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Tech Mahindra LtdIndustry : Computers - Software - Large
BSE Code:532755
ISIN Demat:INE669C01036
Book Value(Rs):199.23
NSE Symbol:TECHM
Div & Yield %:1.82
Market Cap (Rs Cr.):75506.52
P/E(TTM):18.33
EPS(TTM):42
Face Value(Rs):5
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Your Directors present their Thirty First Annual Report together with the audited accounts 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 253,919 240,583
Profit before Interest, Depreciation and tax 56,335 45,647
Interest (708) (638)
Depreciation (6,562) (6,222)
Profit Before Tax 49,065 38,787
Provision for taxation (9,072) (8,314)
Profit after tax 39,993 30,473
Other Comprehensive Income 128 (1)
Balance brought forward from previous year 120,789 106,118
Profit available for appropriation 160,910 136,590
Final Dividend Including tax (10,361)1 (13,787)2
Transfer from Share Option Outstanding Account 51 28
Transfer from General Reserve - -
Transferred on merger of US branch with US subsidiary - (2,042)
Transferred to Special Economic Zone re-investment reserve (42) -
Balance carried forward 150,558 120,789

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 Book Closure Date.

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

SHARE CAPITAL

During the year under review, your Company allotted 5,637,728 equity shares on the exercise of stock options under various Employee Stock Option Plans. Consequently the issued, subscribed and paid-up equity share capital has increased from Rs 4,870.48 Million divided into 974,096,080 equity shares of

Rs 5/- each to Rs 4,898.67 Million divided into 979,733,808 equity shares of Rs 5/- each.

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

Your Company represents the connected world, offering innovative and customer-centric information technology experiences, enabling Enterprises,

Associates and the Society to Rise™. The Company has presence across 90 countries and helps over 900 global customers including Fortune 500 companies. The Company's convergent, digital, design experiences, innovation platforms and reusable assets connect across a number of technologies to deliver tangible business value and experiences to the stakeholders. In the fiscal year 2017-18 the Company's consolidated revenues increased to Rs 307,729 Million from Rs 291,408 Million in the previous year, a growth of 5.6%. The geographic split of revenue is well balanced across regions, with 46% share from the Americas, 30% share from Europe and 24% from the Rest of the World.

The Consolidated Profit Before Interest, Depreciation and Tax (EBITDA) was at Rs 47,096 Million, against Rs 41,844 Million in the previous year.

The Consolidated Profit after Tax (PAT), amounted to Rs 37,998 million, as against Rs 28,129 million in the previous year.

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

Products & Services and Platforms, and is committed towards building a synergistic relationship with its partners, to deliver a complete and customized end-to-end solutions to its customers.

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

ACQUISITIONS

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 5,742 Million (USD 89.5 Million). Further the subsidiary 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 31, 2019. The HCI Group works with some of the world's most prestigious Tier-I healthcare service providers, primarily in the US and UK, focusing on providing end-to-end implementation of Electronic Health Record (EHR) and Electronic Medical Record (EMR) software, training and support services. This will help scale up Healthcare revenue, as provider sub vertical is a key element of Healthcare and Life Sciences (HLS) strategy. The Company offers innovative and end-to-end integrated solutions for healthcare providers. Its solutions enhances the efficiency of physicians, hospitals, ancillary facilities, clinics, governmental health bodies and public health organizations.

Increase in stake in Comviva Technologies Limited:

The Company, in accordance with the shareholders agreement, acquired an additional 32.07% stake in Comviva Technologies Limited from Bharati Group and Westbridge Ventures II Investment holdings for a total consideration of Rs 3,618 Million. The Company also acquired 0.68% from some shareholders for a total consideration of Rs 70 Million. As a result of this, the Company now holds 99.85% stake in Comviva Technologies. Comviva is amongst the leaders in mobility solutions. Its expansive suite of productized solutions is deployed with over 130 service providers and banks, in over 90 countries across Asia, Africa, Middle East, Latin America and Europe, and powers services to over two billion mobile subscribers.

Altiostar Inc:

The Company, through its wholly owned subsidiary Tech Mahindra (Americas) Inc. has invested 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 Radio Access 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 meeting held on November 1, 2017 approved a proposal to amalgamate Sofgen India Private Limited, a step-down subsidiary with the Company in accordance with the provisions of Companies Act, 2013. The Company and Sofgen India Private Limited have filed the Company Scheme Petitions before the Hon'ble National Company Law Tribunals at Mumbai and Chennai respectively and are pending for approval. The performance and financial position of the subsidiaries, associate companies and joint venture companies included in the consolidated financial statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 containing the salient features of the financial statement of Company's subsidiaries/joint ventures or associate companies in Form AOC – 1 in "Annexure I" to this report.

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

The policy for determining Material Subsidiaries formulated by the Board of Directors is 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 future and deliver an enterprise of Future. Along with establishing as DT (Digital Transformation) provider, your Company has also taken a step towards being a social enterprise. Your Company's mission is to attain growth while respecting and supporting the stakeholder network. The Company aims to be the organization that will shoulder the responsibility 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, your Company has embarked on journey of FUTURise that ensures continuous learning, unlearning, re-learning, and contribution to innovation for our customers. Increasing number of enterprises are embracing new technologies like Digital, Automation, Cloud, Augmented Reality to provide enhanced user experience, the need to transform skillset of IT workforce is prominent than ever. Your Company is investing heavily in re-skilling and up-skilling its associates to enable them to RISE™ to future challenges and opportunities and achieve customer delight.

Building Future ready workforce and Continuous Learning Organization

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

The ‘Role Based Academy' provides a structured, holistic approach to building role based competencies for critical and new age roles in the organization and provide career path to the associates. Your Company has trained and certified 80,000+ associates in digital technologies, 20,000+ associates in automation and trained 50,000+ associates in emerging and digital technologies. This focus has positioned your Company to service leading global Enterprises in their transformation journey and enhance growth and profitability. Emphasizing on the new age learning methods and platforms, your Company has launched the Reverse Mentoring program, where Gen Y/Z grooms Leadership on new age practices and tools. Your organization has taken steps in the direction of building a workplace of future by building UVO, a chat bot that is always available for instant query resolution, handle transactions and acts as your virtual office assistant.

Skill building through job adjacency in the form of eXtra Mile platform allows the associates to opt for small assignments posted pan organization and utilize their skills for the benefit of the assigned project. Career counselling platform provides guidance by experienced leaders when lacking direction or clarity. In order to keep the associates aligned to the digital mission of the organization – Mission 2020, your Company has been continuously hosting conclaves like Mission Innovation and TechM NXT that allows TechMighties to express their views about the big bets and trends of the world, connect with internal and external stakeholders, co-create new age ventures and also celebrate the realization of ideation. Iris, Appify, helped spark the entrepreneurial spirit among associates of the Company. In order to reach out to the multicultural and diverse workforce your Company has embarked on the journey of Gamification and launched Career Turbo 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 happy organisation and recognized over 45,000 TechMighties through multiple channels. In line with the digitization focus, the entire Reward and Recognition process is digital and associates 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 of associates working at Tech Mahindra. The Associate Welfare Trust established for the associates, by the associates, helped associates and their family members in their medical exigencies. Company's Mantra of "Wellness before Business" is reflected in the medical camps, wellness programs, work from home facility and numerous other facilities across all the large campuses. Your Company has established a robust Emergency contact process with toll free numbers across India, US, UK, and Australia and conducted self-defence training sessions across many locations.

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

• Society for Human Resource Management – HR Excellence 2017 in Learning and Development (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 Best Companies 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 Excellence Awards 2017.

These awards and recognitions have positioned Tech Mahindra as an organization that puts people first, delivers future focused excellence in the field of People Management and 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 expectations at all times. It is certified under various standards to meet client demands and enhance value 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 of certification limited to the aerospace business within Tech Mahindra). In addition to these, your Company also maintains its commitment to health, safety and environment by continually improving its processes in accordance with ISO 14001 and OHSAS 18001 standards. Your Company is also certified on ISO 22301:2012 (Societal Security) and has a comprehensive Business Continuity and Disaster Recovery framework, to prevent potential business disruptions in the event of any disaster. It has processes that will help resume services to customers' acceptable service levels. Automated Service Desk with SLAs for enabling business and Vulnerability Assessment and Penetration Testing Lab for secured corporate network operations are highlights showcasing information security posture of the Organization. Tech Mahindra (IT Division) has been assessed for implementation of high maturity business excellence practices' at Mahindra Group (Services Sector). It has been assessed at TMW Maturity Stage 5 (on scale of 1-10 stages) of Mahindra Business Excellence Framework – The Mahindra Way. These certifications are testimony of the robustness of business processes and at large the quality culture imbibed in the organization. Your Company has also strengthened Process/Practice and Tools Industrialization of various Engineering activities for Development, Testing and Managed service portfolio to achieve standardization, better efficiency and best practices being implemented across the businesses.

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

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

DIRECTORS

During the year under review all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

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

Mr. Vineet Nayyar served on your Board since January 17, 2005. He served as Managing Director

& CEO till August 10, 2012. Mr. Vineet Nayyar was appointed as Executive Vice Chairman with effect from August 10, 2012 till August 10, 2015. Thereafter, he continued as 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 guidance of 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 the governance policies. The Board Members are regularly updated on changes in Corporate and allied laws, Taxation laws & matters thereto. MD & CEO along with Senior Leadership conducts an exclusive quarterly session for the Board Members sharing updates about the Company's business strategy, operations and the key trends in the IT industry relevant for the Company. These updates help the Board Members to keep themselves abreast with the key changes and their impact on the Company. The details of programmes for familiarisation of the Independent Directors with the Company are available on the Company'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 with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for evaluation of the Board as a whole, evaluation of the Committees and peer evaluation. The summary of the evaluation reports was presented to the respective Committees and the Board 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 Senior Management ii. Policy on remuneration to the Directors, Key Managerial Personnel and Senior Management and other Employees The extract of these two policies are provided in

"Annexure III".

SUCCESSION PLAN

In accordance with the principles of transparency and consistency, your Company has adopted governance policies for Board of Directors, KMP & Senior Management appointments, remuneration & evaluation. These governance policies inter alia outline Succession 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. Gurnani, Managing Director & Chief Executive Officer, Mr. Milind Kulkarni, Chief Financial Officer and Mr. Anil Khatri, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company during the year.

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

STATUTORY AUDITORS

The members, in the 30th Annual General Meeting held on August 1, 2017, appointed M/s. B S R & Co. LLP, Chartered Accountants, [Firm's Registration No. 101248W/W-100022] as the Statutory Auditors (‘BSR') of the Company, to hold office for a term of five years from the conclusion of the 30th Annual General Meeting (AGM) of the Company held in the financial year 2017-18 until the conclusion of the AGM of the Company for the financial year 2021-22 on such remuneration as may be determined by the Board of Directors.

Pursuant to the amendment to Section 139 of the Companies Act, 2013 which was notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no longer required.

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the extract of the Annual Return in Form MGT-9 is attached as "Annexure V".

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 in "Annexure VI".

None of the directors or Managing Director 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 of the Company are given in Form MGT-9 forming part of the Directors Report.

PARTICULARS OF EMPLOYEES

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

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company laid down Prevention of Sexual Harassmentpolicyanditismadeavailableonthewebsite of the Company. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EMPLOYEE STOCK OPTION SCHEMES

During the year under review, there were no material changes in the Employee Stock Option Schemes (ESOPs) of the Company and the Schemes are in compliance with the SEBI Regulations on ESOPs. As per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular dated June 16, 2015 the details of the ESOPs are uploaded on the Company's website; 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 50,00,000 Options to be granted to the employees exercisable into equity shares. This is forming part of the Notice of the ensuing Annual General Meeting for approval of shareholders.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

RISK MANAGEMENT

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

ESTABLISHMENT OF VIGIL MECHANISM

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

DEPOSITS / LOANS & ADVANCES, GUARANTEES OR INVESTMENTS

Your Company has not accepted any deposits from the public during the year under review. The particulars of loans/advances, guarantees and investments under Section 186 of the Companies Act, 2013 are given in the notes forming part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, ("The Listing Regulations"), during the financial year were in the ordinary course of business and at an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no transactions with related parties in the financial year which were in conflict with the interest of the Company and requiring compliance of the provisions of Regulation 23 of the Listing Regulations. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes forming part of the Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company's website; https://www.techmahindra.com/sites/ ResourceCenter/Brochures/investors/corporategovernence/ Related-Party-Transactions-Policy.pdf

The particulars of related party transactions in prescribed Form AOC - 2 are attached as "Annexure 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 read with Rule 8 of the

Companies (Accounts) Rules, 2014 are provided in "Annexure VIII" which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR vision of your Company is "Empowerment through Education."

In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your Company constituted a Corporate Social Responsibility (CSR) Committee. Your Board of Directors laid down the CSR Policy, covering the Objectives, Focus Areas, Governance Structure and Monitoring & Reporting Framework among others. The policy is available at https://www.techmahindra.com/society/default.aspx. Your Company's social initiatives are carried out by Tech Mahindra Foundation and Mahindra Educational Institutions.

TECH MAHINDRA FOUNDATION (TMF)

The Foundation was set up in 2007, as a Section 25 Company (referred to as a Section 8 Company in the Companies Act, 2013). Since then, it has worked tirelessly towards the vision of "Educated, skilled and able women and men are a country's true strength", establishing itself as a prominent CSR player within the Mahindra Group as well as a leading social organization at the national level. The Foundation essentially works with children and youth from urban, disadvantaged communities in India. During the year under review, Tech Mahindra Foundation has successfully steered 160+ high-impact projects with 90+ partners, reaching out to 150,000+ children and youth across these locations.

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 school improvement programmes, in partnership with local governments and partner organisations. The Foundation has adopted 60+ schools across India and is working with 18 partners to turn them around completely into model schools of excellence. ARISE+ initiatives encompass educational empowerment programmes for children with disabilities.

Shikshaantar

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

(ITEI), where teachers from nearly 400 primary schools receive quality training on a regular basis. In addition, the Foundation has also worked with Municipal Corporations in Chennai, Bengaluru, Hyderabad, Pune & Thane for strengthening capacities of government school teachers.

Employability

Skills for Market Training (SMART) is the Foundation's flagship programme in employability. It is built on the vision of an educated, enlightened and employed India, and a belief that educated and skilled youth are the country's true strength. The programme started with 3 Centres in 2012 and is currently running 100 Centres at 11 locations across India. These include SMART Centres, SMART+ Centres (training for people with disabilities), and SMART-T Centres (training in technical trades). In 2017-18, your Company trained more than 16,000 young women and men under its SMART programme. More than 70% of the graduates are placed in jobs upon successful completion of the training, across multiple industries.

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

MAHINDRA EDUCATIONAL INSTITUTIONS (MEI) Technical Education

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

MEC campus, surrounded by the sprawling green Tech Mahindra Technology Centre in Hyderabad, India, is equipped with state-of-the-art academic infrastructure. To support its strong research vision MEC has set up relevant high technology laboratories for learning, media, design thinking and research. MEC has hosted many of the Company's customers on their visit to Tech Mahindra Technology Center (TMTC), Hyderabad. The customers express surprise and delight at the presence of MEC and its pedagogy aimed at shaping 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 integrating sustainability into all aspects of the business and develop strategies for Environmental, Social and Governance (ESG) dimensions. The Company has defined strategies to leverage sustainable opportunities to create value for its stakeholders and help emerge as a more efficient organization with increasingly optimized business processes. With a structured stakeholder programme the Company has been able to design strategies and initiatives to build solutions which not just improve its sustainability credentials but reinforce the overall business philosophy too. The Company's responsibilities and emphasis on its green eco-system is seen through various energy, water and waste reduction initiatives that have helped cut down carbon emissions, made it more energy-efficient and help mitigate its environmental impact. Tech Mahindra is moving towards carbon neutrality through various Sustainability initiatives and best practices. The Company is striving to reduce the carbon footprint by installing solar modules, retrofitting LEDs, installing motion sensors, using star rated equipment and recycling waste water. The Company has digitalized internal communications with virtual meetings through tele/audio-conferencing, which brings down meeting-related travel and other costs considerably. Your Company is investing in Green Solutions like smart grid, smart cities, smart waste management systems and electric vehicle charging systems. Your Company is also working with suppliers and vendors to cut down on logistics and transportation and thus reduce the emissions. The recent leadership position and achievements across platforms encourage us to strive for excellence and aim even higher.

Few of the recognitions bestowed upon are:

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

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

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

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

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

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

AWARDS AND RECOGNITION

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

• Digital Transformation Service Provider of the Year - Telecom 2017 from Frost and 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 2017 All-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 Best Companies for Women in India

• Business World HR Excellence Award In Technology & Learning

• Best Company in terms of Information Security Implementation at the IT Innovation & 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 to AT&T affiliates

ACKNOWLEDGEMENTS

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

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

   

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