Tech Mahindra Ltd.

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)