remuneration or commission from Subsidiary Companies of your Company.

The details of remuneration paid to the Directors including the Managing Director & CEO of the Company are given in Form MGT-9 forming part of the Directors 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 available for inspection at the Registered Office of the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company laid down Prevention of Sexual Harassment policy and it is made available on the website of the Company. 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.

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 SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular dated June 16, 2015 the details of the ESOPs are uploaded on the Company's website and can be accessed at the web-link: http://www.techmahindra. co m/sites/ResourceCenter/brochures/investors/ corporategovernencelDetails-of-ESOPs.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.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors periodically reviews the Risk Management framework, identifies risks with criticality and mitigation plan. The elements of risk as identified for the Company with impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

ESTABLISHMENT OF VIGIL MECHANISM

Your 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

Your 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 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 materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company's website which can be accessed at the web-link: https://www.techmahindra.com/sites/ResourceCenter/ Brochures/investors/corporategovernence/Related-Party-Transactions-Policy.pdf.

The particulars of related party transactions in prescribed Form AOC - 2 are attached as Annexure VIM.

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 IX which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR vision of your 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 Committee. Your Board of Directors  laid down the CSR Policy, covering the Objectives, Focus Areas, Governance Structure and Monitoring & Reporting Framework among others. The Company has spent on CSR more than 2% of the average net profits of the Company. The policy is available at: https://www.techmahindra.com/society/default.aspx.

Your Company's social initiatives are carried out by Tech Mahindra Foundation and Mahindra Educational Institutions Section 8 (erstwhile Section 25) Companies promoted by the Company.

TECH MAHINDRA FOUNDATION (TMF)

The Foundation was set up in 2007, as a Section 25 Company (referred to as a Section 8 Company in the Companies Act, 2013). Since then, it has worked tirelessly towards the vision of Creating educated, skilled and able women and men as the country's true strength, establishing itself as a prominent CSR player within the Mahindra Group as well as a leading social organization at the national level. The Foundation essentially works with children, youth from urban locations, disadvantaged communities in India, with a special focus on women and persons with disabilities. During the year under review. Tech Mahindra Foundation has successfully steered 167 high-impact projects with 90+ partners, reaching out to 150,000+ children, teachers and youth across these locations.

The key initiatives in the area 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 2018-19 worked with approximately 40+ partner schools to turn them into model schools of excellence. ARISE+ is a variant of ARISE in which children with disabilities are provided chronic therapy as well as special education to help them lead more fulfilling lives.

Shikshaantar

Shikshaantar, envisioned as a programme for enhancing capacity of government school teachers, has taken rapid strides during the year. TMF has been working with the East Delhi Municipal Corporation since 2013 to manage its In-Service Teacher Education Institute (ITEI), where teachers from nearly 400 primary schools receive quality training on a regular basis. Looking at the success of this intervention, the Foundation was invited by the North Delhi Municipal Corporation, which has over 700 schools, to run its ITEI as well. With this, the Foundation has the responsibility of training over 60% of primary school teachers in Delhi. In addition to these, the Foundation has also worked with Municipal Corporations in

Chennai, Hyderabad, Pune & Thane for strengthening capacities of government school teachers. Finally, the Foundation piloted an innovative program called English-Winglish under the Shikshaantar umbrella with the objective of imparting English communication skills to teachers from government schools that have recently been converted to English medium.

Employability

Skills-for-Market Training (SMART) is the Foundation's flagship programme in employability. It is built on the vision of an educated, enlightened and employed India, and a belief that educated and skilled youth are the country's true strength. The programme started with 3 Centres in 2012 and is currently running 100 Centres at 11 locations across India. These include SMART Centres, SMART+ Centres (training for people with disabilities), and SMART-T Centres (training in technical trades).

In 2018-19, your Company trained close to 19,000 young women and men under its SMART program, of which 1,477 were persons with disabilities. More than 70% of the graduates are placed in jobs upon successful completion of the training, across multiple industries.

The feather in the Foundation's employability cap has been the Tech Mahindra SMART Academies for Healthcare that are operating in Delhi, Chandigarh and Mumbai. These Academies are setting a new benchmark in the country when it comes to the professional development of paramedical staff. During FY 2018-19, over 850 youngsters were admitted to these Academies. The Foundation has also been operating the SMART Academy for Digital Media and Logistics in Vizag, in which another 200 youth were admitted.

MAHINDRA EDUCATIONAL INSTITUTIONS (MEI)

Mahindra Ecole Centrale (MEC), College of Engineering, established by MEI in collaboration with Ecole Centrale Paris (now CentraleSupelec) and JNTU Hyderabad, is set to graduate its second batch of students this year, after a successful five-year presence on the technical education landscape of the country, characterized by its rising popularity.

This high impact, Indo-French collaboration in engineering education has emerged as a disruptive player with its keen focus on Industry-aligned and industry-sponsored education; all Ph.D. faculty roster; global internships; international placements; and a distinct curriculum that includes the French language.

The Executive Council of MEC features leaders both from Tech Mahindra and the Mahindra Group. The MEC campus, surrounded by the sprawling green Tech

Mahindra Technology Centre in Hyderabad, India, is equipped with state-of-the-art academic infrastructure. To support its strong research vision, MEC has set up relevant high technology laboratories like the Robotics Lab, Super Computer Lab and Incubation Centre; in addition to Media and Design Thinking labs.

During the year 2018-19, MEC has signed Moll's with multiple universities in the USA like University of Florida, University of Nebraska at Omaha and it's in the process of signing MoU's with University of Texas at Austin, Georgia Tech, Atlanta, University of Wisconsin at Madison and many more. These MoU's are opening doors to MEC students to undertake 8-10 weeks of summer internships and faculty development programs overseas.

The Annual Report on CSR activities is provided as AnnexureX.

SUSTAINABILITY

Sustainability for your Company is not just a business case but an imperative for the long-term success and growth of the Company. The focus on sustainability helps the Company manage its social and environmental impacts, improve operational efficiency and ensure that corporate decisions lead to a transparent, fair and equitable growth that does not infringe on the rights of the others.

Your Company is aware of its environmental and social responsibilities and work in collaboration with our stakeholders to build solutions that enable it to tread on the path of responsible growth. With a structured stakeholder engagement process, the company has been able to design strategies and initiatives, which does not just improve its sustainability credentials but reinforce its overall business philosophy too.

Tech Mahindra is moving towards carbon neutrality through various Sustainability initiatives and best practices. Making Sustainability Personal and Individual Social Responsibility are fundamental at Tech Mahindra. The emphasis on the green ecosystem is seen through its commitment to go carbon neutral, making optimum use of resources and moving towards a low emission technology. Your Company has taken ambitious emission targets, which have been approved by the SBTI (Science based Targets Initiative) and are taking various steps to achieve them.

The Company aims to reduce its carbon footprint by installing solar modules, retrofitting LEDs, installing motion sensors, using star-rated and efficient equipment and reducing, recycling and reusing waste. The Company also aims to decrease transport emissions by using improved logistics policies and through inventory control measures. Your Company has digitalized internal communications with virtual meetings through tele/ audio-conferencing that bring down meeting-related travel and other costs considerably.

Your Company's sustainability-focused areas are:

• Going Carbon Neutral: Increasing use of renewable energy; Improving Energy Efficiency; implementing carbon price; decreasing business travel; optimising logistics; moving towards low carbon economy and ensuring environmental stability

• Saying No to plastic: Using Biodegradable materials, encouraging associates also to use eco-friendly products, awareness on preventing single-use plastic

• Reduce, Reuse, Recycle, Recover: Implementing process of Reduce, Reuse, Recycle and Recover across the value chain to decrease waste

• Sustainable supply chain: Ensuring our suppliers follow the highest standards of sustainable and ethical best practices

• Work-life balance: Providing an assured career development path and a feasible work-life balance to our associates

• Innovation: Becoming future-ready by proactively encouraging Innovative thinking across the organization and going digital

• Transparency: Showcasing our organizational policies and processes in the TCFD based IR available online

Your company aims to pioneer new solutions for sustainable development while continuing to shape its business responsibly and increasing its economic success. Your company has invested in green solutions like smart grid, smart cities, smart waste management systems and electric vehicle charging systems. The company is also working with suppliers and vendors to cut down on logistics and transportation to reduce its emissions.

Your Company's commitment and performances are validated by the external recognition it has received. The leadership positions and achievements across platforms encourage the Company to strive for excellence even more.

• Identified as a global leader for Supplier Engagement by CDP 2018

• Member of DJSI World Index for 2018- one amongst only 4 Indian Companies to be listed

• One of the 10 Indian Companies who are part of the DJSI 2018 Emerging markets category

• Listed as a 'Rising Star' in the CDP's India Climate Change Leaders 2018

• Silver Class distinction for excellent sustainability performance in the RobecoSAM 2019 Sustainability Yearbook

• Constituent of the FTSE4 Good Emerging Index 2018

• Awarded Prime status in Oekom's 2018 Sustainability Rating

• Winner of the Mahindra RISE Change Agent Sustainability Award 2018

The Sustainability reporting of your Company is based on various global standards and frameworks like TCFD (Taskforce on Climate Related Financial Disclosures), CDSB (Climate Disclosure Standards Board) and GRI (Global Reporting Initiative). The externally assured Tech Mahindra Integrated Reports can be accessed at: http://www.techmahindra.com/company/Sustainability. aspx.

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. The Awards / recognitions received by the Company during the year 2018-19 include:

• Ranked 15th on the Forbes Digital 100 list, and the highest-ranked non-US Company on the list.

• Mr. C. P. Gurnani recognized as 'The Corporate Leader of the Year' at the 14th Indo-American Corporate Excellence (I-ACE) Awards, and Best CEO of the Year in IT & ITES category by Business Today.

• Received the AICRA STEM Awards 2018 in the 'Excellence in Automation'category, recognizing the best automation system integrators in the business.

• Gold Winner at the CEO World Award in the 'CEO Achievement of the Year' category.

• Selected as 'Brand of the Decade 2019' by BARC Asia, a media research and rating agency.

• Awarded Golden Peacock Global Award for Excellence in Corporate Governance - 2018 by the Institute of Directors (IOD).

• Recognized as a gold winner for being the Most Innovative Cyber security Company at the Cybersecurity Excellence Awards 2019.

• Declared winner in the - Most innovative use of Blockchain for Social Good category of the India Blockchain Awards 2019.

• Featured in the Forbes Asia's Fab 50 Companies List 2018.

• Included for the first time in the ET Brand Equity-Top 75 most valuable Brands 2018.

• Tech Mahindra Business Process Services recognized as a Leader in Customer Experience Services by Global Analyst Firm NelsonHall.

• One of the Top 10 Best Company for Women in India in the 2018 Working Mother & AVTAR 100 Best Companies List.

• Awarded the Best International Organization in Skill Development at the ASSOCHAM Skilling India Awards-2018.

• Tech Mahindra recognized as a leader in the Dow Jones Sustainability Indices 2018 for the fourth consecutive year.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributions made by employees towards the success of your Company. Your Directors gratefully acknowledge the co-operation and support received from the Shareholders, Customers, Vendors, Bankers, regulatory and Governmental authorities in India and abroad.

 

For and on behalf of the Board

 

Anand G. Mahindra

Place: Mumbai

Chairman

Date: May 21, 2019

(DIN: 00004695)

ANNEXURE I

DIVIDEND POLICY

The dividend policy of the Company balances the objectives of rewarding the shareholders through dividends and retaining capital to invest in the growth of the Company.

The Board considers the yearly dividend based on the Net Profit after Tax (PAT) available for distribution as reported in the consolidated statutory financial statements prepared in accordance with the applicable Accounting Standards. In addition, the Board reviews the capital expenditure needs, cash requirements for investments in capability enhancements and future non organic growth initiatives.

The dividend is declared at the Annual General Meeting of the shareholders based on the recommendation by the Board. The Board may also declare an interim dividend for the benefit of the shareholders.

Your Company has a track record of steady increases in dividend declarations over its history. The current dividend policy is to distribute a minimum of 20% of the Profits after Tax each year under normal circumstances. The Board has the discretion to recommend a lower dividend in case the business demands it.

The Board may recommend special dividend on occasions of significance.

The dividend policy of the Company is reviewed periodically by the Board.

For and on behalf of the Board

 

Anand G. Mahindra

Place: Mumbai

Chairman

Date: May 21, 2019

(DIN: 00004695)

Tech Mahindra Limited For the year ended March 31,2019

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/Associate Companies

FORM NO. AOC-1

Part A: Subsidiaries

ANNEXURE-II

(F.Y. 2018-2019)

(Amount in f Million)

Sr. No.

Name of the Subsidiary

Country

The date since when subsidiary was acquired

Reporting period for the subsidiary concerned, if different from the holding company's reporting period

Reporting Currency

Exchange Rate

Share Capital

Reserves & Surplus

Total Assets

Total Liabilities

Investments

Turnover

Profit/ (Loss) before Taxation

Provision for Taxation

Profit/ (Loss) after Taxation

Proposed Dividend

% of effective holding of Tech Mahindra Limited

1

Tech Mahindra (Americas) Inc.

USA

Not Applicable

 

USD

69.16

11,210.81

9,478.02

41,824.76

21,135.93

17,855.30

67,062.75

3,305.97

850.37

2,455.60

 

100.00%

2

Tech Talenta Inc.

USA

Not Applicable

 

USD

69.16

34.58

240.13

375.23

100.52

 

1,778.24

119.58

30.29

89.29

 

100.00%

3

LCC Wireless Communications Espana, SA

Spain

January 02, 2015

 

EUR

80.90

4.87

111.43

256.31

140.01

 

 

2.73

 

2.73

 

100.00%

4

LCC CENTRAL AMERICA DE MEXICO, S.A. DE C.V.

Mexico

January 02, 2015

December

MXN

3.58

0.18

(34.44)

1,454.38

1,488.64

 

1,702.78

(154.99)

 

(154.99)

-

100.00%

5

LCC Muscat LLC

Oman

January 02, 2015

 

OMR

179.63

17.96

105.11

167.41

44.34

26.21

291.74

27.06

4.10

22.96

 

100.00%

6

_CC United Kingdom Limited

KSA

January 02, 2015

December

SAR

18.60

 

1,094.41

1,356.62

262.21

 

970.01

24.03

30.81

(6.79)

-

100.00%

7

LCC Saudi Telecom Services, Ltd.

KSA

January 02, 2015

December

SAR

18.60

18.60

334.59

1,077.01

723.82

 

2,007.38

(102.14)

36.87

(139.01)

 

100.00%

8

LCC Saudi Arabia Telecom Services Co. Ltd / Jordan WLL

Jordan

January 02, 2015

December

JOD

97.68

1.47

10.01

44.24

32.77

 

69.50

9.99

1.98

8.01

 

100.00%

9

Lightbridge Communications Corporations LLC

Qatar

January02, 2015

 

QAR

19.00

3.80

(10.81)

7.37

14.38

 

 

(1.71)

 

(1.71)

 

49.00%

10

LCC Middle East FZ-LLC

UAE

January 02, 2015

-

AED

18.83

0.94

(449.05)

440.46

888.58

-

232.94

(47.62;

3.00

(50.62)

-

100.00%

11

LCC Wireless Communications Services Marox, SARLAU

Morocco

January 02, 2015

December

MAD

7.16

0.07

(94.13)

10.49

104.55

 

 

(17.82)

0.65

(18.48)

 

100.00%

12

LCC Italia S.R.L

Italy

January 02, 2015

December

EUR

79.83

13.25

-

20.50

7.25

-

75.42

(80.41)

 

(80.41)

-

100.00%

13

_CC Design and Deplyment services Ltd

Greece

January 02, 2015

December

EUR

79.83

1.44

73.31

71.87

87.77

1.61

 

1.61

-

100.00%

14

_CC Telecom GmbH

Germany

January 02, 2015

-

EUR

80.90

40.45

(40.45)

736.55

736.55

-

2.63

(77.30)

-

(77.30)

-

100.00%

15

LCC DEPLOYMENT SERVICES UK LTD

UK

January 02, 2015

-

GBP

90.41

455.88

(360.97)

137.26

42.35

341.07

10.49

10.49

-

100.00%

16

LCC Network Services B.V.

Netherlands

January 02, 2015

-

EUR

80.90

1.46

(2,919.91)

63.78

2,982.23

0.00

 

(178.84)

-

(178.84)

-

100.00%

17

LCC North Central Europe B.V.

Netherlands

January 02, 2015

-

EUR

80.90

1.46

49.80

144.52

93.25

-

185.41

4.40

-

4.40

-

100.00%

18

LCC Europe B.V.

Netherlands

January 02, 2015

 

EUR

80.90

0.01

(543.99)

5,032.97

5,576.95

1,046.95

 

(45.92)

 

(45.92)

 

100.00%

19

LCC Networks Poland Sp.z.o.o

Poland

January 02, 2015

December

PLN

18.06

0.18

(14.21)

22.56

36.59

-

70.13

(0.26)

-

(0.26)

 

100.00%

20

LCC France SARL

France

January 02, 2015

 

EUR

80.90

21.44

55.14

562.42

485.84

 

910.03

1.95

0.84

1.11

 

100.00%

21

LCC Telekomunikasyon Sevices Limited

Turkey

January 02, 2015

 

TRY

12.25

7.97

(161.78)

(106.60)

47.22

 

 

(9.96)

 

(9.96)

 

100.00%

22

Lightbridge Communication Corporation

USA

January 02, 2015

 

USD

69.16

6,287.26

(1,365.68)

10,747.61

5,826.03

 

-

(192.19)

49.93

(242.13)

 

100.00%

23

Tech Mahindra Network Design Services, Inc

USA

January 02, 2015

 

USD

69.16

11,719.95

(11,346.20)

2,407.70

2,033.95

 

1,767.52

122.62

4.48

118.14

 

100.00%

24

Tech Mahindra Network Services Belgium NV

Belgium

January 02, 2015

 

EUR

80.90

23.87

(133.03)

86.34

195.50

 

394.60

(59.26)

 

(59.26)

 

100.00%

25

Leadcom Integrated Solutions nternational B.V.

Netherlands

January 02, 2015

 

EUR

80.90

2.76

914.43

2,878.09

1,960.91

510.76

18.70

467.93

6.29

461.63

-

100.00%

26

Tech Mahindra S.A.

Argentina

January 02, 2015

 

ARS

1.59

0.02

(56.13)

69.16

125.27

 

152.47

(61.93)

(19.39)

(42.54)

 

100.00%

27

Tech-Mahindra Bolivia S.R.L.

Bolivia

January 02, 2015

-

BOB

9.84

3.64

(151.24)

137.22

284.82

 

26.32

(59.59)

 

(59.59)

-

100.00%

28

Tech-Mahindra Colombia S.A.S.

Colombia

January 02, 2015

 

COP

0.02

7.40

26.27

240.63

206.95

 

369.50

27.48

7.15

20.33

 

100.00%

29

Coniber S.A.

Uruguay

January02, 2015

 

USD

69.16

0.35

18.50

416.27

397.42

 

57.84

(34.29)

 

(34.29)

 

100.00%

30

Tech-Mahindra Costa Rica S.A.

Costa Rica

January 02, 2015

 

CRC

0.11

-

(2.59)

28.37

30.96

 

26.15

3.60

1.30

2.30

 

100.00%

31

Tech-Mahindra del Ecuador S.A.

Ecuador

January 02, 2015

 

USD

69.16

0.06

400.92

653.53

252.55

 

1,096.21

44.56

14.26

30.30

 

100.00%

32

Servicios Integrales de Telecomunicacionesy Obras Civiles SA

Guatemala

January 02, 2015

 

GTQ

8.92

0.04

19.61

139.40

119.75

 

91.50

(12.54)

(2.57)

(9.97)

 

100.00%

33

Tech Mahindra Panama S.A.

Panama

January 02, 2015

 

USD

69.16

 

66.92

137.85

70.94

 

249.86

4.83

1.83

2.99

 

100.00%

34

Tech-Mahindra de Peru S.A.C.

Peru

January 02, 2015

 

PEN

20.83

44.75

142.97

481.12

293.39

 

572.08

11.87

4.06

7.81

-

100.00%

35

Leadcom Integrated Solutions Tchad SARL

Chad

January 02, 2015

 

XOF

0.12

0.12

(35.93)

17.33

53.14

 

30.54

(10.41)

4.50

(14.91)

 

100.00%

36

Leadcom DRC Sprl

DRC

January 02, 2015

-

USD

69.16

1.80

110.29

471.57

359.48

 

240.29

42.15

1.76

40.39

-

100.00%

37

Leadcom Gabon S.A.

Gabon

January02, 2015

-

XOF

0.12

1.19

(37.43)

2.06

38.30

 

3.25

(2.60;

0.60

(3.19)

-

100.00%

38

Leadcom Ghana Limited

Ghana

January 02, 2015

 

GHS

12.81

27.53

11.23

77.67

38.91

 

131.38

11.05

2.49

8.56

 

100.00%

39

Leadcom Integrated Solutions Kenya Limited

Kenya

January 02, 2015

-

KES

0.69

0.07

148.01

339.67

191.59

-

276.55

62.84

20.36

42.48

-

100.00%

40

Leadcom Integrated Solutions Rwanda Ltd.

Rwanda

January 02, 2015

 

RWF

0.08

0.77

57.08

119.67

61.82

 

142.80

22.56

6.98

15.58

 

100.00%

41

Leadcom Integrated Solutions Tanzania Ltd.

Tanzania

January 02, 2015

-

TZS

0.03

8.06

(159.68)

45.68

197.30

26.50

(28.12)

0.52

(28.64)

-

100.00%

42

Leadcom Uganda Limited

Uganda

January 02, 2015

-

UGX

0.02

0.84

140.84

242.02

100.34

-

327.04

71.86

20.17

51.70

-

100.00%

43

Leadcom Integrated Solutions Myanmar Co., Ltd

Myanmar

January 02, 2015

-

MMK

0.05

2.45

186.57

133.09

(55.93)

266.84

125.07

34.65

90.42

-

100.00%

44

Leadcom Integrated Solutions (L.I.S.) Ltd.

Israel

January 02, 2015

 

USD

69.16

0.10

776.75

2,263.54

1,486.68

 

1,033.16

(871.59)

(209.73)

(661.86)

 

100.00%

45

Leadcom Integrated Solutions (SPV) SAS

France

January 02, 2015

 

EUR

80.90

164.80

(1,296.00)

327.72

1,458.92

165.26

31.77

(16.42)

 

(16.42)

 

100.00%

46

Tech Mahindra Guatemala S.A

Ivory Coast

January 02, 2015

-

XOF

0.12

23.84

283.12

865.92

558.97

-

1,048.06

80.92

32.03

48.89

-

100.00%

47

Tech Mahindra GmbH

Germany

Not Applicable

 

EUR

77.68

46.69

2,028.72

5,316.11

3,240.70

0.63

7,420.26

488.05

189.06

299.00

 

100.00%

48

TechM IT-Services GmbH

Austria

Not Applicable

 

EUR

77.68

0.39

6.54

9.59

2.66

 

18.34

1.26

0.28

0.98

 

100.00%

49

Tech Mahindra Norway

Norway

Not Applicable

 

NOK

8.03

0.24

37.93

510.16

471.99

 

646.02

35.88

7.35

28.53

 

100.00%

50

Tech Mahindra (Singapore) Pte. Limited

Singapore

Not Applicable

 

SGD

51.06

2.55

303.71

531.49

225.23

 

382.44

38.98

5.65

33.34

 

100.00%

51

Tech Mahindra (Thailand) Limited

Thailand

Not Applicable

 

THB

2.18

13.09

46.31

325.36

265.97

 

433.57

6.57

3.60

2.98

 

100.00%

52

PT Tech Mahindra Indonesia

Indonesia

Not Applicable

 

USD

69.16

34.58

474.34

1,108.19

599.27

 

1,447.42

(414.41)

(84.43)

(329.98)

 

100.00%

53

Tech Mahindra (Beijing) IT Services Limited

China

Not Applicable

December

CNY

10.14

34.89

1.40

46.86

10.56

 

88.49

5.66

1.42

4.24

 

100.00%

54

Tech Mahindra (Nigeria) Limited

Nigeria

Not Applicable

 

NGN

0.23

34.59

(685.45)

886.54

1,537.40

 

155.93

(11.01)

49.61

(60.62)

 

100.00%

55

Tech Mahindra (Bahrain) Limited S.P.C.

Bahrain

Not Applicable

 

BHD

183.46

9.17

60.57

81.54

11.80

 

15.97

0.97

 

0.97

 

100.00%

56

Tech Mahindra Business Services Limited.

India

September 4, 2012

 

INR

1.00

10.00

3,806.65

6,060.09

2,243.44

1,054.43

7,425.52

1,110.66

455.58

655.08

 

100.00%

57

Comviva Technologies Limited

India

December 13,2012

-

INR

1.00

218.69

6,357.83

8,940.94

2,364.42

385.10

6,467.36

1,135.14

310.42

824.71

-

100.00%

58

Comviva Technologies Nigeria Limited

Nigeria

March 23, 2011

 

NGN

0.23

154.59

(70.41)

357.88

273.70

12.91

97.98

13.89

3.64

10.25

 

100.00%

59

Comviva Technologies Singapore Pte. Ltd.

Singapore

September 8, 2011

-

SGD

51.06

28.65

(13.92)

68.75

54.03

11.53

(4.86)

(1.13)

(3.73)

-

100.00%

60

Comviva Technologies FZ-LLC

UAE

February 19, 2012

 

AED

18.83

1.04

234.64

907.18

671.51

 

1,241.14

17.46

 

17.46

 

100.00%

61

Hedonmark {Management Services} Limited

Nigeria

November 20, 2014

 

NGN

17.74

0.57

(311.34)

8.64

319.41

 

11.04

(18.24)

39.16

(57.40)

 

74.99%

62

Comviva Technologies B.V.

Netherlands

April 30, 2015

-

EUR

77.68

0.78

(296.94)

1,908.44

2,204.61

434.70

616.92

(184.55)

(7.84)

(176.71)

-

100.00%

63

Terra Payment Services (Netherlands) B.V.

Netherlands

July 3, 2015

-

EUR

5.54

198.05

(164.04)

207.81

173.80

76.87

2.51

(26.37)

 

(26.37)

 

100.00%

64

Mobex Money Transfer Services Limited

Kenya

December 16, 2015

 

KES

0.65

17.17

(1.02)

18.27

2.13

 

 

(0.98)

(0.30)

(0.69)

-

100.00%

65

Terra Payment Services (Tanzania) Limited-

Tanzania

March 10, 2016

-

TZS

0.03

-

(4.28)

2.35

6.62

-

 

(3.28)

 

(3.28)

 

100.00%

66

Terra Payment Services (Uganda) Limited

Uganda

March 11, 2016

 

UGX

0.03

0.87

(1.94)

39.27

40.35

 

 

3.39

0.00

3.39

 

100.00%

67

Terra Payment Services South Africa (PTY) Ltd. (refer note (iii) oelow)

South Africa

October 30, 2014

 

ZAR

0.02

 

22.05

23.86

1.81

 

 

(1.36)

 

(1.36)

 

100.00%

68

Terra Payment Services (Mauritius)

Mauritius

January 19, 2017

-

USD

3.24

2.14

(15.92)

128.38

142.16

-

120.96

(2.43)

 

(2.43)

 

100.00%

69

Terra Payment Services (UK) Limited

UK

August 5, 2016

 

GBP

19.28

14.92

(11.68)

49.41

46.17

-

39.59

(9.70)

 

(9.70)

 

100.00%

70

Terra Payment Services Botswana (PTY) Limited (refer note (iii) Delow)

Botswana

July 13, 2016

 

BWP

77.68

0.00

(0.69)

0.00

0.69

 

 

(0.41)

 

(0.41)

 

100.00%

71

Terra Payment Services S.A.R.L. -(Congo B) (refer note (iii) below)

Congo

June 29, 2016

 

XAF

69.16

-

(0.86)

0.08

0.94

 

 

(0.57)

 

(0.57)

 

100.00%

72

Terra Payment Services S.A.R.L. -(DRC) (refer note (iii) below)

DRC

July 5, 2016

 

CDF

6.82

0.78

(0.46)

3.40

3.08

 

 

(0.66)

 

(0.66)

 

100.00%

73

Terra Payment Services S.A.R.L. -(Senegal) (refer note (iii) below)

Senegal

June 20, 2016

 

XOF

0.12

0.12

(0.35)

0.04

0.27

 

 

(0.16)

-

(0.16)

 

100.00%

74

Comviva Technologies (Argentina) S.A. ( formerly, ATS Advanced Technology Solutions S.A.)

Argentina

January 31, 2016

June

ARS

0.04

71.50

(28.53)

151.67

108.69

 

384.03

(29.11)

1.97

(31.08)

 

100.00%

75

ATS Advanced Technology solutions do Brasil ndustria,Comercio, importacao E exportacao LTDA

Brazil

January 31, 2016

December

BRL

0.12

1.77

(66.23)

463.68

528.13

 

479.77

(21.32)

 

(21.32)

 

100.00%

76

Comviva Technologies Colombia S.A.S

Colombia

June 17, 2016

December

COP

0.02

7.57

(5.85)

8.94

7.22

 

54.89

2.97

1.68

1.29

 

100.00%

77

Comviva Technologies Madagascar Sarlu.

Madagascar

December 12, 2016

 

MGA

0.02

1.24

20.18

24.50

3.08

 

19.77

10.93

2.19

8.74

 

100.00%

78

Comviva Technologies (Australia) Pty. Ltd

Australia

August 31, 2017

 

AUD

49.90

0.49

(92.25)

488.04

579.80

478.62

 

(48.05)

(6.80)

(41.24)

 

100.00%

79

Comviva Technologies Mexico, S. de R.L. de C.V. (refer note (iii) below)

Mexico

February 09, 2018

 

NA

3.41

 

 

 

 

 

 

 

 

 

 

100.00%

80

Emagine International Pty. Ltd.

Australia

September 01,2017

June

AUD

49.90

93.57

147.50

326.36

85.29

 

193.40

(32.22)

4.89

(37.11)

 

100.00%

81

Terra Payment Services (India) 'Private Limited (refer note (iii) below)

India

September 01,2017

 

NA

1.00

 

 

 

 

 

 

 

 

 

 

100.00%

82

YABX Technologies (Netherlands) 3V (refer note (iii) & (vii) below)

Netherlands

June 04,2018

 

USD

69.16

 

(3.07)

4.51

7.58

 

 

(3.19)

-

(3.19)

-

100.00%

83

Tech Mahindra Holdco Pty Limited (refer note (vii) below)

South Africa

Not Applicable

 

ZAR

4.77

-

-

-

 

-

 

 

 

 

 

96.00%

84

Tech Mahindra South Africa (Pty) Limited

South Africa

Not Applicable

 

ZAR

4.77

0.00

126.76

781.13

654.37

1,147.90

141.70

42.00

99.69

 

48.96%

85

Tech Mahindra (Shanghai) Co. Limited

China

Not Applicable

December

CNY

10.14

1,042.46

(421.91)

990.92

370.38

 

1,408.22

217.49

37.52

179.97

 

100.00%

86

Tech Mahindra (Nanjing) Co. Limited

China

Not Applicable

December

CNY

10.14

533.78

(442.59)

93.85

2.66

 

44.03

7.14

0.66

6.47

 

100.00%

87

Tech Mahindra Technologies Inc.

USA

Not Applicable

 

USD

69.16

69.16

375.66

570.21

125.39

 

2,446.67

344.33

81.03

263.30

 

100.00%

88

Citisoft Pic.

UK

Not Applicable

 

GBP

90.41

10.16

97.49

120.62

12.97

47.30

117.63

9.93

1.82

8.11

 

100.00%

89

Citisoft Inc.

USA

No Applicable

 

USD

69.16

47.30

396.84

604.10

159.96

47.71

1,422.84

(16.91)

(5.89)

(11.01)

-

100.00%

90

Satyam Venture Engineering Services Private Limited

India

Not Applicable

 

INR

1.00

70.89

2,006.38

3,102.04

1,024.77

561.15

3,412.55

513.09

175.68

337.41

 

50.00%

91

Satyam Venture Engineering Services (Shanghai) Co. Limited

China

Not Applicable

December

CNY

10.14

5.70

1.42

18.41

11.30

 

19.19

0.04

0.01

0.03

50.00%

92

Satven GmbH

Germany

Not Applicable

 

EUR

77.68

0.43

0.13

0.83

0.28

-

1.87

0.09

0.04

0.06

 

50.00%

93

Tech Mahindra De Mexico S.DE.R.L.DE.C.V

Mexico

Not Applicable

December

MXN

3.24

41.95

92.44

1,025.96

891.57

 

2,618.02

81.92

26.47

55.45

100.00%

94

vCustomer Philippines, Inc.

Philippines

Not Applicable

 

PHP

1.32

12.70

372.18

439.83

54.95

12.49

520.40

51.41

11.59

39.82

 

100.00%

95

vCustomer Philippines (Cebu), nc.

Philippines

Not Applicable

-

PHP

1.32

12.49

425.11

528.77

91.17

 

888.47

93.37

7.12

86.25

100.00%

96

Tech Mahindra Services De nformatica LTDA

Brazil

Not Applicable

 

BRL

17.72

2,095.99

(1,987.44)

2,315.90

2,207.35

 

3,186.06

(989.85)

5.87

(995.72)

 

100.00%

97

Tech Mahindra ICT Services (Malaysia) SON. BHD.

Malaysia

Not Applicable

 

MYR

16.93

180.37

771.33

1,399.61

447.92

 

1,919.31

308.85

15.10

293.75

 

100.00%

98

FixStream Networks Inc.

USA

April 30, 2014

 

USD

69.16

3.86

(2,137.81)

183.85

2,317.80

 

360.23

(363.02;

0.06

(363.09)

 

73.38%

99

Fixstream India Private limited

India

Apri 30,2014

 

INR

1.00

0.17

35.99

47.01

10.85

 

96.95

13.31

3.70

9.61

 

73.38%

100

Mahindra Technologies Services Inc.

USA

Not Applicable

 

USD

69.16

72.61

8.55

82.37

1.21

 

0.04

0.08

0.02

0.06

 

100.00%

101

Mahindra Engineering Services (Europe)Limited

UK

Not Applicable

 

GBP

90.41

5.88

188.79

2,297.09

2,102.43

499.70

15.77

14.22

1.94

12.28

 

100.00%

102

nter-lnformatics Spol s.r.o (refer note vii)

Czech Republic

September 05, 2018

 

CZK

3.01

150.99

(27.65)

211.57

88.23

 

649.41

(40.28)

 

(40.28)

 

100.00%

103

TC Inter-Informatics a.s. (refer note vii)

Czech Republic

September 05, 2018

 

CZK

3.01

76.76

(106.45)

163.29

192.98

-

658.53

(243.23)

0.16

(243.39)

 

100.00%

104

K-Vision Co., Ltd (refer note vii)

Japan

March 14,2018

 

JPY

0.62

26.85

(47.76)

80.37

101.28

 

11.39

0.25

 

0.25

 

100.00%

105

Sofgen Holdings Limited (refer note (ii.iii and vi))

Cyprus

March 13,2015

 

EUR

77.68

524.41

(542.57)

2,735.22

2,753.38

232.64

146.96

(22.19)

(4.08)

(18.11)

 

100.00%

106

Sofgen Africa

Africa

March 13,2015

 

KES

0.69

0.07

(309.81)

169.04

478.78

 

153.58

(6.41)

3.01

(9.42)

 

100.00%

107

Sofgen Servives Pte Ltd

Singapore

March 13,2015

 

SGD

51.06

20.43

218.33

1,623.88

1,385.13

 

1,476.39

125.21

(34.49)

159.70

 

100.00%

108

Sofgen SA

Switzerland

March 13,2015

 

CHF

69.51

125.11

(266.84)

1,185.28

1,327.01

257.91

495.91

85.93

(20.28)

106.21

 

100.00%

109

Tech Mahindra DRC SARLU

Congo DRC

No Applicable

December

CDF

0.04

3.85

(119.90)

243.40

359.45

 

(1.05)

(3.90)

(1.00)

(2.90)

-

100.00%

110

Nth Dimension Ltd

UK

Not Applicable

 

GBP

90.41

0.00

(218.49)

232.16

450.65

 

369.14

(53.71)

(9.04)

(44.67)

 

100.00%

111

Tech Mahindra Arabia Limitd

Kingdom of Saudi Arabia

Not Applicable

 

SAR

18.44

18.44

(99.73)

356.57

437.86

 

264.13

(65.77)

(6.51)

(59.26)

 

51.00%

112

Tech Mahindra Netherlands B.V

Netherlands

Not Applicable

 

EUR

77.68

3.57

15.90

359.38

339.91

-

286.18

8.93

1.79

7.14

 

100.00%

113

Tech Mahindra Growth Factories .imited

India

Not Applicable

 

INR

1.00

338.00

(336.00)

72.00

70.00

 

85.00

(13.00)

 

(13.00)

 

100.00%

114

Tech Mahindra Sweden AB

Sweden

Not Applicable

 

SEK

7.47

0.37

41.81

90.81

48.63

 

488.81

26.94

6.31

20.63

 

100.00%

115

Tech Mahindra Fintech Holdings Limited

UK

Not Applicable

 

GBP

90.41

0.90

9,156.96

9,555.98

398.12

9,512.59

0.09

(13.83)

(3.38)

(10.45)

 

100.00%

116

Target Group Limited

Great Britain

August 19, 2016

 

GBP

90.41

73.21

1,294.01

4,009.50

2,642.28

1,345.95

1,957.84

132.02

118.84

13.18

 

100.00%

117

Target Servicing Limited

Great Britain

Not Applicable

 

GBP

90.41

813.72

959.26

2,993.63

1,220.65

 

4,706.72

285.10

17.82

267.28

 

100.00%

118

Harlosh Limited

Great Britain

Not Applicable

 

GBP

90.41

0.02

225.20

304.70

79.48

 

149.17

13.07

2.55

10.52

 

100.00%

119

Harlosh New Zealand Limited

Great Britain

Not Applicable

 

GBP

90.41

0.03

(0.37)

 

0.34

 

15.50

(3.98)

(0.02)

(3.96)

 

100.00%

120

Target Financial Systems Limited

Great Britain

Not Applicable

 

GBP

90.41

184.06

215.55

446.33

46.72

 

 

(0.00)

(1.01)

1.01

 

100.00%

121

Elderbridge Limited

Great Britain

Not Applicable

 

GBP

90.41

0.01

201.02

315.72

114.70

 

90.52

55.47

10.91

44.56

-

100.00%

122

Target Topco Limited

Great Britain

Not Applicable

 

GBP

90.41

8.95

1,750.57

2,252.50

492.98

2,252.32

 

 

 

 

 

100.00%

123

Target TG Investments Limited

Great Britain

Not Applicable

-

GBP

90.41

4.02

2,469.27

2,491.09

17.80

2,491.06

-

 

 

-

100.00%

124

PF Holdings B.V.

Netherlands

May 30,2016

 

EUR

77.68

3,560.91

(14.41)

3,548.31

1.82

3,532.65

0.01

(3.61)

 

(3.61)

 

60.00%

125

Pininfarina S.p.A.

Italy

May 30,2016

December

EUR

79.83

4,332.52

955.39

9,707.36

4,419.45

1,919.44

5,098.93

390.65

(71.49)

462.14

-

45.71 %

126

Pininfarina Extra Sri

Italy

May 30,2016

December

EUR

79.83

30.97

480.16

639.83

128.70

28.65

558.21

104.60

15.62

88.98

 

45.71 %

127

Pininfarina of America Corp

USA

May 30,2016

December

USD

69.77

0.70

93.99

148.67

53.98

-

212.32

47.49

13.47

34.02

-

45.71%

128

Pininfarina Engineering Sri (refer note (vii) below)

Italy

May 30,2016

December

EUR

79.83

7.98

1,356.97

2,624.50

1,259.55

1,548.72

939.09

(262.59)

(58.69)

(203.90)

-

45.71%

129

Pininfarina Deutschland Holding Gmbh

Germany

May 30,2016

December

EUR

79.83

247.48

1,197.36

1,468.41

23.57

15.13

102.19

2.04

0.26

1.77

-

45.71%

130

Pininfarina Deutschland Gmbh

Germany

May 30,2016

December

EUR

79.83

2.00

(76.04)

528.33

602.37

0.02

1,670.48

(93.52)

 

(93.52)

 

45.71%

131

Pininfarina Shanghai Co Ltd

China

May 30,2016

December

CNY

10.14

37.54

126.88

294.49

130.07

 

578.25

123.22

36.64

86.58

 

45.71%

132

The Bio Agency Limited

UK

July 1, 2016

-

GBP

90.41

0.05

853.87

977.28

123.36

-

761.77

(29.52;

(6.69)

(22.82)

 

100.00%

133

CJS SOLUTIONS GROUP LLC (refer note (iv))

USA

May 4, 2017

December

USD

69.77

6,971.94

(430.43)

9,977.10

3,435.59

0.09

15,153.11

(266.65)

(46.75)

(219.90)

 

88.81%

134

The HCI Group UK

UK

May 4, 2017

December

GBP

89.09

0.09

-

0.99

0.90

0.09

0.90

 

-

 

 

88.81%

135

Healthcare Clinical Informatics

UK

May 4, 2017

December

GBP

89.09

0.00

(365.59)

448.56

814.15

 

714.74

82.39

4.87

77.52

 

88.81%

136

HCI Group Australia PTY Ltd

Australia

May 4, 2017

December

AUD

49.07

0.00

(46.09)

55.05

101.13

 

60.13

(46.09)

 

(46.09)

 

88.81%

137

HCI Group DMCC

UAE

May 4, 2017

December

AED

18.83

0.94

(33.32)

12.47

44.85

 

(28.59)

(23.58)

 

(23.58)

 

88.81%

138

Tech Mahindra LLC (refer note (vii) below)

USA

May 4, 2017

 

USD

69.16

 

 

279.04

279.04

 

0.31

 

 

 

 

100.00%

139

Tech Mahindra Chile SpA (refer note (vii) below)

Chile

May 4, 2017

 

CLP

0.10

 

 

 

-

 

-

-

 

 

 

100.00%

140

Tech Mahindra Vietnam Company Ltd

Vietnam

Not Applicable

 

VDN

0.00

3.38

(15.03)

26.62

38.27

 

16.94

(12.46)

 

(12.46)

 

100.00%

 

 

 

 

All profit and loss items have been converted at average rates and Balance sheet items have been converted at the close rates Following companies have been dissolved during the year

- Comviva Technologies INC, USA w.e.f.27th March'19

- Terrapay Services (UK) Limited w.e.f. 26th March'19

- Inter-Informatics s.r.o w.e.f. 13th February'19

- Tech Mahindra France SAS w.e.f.31st December'17

- Sofgen Services Limited w.e.f 25th October'18

- Sofgen Limited w.e.f. 16th May'18

Notes:

- Sofgen West Africa Limited w.e.f. 17th August'18

- LCC India Private Limited w.e.f. 9th August'18

- LCC Disenoy Servicios de RED Peru S.R.L. w.e.f. 16th November'18

iii) Following subsidiaries are yet to commence operations as at March 31, 2019

a) Terra Payment Services South Africa (PTY) Ltd.

b) Comviva Technologies Mexico, S. de R.L. de C.V.

c) Terra Payment Services (India) Private Limited

d) Terra Payment Services S.A.R.L. -(Senegal)

e) Terra Payment Services S.A.R.L.-(Congo B)

f) Terra Payment Services S.A.R.L. -(DRC)

g) Terra Payment Services Botswana (Pty) Limited h) YABX Technologies (Netherlands) BV

iv) During the year ended March 31, 2019, following entities have applied for liquidation and the same are under the process of liquidation. Name of Entities 100% subsidiaries of Lightbridge Communications Corporation

- LCC Telekomunikasyon Servis Limited

- LCC Engineering & Development Services Misr, Ltd

- LCC do Brasil LTDA

100% subsidiaries of The CJS Solutions Group, LLC

• High Resolution Consulting Limited

• High Resolution Resourcing Limited 100% subsidiaries of Sofgen Holdings Limited

• Sofgen Sdn Bhd

• Sofgen Ireland Limited

• Sofgen (UK) Limited

v) The following Section 8 companies have not been included in the above statement

a) Tech Mahindra Foundation (refer Note 36A)

b) Mahindra Educational lnstitutions(refer Note 36A) vi) Companies merged during the year

- Tech Mahindra IPR Inc has been merged with Tech Mahindra (Americas) Inc. w.e.f. 1st September'18

- Tech Mahindra Network Design Services, Inc. has been merged with Tech Mahindra Network Services International, Inc w.e.f. 17th February'19

- LCC Projects B.V. has been merged with LCC Network Services BV w.e.f .6th November'18

- LCC Middle East Holdings Inc. has been merged with Lightbridge Communications Corporation w.e.f. 15th November'18

- Pininfarina Extra S.r.l. has been merged with Pininfarina S.p.A. w.e.f. 1st January' 19

- Sofgen Americas Inc has been merged with Tech Mahindra (Americas) Inc w.e.f 11th June'18

- Sofgen India Limited has been merged with Tech Mahindra Limited w.e.f.17th August'18

- LCC Installation and Services Professional BV has been merged with LCC Network Services B V w.e.f. November 6, 2018

- LCC Installation and Services Projects BV has been merged with LCC Network Services B V w.e.f. November 6, 2018

- LCC Professionals BV has been merged with LCC Network Services B V w.e.f. November 6, 2018

- LCC Telecom Infra Professionals BV has been merged with LCC Network Services B V w.e.f. November 6, 2018

- LCC Telecom Infra Project BV has been merged with LCC Network Services B V w.e.f. November 6, 2018 vii) Following entities has been incorporated / acquired during the year

• Tech Mahindra Holdco Pty Limited w.e.f 15th August'18

• Tech Mahindra LLC w.e.f 14th June'18

• Tech Mahindra Chile SpA w.e.f 17th December'18

• YABX Technologies (Netherlands) B.V. w.e.f 4th June'18

- Pininfarina Engineering S.R.L. w.e.f.14th May'18 -lnter-lnformatics,spol. s r.o. w.e.f 5th September'18 -Inter-Informatics SRL w.e.f 5th September'18

-TC Inter-Informatics as. w.e.f 5th September'18

- Inter-Informatics s.r.o w.e.f 5th September'18

- K-Vision Co., Ltd w.e.f 14th March'19

Part B: Associates

Sr. no.

Name of the Associate

Latest audited Balance Sheet Date*

Date on which the Associate or Joint Venture was associated or acquired

Shares of Associate held by the company on the year end

Amount of Investment in Associates

Extend of Holding

%

Description of how there is significant influence

Reason why the associate is not consolidated

Net worth attributable to Shareholding as per latest audited Balance Sheet

Profit / (Loss) for the year

No. of Shares

Considered in Consolidation

Not Considered in Consolidation

1

Avion Networks, Inc

March 31, 2016

October 23, 2014

6,00,000

185.61

30%

By Board and equity holding

Not Applicable

201.90

 

Not Applicable

2

SARL Djazatech

March 31, 2016

January 2, 2016

1,225

43.68

49%

Equity holding

Not Applicable

(51.22)

-

Not Applicable

3

Goodmind S.r.l.

December 31, 2017

30-May-16

4,000

6.65

20%

Equity holding

Not Applicable

27.69

0.72

Not Applicable

4

Signature S.r.l.

 

07-Feb-18

2,400

45.00

24%

Equity holding

Not Applicable

(10.07)

(5.33)

Not Applicable

5

Altiostar Networks, Inc

 

18 January, 2018

1,85,18,518

958.00

23%

Preference Share holding

Not Applicable

269.57

(649.92)

Not Applicable

# This information is based on the year ending of the respective entities. Part C: Joint Venture -There are no Joint Ventures in the Group.

 

For and on behalf of the Board

 

 

 

Anand G. Mahindra

Place: Mumbai

Chairman

Date: May 21, 2019

(DIN: 00004695)

ANNEXURE III

ENTITIES FORMED/ACQUIRED AND CEASED DURING THE FINANCIAL YEAR 2018-19

1. Subsidiaries formed/acquired:

Sr. No.

Name of the Company

1

Pininfarina Engineering S.R.L

2

YABX Technologies (Netherlands) B.V.

3

Tech Mahindra LLC

4

Tech Mahindra Holdco Pty Limited

5

lnter-lnformatics,spol. s r.o.

6

Inter-Informatics SRL

7

TC Inter-Informatics a.s.

8

Inter-Informatics s.r.o

9

Tech Mahindra Chile SpA

10

K-Vision Co., Ltd

2. Subsidiaries ceased:

Sr. No.

Name of the Company

1

Sofgen Limited

2

Tech Mahindra France SAS

3

Sofgen Americas Inc.,

4

LCC India Private Limited

5

Sofgen India Private Limited

6

Sofgen West Africa Limited

7

Tech Mahindra IPR Inc.,

8

Sofgen Services Limited

9

LCC Projects B.V.

10

LCC Telecom Infra Projects BV

11

LCC Telecom Infra Professionals BV

12

LCC Installation & Services Projects BV

13

LCC Installation & Services Professionals BV

14

LCC Professionals, B.V.

15

Lightbridge Middle East Holdings, Inc.

16

LCC Disenoy Servicios de RED Peru S.R.L.

17

Pininfarina Extra S.r.l.

18

Inter-Informatics s.r.o

19

Tech Mahindra Network Design Services, Inc.,

20

Terrapay Services (UK) Limited

21

Comviva Technologies Inc.,

22

High Resolution Consulting Limited

23

High Resolution Resourcing Limited

3. Joint Ventures/Associate Companies:

Sr. No.

Name of the Company

A

Formed /Acquired:

 

Nil

B

Ceased:

1

IQS Information Solutions WLL

 

 

For and on behalf of the Board

 

 

Place: Mumbai

Anand G. Mahindra

Date: May 21, 2019

Chairman

 

(DIN: 00004695)

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTORS, KMPs AND SENIOR MANAGEMENT

Directors

The Nomination & Remuneration Committee (NRC) determines the criteria for appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. In evaluating the suitability of individual Board member, the NRC will take into account multiple factors, including general understanding of the business, education, professional background, personal achievements, professional ethics and integrity.

Based on recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member. The Board through the Chairman /the NRC/VC/ MD & CEO will interact with the new member to obtain his/her consent for joining the Board. Upon receipt of the consent, the new Director will be co-opted by the Board in accordance with the applicable provisions of the Companies Act 2013 and Rules made there under.

KMPs

The authority to identify right candidates for the appointment of CFO and CS is vested with the MD & CEO. The HR will facilitate in identifying the candidates internally or externally. NRC will consider the candidates proposed by the MD & CEO and recommend to the Board for its consideration and appointment in accordance with the applicable provisions of the Act and Rules.

In case of EVC / MD / CEO's appointment, NRC will initiate the process of identifying the new candidate, which can be an internal or external candidate, for the respective position. After identification and screening of the candidate, NRC will propose the candidature to the Board for its consideration and for appointment subject to the approval of the Shareholders and Regulatory Authority, if any.

Senior Management Personnel

The Senior Management personnel are appointed and removed/relieved with the authority of EVC/ MD & CEO based on the business need and the suitability of the candidate. The details of the appointment made and the personnel removed/relieved during a quarter shall be presented to the Board as part of update on Corporate Governance.

Removal of Directors and KMPs

If a Director or a KMP is attracted with any disqualification as mentioned in any of the applicable Act, rules and regulations thereunder or due to non-adherence to the applicable policies of the Company, the NRC may recommend to the Board with reasons recorded in writing, removal of a Director or a KMP subject to the compliance of the applicable statutory provisions.

ANNEXURE IV

REMUNERATION TO DIRECTORS, KMPS, SENIOR MANAGEMENT PERSONNEL & OTHER EMPLOYEES

Non Executive Directors:

The NRC shall decide the basis for determining the compensation to the Non Executive Directors, including Independent Directors, whether as commission or otherwise. The NRC shall take into consideration various factors such as director's participation in Board and Committee meetings during the year, other responsibilities undertaken, such as membership or Chairmanship of committees, time spent in carrying out their duties, role and functions as envisaged in Schedule IV of the Companies Act 2013 and Clause 49 of the Listing Agreement with Stock Exchanges and such other factors as the NRC may consider deem fit for determining the compensation. The Board shall determine the compensation to Non-Executive Directors within the overall limits specified in the Shareholders resolution.

Executive Directors:

The remuneration of MD & CEO shall be recommended by NRC to the Board. The remuneration consists of both fixed compensation and variable compensation and shall be paid as salary, commission, performance bonus, perquisites and fringe benefits as approved by the Board and within the overall limits specified in the Shareholders resolution. While the fixed compensation is determined at the time of appointment, the variable compensation will be determined annually by the NRC based on their performance.

The Company may also grant Stock Options to the Directors subject to the compliance of the applicable statutes and regulations.

Remuneration to Senior Management Personnel and Other Employees

The Company follows an extensive performance management system to review the performance of the employees / Senior Management and provide rewards on the basis of meritocracy.

The overall remuneration to the employees includes a fixed component (Guaranteed Pay) and a variable component (Performance pay). The percentage of the variable component increases with increasing hierarchy levels, as the Company believes employees at higher positions have a far greater impact and influence on the overall business result. The CTC is reviewed once every year and the compensation strategy for positioning of individuals takes into consideration the following elements:

Performance Potential Criticality Longevity in grade

The remuneration for KMPs - CFO and CS will be proposed by the MD &CEO to the NRC consistent with the strategy of the Company and their Qualifications, Experience, Roles and Responsibilities. Pursuant to the provisions of section 203 of the Companies Act 2013 the Board shall approve the remuneration.

The remuneration for the Senior Management personnel shall be proposed by CPO, approved by MD & CEO, and reported to NRC periodically.

Remuneration for the new employees other than KMPs and Senior Management Personnel will be decided by the HR, in consultation with the concerned business unit head at the time of hiring, depending upon the relevant job experience, last compensation and the skill-set of the selected candidate.

The CPO shall make a presentation to the NRC on the proposed annual increments based on the performance of the Company, general trends in the Industry etc. the annual performance appraisal process of the employees conducted by the Human Resources department, during the financial year. Eligible employees will be rewarded with the annual increment. Before taking the proposal to the NRC, the CPO shall obtain the approval of Vice Chairman/ MD and CEO.

The Stock Option grants to the employees are approved by the NRC based on the recommendation of the Advisory Council.

 

For and on behalf of the Board

 

 

 

Anand G. Mahindra

Place: Mumbai

Chairman

Date: May 21, 2019

(DIN: 00004695)

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To:

The Members,

Tech Mahindra Limited,

Gateway Building, Apollo Bunder,

Mumbai -400 001.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tech Mahindra Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2019 ('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment; [There were no Foreign Direct Investment (except remittances from overseas employees for ESOP exercise) and External Commercial Borrowings transactions in the Company, during the Audit Period];

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): —

ANNEXURE V

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and 2018 (Not applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and 2018.

(vi) I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

(a) The Information Technology Act, 2000, and

(b) The Special Economic Zones Act, 2005.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India; and

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period:

In terms of the provisions of Sections 68, 69, 70 and applicable rules under the Companies Act, 2013 and Securities and Exchange Board of India (Buy-Back of Securities) Regulation, 2018 and subject to such other approvals, permissions and sanctions, the Board of Directors of the Company at its meeting held on 21 February, 2019 approved and completed buy back of 2,05,85,000 Fully Paid up Equity Shares of Rs 5I- each of the Company, representing 2.09% of the total number of shares through tender offer route at a price of Rs 950/- per share aggregating to Rs 19,55,57,50,000/-(Rupees One Thousand Nine Hundred Fifty Five Crores Fifty Seven Lakhs And Fifty Thousand Only); being 9.55% of the aggregate of the fully paid-up Equity Share capital and free reserves. The Promoters also participated in the buyback of equity shares of the Company. The buyback offer period was from 25 March, 2019 to 5 April, 2019.

Place: Pune

Dr. K R Chandratre

Date: May 21, 2019

PCS No.: 1370, C. P. No.: 5144

This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure to the Secretarial Audit Report

To:

The Members,

Tech Mahindra Limited,

Gateway Building, Apollo Bunder,

Mumbai -400 001.

My report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test-check basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I have obtained Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test-check basis.

6. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Pune

Date: May 21, 2019

Dr. K R Chandratre FCSNo.: 1370, C. P. No.: 5144

ANNEXURE VI

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS:

i)

CIN:

L64200MH1986PLC041370

ii)

Registration Date:

24/10/1986

iii)

Name of the Company:

Tech Mahindra Limited

iv)

Category / Sub-Category of the Company:

Public Limited Company/Limited by Shares

v)

Address of the Registered office and contact details:

Gateway Building,

Apollo Bunder,

Mumbai -400 001

Tel: + 91 22 2289 5500

Email: investor.relations@techmahindra.com

Website: www.techmahindra.com

vi)

Whether listed company:

Yes

vii)

Name, Address and Contact details of Registrar and Transfer Agent, if any:

Link Intime India Pvt Ltd

Block no. 202, 2nd Floor, Akshay Complex,

Off: Dhole Patil Road, Pune - 411001

Phone: 020-26160084/1629

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

Sr. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1

Computer Programming, Consultancy and Related services

620

100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name of the Company

Registered Address

CIN/GLN

Holding/ Subsidiary/ Associate

(%) shares held

Applicable Section

1

Tech Mahindra (Americas) Inc.

4965, Preston Park Boulevard, Suite 500, Piano (Texas) 75093 United States of America

-

Subsidiary

100

2(87)

2

Tech Talenta Inc.

4965, Preston Park Boulevard, Suite 500, Piano (Texas) 75093 United States of America

-

Subsidiary

100

2(87)

3

Tech Mahindra IPR Inc.*

2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808, State of Delaware

-

Subsidiary

100

2(87)

4

FixStream Networks Inc.

Unisearch, Inc. 28 Old Rudnick Lane Dover, DE 19901

-

Subsidiary

73.38

2(87)

5

Fixstream India Private Limited

Unit no.408/409/410/417,4th Floor,Sigma Tech park. Delta Tower, Varthur Main Road, Ramagondanahalli, Bengaluru Karnataka 560066 India

U72200KA2013PTC104459

Subsidiary

73.37

2(87)

6

Tech Mahindra GmbH

Fritz-Vomfelde-Str. 8, 40547 Dusseldorf

-

Subsidiary

100

2(87)

7

TechM IT- Services GmbH

Albertgasse 35, 1080 Vienna, Austria

-

Subsidiary

100

2(87)

8

Tech Mahindra Norway AS

Capus TS Martin Linges vei 25 1364 FORNEBU OSLO, NORWAY

-

Subsidiary

100

2(87)

9

Tech Mahindra (Singapore) Pte Limited

No. 17, Changi Business Park, Central 1 #06-01, Honeywell Building, Singapore 486073

-

Subsidiary

100

2(87)

10

Tech Mahindra (Thailand) Limited

BB Building, 13th Floor, Unit No. 1304, Sukhumvit 21 Road (Asok), North Klongteoy Sub-district, Wattana District, Bangkok

-

Subsidiary

100

2(87)

11

PTTech Mahindra Indonesia

Cyber 2 Tower, 17th Floor, Jl. HR Rasuna Said Blok X-5, Kav 13, Jakarta 12950 INDONESIA

-

Subsidiary

100

2(87)

12

Tech Mahindra ICT Services (Malaysia) SDN. BHD

35-3, Jalan SS 15/8A, 47500 Subang Jaya, Selangor Darul Ehsan, Malaysia

-

Subsidiary

100

2(87)

13

Tech Mahindra (Beijing) IT Services Limited

Room 512-1 & 512-2, No.6 South Zhongguancun Street, Haidian District, Beijing

-

Subsidiary

100

2(87)

14

Tech Mahindra (Nigeria) Limited

3rd Floor, 68A Coscharis Plaza, Adeola Odeku Street, Victoria Island, Lagos, Nigeria

-

Subsidiary

100

2(87)

15

Tech Mahindra (Bahrain) Limited. S.P.C.

Flat/shop 1126, Building 722, Road 1708, Block 317, Diplomatic Area. Bahrain

-

Subsidiary

100

2(87)

16

Tech Mahindra Business Services Limited

Spectrum Towers, Mindspace Complex, Off Link Road, Malad (West), Mumbai, Maharashtra-400064

U72900MH2006PLC159149

Subsidiary

100

2(87)

17

Tech Mahindra South Africa (Pty) Limited

56 Karee Drive, Walton Road, Carlswald, Gauteng 1685

-

Subsidiary

48.96

2(87)

18

Tech Mahindra Holdco Pty Limited

56 Karee Drive, Walton Road, Carlswald, Gauteng 1685

-

Subsidiary

96

2(87)

19

Tech Mahindra (Shanghai) Co Ltd

Suite 23102, 23104, 23204, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang Hitech, Park, Shanghai

-

Subsidiary

100

2(87)

20

Tech Mahindra (Nanjing) Co. Ltd

Suite 413-246, Business Building, Nanjing Hightech Industry Developing Zone, Nanjing

-

Subsidiary

100

2(87)

21

Tech Mahindra Technologies, Inc.

251 Little Falls Drive, Wilmington, New Castle, Delaware, 19808

-

Subsidiary

100

2(87)

22

The Bio Agency Ltd

70 Wilson Street, London, United Kingdom, EC2A 2DB

-

Subsidiary

100

2(87)

23

Tech Mahindra Vietnam Company Limited

HimJam Business Center, 21st Floor, Capital Tower, No. 109 Tran Hung Dao, Cua Nam Ward, Hoan Kiem District, Ha noi City, Vietnam

-

Subsidiary

100

2(87)

24

Citisoft Pic.,

63 Queen Victoria Street, London, England, EC4N 4UA

-

Subsidiary

100

2(87)

25

Citisoft Inc.,

343 Congress Street, Boston, MA 02210

-

Subsidiary

100

2(87)

26

Tech Mahindra Services De Informatica Ltda

Rua Quintana, 887,12th Floor.Brooklin Novo, Suite 121, Sao paulo,SP CEP 04569-011

-

Subsidiary

99.99

2(87)

27

Tech Mahindra De Mexico S.DE R.L.DE C.V

Av. Eje 5 Norte # 990 Edificio F - Planta Baja Colonia Santa Barbara, C.P. 02230 Delegacion Azcapotzalco Distrito Federal Mexico

-

Subsidiary

100

2(87)

28

Satyam Venture Engineering Services Private Limited

1-8-301-306, 3rd Floor, Ashoka Myhome Chambers, S.P. Road, Secunderabad, Telangana, India - 500 003

U72200AP2000PTC033213

Subsidiary

50

2(87)

29

Satyam Venture Engineering Services (Shanghai) Co Limited

Room 2202, building B. No. 2 Nong 1883, South Huicheng Rd, Industry zoom, Jiading, Shanghai

-

Subsidiary

50

2(87)

30

Satven GmbH

Leopoldstr. 244,80807 Munchen Germany

-

Subsidiary

50

2(87)

31

vCustomer Philippines Inc.,

3rd Floor eCommerce Plaza, Eastwood City Cyberpark, Bagumbayan, Quezon City, Philippines

-

Subsidiary

100

2(87)

32

vCustomer Philippines(Cebu), Inc.

4th Floor, JESA Building, 90 General Maxllom Ave., Cebu City, Philippines

-

Subsidiary

100

2(87)

33

Mahindra Engineering Services (Europe) Limited

Attrium Court,The Ring Bracknell Berkshire RG 121BW

-

Subsidiary

100

2(87)

34

lnter-lnformatics,spol. s r.o.

Prague 9, Kolcavka 3/75, Postal Code 19000, Czech Republic

-

Subsidiary

100

2(87)

35

Inter-Informatics SRL

19-21 Primaverii Blvd., Corp B, 3rd floor, Bucharest-Sector 1

-

Subsidiary

100

2(87)

36

TC Inter-Informatics a.s.

Prague 9, Kolcavka 3/75, Postal Code 19000, Czech Republic

-

Subsidiary

100

2(87)

37

Inter-Informatics s.r.o*

Kutlikova 17, Bratislava, Postal Code 851 05, Slovak Republic

-

Subsidiary

100

2(87)

38

K-Vision Co., Ltd

6-18, Kamiji 1-chome, Higashinari-ku, Osaka

-

Subsidiary

100

2(87)

39

Mahindra Technologies Services Inc

101 WBig Beaver, 14th Floor, Troy, Michigan 48084

-

Subsidiary

100

2(87)

40

Tech Mahindra DRC SARLU

Immeuble Le Prestige, 1er Etage, 4239 Avenue Tombalbaye Commune de la Gombe, Kinshasa, Rep. Dem. du Congo

-

Subsidiary

100

2(87)

41

NTH Dimension Ltd

1st Floor, Charles Schwab Building, 401, Grafton Gate (E), Milton Keynes MK91AQ. UK

-

Subsidiary

100

2(87)

42

Tech Mahindra Arabia Limited

12th Floor, Al - Hugyat Towers, Al Khobar 31952, Kingdom of Saudi Arabia

-

Subsidiary

51

2(87)

43

Tech Mahindra Growth Factories Limited

W-1, Oberoi Estate Gardens, Off Saki Vihar Road, Next Chandivali Studio, Chandivali, Sakinaka, Mumbai -400072, Maharashtra, India

U72200MH2015PLC269129

Subsidiary

100

2(87)

44

Tech Mahindra France SAS*

17 Avenue Georges V 75008 Paris

-

Subsidiary

100

2(87)

45

Tech Mahindra Netherlands B.V.

2516 CK The Hague, Maanplein 7, Building 4, The Netherlands

-

Subsidiary

100

2(87)

46

Tech Mahindra Sweden AB

c/o Ola Hammarlund Room 501 & 538, Norrtullsgatan 6 113 29 STOCKHOLM

-

Subsidiary

100

2(87)

47

Tech Mahindra LLC

251 Little Falls Drive, Wilmington, New Castle, Delaware, 19808

-

Subsidiary

100

2(87)

48

Tech Mahindra Chile SpA

Mariano Sanchez Fontecilla 310, 2nd Floor, Office #201, Las Condes, 7550296 Santiago, CHILE

-

Subsidiary

100

2(87)

49

Comviva Technologies Limited

A-26, Info City, Sector - 34, Gurgaon, Haryana - 122001

U72200HR1999PLC041214

Subsidiary

99.99

2(87)

50

Comviva Technologies Inc.*

1411, Sawgrass Corporate Parkway, Ste B, Sunrise, FL33323-2888, USA

-

Subsidiary

99.99

2(87)

51

Comviva Technologies Nigeria Limited

376, Ikorodu Road, (Kresta Laurel Complex), 4th Floor, Maryland, Lagos, Nigeria

-

Subsidiary

99.98

2(87)

52

Hedonmark (Management Services) Limited

NCR Building 8th Fl,6 Broad Street,Lagos,PO Box 4706,Apapa

-

Subsidiary

74.99

2(87)

53

Comviva Technologies Singapore Pte. Ltd

180B, Bencoolen Street, #12-05, The Bencoolen, Singapore 189648

-

Subsidiary

99.99

2(87)

54

Comviva Technologies FZ-LLC

Office #240, Building #16, 2nd Floor, Dubai Internet City, Dubai, UAE

-

Subsidiary

99.99

2(87)

55

Comviva Technologies B.V.

Overschiestraat 65, 1062 XD Amsterdam, The Netherlands

-

Subsidiary

99.99

2(87)

56

Comviva Technologies (Australia) Pty Ltd

Level 11, 68 pitt st, SYDNEY NSW 2000

-

Subsidiary

99.99

2(87)

57

Emagine International Pty Ltd

Level 3, 55 Murray Street Pyrmont NSW 2009, Australia

-

Subsidiary

99.99

2(87)

58

Comviva Technologies Madagascar Sarlu

Immeuble ARO Ampefiloha Escalier, Porte A402

-

Subsidiary

99.99

2(87)

59

Terra Payment Services South Africa (RF) (Pty) Ltd

104 Suite Lupin House,101 DR R D Naidu Drive,Asherville Durban-4091,KZN

-

Subsidiary

99.99

2(87)

60

Terra Payment Services (Netherlands) BV

Overschiestraat 65, 1062 XD Amsterdam, The Netherlands

-

Subsidiary

99.99

2(87)

61

Mobex Money Transfer Services Limited

James ngalawa Mutiso PO Box 214-00621,Village Market,Nairobi Kenya

-

Subsidiary

99.99

2(87)

62

Terrapay Services (UK) Limited*

2nd Floor, Unit 4, Milbanke Court, Milbanke Way, Bracknell, Berkshire, England, RG121RP

-

Subsidiary

99.99

2(87)

63

Comviva Technologies (Argentina) S.A.

Av. Corrientes 880, 11th Floor City of Buenos Aires Argentina

-

Subsidiary

99.99

2(87)

64

ATS Advanced Technology Solutions do Brasil Industria Comercio, Importacaoe Exportacao Ltda

Alameda Santos, 2441 - 2o andar, Bairro Cerqueira Cesar, CEP 01. 419-002, na Cidadee Estado Sao Paulo

-

Subsidiary

99.99

2(87)

65

Terra Payment Services (Uganda) Limited

Arcadia Advocates, Acacia Place, 3rd Floor, Plot 6, Acacia Avenue, P O Box 28987, Kampala, Uganda

-

Subsidiary

99.99

2(87)

66

Terra Payment Services (Tanzania) Limited

Law Associates (Advocates), CRDB Building 6th Floor, Azikiwe Street P.O Box 11133, Dares Salaam,Tanzania

-

Subsidiary

99.99

2(87)

67

Terra Payment Services S.A.R.L

Dakar (Senegal) - Regus, 12 Boulevard Djily Mbaye, Building Azur 15, 2nd Floor, Republic of Senegal

-

Subsidiary

99.99

2(87)

68

Comviva Technologies Colombia S.A.S

AC 82, No. 1050 P.5, Bogota, Colombia

-

Subsidiary

99.99

2(87)

69

Terra Payment Services S.A.R.L

61 Avenue Patrice LUMUMBA, Centre ville Brazzaville, Republic of the Congo

-

Subsidiary

99.99

2(87)

70

Terra Payment Services Botswana (Proprietary) Limited

1st Floor, Mokolwane House, Prime Plaza Plot 67978, Gaborone, Botswana

-

Subsidiary

99.99

2(87)

71

Terra Payment Services (UK) Ltd

2nd Floor, Unint 4, Milbanke Court, Milbanke Way, Bracknell, Berkshire, England, RG12 1RP

-

Subsidiary

99.99

2(87)

72

Terra Payment Services S.A.R.L

2 Avenue du Musee, Immeuble Btour, 10 erne etage. Commune of Gombe, Kinshasa, Democratic Republic of Congo

-

Subsidiary

99.99

2(87)

73

Terra Payment Services (Mauritius)

IFS Court, Bank Street, Twenty Eight Cybercity, Ebene 72201, Mauritius

-

Subsidiary

99.99

2(87)

74

Terra Payment Services (India) Private Limited

A-26, Info City, Sector-34, Gurugram, Gurgaon, Haryana, India, 122001

U72900HR2017FTC070602

Subsidiary

99.99

2(87)

75

Comviva Technologies Mexico, S de R.L. de C.V

Guadalajara, Jalisco, Mexico

-

Subsidiary

99.99

2(87)

76

YABX Technologies (Netherlands) B.V.

Maanplein 7,2516 CK The Hague

-

Subsidiary

99.99

2(87)

77

Sofgen Holdings Limited

Arch. Makariou III, 229 Meliza Court, 4th floor PC. 3105 Limassol (Cyprus)

-

Subsidiary

100

2(87)

78

Sofgen Americas Inc.,*

99, Washington Avenue Suite 1008 Albany, NY 12260 - USA

-

Subsidiary

100

2(87)

79

Sofgen Services Limited*

Arch. Makariou III, 229 Meliza Court, 4th floor PC. 3105 Limassol - Cyprus

-

Subsidiary

100

2(87)

80

Sofgen Limited*

Arch. Makariou III, 229 Meliza Court, 4th floor PC. 3105 Limassol - Cyprus

-

Subsidiary

100

2(87)

81

Sofgen (UK) Limited

Tech Mahindra Ltd, 3rd Floor, 63, Queen Victoria Street, Level 3, London EC4N 4UA

-

Subsidiary

100

2(87)

82

Sofgen Ireland Limited

Century House Harold's Cross Road Dublin 6W - Ireland

-

Subsidiary

100

2(87)

83

Sofgen Consulting AG

Lovenstrasse 20 8001 Zurich - Switzerland

-

Subsidiary

100

2(87)

84

Sofgen SA

chemin du Chateau-Bloch 11,c/o SOFGEN Save Tax SA, 1219 Le Lignon - Geneva, Switzerland

-

Subsidiary

100

2(87)

85

Sofgen Africa Limited

L.R. 7158/602, Kalamu House, Grevillea Grove, Westlands, P.O. Box 47323, 00100 NAIROBI

-

Subsidiary

100

2(87)

86

Sofgen West Africa Limited*

10 Notei Abadio Street Airport Residential Area DTD 78 Cantonments Accra, Ghana - Africa

-

Subsidiary

100

2(87)

87

Sofgen India Private Limited*

KG 360 Degrees IT Business Park, 232/1, Dr .M.G.R. Salai, (OMR By-pass Road) Perungudi, Chennai 600 096 - India

U72900TN2001PTC047964

Subsidiary

100

2(87)

88

Sofgen Sdn Bhd

26-2, Lorong 6E/91, Taman Shamelin Perkasa, 56100 Kuala Lumpur

-

Subsidiary

100

2(87)

89

Sofgen Services Pte. Ltd.

138 CECIL STREET, #13-02 CECIL COURT, Singapore 069538

-

Subsidiary

100

2(87)

90

Lightbridge Communications Corporation

4965, Preston Park Boulevard, Suite 500, Piano (Texas) 75093 United States of America

-

Subsidiary

100

2(87)

91

Tech Mahindra Network Services International Inc.,

4965, Preston Park Boulevard, Suite 500, Piano (Texas) 75093 United States of America

-

Subsidiary

100

2(87)

92

Tech Mahindra Network Design Services, Inc.,*

4965, Preston Park Boulevard, Suite 500, Piano (Texas) 75093 United States of America

-

Subsidiary

100

2(87)

93

LCC Central America de Mexico, SA de CV

Av. Vasco de Quiroga 3900, Piso 10, Torre A, Lomas de Santa Fe, Deleg. Cuajimalpa de Morelos, Mexico DF 05300

-

Subsidiary

100

2(87)

94

Tech Mahindra Network Services Belgium

Leuvensesteenweg 555 1930 Zaventem. Belgium

-

Subsidiary

100

2(87)

95

LCC France SARL

410 Clos de la Courtine 93160 Noisy-Le-Grand France

-

Subsidiary

100

2(87)

96

LCC Telecom GmbH

Neumannstrasse 2 40235 Dusseldorf

-

Subsidiary

100

2(87)

97

LCC Design and Deployment Services Ltd.

1 Danais & Perikleous St 15344 Gerakas

-

Subsidiary

100

2(87)

98

LCC Italia s.r.l.

Via Francesco Antolisei, 6, 00173 Roma, Italy

-

Subsidiary

100

2(87)

99

LCC Network Services, B.V.

Ruwekampweg 4, Postbus 2206, 5202 CE's-Hertogenbosch, The Netherlands

-

Subsidiary

100

2(87)

100

LCC Projects B.V*

Ruwekampweg 4, Postbus 2206, 5202 CE's-Hertogenbosch, The Netherlands

-

Subsidiary

100

2(87)

101

LCC Telecom Infra Projects BV*

Amerikastraat 7, 5232 BE's-Hertogenbosch, Postbus 2206

-

Subsidiary

100

2(87)

102

LCC Telecom Infra Professionals BV*

Amerikastraat 7, 5232 BE's-Hertogenbosch, Postbus 2206

-

Subsidiary

100

2(87)

103

LCC Installation & Services Projects BV*

Amerikastraat 7, 5232 BE's-Hertogenbosch, Postbus 2206

-

Subsidiary

100

2(87)

104

LCC Installation & Services Professionals BV*

Amerikastraat 7, 5232 BE's-Hertogenbosch, Postbus 2206

-

Subsidiary

100

2(87)

105

LCC Professionals, B.V*

Amerikastraat 7-11, S'Hertogenbosch, 5232, Netherlands

-

Subsidiary

100

2(87)

106

LCC North Central Europe ,B.V

Amerikastraat 7,5232 BE's-Hertogenbosch, Postbus 2206

-

Subsidiary

100

2(87)

107

LCC Europe B.V

Ruwekampweg 4, Postbus 2206, 5202 CE's-Hertogenbosch, The Netherlands

-

Subsidiary

100

2(87)

108

LCC Wireless Communications Espana, SA

C/ Estrella Denebola 8 Planta 2 28045 Madrid

-

Subsidiary

100

2(87)

109

LCC Telekomunikasyon Servis Limited

Ergenekon Cad. etat Merkezi K:5 D:501 Ferikoy- i li/ stanbul

-

Subsidiary

100

2(87)

110

LCC United Kingdom Limited

Pinewood Crockford Lane Chineham Business Park Basingstoke England RG24 SAL

-

Subsidiary

100

2(87)

111

LCC Deployment Services, UK Limited

Pinewood Crockford Lane Chineham Business Park Basingstoke England RG24 SAL

-

Subsidiary

100

2(87)

112

LCC Networks Poland Sp.z.o.o

ul. WYRZYSKA, nr 9A, lok. miejsc. WARSZAWA, kod 02-455, poczta, WARSZAWA, kraj POLSKA

-

Subsidiary

100

2(87)

113

LCC Wireless Communications Services Marox, SARLAU

186 Av Mehdi Ben Barka Appt N 22, Bourgogne 20053, Casablanca, Morrocco

-

Subsidiary

100

2(87)

114

Lightbridge Middle East Holdings, Inc.*

7900 Westfields Blvd, Suite 300A McLean VA 22102

-

Subsidiary

100

2(87)

115

LCC Middle East FZ-LLC

Dubai Internet City Shatha Tower, office#1206 P.O.BOX 500639, Dubai

-

Subsidiary

100

2(87)

116

LCC Engineering & Deployment Services Misr, Ltd

Office 4 Al Maqdes Al Qabari, Nasr City, Cairo, Egypt

-

Subsidiary

100

2(87)

117

LCC India Private Limited*

2nd Floor, Sucheta Bhawan, Gate No 2, 11 -A Vishnu Digambar Marg, New Delhi -110 002

U64202DL2004PTC126500

Subsidiary

100

2(87)

118

LCC Saudi Telecom Services, Ltd.

Offices 4&5; 2nd Floor AI-Mizan Tower PO Box 2432 Riyadh Saudi Arabia

-

Subsidiary

100

2(87)

119

LCC Saudi Arabia Telecom Services Co. Ltd/Jordan WLL

Amman - Faihaa Bldg -2nd Floor -Office No 102

-

Subsidiary

100

2(87)

120

LCC Muscat LLC

Muscat Governorate/ As Seeb/Wahat Al Marafa/PO Box 3360/ Postal Code 111

-

Subsidiary

100

2(87)

121

Lightbridge Communications Corporations LLC

P.O Box No: 18698, Doha, State of Qatar

-

Subsidiary

49

2(87)

122

LCC do Brasil Ltda

Veirano Advogados, Av. Brigardeiro Faria Lima, 377-1 60 andar, CEP: 04538-133-Sao Paulo-Brasil

-

Subsidiary

100

2(87)

123

LCC Disenoy Servicios de RED Peru S.R.L.*

Avenida Victor Andres Belaunde, Espalda del CC Caminos del Inca, Lima, Peru

-

Subsidiary

100

2(87)

124

Leadcom Integrated Solutions International B.V.

2 Martinus Nijhofflaan, 2624 ES Delft, the Netherlands

-

Subsidiary

100

2(87)

125

Leadcom Integrated Solutions (L.I.S.) Ltd.

10 Hahagana Street, Or Yehuda Israel

-

Subsidiary

100

2(87)

126

Leadcom Ghana Limited

House No. RR147A Olusegun Obasanjo Road PMB KA 34 Roman Ridge Accra, Ghana

-

Subsidiary

100

2(87)

127

Leadcom Gabon S.A.

Quartier Louis Deriere le Cotton Club B.P. 4638 Libreville, Gabon

-

Subsidiary

100

2(87)

128

Leadcom Uganda Limited

Mobile 256-71-142630 Plot 2 Neptune Avenue Mbuya, Kampala PO Box 50029 Uganda

-

Subsidiary

100

2(87)

129

Leadcom DRC SPRL

Leadcom Avenue Basoko, No. 521, Commune de la Gombe Kinshasa, DRC

-

Subsidiary

100

2(87)

130

Leadcom Integrated Solutions Tanzania Ltd.

2379/34 Winding Avenue Oyster Bay Dar Es Salaam, Tanzania

-

Subsidiary

100

2(87)

131

Leadcom Integrated Solutions Rwanda Ltd.

Sulfo House Door 6B Gikondo Kigali, Rwanda

-

Subsidiary

100

2(87)

132

Leadcom Integrated Solutions Tchad SARL

Zone Industrielle - Farcha BP 6718 N'Djamena Chad

-

Subsidiary

100

2(87)

133

Leadcom Integrated Solutions (SPY) SAS

4 Cite Joly 75011 Paris

-

Subsidiary

100

2(87)

134

STA Gabon

Quartier Louis Deriere le Cotton Club B. P. 4638 Libreville, Gabon

-

Subsidiary

100

2(87)

135

STA Dakar

22, avenue Albert Sarrault BP 6147 Etoile Dakar

-

Subsidiary

100

2(87)

136

Societe deTelecommunications Africaine (STA) Abidjan

Rue Chevalier DE CLIEU, Marcory, Abidjan, Cote d'lvoireOI BP 3910 Abidjan 01 Cote d'lvoire

-

Subsidiary

100

2(87)

137

Coniber S.A.

Plaza Independencia 822, apartamento 801, Montevideo, Uruguay

-

Subsidiary

100

2(87)

138

Tech-Mahindra de Peru S.A.C.

Canavaly Moreyra # 340, San Isidro, Lima Codigo Postal Lima 27

-

Subsidiary

100

2(87)

139

Tech-Mahindra Guatemala S.A

12 calle1-25 zona 10 edificio GEMINIS 10 TORRE SURNIVEL 16 0FICINA 1607 A Guatemala

-

Subsidiary

100

2(87)

140

Tech-Mahindra Bolivia S.R.L.

3 ere. Anillo Interno - Zona San Martin Calle 9 B - Este N33 Santa Cruz - Bolivia

-

Subsidiary

100

2(87)

141

Tech-Mahindra Ecuador S.A

Kenedy Norte Manzana 1010 Solares 7, 8y 9 Guayaquil, Ecuador

-

Subsidiary

100

2(87)

142

Tech-Mahindra Panama, S.A.

Via Simon Bolivar, (Transistmica) Edif H. Herburger oficina 5 y 10 Panama

-

Subsidiary

100

2(87)

143

Tech Mahindra Costa Rica Sociedad Anonima

Sabana Sur, Calle Morenos 150 mt Sur del Supermecado AMPM Edificio color papaya, San Jose Costa Rica

-

Subsidiary

100

2(87)

144

Tech Mahindra Colombia S.A.S

Cra.45 #97 50 Of. 1102, Bogota, Colombia

-

Subsidiary

100

2(87)

145

Tech-Mahindra S.A

Av. Cordoba 795, 4to Piso, Of. 8, C.A.B.A. (C1054AAG), Argentina

-

Subsidiary

100

2(87)

146

Leadcom Integrated Solutions Kenya Limited

Mayfair Business Center 2nd floor Masapo Close, Westland's Nairobi, Kenya

-

Subsidiary

100

2(87)

147

Leadcom Integrated Solutions Myanmar Co., Ltd

14/E University Avenue Compound New University Road, Bahan Township Yangon, Myanmar

-

Subsidiary

100

2(87)

148

PF Holdings B.V.

Maanplein 20, 2516 CK, The Hague, the Netherlands

-

Subsidiary

60

2(87)

149

Pininfarina S.p.A.

Via Bruno Buozzi 6 - Turin -Italy

-

Subsidiary

45.69

2(87)

150

Pininfarina Extra S.r.l.*

Via Bruno Buozzi 6 - Turin -Italy

-

Subsidiary

45.69

2(87)

151

Pininfarina of America Corp.

1101 Brickell Ave- South Tower - 8th Floor - Miami FL USA

-

Subsidiary

45.69

2(87)

152

Pininfarina Deutschland Holding Gmbh

Riedwiesenstr. 1, Leonberg, Germany

-

Subsidiary

45.69

2(87)

153

Pininfarina Deutschland Gmbh

Frankfurter Ring 81, Monaco, Germany

-

Subsidiary

45.69

2(87)

154

Pininfarina Shanghai Co., Ltd

Unit 1, Building 3, Lane 56, Antuo Road, Anting, 201805, Jiading district, Shanghai, China

-

Subsidiary

45.69

2(87)

155

Pininfarina Engineering S.R.L

Via Bruno Buozzi 6-10121 -Turin

 

Subsidiary

45.69

2(87)

156

Tech Mahindra Fintech Holdings Limited

401 Grafton Gate Milton Keynes United Kingdom MK9 1AQ

-

Subsidiary

90.63

2(87)

157

Target Topco Limited

Target House, Cowbridge Road East, Cardiff, S Glamorgan CF11 9AU

-

Subsidiary

90.63

2(87)

158

Target TG Investments Limited

Target House, Cowbridge Road East, Cardiff, S Glamorgan CF11 9AU

-

Subsidiary

90.63

2(87)

159

Target Group Limited

Target House, 5-19 Cowbridge Road East, Cardiff, S Glamorgan CF119AU

-

Subsidiary

90.63

2(87)

160

Target Servicing Limited

Target House, Cowbridge Road East, Cardiff, S Glamorgan CF119AU

-

Subsidiary

90.63

2(87)

161

Target Financial Systems Limited

Target House, 5-19 Cowbridge Road East, Cardiff, S Glamorgan CF119AU

-

Subsidiary

90.63

2(87)

162

Elderbridge Limited

Target House, Cowbridge Road East, Cardiff, S Glamorgan CF119AU

-

Subsidiary

90.63

2(87)

163

Harlosh Limited

Target House, Cowbridge Road East, Cardiff, S Glamorgan CF119AU

-

Subsidiary

90.63

2(87)

164

Harlosh NZ Limited

C/o Urlich Bowker Limited, 21 Broderick Road, Johnsonville, Wellington, 6037, New Zealand

-

Subsidiary

90.63

2(87)

165

Tech Mahindra Healthcare Systems Holdings LLC

2711 Centerville Road, Suite 400, Wilmington, New Castle, Delaware 19808.

-

Subsidiary

88.81

2(87)

166

Tech Mahindra Healthcare LLC

2711 Centerville Road, Suite 400, Wilmington, New Castle, Delaware 19808.

-

Subsidiary

88.81

2(87)

167

The CJS Solutions Group, LLC

6440 Southpoint Parkway, Suite 300 Jacksonville, Florida 32216

-

Subsidiary

100

2(87)

168

HCI Group UK Limited

International House 24 Holborn Viaduct London EC1A 2BN England

-

Subsidiary

100

2(87)

169

Healthcare Clinical Informatics Limited

International House 24 Holborn Viaduct London EC1A 2BN England

-

Subsidiary

100

2(87)

170

High Resolution Consulting Limited*

The Centre Lodge Drive, Baglan, Port Talbot, West Glamorgan, SA12 8UB

-

Subsidiary

100

2(87)

171

High Resolution Resourcing Limited*

The Centre Lodge Drive, Baglan, Port Talbot, West Glamorgan, Wales, SA12 8UB

-

Subsidiary

100

2(87)

172

HCI Group DMCC

Ag Tower Jumeirah Lakes Towers, Dubai, UNITED ARAB EMIRATES

-

Subsidiary

100

2(87)

173

CJS Solutions Group Canada ULC

20th Floor, 250 HOWE Street, Vancouver BC V6C3R8, CANADA

-

Subsidiary

100

2(87)

174

HCI Group Australia Pty Ltd

Unit 22 12 Esperance Court, CLEVELAND- 4163, AUSTRALIA

-

Subsidiary

100

2(87)

175

Mahindra Educational Institutions

Survey No: 62/1 A, Bahadurpally, Jeedimetla, Hyderabad - 500 043, Telangana, India

U80300TG2013NPL086878

Subsidiary

100

2(87)

176

Tech Mahindra Foundation

Oberoi Gardens Estate, Chandivali, Off Saki Vihar Road, Andheri (E), Mumbai -400072

U85310MH2006NPL160651

Subsidiary

100

2(87)

177

Avion Networks, Inc.

C/o. Incorporating Services, Ltd., 3500 South DuPont Highway, Dover, County of Kent, Delaware, 19901

-

Associate

30

2(6)

178

SARL Djazatech

Bab Ezzouar Business District, Lot Nr. 94, Algiers, 16311, Algeria

-

Associate

49

2(6)

179

EURL LCC UK AIgerie

Bab Ezzouar Business District, Lot Nr. 94, Algiers, 16311, Algeria

-

Associate

49

2(6)

180

IQS Information Solutions WLL*

Suite 45, 10th Floor, Al Reem Tower, West Bay, Doha, Sate of Qatar

-

Associate

20

2(6)

181

Goodmind S.r.l.

Via Nazionale 30 - Cambiano - Italy

-

Associate

9.14

2(6)

182

Signature S.r.l.

Via Paolo Frisi n. 6-48124-Ravenna (RA), Italy

-

Associate

10.97

2(6)

183

Altiostar Networks, Inc.

200 Ames Pond Drive Tewksbury, MA 01876

-

Associate

23.33

2(6)

 

 

 

 

 

 

 

 

 

 

* Closed, Dissolved, Liquidated, Merged, Struck off as of March 31, 2019.

Note:

1 Entities listed at Sr. No. 18, 47, 48, 76, 155 have been Formed during the year.

2 Entities listed at Sr. No. 34 to 38 have become Subsidiaries.

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

 (i) Category-wise Share Holding:

 

Category of shareholder

No.of Shares held at the beginning of the year

No.of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

(A)

Promoter and Promoter Group

 

 

 

 

 

 

 

 

 

1

Indian

 

 

 

 

 

 

 

 

 

(a)

Individuals /Hindu Undivided Family

-

-

-

-

-

-

-

-

-

(b)

Central Government /State Government(s)

-

-

-

-

-

-

-

-

-

(c)

Bodies Corporate

256,450,608

-

256,450,608

26.18

256,450,608

-

256,450,608

26.08

-0.10

(d)

Financial Institutions/ Banks

-

-

-

-

-

-

-

-

-

(e)

Any Other (specify)

-

-

-

-

-

-

-

-

-

 

TML Benefit Trust (Through Mr. Ulhas N. Yargop, Trustee)

96,000,000

 

96,000,000

9.80

96,000,000

 

96,000,000

9.76

-0.04

 

Sub-Total (A)(1)

352,450,608

-

352,450,608

35.98

352,450,608

-

352,450,608

35.84

-0.14

2

Foreign

 

 

 

 

 

 

 

 

 

(a)

Individuals (Non-Resident Individuals/ Foreign Individuals)

 

 

 

 

 

 

 

 

 

(b)

Bodies Corporate

242,904

-

242,904

0.02

242,904

-

242,904

0.02

0.00

(c)

Institutions

-

-

-

-

-

-

-

-

 

(d)

Qualified Foreign Investor

-

-

-

-

-

-

-

-

 

(e)

Any Other (specify)

-

-

-

-

-

-

-

-

 

 

Sub-Total (A)(2)

242,904

-

242,904

0.02

242,904

-

242,904

0.02

0.00

 

Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

352,693,512

 

352,693,512

36.00

352,693,512

 

352,693,512

35.87

-0.13

(B)

Public shareholding

 

 

 

 

 

 

 

 

 

1

Institutions

 

 

 

 

 

 

 

 

 

(a)

Mutual Funds/UTI

66,139,661

4,932

66,144,593

6.75

83,906,405

4,932

83,911,337

8.53

1.78

(b)

Financial Institutions/ Banks

4,372,523

-

4,372,523

0.45

1,676,614

-

1,676,614.00

0.17

-0.28

(c)

Central Government/ State Governments)

2,144,427

-

2,144,427

0.22

1,637,080

-

1,637,080

0.17

-0.05

(d)

Venture Capital Funds

-

-

-

-

-

-

-

-

-

(e)

Insurance Companies

50,532,137

-

50,532,137

5.17

26,904,852

-

26,904,852

2.74

-2.42

(f)

Foreign Institutional Investors

10,386,796

11,836

10,398,632

1.06

6,916,448

11,836

6,928,284

0.70

-0.36

(g)

Foreign Venture Capital Investors/ Alternate Investment Funds

829,855

 

829,855

0.08

2,164,432

 

2,164,432

0.22

0.14

(h)

Qualified Foreign Investor

-

-

-

-

-

-

-

-

-

(i)

Any Other (specify) Foreign Portfolio Investor (Corporate)

371,659,289

 

371,659,289

37.93

374,716,811

 

374,716,811

38.11

0.18

 

Sub-Total (B)(1)

506,064,688

16,768

506,081,456

51.66

497,922,642

16,768

497,939,410

50.64

-1.02

2

Non-institutions

 

 

 

 

 

 

 

 

 

(a)

Bodies Corporate

17,955,535

42,860

17,998,395

1.84

19,187,427

41,892

19,229,319

1.96

0.12

(b)

Individuals-

 

 

 

 

 

 

 

 

 

 

i. Individual shareholders holding nominal share capital up to Rs 1 lakh.

64,403,846

1,495,160

65,899,006

6.73

68,306,795

1,325,356

69,632,151

7.08

0.35

 

ii. Individual shareholders holding nominal share capital in excess of Rs1 lakh.

19,760,564

47,056

19,807,620

2.02

19,803,945

47,056

19,851,001

2.02

0.00

(c)

Qualified Foreign Investor

-

-

-

-

-

-

-

-

-

(d)

Any Other (specify)

 

 

 

 

 

 

 

 

 

 

i. Non Resident Indians

8,123,843

538,464

8,662,307

0.88

7,631,258

525,760

8,157,018

0.83

-0.05

 

ii. Foreign Nationals

237,322

900

238,222

0.02

222,290

900

223,190

0.02

0.00

 

iii. Trusts

4,823,323

-

4,823,323

0.49

6,855,172

-

6,855,172

0.69

0.20

 

iv. Clearing Members

1,537,294

-

1,537,294

0.16

6,010,188

-

6,010,188

0.61

0.45

 

v. Overseas Bodies Corporates

2,348

-

2,348

0.00

2,348

-

2,348

0.00

0.00

 

vi. Hindu Undivided Family

1,659,101

-

1,659,101

0.17

2,262,278

-

2,262,278

0.23

0.06

 

vii. Unclaimed Shares

331,124

-

331,124

0.03

330,420

-

330,420

0.03

0.00

 

viii. Foreign Portfolio Investor (individual)

100

-

100

0.00

100

-

100

0.00

-

 

ix. NBFCs registered with RBI

-

-

-

-

141,337

-

141,337

0.01

0.01

 

x. Investor Educational And Protection Fund

-

-

-

-

35,026

-

35,026

0.00

0.00

 

Sub-Total (B)(2)

118,834,400

2,124,440

120,958,840

12.34

130,788,584

1,940,964

132,729,548

13.49

1.14

 

Total Public Shareholding (B)=(B)(1)+(B)(2)

624,899,088

2,141,208

627,040,296

64.00

628,711,226

1,957,732

630,668,958

64.13

0.13

 

TOTAL (A)+(B)

977,592,600

2,141,208

979,733,808

100.00

981,404,738

1,957,732

983,362,470

100.00

0.00

(Q

Shares held by Custodians and against which Depository Receipts have been issued

Not Applicable

 

 

 

 

 

 

 

 

 

GRAN D TOTAL (A)+(B)+(Q

977,592,600

2,141,208

979,733,808

100.00

981,404,738

1,957,732

983,362,470

100.00

0.00

 

(ii) Shareholding of Promoters:

SI No.

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change in share holding during the year

No.of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

No.of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

1

Mahindra & Mahindra Limited

256,248,704

26.16

-

256,248,704

26.06

-

0.10

2

TML Benefit Trust (Through Mr. Ulhas N. Yargop Trustee)

96,000,000

9.80

 

96,000,000

9.76

 

0.04

3

Mahindra-BT Investment Company (Mauritius) Limited

242,904

0.02

 

242,904

0.02

 

0.00

4

Mahindra Holdings Limited

201,904

0.02

-

201,904

0.02

-

0.00

 

Total

352,693,512

36.00

-

352,693,512

35.87

-

0.13

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1

Mahindra & Mahindra Limited

 

 

 

 

 

Beginning of the Year

256,248,704

26.16

 

 

 

At the end of the Year

-

-

256,248,704

26.06*

2

TML Benefit Trust (Through Mr. Ulhas N. Yargop Trustee)

 

 

 

 

 

Beginning of the Year

96,000,000

9.80

 

 

 

At the end of the Year

-

-

96,000,000

9.76*

3

Mahindra-BT Investment Company (Mauritius) Limited

 

 

 

 

 

Beginning of the Year

242,904

0.02

 

 

 

At the end of the Year

-

-

242,904

0.02

4

Mahindra Holdings Limited

 

 

 

 

 

Beginning of the Year

201,904

0.02

 

 

 

At the end of the Year

-

-

201,904

0.02

* The change in percentage is due to increase in paid-up capital on account of allotment of shares upon exercise of ESOPs.

(iv) Shareholding of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sr No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding at the end of the year

No. of shares held

% of total shares of the Company

No. of shares held

% of total shares of the Company

1

FIRST STATE INVESTMENTS ICVC- STEWART INVESTORS ASIA PACIFIC LEADERS FUND

 

 

 

 

 

Beginning of the Year

47,829,519

4.88

 

 

 

At the end of the Year

 

 

40,497,091

4.12

 

 

 

 

 

 

2

ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE FRONTLINE EQUITY FUND

 

 

 

 

 

Beginning of the Year

13,229,768

1.35

 

 

 

At the end of the Year

 

 

17,161,814

1.75

 

 

 

 

 

 

3

ICICI PRUDENTIAL BALANCED ADVANTAGE FUND

 

 

 

 

 

Beginning of the Year

15,862,976

1.62

 

 

 

At the end of the Year

 

 

16,689,965

1.70

 

 

 

 

 

 

4

GOVERNMENT PENSION FUND GLOBAL

 

 

 

 

 

Beginning of the Year

13,680,801

1.40

 

 

 

At the end of the Year

 

 

14,502,171

1.47

 

 

 

 

 

 

5

LIFE INSURANCE CORPORATION OF INDIA P & GS FUND

 

 

 

 

 

Beginning of the Year

36,900,339

3.77

 

 

 

At the end of the Year

 

 

12,897,640

1.31

6

GOVERNMENT OF SINGAPORE

 

 

 

 

 

Beginning of the Year

6,279,296

0.64

 

 

 

At the end of the Year

 

 

10,921,057

1.11

 

 

 

 

 

 

7

UTI-MASTERSHARE UNIT SCHEME

 

 

 

 

 

Beginning of the Year

10,706,672

1.09

 

 

 

At the end of the Year

 

 

8,917,512

0.91

 

 

 

 

 

 

8

SBI-ETF NIFTY 50

 

 

 

 

 

Beginning of the Year

8,643,956

0.88

 

 

 

At the end of the Year

 

 

8,881,261

0.90

 

 

 

 

 

 

9

ABU DHABI INVESTMENT AUTHORITY- BEHAVE

 

 

 

 

 

Beginning of the Year

7,396,305

0.75

 

 

 

At the end of the Year

 

 

8,488,545

0.86

 

 

 

 

 

 

10

VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

 

 

 

 

 

Beginning of the Year

6,327,310

0.65

 

 

 

At the end of the Year

 

 

7,740,723

0.79

 

Note: The above information is provided based on the Beneficiary Position received from Depositories and Physical share register. The Week wise change in the holding position of the above shareholders is provided on the company's website at www.techmahindra.com

(v) Shareholding of Directors and Key Managerial Personnel

Sr. No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1

Mr. C. P. Gurnani

 

 

 

 

 

Beginning of the year

8,058,968

0.82

 

 

 

Sale on June 4, 2018

280,000

0.03

7,778,968

 

 

Sale on June 5, 2018

72,649

0.01

7,706,319

 

 

Sale on June 8, 2018

230,000

0.02

7,476,319

 

 

Sale on June 11, 2018

17,351

0.00

7,458,968

 

 

Sale on June 14, 2018

175,000

0.02

7,283,968

 

 

Sale on November 7, 2018 (Off market gift to family member)

600,000

0.06

6,683,968

 

 

Acquisition on February 11, 2019 (ESOP)

248,000

0.03

6,931,968

 

 

At the end of the year

-

-

6,931,968

0.70

 

 

 

 

 

 

2

Mr. Vineet Nayyar*

 

 

 

 

 

Beginning of the year

1,150,000

0.12

1,150,000

 

 

As at July 31, 2018

-

-

1,150,000

0.12

3

Mr. Anand G. Mahindra

 

 

 

 

 

Beginning of the year

188,552

0.02

 

 

 

At the end of the year

-

-

188,552

0.02

 

 

 

 

 

 

4

Mr. Ulhas N.Yargop

 

 

 

 

 

Beginning of the year

243,040

0.02

 

 

 

Sale on August 31, 2018

91,520

0.01

151,520

 

 

At the end of the year

-

-

151,520

0.02

 

 

 

 

 

 

5

Mr. M. Damodaran

 

 

 

 

 

Beginning of the year

100,000

0.01

 

 

 

Sale on May 31, 2018

1,000

0.00

99,000

 

 

Sale on June 1, 2018

9,000

0.00

90,000

 

 

Sale on August 21, 2018

10,000

0.00

80,000

 

 

Sale on August 24, 2018

4,850

0.00

75,150

 

 

At the end of the year

-

-

75150

0.01

 

 

 

 

 

 

6

Mr. Ravindra Kulkarni

 

 

 

 

 

Beginning of the year

64,448

0.01

 

 

 

Sale on September 26, 2018

300

0.00

64,148

 

 

At the end of the year

-

-

64,148

0.01

 

 

 

 

 

 

7

Mr. T. N Manoharan

 

 

 

 

 

Beginning of the year

60,000

0.01

 

 

 

Sale on August 27, 2018

30,000

-0.00

30,000

 

 

At the end of the year

-

-

30,000

0.00

 

 

 

 

 

 

8

Mrs. M Rajyalakshmi Rao

 

 

 

 

 

Beginning of the year

-

-

 

 

 

Acquisition on October 15, 2018 (ESOP)

60,000

0.01

 

 

 

Sale on December 27 , 2018

9,742

-0.00

50,258

 

 

Sale on December 28, 2018

5,258

-0.00

45,000

 

 

Sale on Februarys, 2019

6,000

-0.00

39,000

 

 

Sale on February 11, 2019

3,301

-0.00

35,699

 

 

Sale on February 13, 2019

1,699

-0.00

34,000

 

 

Sale on February 14, 2019

1,000

-0.00

33,000

 

 

Sale on March 22, 2019

1,000

-0.00

32,000

 

 

At the end of the year

-

-

32,000

0.00

 

 

 

 

 

 

 

 

Sr. No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

Key Managerial Personnel:

 

 

 

 

1

Mr. Anil Khatri

 

 

 

 

 

Beginning of the year

4,000

0.00

 

 

 

Sale on June 11, 2018

600

0.00

3,400

 

 

Acquisition on June 11, 2018 (ESOP)

1,900

0.00

5,300

 

 

Sale on June 27, 2018

900

0.00

4,400

 

 

Acquisition on July 13, 2018 (ESOP)

850

0.00

5,250

 

 

Acquisition on July 24, 2018 (ESOP)

550

0.00

5,800

 

 

Sale on August 31, 2018

2,600

0.00

3,200

 

 

Sale on September 24, 2018

200

0.00

3,000

 

 

Acquisition on October 9, 2018 (ESOP)

1,100

0.00

4,100

 

 

Sale on February 2, 2019

2,100

0.00

2,000

 

 

Acquisition on February 20, 2019 (ESOP)

3,000

0.00

5,000

 

 

At the end of the year

-

-

5,000

0.00

 

 

 

 

 

 

2

Mr. Milind Kulkarni**

 

 

 

 

 

Beginning of the year

7,400

0.00

7,400

 

 

As at May 31, 2018

-

-

7,400

0.00

 

 

 

 

 

 

3

Mr. Manoj Bhat***

 

 

 

 

 

Beginning of the year

46,204

0.00

 

 

 

At the end of the year

-

-

46,204

0.00

Note: Mr. Anupam Puri and Mr. V. S. Parthasarathy did not hold any shares in the Company during the financial year 2018-19.

* Mr. Vineet Nayyar retired as Director w.e.f. July 31, 2018.

** Mr. Milind Kulkarni retired as CFO on May 31, 2018.

*** Mr. Manoj Bhat, appointed as CFO w.e.f. June 1, 2018.

V. INDEBTEDNESS

Indebtedness of the Company Including interest outstanding/accrued but not due for payment

(Rs in Million)

Particulars

Secured Loans Excluding Deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

 

 

 

 

i) Principal Amount

2,548

-

-

2,548

ii) Interest accrued but not due

-

-

-

-

iii) Interest accrued and due

32

-

-

32

Total (i+ii+iii)

2,580

-

-

2,580

Changes in indebtedness during the financial year

 

 

 

 

Additions

271

-

-

271

Deletions

(2,724)

-

-

(2,724)

Net change

(2,453)

-

-

(2,453)

Indebtedness at the end of the financial year

 

 

 

 

i) Principal Amount

126

-

-

126

ii) Interest accrued but not due

-

-

-

-

iii) Interest accrued and due

1

-

-

1

Total (i+ii+iii)

127

-

-

127

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager

(Rs in Million)

Sr. No.

Particulars of Remuneration

Name of MD/ WTD/Manager

Mr. C.P. Gurnani (Managing Director & CEO)

1

Gross Salary

 

 

(a) Salary as per provisions contained in section 17(1) of the Income tax Act 1961

27.81

 

(b) Value of perquisite u/s 17(2) of the Income tax Act 1961

1.11

 

(c) Profits in lieu of Salary u/s 17(3) of the Income tax Act 1961

_

2

Stock Option

178.78*

3

Sweat Equity

-

4

Commission As % of profit

15.91

 

Others Specify

-

5

Others, please specify

-

 

Total (A)

223.61

 

Ceiling as per the Act (5% of the Net Profit)

2,610.35

 

Company contribution to PF not added in above information

1.38

(*) Amount indicates perquisite value of ESOP exercised during the year. B. Remuneration to other directors

(Rs in Million)

Sr. No.

Particulars of Remuneration

Name of Directors

Total Amount

Mr. Anupam Puri

Mr. M. Damodaran

Mr. Ravindra Kulkarni

Mrs. M. Rajyalakshmi Rao

Mr. T. N. Manoharan

1

Independent Directors

 

 

 

 

 

 

 

• Fee for attending board committee meetings

N.A

N.A.

N.A.

N.A.

N.A.

 

 

• Commission

8.51

7.26

7.61

6.22

7.82

37.42

 

• Others- (Stock Options)

-

-

-

44.44*

-

44.44

 

Total (1)

8.51

7.26

7.61

50.66

7.82

81.86

 

 

Mr. Anand Mahindra

Mr. Ulhas N. Yargop

Mr. V. S. Parthasarathy

Mr. Vineet Nayyar

 

 

2

Other Non-Executive Directors

 

 

 

 

 

 

 

• Fee for attending board committee meetings

N.A

N.A.

N.A.

N.A.

 

N.A

 

• Commission

N.A

7.95

6.57

13.33

 

27.85

 

• Others - (Stock Options)

N.A

N.A

N.A

N.A

 

-

 

Total (2)

 

7.95

6.57

13.33

 

27.85

 

Total (B)= (1+2)

 

 

 

 

 

109.71

 

Total Managerial Remuneration (A+B)

 

 

 

 

333.32

 

Overall Ceiling as per the Act

6% of the Net Prof it

3,132.42

(*) Amount indicates perquisite value of ESOP exercised during the year.

C. Remuneration to KMP other than MD.WTD/Manager

(Rs in Million)

Sr. No

Particulars of Remuneration

Key Managerial Personnel

Total Amount

Mr. Milind Kulkarni

Mr. Manoj Bhat

Mr. Anil Khatri

(Chief Financial Officer upto 31st May, 2018)

(Chief Financial Officer from 1st June, 2018)

(Company Secretary)

1

Gross Salary

 

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income tax Act 1961

5.22

9.35

3.89

18.46

 

(b) Value of perquisite u/s 17(2) of the Income tax Act 1961

0.04

0.005

-

0.045

 

(c) Profits in lieu of Salary u/s 17(3) of the Income tax Act 1961

-

-

-

-

2

Stock Option*

9.68

-

3.10

12.78

3

Sweat Equity

-

-

-

-

4

Commission As % of profit

.

.

.

.

 

Others Specify

 

 

 

 

5

Others, please specify

-

-

-

-

 

Total (A)

14.94

9.36

6.99

31.29

 

Ceiling as per the Act

-

-

-

-

6

Company contribution to PF not added in above information

0.34

0.25

0.10

0.69

7

Company Contribution to superannuation not added in above information

0.15

0.15

0.09

0.39

(*) Amount indicates perquisite value of ESOP exercised during the year.

VII. PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES:

There are no penalties/punishment/compounding of offences against Tech Mahindra Limited and its Directors and Officers for the year ended March 31, 2019.

 

For and on behalf of the Board

 

 

 

Anand G. Mahindra

Place: Mumbai

Chairman

Date: May 21, 2019

(DIN: 00004695)

ANNEXURE VII

DISCLOSURES AS REQUIRED UNDER SECTION 197(12) OFTHE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE 2014.

1 &2) Ratio of the remuneration of each director to the median remuneration of the employees of the company and the percentage increase in remuneration of Directors & KMPs in the Financial Year:

Sr. No.

Name of the Director/KMP

Designation

Ratio of Remuneration of each Director to Median Remuneration of Employees

Percentage increase in Remuneration during FY 2018-19

1

Mr. Anand G. Mahindra

Chairman

NA

0%

2

Mr. Anupam Puri

Independent Director

20.61

9%

3

Mr. M. Damodaran

Independent Director

17.58

15%

4

Mrs. M. Rajyalakshmi Rao*

Independent Director

122.66

814%

5

Mr. Ravindra Kulkarni#

Independent Director

18.43

(49%)

6

Mr. T. N. Manoharan#

Independent Director

18.93

(49%)

7

Mr. Ulhas N. Yargop

Non Executive Director

19.25

11%

8

Mr. V. S. Parthasarathy

Non Executive Director

15.91

12%

9

Mr. Vineet Nayyar

Vice Chairman (upto 31st July, 2018)

32.28

(97%)

10

Mr. C.P. Gurnani#

Managing Director & Chief Executive Officer

541.43

(85%)

11

Mr. Milind Kulkarni

Chief Financial Officer (upto 31st May, 2018)

17%

12

Mr. Manoj Bhat

Chief Financial Officer (from 1st June, 2018)

NA

13

Mr. Anil Khatri

Company Secretary & Compliance Officer

78%

* Due to inclusion of perquisite value of Stock Options granted in November 2013, exercised during the current financial year.

# The previous year remuneration included perquisite value of the accumulated stock options .

NOTE: The ratio and the percentage would be as under, if the perquisite value on stock options exercised during the year by those Directors& KMPs is excluded from the remuneration.

Sr. No.

Name of the Director/KMP

Designation

Ratio of Remuneration of each Director to Median Remuneration of Employees

Percentage increase in Remuneration during FY 2018-19

1

Mrs. M. Rajyalakshmi Rao

Independent Director

15.06

12%

2

Mr. C. P. Gurnani

Managing Director & Chief Executive Officer

108.55

16%

3

Mr. Anil Khatri

Company Secretary & Compliance Officer

18%

 

3)

The median remuneration of employees of the company during the financial year was:

Rs 0.413 Million

4)

Percentage increase in the median remuneration of employees in the financial year :

(11%)

5)

Number of permanent employees on the rolls of company as at March 31, 2019 :

87,080

6)

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

An increase of 2.20% was given to the employees during the year under review. There was a decrease of 83% in the remuneration of Managerial Personnel and the decrease was mainly on account of exercise of accumulated stock options granted in earlier years.

7)

The key parameters for any variable component of remuneration availed by the Directors

Executive Directors - Nomination and Remuneration Committee determines the variable compensation annually based on their individual and organisation performance.

Non-Executive Directors - Parameters such as responsibilities undertaken. Membership or Chairmanship of the Committees, time spent in carrying out of duties etc.

8)

Affirmation that the remuneration is as per the remuneration policy of the company:

Yes

 

 

 

ANNEXURE VIII

FORM NO. AOC-2 (PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES, 2014) FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARMS LENGTH TRANSACTIONS UNDER FOURTH PROVISO THERETO

1

Details of contracts or agreements or transactions not at arm's length basis:

Sr. No.

Name(s) of the related party

Nature of Transaction

Duration of the Transactions

Salient Features of the Transactions

Transactions Value

Justification for transaction

Date(s) of approval by the Board

Amount paid as advance

Date of special resolution

1

NIL

N.A.

 

 

 

 

2

Details of material contracts or agreements or transactions at arm's length basis:

Sr. No.

Name(s) of the related party

Nature of Relationship

Nature of Transaction

Duration of the Transactions

Transactions Value (INR Million)

% to consol revenue

Date(s) of approval by the Board, if any

Amount paid as advance

1

Tech Mahindra (Americas), Inc.

Subsidiary

Revenue

April 2018-March 2019

11,512

3%

Since these RPTs are in the ordinary course of business and are at the arm's length basis, approval of the Board is not applicable. However, these are reported to the Audit Committee /Board at their querterly meetings.

N.A.

Sub-contractiong Expenses

67,091

19%

Reimbursement of Expenses (Net)- Paid/ (Receipt)

(376)

0%

Dividend Income

-

0%

 

 

For and on behalf of the Board

Place: Mumbai

Anand G. Mahindra

Date: May 21, 2019

Chairman

 

(DIN: 00004695)

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER COMPANIES (ACCOUNTS) RULES, 2014

A) CONSERVATION OF ENERGY

Tech Mahindra uses electrical energy for their equipment such as air conditioners, computer terminals, lights and other utilities at work places. As an on-going process, we continued to undertake the following measures to conserve energy and environment:

1. Energy emission intensity reduced by 19% per associate per annum in 2018-19 when compared to last year through effective operational controls, renewable energy sourcing and close monitoring of utilization.

2. Generated and purchased Solar power of more than 23,729,084 kWh (including savings from Solar Water heaters) that led to the reduction of more than 19457 MTCO2 GHG emissions.

3. Commitment towards low emission technology and plans to achieve SBT targets resulted in the increase of Renewable energy from 2.8% to 15.2%.

4. Installation of 28000+ LEDs, 6100+ occupancy sensors and efficient VRV and HVAC equipment at various locations to conserve energy and reduce GHG emissions.

5. Conducted Energy simulation and use of automatic sensors integrated with lighting and aircon units.

6. Teleconferencing and Video Conferencing Systems installed to enable virtual meetings and reduce Business travel.

7. Conservation of energy through data centre consolidation, server virtualization and use of modular energy efficient equipment for data Centre designs. Natural and adiabatic cooling methods used to increase Energy efficiency.

B) TECHNOLOGY ABSORPTION

(i) & (ii) The efforts made by your Company towards technology absorption and the benefits in different segments are given below:

Towards accelerating the Digital Transformation programs for our customers, our company has mapped the full spectrum of technologies that enable Digital transformation and built best-in-class competencies to help our clients become future-ready and future-proof digital enterprises. Accordingly, we have aligned our go-to-market offerings against six business led themes as below, that addresses every enterprise functions to Run-better, Change-faster and Grow-greater (RCG)

Strategy &Design: Guide organizations through uncertainties of the digital age by defining the right digital strategy aligned with core business strategy. Design right experiences for internal and external stakeholders.

ANNEXURE IX

Digital Customer: Redefine connected experience across the customer lifecycle with an interplay of digital strategy across sales, service and marketing, enabled by process orchestration and powered by user experience.

Intelligent Operations: Realign end-to-end business operations to deliver desired customer experiences through integrated, connected, and intelligent ecosystems.

Future Enterprise & Innovation: Envision a disruptive future by leveraging emerging technologies to exploit open opportunities, incubate disruptive business models and deliver experiences to tomorrow's customers.

Digital Insights: Foster data-driven decision making by harnessing the power of data, analytics and cognitive technologies to derive actionable and impactful insights.

Digital Foundation: Lay a robust, secure, and future-proof foundation for your digital enterprise by adopting cutting-edge technology frameworks and software delivery methodologies.

To further strengthen these business led themes, we continue to invest into those evolving technology competencies like Block chain, 5G, AI/Automation,Cyber Security, New age Delivery and our flag-ship Innovation powerhouse called Makers Labs.

BLOCKCHAIN

We have architected and implemented a comprehensive strategy to position ourselves as the world's leading Blockchain company. As part of this strategy, we have identified and is working on a holistic framework called 'Block Ecosystem' that consists of various levers; Block Studio, Block Engage, Block Talks, Block Geeks, Block Accelerate, Block Access & Block Value, which create industry leading applications that are architected on innovation and human excellence to unlock significant value for all stakeholders. These strategy levers have not only enabled us to promote Blockchain adoption by clients but also successfully deploy several cutting-edge solutions across our client's businesses during the last 12 months.

In response to TRAI guidelines, mandating Telcos to adopt Blockchain technology to combat Unsolicited Commercial Calls (UCC), we have successfully deployed a cutting-edge solution for one of the leading Telcos in India to protect their 300 Mn+ mobile subscribers. This is the largest commercial deployment in the world till date.

5G Considering the fact that 5G networks will be powered more by software, than hardware, we have invested in Altiostar earlier and further acquired K-vision, a Japan-based network solutions firm to help CSPs transition from 4G to 5G. Additionally, we acquired the assets of 'Nuovo Solutions' (a leading video integration & engineering provider) and Dynacommerce (end-to-end omni-channel solutions provider simplifying digital transformation for enterprises). These will accelerate the 5G enablement across Enterprises.5G labs instituted globally to promote co-innovation with our customers and industry bodies. We continue to expand our partner eco-system around 5G and the focus on open-source technologies. To combat with several challenges brought in by 5G, we recently launched 'netOps.ai' to accelerate 5G Adoption for Communication Service Providers. It is a Network Automation and Managed Services Framework, geared to accelerate 5G Network adoption by automating all the key network life cycle stages.

AI& AUTOMATION

Artificial Intelligence is enabling every industry with insights and knowledge centric automation and transformation. We continue to adopt and invest into our Intelligent Automation Platform AQT, which integrates best of the breed Partner products/solutions and in-house platforms. Co-creation and open-source continue to be the focus. Towards this, we released our AI/ML Platform GAiA, which provides an accelerated and industrialised approach to adoption of Machine Learning in Enterprises. We have instituted several re-skilling programs like BOTIFY and AQT Proficiency Framework that provides a structured reskilling plan for our associates and we have 2300+ Certified associates in the AI/Automation technologies.

NEW AGE DELIVERY

Catering to the needs of the new age, ever-demanding customer is one of the biggest challenges for technology service providers, and constantly, the question of how to fill these gaps to deliver a new age experience arises. Our Al-based #NewAgeDELIVERY engine enables customers to envision a new paradigm of technology solution delivery. This paradigm utilizes reusable data asset lakes to avoid work duplication, delivers value at scale, and uses the time saved towards innovation. #NewAgeDELIVERY gamifies productivity and provides plug & play cloud services. This new age of tech delivery allows for continuous innovation, path-breaking solutions and enables an IP multiplier to the entire ecosystem, including customers, associates, partners and academia. The engine has been built on 6 key platforms seamlessly collaborating together to generate innovative, lightning fast delivery. With #NewAgeDELIVERY, Tech Mahindra has embarked on a journey to revolutionize the way technology solutions are envisioned, developed and delivered. The engine is live with more than 60 capability & upskilling partners on boarded, close to 200 reusable portfolios available and 60+ programmes already using the engine to deliver.

MAKERS LABs

Makers Labsare our R&D centres focused on applied Innovation, in collaboration with our customers, partners, start-ups, academia and associates. During this year, we expanded these labs globally and added locations like Dallas, London, Munich and Tokyo in collaboration with customers and academia, which takes them to a total of 8 such Makers labs. Technology focus areas in these labs include Al, Machines Learning, Mixed Reality, Blockchain, Quantum Computing and so on and work on use-cases those are relevant to solve enterprise problems. One of our recent achievements include Quintessence Labs, Makers Lab and BT developing an End-to-End Video Messaging Solution Secured by Quantum Key Distribution (QKD) In our endeavour to embed the academia in our efforts. Maker's lab collaborated and signed MOUs with Symbiosis Institute of technology, Pune, Royal Melbourne Institute of Technology, Melbourne, Australia to name a few.

CYBER SECURITY

While enterprises are embracing Digital transformations and public clouds towards bringing increased mobility and flexibility, cyber-attacks are on the rise endangering the enterprises and mission critical infrastructure. In an effort to scale our capabilities, we have partnered with Israeli Aerospace Industries (IAI), Silicon Valley incubated start-ups and Tier 1 OEMs to build platforms and offerings as Managed Servicesto enterprises by safeguarding capital expenditures. We have built multiple Platforms-as-a-Service to address Data Privacy and Protection acts of various countries. Industry 4.0 for Operational technology. Advanced Threat Management by building intelligent SOC (iSOC) for enterprises, 4G/5G and loT Mobile threat management as a Service, Cloud security as a Service and Digital identities as a Service. We are leveraging the power of AI/ML, Deep Learning and Big Data in our portfolio of offerings. In partnership with IIT Kanpur and IAI, we have established a Centre of Excellence (CoE) for advanced Cyber Security learning and training for our enterprises. Enterprise Security and Risk Management (ESRM) practice has 1200+ certified and trained professionals deployed across the globe. In collaboration with various Engineering colleges, we are enabling a large pool of Cyber Security ready professionals to augment the growing need of the industry.

(iii) The expenditure incurred on research and development-Rs 311 Million

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Foreign Exchange Earnings

254,958

2. Foreign Exchange Outgo

150,218

 

 

For and on behalf of the Board

 

 

 

Anand G. Mahindra

Place: Mumbai

Chairman

Date: May 21, 2019

(DIN: 00004695)

(Rs in Million)

ANNEXURE X

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2018-19

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Tech Mahindra Limited (TML) is a leading provider of solutions and services in the Information, Communications & Technology industry. The CSR vision of TML is Empowerment through Education. All social investments of the company are accordingly aligned to the attainment of this overall vision.

TML has established Tech Mahindra Foundation (TMF) in 2007 and Mahindra Educational Institutions (MEI) in 2013 under Section 25 of Companies Act, 1956 (referred to as a section 8 Company in Companies Act, 2013) of dedicated professionals to carry out its CSR activities. TMF has been focusing on implementation projects related to education and employability while MEI implements higher education projects. A brief profile of the projects undertaken by TMF and MEI are given below.

SMART

Skills-for-Market Training Centres

SMART+

SMART Centres for youth with disability

SMART-T

SMART Centres with Technical trades

SMART Academy

Sector specific 'state of art' training institutes

Public Health: The Foundation has supported a project called 'Last Mile Connect' as part of which a Public Cycle intervention in Delhi is supported on an end-to-end basis. In addition, the Foundation has also supported the infrastructure development of a Nursing College at Banasthali University in Rajasthan and another project in which affordable Dialysis care is being provided to patients. Finally, the Foundation has supported the cause of people with disabilities by contributing to one of the foremost prosthetic limb manufacturing organisations in India.__________________________________________

Mahindra Educational Institutions: Established institutions of higher education, promoted research and development and collaborated with other renowned institutions to contribute towards the goal of high quality technical education systems in India.__________________________________________________

Technical Education: MEI has established a premier Engineering Institute viz., Mahindra Ecole College (MEC) in collaboration with Ecole, France. The MEC project provided high quality technical education in engineering and computer technology for the students.

MEC is an international quality technology school with assured career progression for engineering aspirants. It focuses on multi-disciplinary knowledge, personality development, and critical-creative thinking. MEC College of Engineering, heralds the Rise of the New Engineer in India._______________

A copy of Tech Mahindra's CSR Vision and Policy Document is available online at: https://www.techmahindra.com/sites/ResourceCenter/Brochures/Society/CSR_Policy.pdf

Projects

Description

 

ARISE

All Round Improvement in Special Education

ARISE+

ARISE for children with disabilities

Shikshaantar

Training/Capacity building of Primary School Teachers

 

Tech Mahindra Foundation: Promotes quality Education and Employability for vulnerable sections of society through vibrant and innovative partnerships with the government, NGO's, CBO's and other organisations across eleven major cities of India.

School Education: Projects are aimed to improve the quality of school education, teacher training through infrastructure improvement, capacity building of all stakeholders and supplementary education.

 

Employability: Projects support the Government of India's larger vision of skill development of youth through developing their market-oriented skills and linking them to potential employers. These projects seeks to benefit school drop-outs, people with disabilities and those unable to go into higher education, with specific focus on women and people with disabilities.

The Projects strive to address to gap between the skilling sector and the industry requirement by bringing in renowned industry from the service, technical and manufacturing sector as knowledge partners.

A placement rate of 75% is achieved annually.

2. Composition of the CSR Committee.

The Corporate Social Responsibility (CSR) Committee of the Company is composed of the following:

Mr. C. P. Gurnani, Chairman

Mrs. M. Rajyalakshmi Rao, Member

Mr. Ulhas N. Yargop, Member

3. Average net profit of the company for the last three financial years. FY 2015-16:Rs 3,876.3 Crores

FY 2016-17:Rs 3,878.7 Crores FY 2017-18:Rs 4,906.5 Crores The average net profit before tax : Rs 4,220.50 Crores

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above). Rs 84.41 Crores (i.e. 2% of Rs 4,220.50 Crores)

(Two per cent of the average profit before tax of the immediately preceding three years)

5. Details of CSR spent during the financial year

(a) Total amount to be spent for the financial year 2018-19: Rs 84.41 Crores

(b) Amount unspent, if any: Nil

(c) Manner in which the amount was spent during the financial year is detailed below:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

#

CSR Project or activity identified

Sector in which the project is covered

Projects or programs: (1) Local area or other

(2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs-wise

Amount spent on the projects or programs

Sub-heads:

(1) Direct expenditure on projects or programs

(2) Overheads

Cumulative expenditure up to the reporting period

Amount spent

Direct or through implementing agency

 

 

 

Programme

Budget (INRCr)

Spent (Unspent)

Spent (Unspent) (INR Cr)

 

1

Employability

Schedule VII, Item

- SMART

19.14

17.48(1.66)

 

100% amount spent through implementing agencies, except for below projects: (a) SMART Academy (Location: - Delhi, Chandigarh, Vizag, Mumbai)

2 (promoting education,

- SMART+

2.97

2.55 (0.42)

 

including special education and employment

- SMART T

5.85

5.28 (0.57)

 

- SMART Academy

10.95

9.70(1.25)

 

enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects)

(2) Delhi, Chandigarh Telangana, Andhra, Karnataka, Tamilnadu, West Bengal, Odisha, Maharashtra

38.91 (total)

 

35.01

- Programme

5.36

6.23

6.23

Administration (like Communication, Volunteering, Training, Consultancy etc)

44.27 (grand total)

 

41.24(3.03)

 

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

#

CSR Project or activity identified

Sector in which the project is covered

Projects or programs: (1) Local area or other

(2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs-wise

Amount spent on the projects or programs

Sub-heads:

(1) Direct expenditure on projects or programs

(2) Overheads

Cumulative expenditure up to the reporting period

Amount spent

Direct or through implementing agency

 

 

 

Programme

Budget (INR Cr)

Spent (Unspent)

Spent (Unspent) (INR Cr)

 

2

School Education

Same as (1)

-ARISE

6.07

5.69 (0.38)

 

100% amount spent through implementing agencies, except for two projects:

(a) Thane Municipal Corpn Special Project (Eng Trng)-Shikshaantar (b) In-Service Teacher Education Institute-Shikshaantar (C) Mobile Science Lab

-ARISE+

3.60

3.43(0.17)

 

- Shikshaantar

6.43

5.95 (0.48)

 

- Mobile Science Lab

0.65

0.52(0.13)

 

(2) Delhi, Telangana, Andhra, Karnataka, Tamilnadu, West Bengal, Odisha, Maharashtra

16.75 (total)

 

15.59

- Programme Administration (like Communication, Volunteering, Training, Consultancy etc.)

2.72

3.01

3.01

19.47 (grand total)

Project/ programme expenses only.

No overheads.

18.60 (0.87)

3

Technical Education

Same as (1)

- Mahindra Ecole Centrale (MEC)

21.00

24.77 (0.00)

24.77 (0.00)

100% amount spent directly on programmes

Project/ programme expenses only. No overheads.

4

Health

Same as (1)

- Health

3.80

3.80 (0.0)

3.80 (0.0)

100% amount spent through implementing agencies,

- Cycle Project

0.79

0.74 (0.0)

0.74 (0.05)

- Nursing School

1.00

1.00 (0.0)

1.00 (0.0)

 

5.59 (grand total)

 

5.54(0.05)

5

Education

Same as (1)

K.C. Mahindra Education Trust

0.20

0.21 (NA)

0.21 (NA)

100% amount spent through K.C. Mahindra Education Trust

 

(INR Cr)

Spent (Unspent)

Spent (Unspent)

 

Three activities, through nine programmes, across 10 cities, delivered by three agencies -Tech Mahindra Foundation (TMF), Mahindra Educational Institutions (MEI) and K.C. Mahindra Education Trust.

69.53 (TMF)

65.38(4.15)

65.38(4.15)

 

21.00 (MEI)

24.77 (0.00)

24.77 (0.00)

 

 

0.21 (NA)

0.21 (NA)

 

90.53 (total)

90.36

90.36

 

Note:

(1) The prescribed CSR expenditure at 2% of past three years average profit of Tech Mahindra for the financial year 2018-19 was Rs 84.41 Crores (i.e. 2% of Rs 4,220.50 Crores) including profits of foreign branches.

(2) Tech Mahindra spent Rs 90.36 Crores over the financial year, through three agencies-Tech Mahindra Foundation (TMF), Mahindra Educational Institutions (MEI) and K. C. Mahindra Education Trust-A/c Nanhi Kali.

(3) Against the mandated spend of Rs 84.41 Crores, Tech Mahindra spent Rs 90.36 Crores which is more than the prescribed 2%.

6. In case, the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in the Board report.

Not Applicable.

7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

For Tech Mahindra Limited, Corporate Social Responsibility means responsible business practices through the involvement of all stakeholders in the decision making process and in operations. It entails having business policies that are ethical, equitable, environmentally conscious, gender sensitive, and sensitive towards the differently abled.

We have adequate systems and tools in place that go beyond regulatory requirement. In collaboration with our community, we analyze the potential impacts of our operations before setting up any new project and during any expansion of existing projects, so as to address the concerns of the community. At the end of a project, the implementing partner submits a report pertaining to the impact of the program, specifically highlighting the project milestones achieved and the quantitative and qualitative benefits generated. The project is also evaluated on milestones achieved by the CSR Committee formulated by TML. Independent Third Party Assessments are also conducted for major CSR initiatives of TML at regular intervals.

The CSR committee certifies that the implementation and monitoring of projects and programmes as per CSR Policy are in compliance with CSR objectives and policy of the company.

Mr. C. P. Gurnani

Mr. C. P. Gurnani

Managing Director & CEO

Chairman - CSR Committee

 

 

 

For and on behalf of the Board

 

Anand G. Mahindra

Place: Mumbai

Chairman

Date: May 21, 2019

(DIN: 00004695)

 

Director’s Report