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Tech Mahindra Ltd.

BSE: 532755 Sector: IT
NSE: TECHM ISIN Code: INE669C01036
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VOLUME 175573
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P/E 16.62
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OPEN 714.00
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VOLUME 175573
52-Week high 780.05
52-Week low 463.00
P/E 16.62
Mkt Cap.(Rs cr) 67,782
Buy Price 0.00
Buy Qty 0.00
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Tech Mahindra Ltd. (TECHM) - Director Report

Company director report

Your Directors present their Thirty First Annual Report together with the auditedaccounts of your Company for the year ended March 31 2018.

FINANCIAL RESULTS (STANDALONE)

(Rs in Million)
For the year ended March 31 2018 2017
Income 253919 240583
Profit before Interest Depreciation and tax 56335 45647
Interest (708) (638)
Depreciation (6562) (6222)
Profit Before Tax 49065 38787
Provision for taxation (9072) (8314)
Profit after tax 39993 30473
Other Comprehensive Income 128 (1)
Balance brought forward from previous year 120789 106118
Profit available for appropriation 160910 136590
Final Dividend Including tax (10361)1 (13787)2
Transfer from Share Option Outstanding Account 51 28
Transfer from General Reserve - -
Transferred on merger of US branch with US subsidiary - (2042)
Transferred to Special Economic Zone re-investment reserve (42) -
Balance carried forward 150558 120789

1 Dividend for the financial year ended March 31 2017

2 Dividend for the financial year ended March 31 2016

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 14/- per Equity Share (280%)payable to those Shareholders whose names appear in the Register of Members as on the BookClosure Date.

Your Company has formulated a Dividend Policy and disclosed it on the website of theCompany https://www.techmahindra.com/sites/ResourceCenter/brochures/investors/corporategovernence/Dividend-Policy.pdf

SHARE CAPITAL

During the year under review your Company allotted 5637728 equity shares on theexercise of stock options under various Employee Stock Option Plans. Consequently theissued subscribed and paid-up equity share capital has increased from Rs 4870.48 Milliondivided into 974096080 equity shares of

Rs 5/- each to Rs 4898.67 Million divided into 979733808 equity shares of Rs 5/-each.

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

Your Company represents the connected world offering innovative and customer-centricinformation technology experiences enabling Enterprises

Associates and the Society to Rise™. The Company has presence across 90 countriesand helps over 900 global customers including Fortune 500 companies. The Company'sconvergent digital design experiences innovation platforms and reusable assets connectacross a number of technologies to deliver tangible business value and experiences to thestakeholders. In the fiscal year 2017-18 the Company's consolidated revenues increased toRs 307729 Million from Rs 291408 Million in the previous year a growth of 5.6%. Thegeographic split of revenue is well balanced across regions with 46% share from theAmericas 30% share from Europe and 24% from the Rest of the World.

The Consolidated Profit Before Interest Depreciation and Tax (EBITDA) was at Rs 47096Million against Rs 41844 Million in the previous year.

The Consolidated Profit after Tax (PAT) amounted to Rs 37998 million as against Rs28129 million in the previous year.

In the emerging areas of Big Data Mobility Networks Cloud Security Platforms andEngineering Services the Company is well placed with its breadth of Service offerings andhas a diversified customer base. Tech Mahindra also has intellectual property in various

Products & Services and Platforms and is committed towards building a synergisticrelationship with its partners to deliver a complete and customized end-to-end solutionsto its customers.

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

ACQUISITIONS

CJS Solutions Group LLC (HCI) USA:

The Company on May 4 2017 through its wholly owned subsidiary Tech Mahindra(Americas) Inc. acquired 84.7% stake in CJS Solutions Group LLC (doing business as HCI)for an initial consideration of Rs 5742 Million (USD 89.5 Million). Further thesubsidiary of the Company acquired a call and a written put option on the 15.3%Non-Controlling Interest to be exercised over a three year period ending December 312019. The HCI Group works with some of the world's most prestigious Tier-I healthcareservice providers primarily in the US and UK focusing on providing end-to-endimplementation of Electronic Health Record (EHR) and Electronic Medical Record (EMR)software training and support services. This will help scale up Healthcare revenue asprovider sub vertical is a key element of Healthcare and Life Sciences (HLS) strategy. TheCompany offers innovative and end-to-end integrated solutions for healthcare providers.Its solutions enhances the efficiency of physicians hospitals ancillary facilitiesclinics governmental health bodies and public health organizations.

Increase in stake in Comviva Technologies Limited:

The Company in accordance with the shareholders agreement acquired an additional32.07% stake in Comviva Technologies Limited from Bharati Group and Westbridge Ventures IIInvestment holdings for a total consideration of Rs 3618 Million. The Company alsoacquired 0.68% from some shareholders for a total consideration of Rs 70 Million. As aresult of this the Company now holds 99.85% stake in Comviva Technologies. Comviva isamongst the leaders in mobility solutions. Its expansive suite of productized solutions isdeployed with over 130 service providers and banks in over 90 countries across AsiaAfrica Middle East Latin America and Europe and powers services to over two billionmobile subscribers.

Altiostar Inc:

The Company through its wholly owned subsidiary Tech Mahindra (Americas) Inc. hasinvested an amount of US$ 15 Million in return for a 22.5% shareholding in Altiostar.Altiostar is the mobile broadband industry's first provider of vRAN (virtualized RadioAccess Networks) solution for LTE technology.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review the Board of Directors of the Company at their meetingheld on November 1 2017 approved a proposal to amalgamate Sofgen India Private Limited astep-down subsidiary with the Company in accordance with the provisions of Companies Act2013. The Company and Sofgen India Private Limited have filed the Company Scheme Petitionsbefore the Hon'ble National Company Law Tribunals at Mumbai and Chennai respectively andare pending for approval. The performance and financial position of the subsidiariesassociate companies and joint venture companies included in the consolidated financialstatement is provided in accordance with the provisions of Section 129 read with Rule 5 ofthe Companies (Accounts) Rules 2014 containing the salient features of the financialstatement of Company's subsidiaries/joint ventures or associate companies in Form AOC– 1 in "Annexure I" to this report.

Pursuant to Rule 8(5) (iv) of the Companies (Accounts) Rules 2014 the names of thecompanies which have become or ceased to be the subsidiaries joint ventures or associatecompanies during the year are provided in "Annexure II" to this report.

The policy for determining Material Subsidiaries formulated by the Board of Directorsis disclosed on the Company's website and is accessible on https://www.techmahindra.com/sites/ResourceCenter/brochures/investors/corporategovernance/policy-For- determining-Material-Subsidiaries.pdf

HUMAN RESOURCES

During 2017-18 your Company focused on unlocking experiences for a connected futureand deliver an enterprise of Future. Along with establishing as DT (DigitalTransformation) provider your Company has also taken a step towards being a socialenterprise. Your Company's mission is to attain growth while respecting and supporting thestakeholder network. The Company aims to be the organization that will shoulder theresponsibility of being a good citizen inspire associates and be role model for peers.With the intent of future proofing the associates and preparing them for future yourCompany has embarked on journey of FUTURise that ensures continuous learning unlearningre-learning and contribution to innovation for our customers. Increasing number ofenterprises are embracing new technologies like Digital Automation Cloud AugmentedReality to provide enhanced user experience the need to transform skillset of ITworkforce is prominent than ever. Your Company is investing heavily in re-skilling andup-skilling its associates to enable them to RISE™ to future challenges andopportunities and achieve customer delight.

Building Future ready workforce and Continuous Learning Organization

Your Company has launched ‘DEXT' – a cloud based new age learning platform tofacilitate an Integrated Social Personalized and Device Agnostic Learning experience forits associates and building a continuous learning organization. Further your Company haspartnered with some of the best in industry players like edX Pluralsight SumTotal andnew age AI based learning platforms to provide world-class learning experience to itsassociates and accelerate their learning.

The ‘Role Based Academy' provides a structured holistic approach to building rolebased competencies for critical and new age roles in the organization and provide careerpath to the associates. Your Company has trained and certified 80000+ associates indigital technologies 20000+ associates in automation and trained 50000+ associates inemerging and digital technologies. This focus has positioned your Company to serviceleading global Enterprises in their transformation journey and enhance growth andprofitability. Emphasizing on the new age learning methods and platforms your Company haslaunched the Reverse Mentoring program where Gen Y/Z grooms Leadership on new agepractices and tools. Your organization has taken steps in the direction of building aworkplace of future by building UVO a chat bot that is always available for instant queryresolution handle transactions and acts as your virtual office assistant.

Skill building through job adjacency in the form of eXtra Mile platform allows theassociates to opt for small assignments posted pan organization and utilize their skillsfor the benefit of the assigned project. Career counselling platform provides guidance byexperienced leaders when lacking direction or clarity. In order to keep the associatesaligned to the digital mission of the organization – Mission 2020 your Company hasbeen continuously hosting conclaves like Mission Innovation and TechM NXT that allowsTechMighties to express their views about the big bets and trends of the world connectwith internal and external stakeholders co-create new age ventures and also celebrate therealization of ideation. Iris Appify helped spark the entrepreneurial spirit amongassociates of the Company. In order to reach out to the multicultural and diverseworkforce your Company has embarked on the journey of Gamification and launched CareerTurbo for career exploration and Rise with Dice to help ingrain the culture.

Rewarding and Recognizing

Your Company believes that timely appreciation remains key to creating a happyorganisation and recognized over 45000 TechMighties through multiple channels. In linewith the digitization focus the entire Reward and Recognition process is digital andassociates share their rewards and pride on their respective social networks.

Strive Sustain and Safety

Your Company took various steps to ensure the safety and work-life balance ofassociates working at Tech Mahindra. The Associate Welfare Trust established for theassociates by the associates helped associates and their family members in their medicalexigencies. Company's Mantra of "Wellness before Business" is reflected in themedical camps wellness programs work from home facility and numerous other facilitiesacross all the large campuses. Your Company has established a robust Emergency contactprocess with toll free numbers across India US UK and Australia and conductedself-defence training sessions across many locations.

During the year under review Tech Mahindra's people practices policies and programshave been awarded in various external forums representing members from not just theInformation Technology industry but the entire spectrum of the corporate world. Some ofthe awards/accomplishments during FY 2017-18 are -

• Society for Human Resource Management – HR Excellence 2017 in Learning andDevelopment (runner up) and Employer with Best Health and Wellness initiatives.

• Business World HR Award in HR Technology 2017

• Featured in AVTAR - 100 Best Companies of 2017 Working Mother and AVTAR BestCompanies for Women in India.

• Featured in HR Asia Best Companies To Work For In Asia 2017 – Malaysia

• Excellence in Workplace Diversity Award at Mercer NDTV Employer ExcellenceAwards 2017.

These awards and recognitions have positioned Tech Mahindra as an organization thatputs people first delivers future focused excellence in the field of People Managementand recognizes the importance of human capital as a key driver of business growth.

QUALITY

Your Company continues its focus on quality and strives to exceed customer expectationsat all times. It is certified under various standards to meet client demands and enhancevalue delivery - Successfully assessed for ISO 9001:2015 ISO 20000:2011 ISO 27001:2013 TL9000 R 5.5 ISO 13485 AS9100 (Standard for Aerospace domain – scope ofcertification limited to the aerospace business within Tech Mahindra). In addition tothese your Company also maintains its commitment to health safety and environment bycontinually improving its processes in accordance with ISO 14001 and OHSAS 18001standards. Your Company is also certified on ISO 22301:2012 (Societal Security) and has acomprehensive Business Continuity and Disaster Recovery framework to prevent potentialbusiness disruptions in the event of any disaster. It has processes that will help resumeservices to customers' acceptable service levels. Automated Service Desk with SLAs forenabling business and Vulnerability Assessment and Penetration Testing Lab for securedcorporate network operations are highlights showcasing information security posture of theOrganization. Tech Mahindra (IT Division) has been assessed for implementation of highmaturity business excellence practices' at Mahindra Group (Services Sector). It has beenassessed at TMW Maturity Stage 5 (on scale of 1-10 stages) of Mahindra Business ExcellenceFramework – The Mahindra Way. These certifications are testimony of the robustness ofbusiness processes and at large the quality culture imbibed in the organization. YourCompany has also strengthened Process/Practice and Tools Industrialization of variousEngineering activities for Development Testing and Managed service portfolio to achievestandardization better efficiency and best practices being implemented across thebusinesses.

Your Company has continued to strengthen the process for transforming Quality Assuranceprocesses to New Age Delivery processes with focus to achieve better customer experienceand faster quality delivery; these are measured and monitored through various indices.

One such initiative is "Execution Excellence Index" focusing on achievinghigh project maturity improved tools usage and standardization knowledge management andperformance on key business metrics in order to strengthen further the BusinessExcellence in what we deliver to the customers thereby achieve better Customersatisfaction. Your Company is putting all the initiatives in place in order to ensure theCompany delivers as stated in Quality Policy.

DIRECTORS

During the year under review all Independent Directors have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations And Disclosure Requirements) Regulations 2015.

Pursuant to the provisions of Section 152(6)(c) of the Companies Act 2013 Mr. VineetNayyar Director (DIN: 00018243) is liable to retire by rotation and does not offerhimself for reappointment. The Board has decided not to fill the vacancy caused byretirement of Mr. Vineet Nayyar.

Mr. Vineet Nayyar served on your Board since January 17 2005. He served asManaging Director

& CEO till August 10 2012. Mr. Vineet Nayyar was appointed as Executive ViceChairman with effect from August 10 2012 till August 10 2015. Thereafter he continuedas Vice Chairman.

Mr. Vineet Nayyar is one of the strongest pillars in the Tech Mahindra success story.The Board places on record its sincere appreciation for the valuable advice and guidanceof Mr. Vineet Nayyar during his tenure as a Director on the Board.

Training & Familiarisation Programme

The Company has laid down a policy on training for Independent Directors as part of thegovernance policies. The Board Members are regularly updated on changes in Corporate andallied laws Taxation laws & matters thereto. MD & CEO along with SeniorLeadership conducts an exclusive quarterly session for the Board Members sharing updatesabout the Company's business strategy operations and the key trends in the IT industryrelevant for the Company. These updates help the Board Members to keep themselves abreastwith the key changes and their impact on the Company. The details of programmes forfamiliarisation of the Independent Directors with the Company are available on theCompany's website and can be accessed at the weblink; https://www.techmahindra.com/sites/ResourceCenter/brochures/investors/corporategovernence/Familiarization-Programme-to-Independent-Directors.pdf

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 19 read withSchedule II Part D of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has devised a policyon evaluation of performance of Board of Directors Committees and Individual directors.Accordingly the Chairman of the Nomination and Remuneration Committee obtained from allthe board members duly filled in evaluation templates for evaluation of the Board as awhole evaluation of the Committees and peer evaluation. The summary of the evaluationreports was presented to the respective Committees and the Board for their consideration.

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 SeniorManagement ii. Policy on remuneration to the Directors Key Managerial Personnel andSenior Management and other Employees The extract of these two policies are provided in

"Annexure III".

SUCCESSION PLAN

In accordance with the principles of transparency and consistency your Company hasadopted governance policies for Board of Directors KMP & Senior Managementappointments remuneration & evaluation. These governance policies inter alia outlineSuccession Planning for the Board Key Managerial Personnel and Senior Management.

Key Managerial Personnel (KMPs)

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. C. P. GurnaniManaging Director & Chief Executive Officer Mr. Milind Kulkarni Chief FinancialOfficer and Mr. Anil Khatri Company Secretary & Compliance Officer were the KeyManagerial Personnel of the Company during the year.

Mr. Milind Kulkarni is superannuating on May 31 2018 as Chief Financial Officer of theCompany. Mr. Manoj Bhat is appointed as Chief Financial Officer of the Companyw.e.f. June 1 2018.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors based on therepresentation(s) received from the Operating Management and after due enquiry confirmthat: i. in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;ii. they have selected such accounting polices and these have been applied consistentlyand reasonable and prudent judgments and estimates have been made so as to give a trueand fair view of the state of affairs of the Company as at March 31 2018 and of theprofit of the Company for the year ended on that date; iii. proper and sufficient care hadbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv. the annual accounts have beenprepared on a going concern basis; v. they had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; vi. the proper systems to ensure compliance with the provisions ofall applicable laws are in place and are adequate and operating effectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has internal financial controls which are adequate and were operatingeffectively. The controls are adequate for ensuring the orderly & efficient conduct ofthe business including adherence to the Company's policies the safe guarding of assetsthe prevention & detection of frauds & errors the accuracy & completeness ofaccounting records and timely preparation of reliable financial information.

STATUTORY AUDITORS

The members in the 30th Annual General Meeting held on August 1 2017appointed 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 officefor 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 theAGM of the Company for the financial year 2021-22 on such remuneration as may bedetermined by the Board of Directors.

Pursuant to the amendment to Section 139 of the Companies Act 2013 which was notifiedon May 7 2018 ratification of appointment of Statutory Auditors at every AGM is nolonger required.

There are no qualifications reservation or adverse remark or disclaimer made in theaudit report for the Financial Year 2017-18.

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 hadappointed Dr. K. R. Chandratre Practicing Company Secretary Pune to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is provided as "AnnexureIV". There are no qualifications reservation or adverse remark or disclaimermade 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 theextract of the Annual Return in Form MGT-9 is attached as "Annexure V".

MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are provided in "AnnexureVI".

None of the directors or Managing Director of the Company received any remuneration orcommission from Subsidiary Companies of your Company. The details of remuneration paid tothe Directors including the Managing Director of the Company are given in Form MGT-9forming part of the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 ("theAct") read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. However pursuant to firstproviso to Section 136(1) of the Act this Report is being sent to the Shareholdersexcluding the aforesaid information. Any shareholder interested in obtaining saidinformation may write to the Company Secretary at the Registered Office / CorporateOffice of the Company and the said information is open for inspection at the RegisteredOffice of the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company laid down Prevention of SexualHarassmentpolicyanditismadeavailableonthewebsite of the Company. The Company has zerotolerance on Sexual Harassment at workplace. During the year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

EMPLOYEE STOCK OPTION SCHEMES

During the year under review there were no material changes in the Employee StockOption Schemes (ESOPs) of the Company and the Schemes are in compliance with the SEBIRegulations 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 areuploaded on the Company's website; https://www.techmahindra.com/sites/ResourceCenter/brochures/investors/corporategovernence/Details-of-ESOPs.pdf

The Board of Directors have approved a new Employee Stock Option Scheme viz."Employee Stock Option Scheme 2018" earmarking 5000000 Options to be grantedto the employees exercisable into equity shares. This is forming part of the Notice of theensuing Annual General Meeting for approval of shareholders.

CORPORATE GOVERNANCE

A report on Corporate Governance covering among others composition details of meetingsof the Board and Committees along with a certificate for compliance with the conditions ofCorporate Governance in accordance with the Securities and Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 issued by theStatutory 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 ManagementDiscussion and Analysis Report which forms part of this Annual Report.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors periodically reviews the RiskManagement framework identifies risks with criticality and mitigation plan. The elementsof risk as identified for the Company with impact and mitigation strategy are set out inthe Management Discussion and Analysis Report (MDA).

ESTABLISHMENT OF VIGIL MECHANISM

Your Company has laid down Whistle Blower Policy covering Vigil Mechanism withprotective clauses for the Whistle Blowers. The Whistle Blower Policy is made available onthe website of the Company.

DEPOSITS / LOANS & ADVANCES GUARANTEES OR INVESTMENTS

Your Company has not accepted any deposits from the public during the year underreview. The particulars of loans/advances guarantees and investments under Section 186 ofthe 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) ofthe Companies Act 2013 and Regulation 23 of the Securities and Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 ("TheListing Regulations") during the financial year were in the ordinary course ofbusiness and at an arm's length pricing basis and do not attract the provisions of Section188 of the Companies Act 2013. There were no transactions with related parties in thefinancial year which were in conflict with the interest of the Company and requiringcompliance of the provisions of Regulation 23 of the Listing Regulations. Suitabledisclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in thenotes forming part of the Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions anddealing with Related Party Transactions which has been uploaded on the Company's website; 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 attachedas "Annexure VII".

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 readwith Rule 8 of the

Companies (Accounts) Rules 2014 are provided in "Annexure VIII" whichforms 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 Act2013 your Company constituted a Corporate Social Responsibility (CSR) Committee. YourBoard of Directors laid down the CSR Policy covering the Objectives Focus AreasGovernance Structure and Monitoring & Reporting Framework among others. The policy isavailable at https://www.techmahindra.com/society/default.aspx. Your Company'ssocial initiatives are carried out by Tech Mahindra Foundation and Mahindra EducationalInstitutions.

TECH MAHINDRA FOUNDATION (TMF)

The Foundation was set up in 2007 as a Section 25 Company (referred to as a Section 8Company in the Companies Act 2013). Since then it has worked tirelessly towards thevision of "Educated skilled and able women and men are a country's truestrength" establishing itself as a prominent CSR player within the Mahindra Group aswell as a leading social organization at the national level. The Foundation essentiallyworks with children and youth from urban disadvantaged communities in India. During theyear under review Tech Mahindra Foundation has successfully steered 160+ high-impactprojects with 90+ partners reaching out to 150000+ children and youth across theselocations.

The key initiatives in the School Education include:

All Round Improvement in School Education (ARISE)

Tech Mahindra Foundation's educational initiatives under ARISE are long-term schoolimprovement programmes in partnership with local governments and partner organisations.The Foundation has adopted 60+ schools across India and is working with 18 partners toturn them around completely into model schools of excellence. ARISE+ initiatives encompasseducational empowerment programmes for children with disabilities.

Shikshaantar

Shikshaantar envisioned as a programme for enhancing capacity of government schoolteachers has taken rapid strides during the year. TMF has been working with the EastDelhi Municipal Corporation to manage its In-Service Teacher Education Institute

(ITEI) where teachers from nearly 400 primary schools receive quality training on aregular basis. In addition the Foundation has also worked with Municipal Corporations inChennai Bengaluru Hyderabad Pune & Thane for strengthening capacities of governmentschool teachers.

Employability

Skills for Market Training (SMART) is the Foundation's flagship programme inemployability. It is built on the vision of an educated enlightened and employed Indiaand a belief that educated and skilled youth are the country's true strength. Theprogramme started with 3 Centres in 2012 and is currently running 100 Centres at 11locations across India. These include SMART Centres SMART+ Centres (training for peoplewith disabilities) and SMART-T Centres (training in technical trades). In 2017-18 yourCompany trained more than 16000 young women and men under its SMART programme. More than70% of the graduates are placed in jobs upon successful completion of the training acrossmultiple industries.

The Foundation has partnered with the Banasthali University for Women in Rajasthan forsetting up of the Tech Mahindra College of Nursing. The College will start offeringBachelors and Master's Degree Programs in Nursing.

MAHINDRA EDUCATIONAL INSTITUTIONS (MEI) Technical Education

Your Company's initiatives in technical education are carried out through MahindraEducational Institutions (MEI) under which the Company has extended infrastructural andoperational support to Mahindra cole Centrale a state of-the-art technical institutionin Hyderabad. Mahindra cole Centrale (MEC) College of Engineering established by TechMahindra in collaboration with cole Centrale Paris (now Centrale Suplec) andJawaharlal Nehru Technological University Hyderabad is set to deliver its first batch ofgraduates this year after a successful four year presence on the technical educationlandscape of the country characterized by its rising popularity. This high impactIndo-French collaboration in engineering education has emerged as a disruptive player withits keen focus on Industry-aligned and industry-sponsored education; all Ph.D. facultyroster global internships and a distinct curriculum that includes the French language.The Executive Council of MEC features leaders both from Tech Mahindra and the MahindraGroup. The

MEC campus surrounded by the sprawling green Tech Mahindra Technology Centre inHyderabad India is equipped with state-of-the-art academic infrastructure. To supportits strong research vision MEC has set up relevant high technology laboratories forlearning media design thinking and research. MEC has hosted many of the Company'scustomers on their visit to Tech Mahindra Technology Center (TMTC) Hyderabad. Thecustomers express surprise and delight at the presence of MEC and its pedagogy aimed atshaping world class engineers with global relevance and a strong European influence.

The Annual Report on CSR activities is provided as

"Annexure IX".

SUSTAINABILITY

As a responsible business entity Tech Mahindra concentrates on integratingsustainability into all aspects of the business and develop strategies for EnvironmentalSocial and Governance (ESG) dimensions. The Company has defined strategies to leveragesustainable opportunities to create value for its stakeholders and help emerge as a moreefficient organization with increasingly optimized business processes. With a structuredstakeholder programme the Company has been able to design strategies and initiatives tobuild solutions which not just improve its sustainability credentials but reinforce theoverall business philosophy too. The Company's responsibilities and emphasis on its greeneco-system is seen through various energy water and waste reduction initiatives that havehelped cut down carbon emissions made it more energy-efficient and help mitigate itsenvironmental impact. Tech Mahindra is moving towards carbon neutrality through variousSustainability initiatives and best practices. The Company is striving to reduce thecarbon footprint by installing solar modules retrofitting LEDs installing motionsensors using star rated equipment and recycling waste water. The Company has digitalizedinternal communications with virtual meetings through tele/audio-conferencing whichbrings down meeting-related travel and other costs considerably. Your Company is investingin Green Solutions like smart grid smart cities smart waste management systems andelectric vehicle charging systems. Your Company is also working with suppliers and vendorsto cut down on logistics and transportation and thus reduce the emissions. The recentleadership position and achievements across platforms encourage us to strive forexcellence and aim even higher.

Few of the recognitions bestowed upon are:

• Recognized as World Leader for Supplier Engagement on Climate Change 2018 byCDP- the only Indian Company on this Leader Board

• Member of DJSI World Index for 2017- one amongst the only 4 Indian companies tobe listed

• One of the 11 Indian Companies who are part of the DJSI Emerging Marketscategory

• Listed as a ‘Rising Star' in the CDP's India Leaders 2017

• Silver Class distinction for excellent sustainability performance in theRobecoSAM 2018 Sustainability Yearbook

• Constituent of the FTSE4Good Emerging Index 2017 Tech Mahindra developed itsfirst Integrated Report last year which is externally assured in accordance with GlobalReporting Initiatives (GRI Guidelines) the latest guidelines of the internationallyaccepted Global Reporting Initiative (GRI) and CDSB format. The detailed reports can beaccessed at https://www. techmahindra.com/company/Sustainability.aspx

AWARDS AND RECOGNITION

Your Company continued its quest for excellence in its chosen area of business toemerge as a true global brand. Several awards and rankings continue to endorse yourCompany as a thought leader in the industry. The Awards / recognitions received by theCompany during the year 2017-18 include:

• Digital Transformation Service Provider of the Year - Telecom 2017 from Frostand Sullivan

• CP Gurnani wins the Digital Warrior award from IMC

• Tech Mahindra Performance Engineering wins IT Europa Award for"Storage/Information Management Solution of the Year"

• Recognized as a Most Honoured Company by the Institutional Investor's 2017All-Asia (ex-Japan) Executive Team rankings

• Oracle ASEAN Digital Transformation Partner

• Frost & Sullivan Digital Transformation Award

• Tech Mahindra recognized at SHRM Awards 2017

• Tech Mahindra retains ranking in Dow Jones Sustainability Index 2017

• Features in 100 Best organizations in 2017 Working Mother & AVTAR BestCompanies for Women in India

• Business World HR Excellence Award In Technology & Learning

• Best Company in terms of Information Security Implementation at the ITInnovation & Excellence Awards 2017 in the Annual Technology Conference held by CSI(Computer Society of India)

• BlockChain solution for State Bank of India wins the SKOCH Award 2017

• Recognized amongst world's top 100 technology companies by Thomson Reuters

• 2018 AT&T Supplier Award for its outstanding performance and service toAT&T affiliates

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributions made byemployees towards the success of your Company. Your Directors gratefully acknowledge theco-operation and support received from the shareholders customers vendors bankersregulatory and Governmental authorities in India and abroad.

For and on behalf of the Board
Place: Mumbai Anand G. Mahindra
Date: May 25 2018 Chairman