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)

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.

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

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)

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

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

ANNEXURE III

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

1. Subsidiaries formed/acquired:

2. Subsidiaries ceased:

3. Joint Ventures/Associate Companies:

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.

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.