Director Report

Your directors are pleased to present the Thirty Sixth Annual Report along with the audited accounts of your Company for the year ended March 31, 2023.

FINANCIAL RESULTS (STANDALONE)

(Rs in Million)

# - Figures for the previous year are restated after considering the amalgamation of Tech Mahindra Business Services Limited and Born Commerce Private Limited with the Company.

1 Interim Dividend (Special Dividend) for the Financial Year ended March 31, 2023 and Final Dividend for the Financial Year ended March 31,2022

2 Interim Dividend (Special Dividend) for the Financial Year ended March 31, 2022 and Final Dividend for the Financial Year ended March 31, 2021

DIVIDEND

The Board of Directors on November 1, 2022 approved a special interim dividend of ` 18/- per share (i.e. 360%) on the par value of ` 5/- each which was paid by the Company to the shareholders whose names appeared in the Register of Members as on November 10, 2022, being the record date for the payment of dividend. Your Directors are pleased to recommend a final dividend of ` 32/- per share on par value of

` 5/- (i.e. 640%), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date. Thus, the total dividend for the FY 2022-23 will be ` 50/- per share (i.e. 1000%) against the dividend of ` 45/- per share (i.e. 900%) paid for the Financial Year 2021-22.

The Board of your Company decided not to transfer any amount to the General Reserve for the year under review.

Your Company has formulated a Dividend Policy which is disclosed on the website of the Company and can be accessed at https://insights.techmahindra.com/ investors/tml-dividend-distribution-policy.pdf

SHARE CAPITAL

During the year under review, your Company allotted 2,313,996 equity shares on the exercise of stock options under various Employee Stock Option Schemes. Consequently, the issued, subscribed and paid-up equity share capital has increased from ` 4,859.17 million divided into 971,833,479 equity shares of ` 5/- each to ` 4,870.74 million divided into 974,147,475 equity shares of ` 5/- each.

ALTERATION OF ‘CAPITAL CLAUSE' OF MEMORANDUM OF ASSOCIATION

Consequent to the merger of Tech Mahindra Business Services Limited and Born Commerce Private Limited with the Company, the Authorised Capital of the Company increased from ` 8,336.50 million divided into 1,667,300,000 equity shares of ` 5/- each to ` 9,093 million divided into 1,818,600,000 equity shares of ` 5/- each.

Accordingly, the Capital Clause of the Memorandum of Associationofthe Company was altered and substituted with the new Clause V to reflect the corresponding changes in the Authorised Share Capital.

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

Imperative for businesses and your Company to stay relevant is the need to be cognizant of the tectonic shifts occurring around the world. Technological innovations, climate change and the need for inclusive growth and representation among others is defining the way organization's function. Tech Mahindra has remained on the forefront of all cutting-edge technological advancements and harnessed many emerging technologies to transform customer and employee experiences. Your Company's execution strategy is indexed to the pillars of client focus, portfolio synergy, operational rigor, new age technology bets and people transformation.

During the Financial Year ended on March 31, 2023, the Company's revenues grew to ` 532,902 million on a consolidated basis as against ` 446,460 million in the previous year – indicating a robust growth of 19.4%. The growth was broad based across geographies as both Americas and Europe contributed in line with overall business growth. The Company also saw healthy growth across business segments in Communications, Media and Entertainment (CME) and Enterprise verticals.

The EBITDA on a consolidated basis for the Financial Year 2023 was ` 80,288 million, similar to the previous year's EBITDA of ` 80,200 million. The resultant EBITDA margins were in the range of 15.1% in FY 2023 compared to 18.1% in FY 2022. The post-tax profit of the Company was reduced to ` 48,313 million in FY 2023 as against ` 55,661 million in FY 2022.

The Company saw robust demand for digital transformation services with a focus on customer experience and cloud. The Company has seen new deal wins close to USD 3,000 million during the year, indicating a healthy growth momentum across all business verticals. Your Company's investments in Enterprise SaaS and Hi-tech capabilities will help it cater to increasing modernization demands from businesses in the Financial Year 2024 and beyond.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

ACQUISITIONS

Your company made the following acquisition during the FY 2022-23.

THIRDWARE SOLUTIONS LIMITED

The Company acquired 100% of the share capital of Thirdware Solutions Limited ("Thirdware") on June 3, 2022 at a consideration up to USD 42 million including earnouts. Thirdware is a global player in Enterprise Applications and will enhance the Company's digital solutions and services in automotive consultant and design, development and implementation in areas like ERP (Enterprise Resource Planning), EPM (Enterprise Performance Management), RPA (Robotic Process Automation) and IIoT (Industrial Internet of Things). These capabilities will give the Company an edge in the manufacturing space.

UPDATE ON MERGER

Your directors at their meeting held on January 31, 2021 approved the Scheme of Merger of Tech Mahindra Business Services Limited (TMBSL) and Born Commerce Private Limited (Born) with the Company with the appointed date as April 1, 2021.

Hon'ble NCLT, Mumbai bench and Hon'ble NCLT, Chennai bench vide their order dated January 5, 2023 and January 12, 2023 respectively, approved the scheme of merger by absorption of the TMBSL and Born with the Company and their respective shareholders and the said Scheme has become effective on February 16, 2023.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES OF THE COMPANY

The performance and financial position of the subsidiaries, associates, 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 the 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 the companies which have been incorporated or ceased to be the subsidiaries, joint ventures or associate companies during the year are provided in "Annexure II" to this report. The Company is actively pursuing the initiative on the consolidation of its subsidiaries/branches to optimize the operational costs. During the year under review, your Company has closed/merged twenty subsidiaries.

HUMAN RESOURCES

The employees of the Company are the most critical asset to your Company. The Company has taken several steps to protect, retain, and improve the competencies of these assets including:

Hiring: Forecast to Ful_lment

Your Company has streamlined its talent hiring process adopting some best-in-class practices. By building predictability in talent planning & forecasting for new age skills, your Company has been able to fuel business growth. Your Company has revamped its Buddy Referral programs to recruit talent from existing employee networks while offering attractive incentives. Embracing diversity in the hiring process has improved the global and local representation of talent within the organization. The Company has also redesigned its Candidate Engagement process to focus on creating positive experiences from the issuing joining offer letter to internal deployment to client projects. With rigor in talent allocation and proactive skilling of bench talent, your Company has been able to increase its internal fulfilment to 71% from 48% which is the best in the industry.

Learning: Skilling on the job

With the growth in digital business, your Company has been transforming its workforce both at speed and scale. The Company accelerated skilling initiatives to keep up with the pace of technological developments and built a ‘future-ready' talent pool. #NAD Learn, the AI-based platform with interactive, on-demand, contextual and hyper-personalised up-skilling is helping the Company develop full-stack professionals. Your Company has supplemented this with young leadership development programs as well as new policies to promote niche skilling and fast-track career growth. Employees can learn and grow as a Fresher through Elevate, in customer deployments through Project Skilling, for career progression through Future Skilling and into the leadership pipeline through journey-based programs. The Company also offers super-specialization skilling programs including Architect CoE, HiPOT programs at units and Program Manager CoE through EMBARK. Some new programs that the Company has recently launched for high-potential talent development include MALT and TrIBE.

Leadership: Integrative Thinking

The natural culture of empowerment that was supercharged during the pandemic continues to be the mainstay in the current hybrid work environment. Your Company aims to help employees imbibe mindsets & behaviors for the future which include a renewed focus on Integrative Thinking, Business & Financial Acumen, Bias for Action, Closure over Follow-up, Data over Emotions and Extreme Ownership. This was reinforced through the adoption of an industry leading learning platform – Harvard Manage Mentor Spark aimed at imparting best-in-class training at every level in real-time. Your Company has a robust Talent Management process for developing the leadership talent pipeline and has adopted consistent coaching practices for managers. Apart from Coaching, the employees have experienced new forms of learning with technology-enabled tools and pedagogies. For example, the ‘Wheel of Life' is a customized self-coaching tool with gamified journeys, and personalized Habit Tracking making personal and professional well-being goals accessible to every employee.

Performance: Feedback focused

Your Company launched the Annual Performance Feedback cycle in December 2022. In order to build a culture where performance is enabled through feedback, Managers have been trained to have better performance review dialogues with their direct reports and work on an outcome-based evaluation rather than process or effort measurement. Your Company is creating a High-Performance Culture through hyper-personalized Incentive plans. Your Company has a suite of Incentive plans that are designed to create a strong alignment between Individual growth and Organization performance.

Wellness: Collective well-being

Your Company puts a happier, healthier and more productive workforce at the core of its business, policies and decisions. Your Company has designed initiatives covering eight dimensions of wellness – Physical, Occupational, Emotional, Spiritual, Social, Environmental, Financial and Intellectual. The focus on preventative care with Corporate paid preventive health check, on-campus doctor consultations & counselling programs, helps employees diagnose any health condition in advance. To tackle IT industry specific issues, the Company organizes wellness sessions on Ergonomics, Healthy eating, Lifestyle management etc. Multiple tech-enabled wellness interventions like Kick the Butt (Smoking Cessation Program), Bend it like TechM (Guide to Ergonomics), Dump the Plump (Weight loss challenge) etc. have helped employees create healthier habits. Through the People Care program, managers are encouraged to show their human side and empower their team members to pursue collective well-being.

Communication: Building purpose

A robust communication process is at the heart of the Company's vibrant culture. Employees are kept connected and informed through multiple media. Your Company's 360-degree communication framework ensures employees have access to connect with leaders, peers and the external world. With publications, platforms, storytelling, campaigns, and connects, the organizational culture is shared with all. Your Company shares stories of diverse individuals achieving extraordinary things using structured formats like #RiseFromWithin. Leaders in the Company share not just business updates and success stories but personal anecdotes that reinforce the belief of a shared destiny.

Engagement: Hybrid connects

For an increasingly hybrid workplace, the Company has designed several virtual ‘water-cooler' moments like All Hand Meets with CXO, Prime Time, Location Connects etc. along with family connects. Employees have platforms like MS Teams and Cisco WebEx for collaborative yet decentralized working. Your Company also organized on-ground engagement linked to TechM's FIDE partnership for the Chess Olympiad. TechM CARES Action Planning workshops were also organized across different business units to implement changes based on employee feedback. Your Company also organized more than 1,200 engagement programs globally linked to Rise Refresh.

Rise Refresh: #TogetherWeRise

For more than a decade, the Rise philosophy has inspired employees from across the Mahindra Group to come to work and build something meaningful.

Since then, the world has changed with the rise of disruptive technologies, changing start-up ecosystem, climate change and recently, the pandemic. This is why, the Company has defined a new core purpose and brand pillars of Rise to simplify and sharpen its commitments. Your Company has leveraged every possible medium to ensure that this is communicated to all employees. From the conventional posters, communities, blogs, leader-bytes, microsite, quizzes and signatures route to the unconventional music, memes, WhatsApp stickers, GenZ lingo, podcast conversations and comic strips, Rise has touched the heart of every employee.

Diversity: Respecting Individuality

Your Company believes that respecting diversity and ensuring inclusion is fundamentally the right thing to do. It respects, embraces and celebrates the uniqueness of every individual. This also links back to the stated objective of the Company to be human-centered by encouraging associates to bring their most authentic selves to work. Your Company initiated the Maternity Assistance Program (MAP) to support employees who were on Maternity Leave in their transition back to work. The Company has also organized several Fireside chats featuring women with STEAM (Science, Technology, Engineering, Arts, Mathematics) roles to inspire others to grow in these fields. Through the ‘Restart' Program, the Company aims to help Women IT Professionals restart their career after a break.

Recognition: Appreciation always

Your Company believes in appreciating, recognizing, and celebrating by building a culture where good work and behavior are appreciated. The Company has designed specialized recognition programs where rewards, tenure, performance, and contribution are celebrated, often with the loved ones of employees. The recognition program is centered around n = 1, that is, the individual at the heart of everything. A key part of personalizing recognition is to bring it to the desk of every employee. This is enabled by the KUDOS portal that offers recognition badges as well as redemption options for the points earned. Giving employees the ability to appreciate colleagues and sustained campaigns have led your Company to have an industry leading rewards penetration of ~74% including monetary and non-monetary recognition. Tenure is rewarded with personalized gifts for both the employee and their family members. Lastly, there are several organizational level awards for outstanding achievements like the ACE, STAR, Location Council and Spotlight awards.

HR Digitization: Experiencing technology

Your Company has revolutionized employee experience by deploying technology at different touchpoints of their lifecycle. Your Company continued its internal automation focus by using Robotic Process Automation for completing common workforce actions to reduce manual work. Your Company has also integrated HR Chatbot UVO and Technical Support Chatbot ATOM into MS Teams making it easier to perform workforce actions like leave applications, pending approvals, ticket registrations etc. Developing an "Attrition Prediction Model" has provided Your Company with an early warning system predicting the employees' likelihood to quit, giving the Business HR team the ability to stage an intervention. The Company has also explored the use of Metaverse where three dimensional avatars interact in a virtual world to develop modules for hiring and on-boarding. Translating these experiences to mobile devices, the Company has developed ‘The Wheel of Life' application as a self-coaching tool.

QUALITY

The Company continues its focus on quality and strives to exceed customer expectations at all times. During the year, it continued to strengthen the implementation of Quality systems and upgraded the processes/systems to comply with CMMI V 2.0 for both Development and Services and currently assessed for maturity level 5. Similarly it underwent various upgrade and re-certification audits for multiple standards during the year in order to meet client demands and enhance value delivery – successfully re-certified, ISO 9001:2015 (Quality Management System), ISO 20000-1:2018 (Information Technology Service Management System), ISO 27001:2013 (Information Security Management System), ISO 27701:2019 (Privacy Information Management System), TL9000 R 6.2/ R5.7 (Quality Management Systems for Tele Communications industry), ISO 13485:2016 (Quality Management Systems for medical devices – scope of certification limited to medical devices business within Tech Mahindra), AS9100 Rev D (Standard for Aerospace domain – scope of certification limited to the aerospace business within Tech Mahindra), ISO 17025:2017 – Laboratory Quality Management Systems for our device testing labs.

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 (Environmental Management System) and ISO 45001: 2018 (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 helped resume services to customer's 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 that showcase the information security posture of the Organization.

Tech Mahindra (IT Division) has been assessed for the implementation of high maturity business excellence practices at Mahindra Group (Services Sector). It has been assessed at TMW Maturity Stage 7 (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 institutionalized the Deliverability Risk Assessment (DRA) practice – to assess the readiness and to identify risks at the beginning of the program, continued to strengthen the process for transforming Quality Assurance processes & delivery methods to adopt and strengthen Delivery excellence, Risk governance, and further enhance automation to enable quality delivery to the customer. Quality index which is a measure of quality of products and services delivery is institutionalized.

The Company is ensuring all these initiatives are in place, to ensure that it delivers as stated in its 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. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Manoj Bhat, Director (DIN: 05205447) is liable to retire by rotation and being eligible offers himself for reappointment.

During the year under review, Ms. Penelope Fowler (DIN: 09591815) was appointed as Additional Director by the Board of Directors of the Company on May 13, 2022. She was further appointed as an Independent Director pursuant to the special resolution passed by the shareholders at the Annual General Meeting held on July 26, 2022 for a period of 5 years.

In view of the retirement of Mr. C. P. Gurnani, Managing Director and CEO, the Board of Directors at its meeting held on June 15, 2023, based on the recommendation of the Nomination and Remuneration Committee approved the Appointment of Mr. Mohit Joshi, (DIN: 08339247) as Additional Director with effect from June 20, 2023 to hold office up to the date of ensuing Annual General Meeting. Further in order to ensure smooth transition into the role of Managing Director as Mr. C. P. Gurnani would retire on December 19, 2023, Mr. Mohit Joshi was also appointed as a Whole Time Director designated as Managing Director (Designate) and Key Managerial Personnel with effect from June 20, 2023 up to December 19, 2023 subject to the approval of the members of the Company and the Central Government.

The Board of Directors, based on the recommendation of Nomination and Remuneration Committee also approved the appointment of Mr. Mohit Joshi as Managing Director & Chief Executive Officer of the Company and Key Managerial Personnel under the Companies Act, 2013 from December 20, 2023 to June 19, 2028 (both days inclusive), subject to approval of the members of the Company and the Central Government.

The Board recommends the appointment of Mr. Manoj Bhat and Mr. Mohit Joshi to the Members at the ensuing Annual General Meeting. The brief profile of Mr. Manoj Bhat and Mr. Mohit Joshi is given in the Notice of the Annual General Meeting.

In terms of Regulation 24(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. T. N. Manoharan, Lead Independent Director of the Company has been appointed as Director on the Board of Tech Mahindra (Americas) Inc., a wholly owned unlisted material subsidiary of the Company with effect from May 21, 2019.

In the opinion of the Board of Directors, the Independent Directors have relevant proficiency, expertise and experience.

FAMILIARISATION PROGRAMME

These programmes 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 the program for familiarisation of the Independent Directors with the Company are available on its website and can be accessed at https://insights.techmahindra.com/ investors/tml-familarisation-progarmmes-for-IDs.pdf

The Board of Directors are regularly updated on changes in statutory provisions like amendments in Corporate Laws, SEBI Regulations, Taxation Laws and People related laws as applicable at the quarterly Board meetings. The Board members are also updated on the Risk universe applicable to the Company's business. The MD & CEO of the Company had quarterly sessions with Board members sharing updates about the Company's business strategy, operations and the key trends in the IT industry that are relevant to the Company. These updates help the Board members in keeping abreast of key changes and their impact on the Company. Further Subject Knowledge Experts from various fields are also invited to the meetings of the Board/Committees to appraise the Board Members of the latest developments in the IT and the business.

TRAINING

The Company has laid down a policy on the training of Independent Directors as part of its governance policies. The Senior Leadership of the Company periodically updates the Directors on regulatory changes, business strategy and operations.

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 evaluating the performance of the Board of Directors, the Chairman, Committees, and Individual Directors. The evaluation process was carried out through a web-based portal. The summary of the evaluation reports was presented to the respective Committees and the Board. The Directors had given positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the Financial Year 2022-23. The meeting details are provided in the 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 and SEBI Listing Regulations.

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board has constituted seven Committees, namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Investment Committee and Securities Allotment Committee. The details of terms of reference of each Committee and the meetings held during the year are given in the Corporate Governance Report.

The Company has also formed Group Governance Council comprising of Board Members and Senior Management in terms of the SEBI Circular No. SEBI/ HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018, considering it has a large number of subsidiaries.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

i. Policy on the 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 is provided in "Annexure III".

The policies are available on the website of the Company and can be accessed at https://insights. techmahindra.com/investors/Governance-Policies-including-remuneration-to-Directors-KMPS.pdf

SUCCESSION PLAN

In accordance with the principles of transparency and consistency, your Company has adopted governance policies for appointments, remuneration and evaluation of its Board of Directors, Key Managerial Personnel & Senior Management. In line with these Governance policies, the Company has established a formal Succession Planning Program for Key Managerial Personnel across the organization. The Board evaluates all such plans at a regular interval and institutes a formal program for filling any such critical position. The Board evaluates both internal and external candidates for such positions along with the recommendations of the management. The Company also has a leadership development program where it identifies high potential managers, and trains them to take up the positions of higher responsibility. The Company has identified the second line of leadership, which provides stability to the business in case of contingencies.

KEY MANAGERIAL PERSONNEL (KMP)

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 May 31, 2022), Mr. Rohit Anand, Chief Financial Officer (w.e.f. June 1, 2022) 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, in the selection of the accounting policies, consulted the Statutory Auditors 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, 2023 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 WITH RESPECT TO 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 and efficient conduct of the business, including adherence to the Company's policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / PROCEEDINGS

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 the future.

Further no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, nor has the Company done any one-time settlement with any Bank or Financial institutions.

STATUTORY AUDITORS

The members, in the 35^th Annual General Meeting (AGM) held on July 26, 2022, appointed M/s. B S R & Co. LLP, Chartered Accountants, [ICAI Firm's Registration No. 101248W/W- 100022] as the Statutory Auditors of the Company, to hold office for a further term of five consecutive years from the conclusion of the 35^th AGM of the Company held in the Financial Year 2021-22 until the conclusion of the AGM of the Company for the Financial Year 2026-27 on such remuneration as may be determined by the Board of Directors.

There are no qualifications, reservations, adverse remarks or disclaimers made in the audit report for the Financial Year 2022-23.

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 Makarand Lele & Co., Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is available at "Annexure IV" to this report. There are no qualifications, reservations, adverse remarks or disclaimers made in the Secretarial Audit Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available on the website of the Company and can be accessed at https://insights.techmahindra.com/investors/mgt-7.pdf

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, the Company has transferred the unclaimed dividends of ` 2,13,40,674 to the Investor Education and Protection Fund. Further, 2,26,700 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to the fund as per the requirements of the IEPF Rules. The Members are requested to check the details of the unpaid dividend on the website of the Company and claim their dividend to avoid the shares from being transferred to IEPF.

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 V". None of the Directors or the 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 provided in the Corporate Governance 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 open for inspection at the Registered Office of the Company.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has laid down the Prevention of Sexual Harassment (POSH) policy which is available on its website. 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.

The status of complaints received under POSH and redressed by the POSH Committee of the Company, during the Financial Year under review, are given below:

a) Numberofcomplaintsreceivedduringtheyear_-74 b) Number of complaints redressed during the year – 73^@ c) Number of complaints pending for redressal as on March 31, 2023 – 3

@ - Includes 2 complaints received during the previous year and redressed during the year.

There are focused campaigns on the POSH policy within the Company and awareness drives that take place. Furthermore, employees are required to undertake a mandatory certification on POSH to sensitize themselves and strengthen their awareness.

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 Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the details of the ESOPs are uploaded on the website of the Company and can be accessed at https://insights.techmahindra. com/investors/details-of-esops-fy-2022-23.pdf

CORPORATE GOVERNANCE

A report on Corporate Governance covering among others composition of the Board of Directors, 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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) with effect from the FY 2022-23. The Company voluntarily published BRSR for the Financial year 2021-22. The BRSR Report for the year 2022-23 is enclosed as part of this Annual Report.

In addition to the BRSR, the Integrated Annual Report of the Company provides an insight on the various ESG initiatives adopted by the Company. The ESG disclosures have been independently assured by KPMG.

COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities of the Company.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors devised a Risk Management Policy and guides the operating management to identify risks, analyze their probability and impact and prepare mitigation plans. It periodically reviews the Risk Management Framework & Enterprise Risk Register which is presented by the Chief Risk Officer. The Company identifies all potential risks viz. economic, business, currency, operations, climate, governance, finance, cyber, business continuity etc. and prepares a mitigation plan for each of the risks. The elements of risk as identified by the Company with the impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

ESTABLISHMENT OF VIGIL MECHANISM

The 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

The 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 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 under review 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 conflicted with the interest of the Company and required 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 the Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the website of the Company and can be accessed at https:// insights.techmahindra.com/investors/Related-Party-Transactions-Policy.pdf

The particulars of related party transactions in prescribed Form AOC - 2 are attached as "Annexure VI". Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the stock exchanges.

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 VII" which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The CSR vision of the 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 (CSR) Committee of the Board. The CSR policy, covering the Objectives, Focus Areas, Governance Structure Monitoring and Reporting Framework among others is approved by the Board of Directors. In accordance with the amendments made in Section 135 in January 2021, the CSR Policy has been duly revised and is available on the website of the Company and can be accessed at https://insights. techmahindra.com/investors/tml-csr-policy-23.pdf

The Company has spent more than 2% of the average net profits of the Company during the three immediately preceding Financial Years on CSR.

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

TECH MAHINDRA FOUNDATION (TMF) EDUCATION

The key initiatives taken by TMF in the arena 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 2022-23 worked with 18 government primary & secondary schools to transform them into model schools of excellence. A total of 5,224 students were positively impacted under this programme, of which 2,832 were girls.

During the year, the Foundation expanded its work for children with special needs through its ARISE+ programme. This programme is a variant of ARISE in which children with special needs are provided chronic therapy as well as special education to help them lead more fulfilling lives. Through 32 projects, the programme enabled 4,829 children with special needs to become better learners with greater independence in managing their lives. The Foundation has taken up the provision of assistive technology for these children as an important value addition to its work in ARISE+.

SHIKSHAANTAR

Shikshaantar, envisioned as a programme for enhancing the capacity of government school teachers, has emerged as an important programme in the education portfolio of the Foundation. TMF works with the Municipal Corporation of Delhi by running their In-Service Teacher Education Institutes. With the merger of the MCDs, TMF now has the responsibility of training teachers from close to 1,500 primary schools in Delhi. During the year under review, as many as 4,379 teachers were trained as part of Shikshaantar. This included specially designed modules for Digital Literacy, Child Safety, Cyber Security and Mental Health that were delivered to the teachers in a hybrid mode.

MOBILE SCIENCE LAB & ROBOTICS LAB

In order to increase the footprint of its work in Education and reach the unreached, TMF launched a unique initiative in 2019-20 - The Mobile Science Lab (MSL). For this, a Mahindra bus has been remodeled to become a science lab on wheels and has been travelling from school to school in East Delhi to provide STEM learning for children in grades 3 and 4 in these schools. The MSL program benefitted as many as 6,861 students and 77 teachers throughout the year.

Following the success of the MSL program, TMF has also set up a Robotics Lab at one of its ARISE schools in Delhi which is an all-girls school. This lab was inaugurated in November 2022, and nearly 300 girls from this school are the potential beneficiaries.

EMPLOYABILITY

Skills-for-Market Training (SMART) is the Foundation's flagship programme in employability. It is built on the vision of an educated, enabled and empowered India, and the belief that educated and skilled youth are the country's true strength. The programme started with

3 Centres in 2012 and is currently running over 85 Centres at 10 locations across India. These include SMART Centres, SMART+ Centres (training for people with disabilities), and SMART-T Centres (training in technical trades).

In 2022-23, your Company trained 17,641 young women and men under its SMART program, of which, 1,303 were persons with disabilities. More than 70% of the graduates are placed in jobs across multiple industries upon successful completion of the training. The average salaries being earned by the graduates of the SMART program have been steadily rising and saw a 10% jump over the previous year.

The Foundation's commitment to setting new benchmarks in skill development in India has been underscored by the setting up of Tech Mahindra SMART Academies, which provide the highest quality of skill training to youngsters in Healthcare and Digital Technologies. During FY 2022-23, 3,584 students were trained at the nine Academies that are now functional – 5 in Healthcare, 3 in Digital Technologies, and 1 in Logistics.

TMF'S OUTREACH INITIATIVES

In addition to all the core programs described above, Tech Mahindra Foundation is now also implementing several outreach projects in collaboration with various agencies. As part of these, the TMF team members are engaged in activities such as community health initiatives, teacher training, provision of content for other large-scale projects, etc. As part of such outreach projects, TMF supported 20,734 beneficiaries, taking the total tally of direct beneficiaries for the year to 61,995. This is nearly 50% more than the number of direct beneficiaries for FY 2021-22, which stood at 41,374.

MAHINDRA EDUCATIONAL INSTITUTIONS (MEI)

MEI - a not-for-profit, 100% subsidiary of the Company has set up Mahindra Ecole Centrale in August 2014 - through a collaborative venture between Mahindra Educational Institutions and Ecole Centrale of Paris, France (now known as Centrale Supelec) and the JNTU Hyderabad - to offer undergraduate engineering programs. Through this strong Indo-French Collaboration with Centrale Supelec and Industry connect with Tech Mahindra, MEC has emerged as a disruptive player in the field of Technical Education.

MEI has sponsored the setting up of Mahindra University to introduce diverse streams of education in addition to Engineering. Further the Engineering stream is being transitioned to Mahindra University.

MAHINDRA UNIVERSITY (MU)

Mahindra University ("MU") (sponsored by Mahindra Educational Institutions, ("MEI") - a not-for-profit, 100% subsidiary of Tech Mahindra), was notified on May 20, 2020 by the Government of Telangana vide The Telangana State Private Universities (Establishment and Regulation) Act, 2018 for "educating future citizens for and of a better world".

The Ecole Centrale School of Engineering (ECSoE) currently runs various UG, PG and Ph.D. programs in cutting-edge engineering departments. ECSoE also launched a Centre for Life Sciences and offers courses in biotechnology and computational biology under it. The school plans to launch the 2.5 year integrated programs in Biotechnology & CSE for AY 2023-24.

Cornell University's SC Johnson College of Business, an ivy league institution is the "Academic Partner" for School of Management. Mahindra University's School of Management (MU - SoM) will benefit significantly from Cornell University's expertise in curriculum development, faculty exchange programs including some specialty courses delivery by the Cornell faculty to Mahindra University students, as well as student immersion at Cornell. The School of Management currently conducts BBA, BA, E-MBA, and MBA (starting in 2023) programs.

The School of Law, Mahindra University, commenced operations in September 2021 in Hyderabad offering 5-year integrated programs in BA LL.B and BBA LL.B. It was founded on the philosophy of securing justice, equality, and service to all sections of society. With the needs of modern society evolving rapidly, there is a renewed focus on the importance of the discipline of law. The School of Law will aim to make a difference to the legal profession and practice by providing a diverse, flexible curriculum and pedagogy, touching on several aspects of domestic and international law, while appraising the students of the latest trends in academia and practice. Starting 2022, the School of Law has launched a 3-year LLB (Hons) program and intend to launch a 6-year integrated B.Tech LLB course starting Academic Year 2023.

The University also plans to launch the following programs/schools for the Academic Year 2023-24:

1. School of Media a. 4-year B.Tech. (Computation & Media) b. 3-year BA (Digital Media & Communication)

2. School of Hotel Management

a. 3-year B.Sc. (Hospitality & Hotel Administration)

In the academic year 2022, a total of 2,971 students were studying under various programs across all schools and departments. The new admissions for academic year 2022 are 1,236 students of which 1,128 students are in various UG programs, including School of Management and School of Law, 22 students in the PG programs of School of Engineering and 86 students in the Ph.D programs across all the schools.

The Annual Report on CSR activities is provided as "Annexure VIII".

SUSTAINABILITY

Your Company aligns closely with the Mahindra Group's ambition to Rise: Be People positive, Planet positive, and Trust positive. The Company holistically embraces ever greater responsibility towards protecting the environment, empowering the society, and providing good governance.

Your Company's strategy for creating long-term sustainable value is by improving, scaling, and transparently communicating our ecological, social, and economic impacts. Our strong governance framework led by the Board of Directors of your Company, who have oversight of the Company's overall strategy and future direction and ensures the planning and implementation of environmental and social programs.

The Company's holistic approach enables to drive sustainable impact in alignment with leading global frameworks, initiatives, and agendas committed to furthering sustainability such as the TCFD, SASB, GRI, as well as the Paris Agreement, the UNGC and the UN SDGs.

As a business, the Company recognizes the value of following the UN SDGs (Sustainable Development Goals) of People, Planet, Prosperity, and Partnership and continues to create value through initiatives that cater directly to these aspects of our performance.

People:

• Great place to work: Working to enhance our organizational culture by enabling our associates with access to advanced technologies, providing Learning & Development opportunities to help develop their skills and areas of expertise and providing them with robust career development programmes.

• Work-life balance: Providing feasible and flexible work-life balance and integration along with a range of associate-friendly policies and processes to reduce attrition.

• Diversity and inclusion: Ensuring that our organization continues to transcend into the realms of gender diversity and includes people with disabilities as well as people from the LGBTQIA community as part of being a socially responsible business.

• Employee engagement & recognition: Ensuring our associates are engaged, feel valued, and recognized through a robust performance management system, a flexible system of working, and an extensive system of benefits and perquisites.

• Individual Social Responsibility: Encouraging associates to contribute to the society & environment and make these activities an integral part of their day-to-day activities.

Planet:

• Carbon neutrality and Net zero: Committing to carbon neutrality (2030) and Net zero (2035) by switching to renewable energy through on site installations and open access; improving energy efficiency through installation of LEDs, sensors; boosting green investments by implementing Carbon Price; optimizing business travel by enabling virtual meetings; encouraging use of public transport and carpooling to reduce employee commute emissions; carbon sequestration through tree plantation; moving towards a low carbon economy by optimizing operations to ensure environmental protection.

• No waste to landfill: Installing Organic Waste Converters and vermicomposting plants at own campuses to convert food waste to manure, cutting down their transportation emissions and reducing waste to landfill.

• No to plastic: Maintaining plastic-free campuses and encouraging all stakeholders to use eco-friendly and biodegradable materials. Spreading awareness and initiating campaigns on preventing single-use plastic.

• Reduce, Reuse, Recycle, Recover: Implementing the process of Reduce, Reuse, Recycle and Recover across the value chain to limit waste and enable a circular economy.

• Being water positive: Improving water efficiency and increasing water savings by using water sensors, restrictors and water-efficient coolers, recycling wastewater through STPs, and recharging groundwater levels with Rainwater Harvesting Pits.

• Promoting Biodiversity: Protecting local flora and fauna across all our locations to ensure that we do not adversely impact biodiversity through our operations.

Prosperity:

• Innovation: Embracing technology and innovation by incorporating IoT, Blockchain, AI and Machine Learning to develop a portfolio of sustainable solutions that help reduce emissions and other negative impacts of climate change.

• Green solutions: Investing in Sustainability reporting solution (i.Sustain) and Climate Risk Management platforms, Smart grid, Microgrid-As-A-Service, Community Action Platform for Energy, Integrated Electric Vehicle Charging systems (IEVCS), Smart data hubs and Smart Cities for our Customers to reduce their carbon emissions.

• Connecting with customers: Embracing brand equity by connecting with our customers to address their current and future needs and ensuring customer satisfaction.

Partnership

• Learning and Sharing: Partnering with collaborators & partner companies to create an alliance ecosystem and supplement each other's capabilities on joint projects. Collaborating with academia, businesses, NGOs, and governments to address some of the global challenges like health care, climate change, inequality, etc.

• Sustainable supply chain: Ensuring that we are in synch with our value chain in our commitment towards climate action and helping our suppliers follow the highest standards of sustainable and ethical best practices within their own organizations.

Tech Mahindra has drafted its Integrated Annual report in accordance with Global Reporting standards and frameworks with the data assured by a third party thus complying with the highest transparency standards.

The Company's progress against the sustainability targets and metrics are disclosed in the externally assured Integrated reports available on the website of the company- https://www.techmahindra.com/en-in/ sustainability/

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. A few of the prominent Awards / recognitions received by the Company during the Financial Year 2022-23 include:

• Tech Mahindra won several medals in the USA for its people practices- Brandon Hall HCM Excellence Awards, Stevie Awards for Great Employers and was also included in the 2023 Bloomberg Gender-Equality Index (GEI).

• Tech Mahindra Philippines was certified as a Great Place to Work.

• The Economic Times bestowed Tech Mahindra with several recognitions including Great Manager Awards (People Business), Human Capital Awards and ‘Best Organizations for Women' (Femina).

• Tech Mahindra was also recognized by Avtar and Seramount as "Champions" in Most Inclusive Companies Index and "Top 10" in Best Companies for Women in India.

• Dun & Bradstreet India recognized Tech Mahindra as a top performer in the ESG Performance – Software and BPM sector.

• Tech Mahindra won Frost & Sullivan's Technology Innovation Leadership Award 2022 for Metaverse Technology Services.

• Tech Mahindra was recognized among the Iconic brands at ET Iconic Brands 2022.

• TechM amplifAI0->8 is awarded "Cool Product or Service of the Year in Business 2022." at the 12^th Annual 2022 Business Excellence Awards by Globee? Business Awards.

• Tech Mahindra MEA was recognized for Ground-breaking products/services in Ecommerce at GITEX.

• Tech Mahindra was awarded ‘A' rating in MSCI ESG ratings 2022.

• Tech Mahindra received the "Mahatma Award 2022 for Social Good & Impact – Decent Work and Economic Growth" for its SMART Program.

These awards are a reflection of the Company's continued efforts in the fields of business, sustainability, human resource management and its sustained progress towards creating a better society for all.

ACKNOWLEDGEMENTS

Your directors place on records 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.