Your Directors are pLeased to present the Thirty-Eighth Annual. Report of the Company along with the
audited accounts for the financial year ended 31^st March, 2025.

FINANCIAL SUMMARY

# The previous years' figures are appropriately restated to give effect to merger of wholly-owned subsidiaries made effective
during the financial year under review.

OPERATIONAL HIGHLIGHTS AND
FINANCIAL OVERVIEW

Enterprises across geographies and industries are
increasingly embracing technology to enhance
agility and improve efficiency. They see technology
companies as strategic partners in their efforts to
drive growth in both revenue and profitability.

Today, as enterprises embark on a phase of
transformation opportunities enabled by
advancements in Generative AI and automations,
enterprises are reimagining their operations,
processes, and systems to become a future-ready
'AI enabled' organizations.

The Company continues to remain a trusted
partner of choice for its existing as weU as
prospective customers, as they seek to scale
and capture the full value from AI beyond pilot
programs and proof of concepts.

The Company's 'AI Delivered Right' strategy
— centered on Productivity, Transformation,
Innovation, and Assurance, aims to provide
scalable and secure Generative AI solutions.

This newly launched AI strategy is deeply rooted in
the Company's longstanding approach to business,
which emphasizes strong customer centricity and

trusted partnerships. This commitment is reflected
in the Company's improved Net Promoter Score
("NPS") over the past year, positioning it in the top
quartiLe for customer satisfaction among global. IT
services peers.

In addition to the NPS improvement, the
Company also achieved a higher Employee
Satisfaction Score, indicating the positive cultural
transformation currently underway.

Further reinforcing its leadership, the Company
earned recognition from global research analysts,
securing a position in one of the top two quadrants
in 90% of the assessments it participated in.

These enhancements in organizational culture
and operational effectiveness have coLLectiveLy
contributed to stronger financial performance.

Consolidated Financial Performance

For the financial year 2024-25, your Company
reported revenue from operations of
' 529,883 Mn, representing a 1.9% growth over
previous year. Operating Profit for the year, rose to
' 51,382 Mn, up by 63.3% from ' 31,474 Mn in
the previous year. The resultant EBIT Margin for
the year stood at 9.7%, an expansion of 360 basis
points over the previous year.

The growth in consolidated revenue in financiaL
year 2024-25 was primarily driven by strong
performance in your Company's BFSI, RetaiL,
Transport & Logistics, and HeaLthcare &
Lifesciences verticals. This was supported by
deeper engagements within existing accounts
and the successful scaLing of new cLients
acquired during the year. Despite pressures in
the Communications, Hi-Tech, and Manufacturing
verticaLs, where market conditions remain
cautious, your Company continued to make steady
progress in diversifying its revenue mix across key
markets, segments, and business verticaLs.

Improved consoLidated profitabiLity for the
financiaL year 2024-25 was the resuLt of
consistent operationaL exceLLence driven by
strong execution, operationaL Leverage, and
discipLined cost management. The management
remains committed to intensifying these efforts
as it continues to pursue the Company's stated
profitabiLity targets.

Throughout the year, your Company's management
had undertaken severaL initiatives to arrest
revenue decLines and to improve its profitabiLity.
More importantLy, your Company successfuLLy met
the strategic goaLs it had set at the beginning of the
year: stabiLizing the organization, strengthening
key customer reLationships, and buiLding a robust
foundation for future growth. With focused
investments in taLent, Leadership, and capabiLities,
your Company is positioning itseLf to acceLerate
progress toward its organizationaL goaLs, deLiver
on its capitaL aLLocation commitments, and to
maximize vaLue for its sharehoLders.

Standalone Financial Performance

On a standaLone basis, your Company reported
Revenue from Operations of ' 446,172 Mn for
financiaL year 2024-25, deLivering a growth of
4.5% for the year. The Net Profit after Tax grew
by 69.9% to ' 35,061 Mn compared to ' 20,637
Mn in the previous year.

Earnings Per Share (EPS)

On a ConsoLidated basis, the Basic EPS of the
Company stood at ' 48.00 for the financiaL
year ended 31^st March, 2025 as against ' 26.66
for previous year and the DiLuted EPS stood at
' 47.91 as against ' 26.58 in the previous year.

Accounting Method

The Audited ConsoLidated and StandaLone
FinanciaL Statements of the Company compLy
with the requirements of Section 129 of
the Companies Act, 2013 ("the Act") and
are prepared in accordance with the Indian
Accounting Standards ("Ind AS") as notified under
Section 133 of the Act read with the Companies
(Accounts) RuLes, 2014 and other appLicabLe
provisions of the Act and the Securities and
Exchange Board of India (Listing ObLigations and
DiscLosure Requirements) ReguLations, 2015
("the SEBI Listing Regulations").

The AnnuaL Audited ConsoLidated and StandaLone
FinanciaL Statements of the Company are prepared
on a going-concern basis.

Audit and publication of Financials

The Company's ConsoLidated and StandaLone
FinanciaL ResuLts are subject to Audit on a
quarterLy basis. The Audited ConsoLidated and
StandaLone FinanciaL Statements and ResuLts are

uploaded on the websites of the stock exchanges,
where equity shares of the Company are Listed
and on the website of the Company which
can be accessed at the weblink: https://www.
techmahindra.com/investors/

Change in the nature of the business

There have been no changes in the nature of the
business and operations of the Company during
the financial year under review.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of Regulation 43A
of the SEBI Listing Regulations, the Company
has formulated a Dividend Distribution Policy,
which inter alia, sets out the parameters and
circumstances to be considered by the Board
of Directors ("Board") whiLe determining the
distribution of dividends to its shareholders.

The Dividend Distribution Policy of the Company
balances the objectives of rewarding the
shareholders through capital return (dividends
and/or buyback) and retaining capital to invest in
the growth of the Company. To this end, the Board
of Directors at its meeting held on 25^th April,
2024 amended the Dividend Distribution Policy
to provide for a minimum payout ratio of 85% or
more of free cash flow generated over five years,
in form of Dividends and/or Buyback.

The payout wiU be determined based on available
financial resources and investment requirements,
reflecting your Company's commitment to
delivering value and ensuring optimal returns to
shareholders.

The Dividend Distribution Policy of the Company
is enclosed as Annexure I to this report and can
also be accessed on the website of the Company
at the weblink https://insights.techmahindra.com/
investors/tml-dividend-distribution-policy.pdf

DIVIDEND

Dividend payouts

During the financial year 2024-25, your Company
has paid out ' 42,065 Mn as Dividends to its
shareholders, in the foUowing manner:

The aforesaid Dividends were paid by the Company
within prescribed timelines, through permissible
modes via electronic transfer and warrants/
demand drafts for cases where bank account
details were inadequate or electronic transmission
had failed.

Final Dividend recommended for
FY 2024-25

Considering the financial performance and
cashflows of the Company for financial year
2024-25 and in line with the Dividend Distribution
Policy, your Directors are pleased to recommend
a Final Dividend of ' 30/- per equity share of ' 5/-
each fully-paid (i.e. 600% on face value).

Book Closure Date

The Final Dividend for financial year 2024-25 will
be subject to approval of Members at the ensuing
AnnuaL General Meeting ("AGM") and payable to
those shareholders whose names appear in the
Register of Members/Ust of beneficial owners as
on the record date i.e. 4^th July, 2025. The share
transfer books of the Company wiU remain dosed
for the purpose of reckoning entitlement of the
proposed Final Dividend from 5^th July, 2025 to
17^th July, 2025 (both days inclusive).

The total Dividend for the financial year 2024-25
(Interim and Final Dividend, if approved) wiU be
' 45/- per share (i.e. 900% on face value) against
the dividend of ' 40/- per share (i.e. 800% on face
value) paid for the financial year 2023-24.

The Company declares and pays dividend in Indian
rupees, after deducting appLicabLe withholding
taxes in India. The remittance of dividends outside
India is governed by Indian law on foreign exchange
and is also subject to withholding tax at applicable
rates.

Transfer to reserves

The Board of Directors has decided not to
transfer any amount to the General Reserve for
the financial year under review.

CREDIT RATING

The Long-term and Short-term credit facilities
(fund and non-fund based) of the Company
are rated by CARE Ratings Limited. During the
financial year under review, CARE Ratings Limited
re-affirmed and retained its credit rating of AAA
for the long-term bank facilities and A1 + for short
term credit facilities availed by the Company.
The outlook on the long-term rating continues to
be stable. The liquidity position of your Company
is strong, supported by its cash & bank balance
and liquid investments of ' 41,972 Mn as on
31^st March, 2025.

The re-affirmed credit rating reflects your
Company's strong financial profile characterised
by a high degree of safety regarding timely
servicing of its financial obligations.

The Company does not have any debt instrument
or any fixed deposit programme or any scheme
involving mobilization of funds, in India or abroad.

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 your Company that have occurred between the
end of the financial year to which the financial
statements relate and the date of this report.

MERGER

As part of the Company's growth strategy the
Company is actively pursuing integration and
rationalisation of its portfolio companies to
optimize the operational costs and margins.

In line with the company's strategic vision of
integration and rationalisation of subsidiaries, the
Board of your Company had, at its meetings held

on 24^th October, 2023 and 24^th January, 2024,
subject to requisite approvals/consents, approved
the Scheme of Merger of Perigord Premedia (India)
Private Limited ("PPIPL"), Perigord Data SoLutions
(India) Private Limited ("PDSIPL"), Tech Mahindra
Cerium Private Limited ("TMCPL") and Thirdware
SoLution Limited ("TSL"), whoLLy-owned subsidiaries
of the Company, with the Company and their
respective shareholders with the appointed date
as 1^st April, 2024 or such other date as may be
directed or approved by the NationaL Company
Law TribunaL, Mumbai Bench ("NCLT") or any other
appropriate authority.

The Hon'bLe NationaL Company Law TribunaL,
Mumbai bench vide its order dated 19^th December,
2024 approved the scheme of merger and the said
Scheme became effective on 23^rd January, 2025.

Upon the scheme becoming effective, the entire
assets, liabilities and authorised share capital of
PPIPL, PDSIPL, TMCPL and TSL was transferred
to the Company with effect from the appointed
date 1^st ApriL, 2024. No equity shares were
allotted in lieu or exchange of the shareholding
of the Company in PPIPL, PDSIPL, TMCPL and TSL
and the equity shares held in the said transferee
companies, stood cancelled on the effective date
without any further act, instrument or deed.

PPIPL, PDSIPL, TMCPL and TSL ceased to be
wholly-owned subsidiaries of the Company on
23^rd January, 2025.

Further the Board at its meeting held on
24^th April, 2025 subject to the requisite approvals/
consents, approved the Scheme of Merger by
Absorption of Zen3 Infosolutions Private Limited,
Tech Mahindra Enterprise Services Limited and
Begig Private Limited, wholly owned subsidiaries
of the Company with the Company and their
respective sharehoLders ("Scheme") under Section
230 to 232 and other applicable provisions of
the Act. The appointed date of the Scheme is
1^st April, 2025.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES OF THE COMPANY

As on 31^st March, 2025, the Company has 141
unlisted subsidiaries, 11 associate companies and
1 joint venture.

A report on the highlights of the performance
and financial position of each of the Company's
subsidiaries, associate and joint venture

companies is included in the Consolidated
Financial. Statements and the saLient features of
their FinanciaL Statements and their contribution
to overaLL performance of the Company as
required under Section 129(3) of the Act read
with the rules framed thereunder, is provided in
Form AOC-1 in Annexure II to this report.

Integration of our portfolio companies progressed
weLL. Our portfolio companies are now fuLLy
integrated into our sales organisation, operating
under one unified team for seamless service
offerings to clients.

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, or associate
companies during the year under review are
provided in Annexure III.

There was no material change in the nature of the
business of the subsidiaries or associates of the
Company during the financial year 2024-25.

INVESTOR RELATIONS

Throughout the financial year, the Company
continued its interactions with domestic
and overseas analysts, investors, and funds,
establishing a relationship of transparency and
mutual understanding.

The Management of the Company engages
with the investor community through different
means such as one-on-one meetings, group
meetings, conducting road shows, participation
in conferences organized by investors/broking
houses and, annual general meeting. Additionally,
the Company conducts quarterly earnings
conference caLLs/meets with investors, analysts
and funds, foLLowing the announcement of its
audited financial results.

These interactions take place either virtuaLLy
(audio and/or video) or in person and aim to provide
a comprehensive overview of the Company's
operations, business and financial performance,
as weLL as industry developments.

The Company reLeased its FY27 vision - "ScaLe
at Speed" and outlined the strategy to achieve
it. The Managing Director & CEO, Chief FinanciaL
Officer and the senior Leadership spent significant
time interacting with investors communicating
the strategic direction for the business, capitaL

aLLocation poLicy, pLan for scaLing up growth at
speed and addressing investor/ anaLyst queries
and concerns.

To further reinforcing its commitment to
transparency and stakehoLder engagement,
updates on the progress of the strategic pLan and
key miLestones achieved wiLL be shared on periodic
basis.

To ensure transparency and equaL access of
information to aLL stakehoLders and the generaL
pubLic, the Company upLoads reLevant detaiLs
of the scheduLes, presentations, outcomes,
recordings, transcripts etc. of the interactions
heLd on its website and on the websites of the
Stock Exchanges where its equity shares are
Listed.

The investor reLations information can be
accessed on the Company's webLink: https://www.
techmahindra.com/investors/ and are hosted on
the website of the Company for a minimum period
of five years and thereafter as per the ArchivaL
PoLicy of the Company.

During the financiaL year under review, the Company
adopted the Investor Grievance RedressaL PoLicy
(incLuding EscaLation Matrix) to promote and buiLd
prompt Investor Grievance redressaL mechanism
and investor friendLy reLations. The said PoLicy
recognised the Investors' right and access to
reach out to the Company to enabLe them to raise
a query or record a grievance, which wouLd aLso
enabLe the Company to use investors' views as a
feedback mechanism.

Silent period

The Company, voLuntariLy as a good governance
practice, observes a 'SiLent/Quiet period' prior
to the announcement of its quarterLy & annuaL
financiaL resuLts to safeguard price sensitive
information and avoid unintended sLippage of
information. During this period, no interactions
are heLd with investors, anaLysts, funds or media
houses to ensure protection of Company's
UnpubLished Price Sensitive Information.

QUALITY

The Company continues its focus on quaLity and
strives to aLways exceed customer expectations.
During the financiaL year under review, it
continued to strengthen the impLementation
of QuaLity systems by undergoing CMMI v3.0
Benchmark appraisaL for both DeveLopment and

Services. The Company is appraised at CMMI
Maturity Level. 5 for both Development and
Services (maturity LeveL 5 being the highest LeveL).
It underwent various upgrade and recertification
audits for muLtipLe standards during the year in
order to meet cLient demands and enhance vaLue
delivery. The Company successfully re-certified
for, ISO 13485:2016 (Quality Management
Systems for medicaL devices business within Tech
Mahindra, AS9100 Rev D (Standard for Aerospace
domain - scope of certification Limited to the
aerospace business within Tech Mahindra). It aLso
underwent recertification audit and continued
the certifications for ISO 9001:2015 (QuaLity
Management System), ISO 20000-1:2018
(Information TechnoLogy Service Management
System), ISO 27001:2022 (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 27018:2019
(security standard for protection of personaL
data in the cLoud), ISO 27017:2015 (security
controLs appLicabLe to cLoud services). Our QuaLity
Systems are aLso compLiant to ISO 17025:2017 -
Laboratory QuaLity Management Systems for our
device testing Labs.

AdditionaLLy, the 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. The Company is aLso certified
on ISO 22301:2019 (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.

The Company's 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 (TMW). These certifications are testimony of

the robustness of business processes and at Large,
the quaLity cuLture imbibed in the organization.

The Company has institutionaLized the DeLivery
Maturity Index and EarLy warning system practices
- to assess the compLiance and effectiveness
of process impLementation across the service
deLivery LifecycLe. This has enabLed, 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. ToLL gate checks, process
and adoption during the transition phase have
been further strengthened.

DIRECTORS

Composition

The Company recognizes and embraces the
importance of a diverse Board in its success. The
confLuence of Directors on the Board with different
knowLedge and skiLLs, perspective, regionaL and
industry experience, cuLturaL and geographicaL
background ensures that the Company retains its
competitive advantage.

As on 31^st March, 2025 and the date of this
report, the Board of the Company consists of
ten Directors comprising of three Non-Executive
Non-Independent Directors, an Executive Director
(Managing Director & CEO), and six Independent
Directors, of whom four are Women Independent
Directors. The Chairman of the Board is a Non¬
Executive Director.

Director Retiring by Rotation

Pursuant to the provisions of Section 152(6)
of the Act, Mr. Mohit Joshi, (DIN: 08339247),
Managing Director & CEO is LiabLe to retire by
rotation and being eLigibLe, has offered himseLf for
re-appointment at the ensuing AGM scheduLed to
be heLd on 17^th JuLy, 2025.

Changes in the Board of Directors during financiaL
year 2024-25:

Appointments/Re-appointments

Pursuant to the recommendation of the
Nomination and Remuneration Committee
("NRC") the Board of Directors of the Company,
with approvaL of the SharehoLders, approved the
foLLowing appointments/re-appointments:

Appointments:

a.    Mr. Tarun Bajaj (DIN: 02026219)

-    Additional Director (Non-Executive) with
effect from 1^st May, 2024 to 26^th JuLy,
2024

-    Independent Director (Non-Executive)
not LiabLe to retire by rotation, for a
period of five consecutive years from
26^th July, 2024 to 25^th July, 2029 (both
days incLusive).

b.    Ms. Neelam Dhawan (DIN: 00871445)

-    Additional Director (Non-Executive) with
effect from 1^st May, 2024 to 26^th July,
2024.

-    Independent Director (Non-Executive
not LiabLe to retire by rotation, for a
period of five consecutive years from
26^th JuLy, 2024 to 25^th JuLy, 2029 (both
days incLusive).

c.    Mr. Amarjyoti Barua (DIN: 09202472)

-    Additional Director (Non-Executive) with
effect from 18^th May, 2024.

-    Non-Executive Non-Independent Director
LiabLe to retire by rotation, with effect
from 26^th JuLy, 2024.

d.    Mr. Puneet Renjhen (DIN: 09498488)

-    Additional Director (Non-Executive) with
effect from 1^st October, 2024.

-    Non-Executive Non-Independent Director,
LiabLe to retire by rotation, with effect
from 30^th November, 2024.

Re-appointments:

a.    Ms. Shikha Sharma (DIN: 00043265)

-    Independent Director of the Company
not LiabLe to retire by rotation, for a
second term of five consecutive years
commencing from 1^st August, 2024 to
31^st JuLy, 2029 (both days incLusive).

b.    Mr. Haigreve Khaitan (DIN: 00005290)

-    Independent Director of the Company,
not LiabLe to retire by rotation for a
second term of five consecutive years

commencing from 1^st August, 2024 to
31^st JuLy, 2029 (both days incLusive).

c. Dr. Mukti Khaire (DIN: 08356551)

- Independent Director of the Company
not LiabLe to retire by rotation, for a
second term of five consecutive years,
commencing from 1^st August, 2024 to
31^st JuLy, 2029 (both days incLusive).

Retirement and Resignation of Directors

During the financial year 2024-25, the foUowing
Directors stepped down from the Board of your
Company:

a.    Mr. T. N. Manoharan (DIN: 01186248) and
Ms. M. Rajyalakshmi Rao (DIN: 00009420)
ceased as Independent Directors upon
compLetion of their second consecutive term
of appointment on 31^st JuLy, 2024.

b.    Mr. Manoj Bhat (DIN:    05205447),

Non-Executive Non-independent Director
stepped down from the Board of the Company
on 17^th May, 2024, in view of transition to the
role of Managing Director & CEO of Mahindra
Holidays and Resorts India Limited.

c.    Mr. Amarjyoti Barua (DIN: 09202472),
Non-Executive Non-independent Director,
stepped down from the Board of the
Company on 1^st October, 2024, in view of his
work commitments.

The Board acknowLedges and expresses
its heartfeLt gratitude for the exceptionaL
contributions made by Mr. T. N. Manoharan,
Ms. M. Rajyalakshmi Rao, Mr. Manoj Bhat and
Mr. Amarjyoti Barua during their association with
the Company.

Continuation of directorship of Mr. Anand
G. Mahindra (DIN: 00004695)

Pursuant to the recommendation of the NRC
and Board of Directors, the SharehoLders of the
Company at the AGM heLd on 26^th JuLy, 2024,
approved the continuation of Mr. Anand G.
Mahindra (DIN: 00004695) as a Non-Executive
Director of the Company, not LiabLe to retire by
rotation for term of five years in compLiance with
the provisions of ReguLation 17(1D) of the SEBI
Listing ReguLations.

DECLARATION BY INDEPENDENT
DIRECTORS

During the financial, year under review, aLL
Independent Directors have confirmed and
decLared that they meet the criteria of
Independence as laid down under Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI
Listing ReguLations. The Independent Directors
have also confirmed 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.

The Board has aLso Laid down a Code of Conduct
for Independent Directors pursuant to Section
149(8) read with Schedule IV of the Act, which is
a guide to professional conduct for Independent

Directors of the Company. aLL Independent
Directors have affirmed compLiance with this
Code for the financiaL year 2024-25.

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

LEAD INDEPENDENT DIRECTOR

Ms. Shikha Sharma, Independent Director, was
appointed as Chairperson of NRC and Lead
Independent Director of the Company with effect
from 1^st August, 2024 consequent to cessation
of Mr. T. N. Manoharan as Director and Lead
Independent Director upon retirement on 31^st
JuLy, 2024. The roLes and responsibiLities of the
Lead Independent Director are provided in the
Corporate Governance Report forming part of
this AnnuaL report.

DIRECTORS & OFFICERS LIABILITY
INSURANCE

The Company has in pLace the Directors & Officers
LiabiLity Insurance (D&O) for aLL its Directors
(incLuding Independent Directors) and Officers of
the Company in Line with Regulation 25(10) of the
SEBI Listing ReguLations.

SUCCESSION PLANNING

In accordance with the principLes of transparency
and consistency, the 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.

KEY MANAGERIAL PERSONNEL

As on 31^st March 2025, the foLLowing person are
designated as Key ManageriaL PersonneL (KMP)
of the Company pursuant to the provisions of
Section 2(51) and 203 of the Act read with the
Companies (Appointment and Remuneration of
Managerial PersonneL) RuLes, 2014:

1.    Mr. Mohit Joshi, Managing Director & CEO;

2.    Mr. Rohit Anand, Chief FinanciaL Officer; and

3.    Ms. Ruchie Khanna, Company Secretary and
Compliance Officer

Changes in KMPs

Mr. AniL Khatri superannuated from the office of
Company Secretary and Compliance Officer of
the Company with effect from cLose of business
hours on 31^st August, 2024.

The Board at its meeting heLd on 25^th October,
2023, basis the recommendation of the NRC
approved the appointment of Ms. Ruchie Khanna

as Company Secretary and CompLiance Officer
with effect from 1^st September, 2024 in view of
the superannuation of Mr. Khatri.

The Board pLaces on record its appreciation for
the exempLary services rendered by Mr. AniL Khatri
during his Long-standing association with the
Company.

BOARD MEETING AND ANNUAL GENERAL
MEETING

A caLendar of Board Meetings is prepared and
circuLated weLL in advance to the Directors.

During the financiaL year 2024-25, four Board
meetings were heLd on 24^th and 25^th ApriL, 2024,
25^th and 26^th JuLy, 2024, 18^th and 19^th October,
2024 and 16^th and 17^th January, 2025. The
maximum intervaL between any two meetings did
not exceed 120 days as prescribed in the Act and
SEBI Listing ReguLations.

The Independent Directors of the Company meet
without the presence of other Directors or the
Management of the Company on a quarterLy basis.

The detaiLs on the Company's Board processes
and meetings heLd during the financiaL year under
review incLuding attendance of the Directors
thereat, is provided in Corporate Governance
Report that forms part of this AnnuaL Report.

The 37^th AGM of the Company was heLd on 26^th
JuLy, 2024 through Video Conferencing / Other
Audio VisuaL Means in compLiance with the
circuLars issued by the Ministry of Corporate
Affairs and SEBI, in this regard. ALL Board Members
were present at the 37^th AGM of the Company.

COMMITTEES OF THE BOARD

As on 31^st March, 2025 and the date of this report,
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 composition
and changes therein, terms of reference of each
Committee and the meetings heLd during the year
are given in the Corporate Governance Report,
which forms part of this AnnuaL Report.

AUDIT COMMITTEE

As on 31^st March, 2025 and the date of this
report, the Audit Committee of the Company
comprised of four Non-Executive Directors out
of which three are Independent Directors. ALL
members of the Audit Committee including the
Chairman possess strong accounting and financiaL
management knowLedge.

Composition of Audit Committee

1. Mr. Tarun Bajaj, Independent Director -
Chairman

2.    Mr. Haigreve Khaitan, Independent Director -
Member

3. Dr. Mukti Khaire, Independent Director -
Member

4.    Mr. Puneet Renjhen, Non-Executive Director -
Member

Changes in Audit Committee members

•    Mr. T. N. Manoharan ceased as the Chairman
and Ms. M. RajyaLakshmi Rao ceased to be
Member of the Committee upon compLetion
of their tenure with the Company on 31^st JuLy,
2024.

•    Mr. Manoj Bhat ceased to be Member of
the Committee on 17^th May, 2024 upon his
cessation as Director of the Company.

•    Mr. Amarjyoti Barua was appointed as a
Member of the Committee with effect from
18^th May, 2024 and ceased to be Member of
the Committee on 1^st October, 2024 upon his
cessation as Director of the Company.

•    Mr. Tarun Bajaj was appointed as the Chairman
& Member of the Committee with effect from
1^st August, 2024.

•    Dr. Mukti Khaire was appointed as Member of
the Committee with effect from 1^st August,
2024.

•    Mr. Puneet Renjhen was appointed as a
Member of the Committee with effect from
19^th October, 2024.

ALL the recommendations of Audit Committee
were accepted by the Board.

Other Board Committees

DetaiLs of other Board Committees constituted
under the Act, the SEBI Listing Regulations and
voLuntariLy by the Board, their compositions,
Meetings heLd, attendance of the Members at
the Committee Meetings are provided in the
Corporate Governance Report which forms part
of this AnnuaL Report.

The composition of the Board Committees is aLso
upLoaded on the website of the Company and
can be accessed through the webLink: https://
insights.techmahindra.com/investors/tmL-board-
committees_0.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your
Directors, based on the representation(s) received
from the Operating Management and after due
enquiry, confirm that:

1.    in the preparation of the annuaL accounts,
the appLicabLe accounting standards have
been foLLowed aLong with proper expLanation
reLating to materiaL departures, if any;

2.    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 31^st March, 2025 and of
the profit of the Company for the financiaL
year ended on that date;

3.    proper and sufficient care had been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irreguLarities;

4.    the annuaL accounts have been prepared on a
going concern basis;

5.    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;

6.    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 in pLace internal, financial.
controLs to commensurate with the size, scaLe,
and complexity of operations of the Company.
Regular audits and review processes ensure
that such systems are reinforced and further
improvised on an ongoing basis. These controls are
adequate and operating effectively thus 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.

During the financiaL year under review, the
Company engaged an externaL independent
consuLtant to review and assess the design and
operating effectiveness of the InternaL FinanciaL
Controls. The findings of the assessment indicated
that there were no material weaknesses in the
effectiveness of the internaL controL systems,
and no major deficiencies were identified in their
design or operation.

The Company's internaL financiaL controLs were
aLso assessed and examined by the Statutory
Auditors, who have provided an unmodified
opinion regarding their adequacy and operating
effectiveness as of 31^st March, 2025. During the
financial year under review, neither the Internal
Auditor nor the Statutory Auditors issued any
Letters indicating weaknesses in the internaL
controLs.

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.

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 during the year under review.

AUDITORS

Statutory Auditors

The Members had at the 35^th AGM held on
26^th JuLy, 2022, appointed 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
until the conclusion of the AGM for the financial
year 2026-27 on such remuneration as may
be determined by the Board of Directors. The
Statutory Auditors hoLd a vaLid peer review
certificate as prescribed under the SEBI Listing
ReguLations.

There are no quaLifications, reservations, adverse
remarks or discLaimers made by the Statutory
Auditor in the Audit Report on the StandaLone
and ConsoLidated FinanciaL Statements of the
Company for the financial year 2024-25.

The Audit Report on the StandaLone and
ConsoLidated FinanciaL Statements for financiaL
year 2024-25, issued by the Statutory Auditors of
the Company, forms part of this AnnuaL Report.

ALL services rendered by the Statutory Auditors
are pre-approved by the Audit Committee. During
the financiaL year under review, the Statutory
Auditors have not offered any prohibitory services
to the Company or subsidiary company of the
Company. DetaiLs of fees/remuneration paid to
Statutory Auditors for the financiaL year 2024¬
25 are provided in Report on the Corporate
Governance Section of this AnnuaL Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s Makarand
M. Joshi & Co., Practicing Company Secretary
(Certificate of Practice: 3662), to undertake the
SecretariaL Audit of the Company for the financiaL
year 2024-25. The SecretariaL Auditor hoLd a vaLid
peer review certificate as prescribed under the
SEBI Listing ReguLations.

The Company has aLso undertaken an Annual.
Secretarial Compliance audit for the financiaL year
2024-25 for aU applicable compliances as per
SEBI ReguLations and CircuLars / GuideLines issued
thereunder.

There are no observations, reservations,
qualifications or adverse remark or disclaimer
made by the Secretarial Auditor in the aforesaid
Reports.

The Secretarial Audit Report for financial year
2024-25 is annexed as Annexure IV to this report.

Further, the Board of Directors at their meeting
held on 23^rd and 24^th April, 2025, have approved
the appointment of M/s Makarand M. Joshi &
Co., Practicing Company Secretary (Certificate
of Practice: 3662) as Secretarial Auditor of the
Company for a term of five consecutive years
i.e. from financial year 2025-26 to financial year
2029-30 subject to approval of the Shareholders
at the ensuing AGM.

The Company does not have any material unlisted
subsidiaries incorporated in India and hence the
requirement of undertaking Secretarial Audit
thereof is not applicable to the Company.

Internal Audit

The Company has in place an adequate internal
audit framework to monitor the efficacy of the
internal controls with the objective of providing
to the Audit Committee and the Board, an
independent, objective and reasonable assurance
on the adequacy and effectiveness of the
Company's processes. The Board has appointed
Mr. Sudeep Chopra as the Internal Auditor of the
Company with effect from 1^st September, 2021,
who functionally reports to the Chairman of the
Audit Committee. The Internal Audit function
develops an audit plan for the Company, which
inter-alia, covers core business operations as
well as support functions which is reviewed and
approved by the Audit Committee on an annual
basis. The Internal Audit approach verifies
compliance with the operational and system
related procedures and controls.

Significant internal audit observations are
presented to the Audit Committee, together
with the status of the management actions
and the progress of the implementation of the
recommendations on a quarterly basis.

Reporting of Frauds by Auditors

During the financial year under review, neither the
Statutory Auditors nor the Secretarial Auditor
have reported any instances of frauds committed
in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of
the Act.

Compliance Management

The Company has an internal Global Compliance
Management TooL viz. GCMS which provides
system-driven alerts to the respective owners
for complying with the applicable laws and
regulations. Certificates capturing the compliance
status of aU laws and regulations applicable to
the Company are generated at the end of each
quarter and signed by the Managing Director for
reporting to the Board.

COST RECORDS

Maintenance of cost records and requirement
of cost audit as prescribed under the provisions
of Section 148(1) of the Act read with the
Companies (Cost Records and Audit) Rules, 2014
is not applicable for the business activities of the
Company.

COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company complies with the applicable
secretarial standards i.e. SS-1 and SS-2, relating to
'Meetings of the Board of Directors' and 'General
Meetings' respectively, issued by the Institute of
Company Secretaries of India.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3)
read with Section 134(3)(a) of the Act and rules
framed thereunder, the Annual Return in Form
MGT-7 is uploaded on the website of the Company
and can be accessed at the weblink: https://www.
techmahindra.com/investors/annual-reports-
fRings/

POLICIES

The details of the Key Policies adopted by the
Company, amendments therein during the year
under review and the weblink to access these
policies are mentioned at Annexure V and forms
part of this report.

The Policy is uploaded on website of the
Company and can be accessed from the weblink:
https://insights.techmahindra.com/investors/
Governance-PoLicies-incLuding-remuneration-to-
Directors-KMPS.pdf

POLICY ON PREVENTION OF SEXUAL
HARASSMENT

The Company has zero tolerance with respect
to Sexual Harassment at workplace. To this end,
the Company has adopted the Prevention of
SexuaL Harassment ("POSH") poLicy to provide a
safe, secure and enabling environment, free from
sexual harassment. The Policy is gender neutral
and the framework ensures complete anonymity
and confidentiality. all employees (permanent,
contractual, temporary, trainees) as defined under
the POSH Act are covered in this Policy.

The Company has set up an InternaL CompLaints
("IC") Committee in compliance with the Women at
WorkpLace (Prevention, Prohibition & RedressaL)
Act, 2013 ("POSH Act"), to redress compLaints
received regarding sexual harassment.

The POSH Policy of the Company is published in
eight languages for broader accessibility on the
website of the Company at the weblink: https://
insights.techmahindra.com/investors/Policy-on-
Prevention-of-SexuaL-Harassment.pdf

The Company conducts focused campaigns
awareness drives on the POSH poLicy. Furthermore,
employees are required to undertake a mandatory
certification on POSH to sensitize themseLves
and strengthen their awareness.

During the financial year, mandatory training on
POSH were conducted (online and/or physical)
with an improved and interactive approach.
Training to IC members was aLso imparted.

The status of compLaints received under POSH
and redressed by the POSH Committee of the
Company, during financial year 2024-25, are given
beLow:

a)    Number of compLaints received during the
financial year 2024-25 - 83

b)    Number of compLaints resoLved during the
financial year 2024-25 - 79*

c)    Number of compLaints pending for resoLution
as at the end of the financial year 2024-25 - 16

‘Includes 12 compLaints received during the previous year
and redressed during the financial year under review.

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 SEBI Listing Regulations, issued by the
Statutory Auditors of the Company, forms part of
this AnnuaL Report.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

RISK MANAGEMENT

The Company has deveLoped and impLemented a
weLL-defined Enterprise Risk Management PoLicy,
which is approved by the Board. The PoLicy works
at various LeveLs across the organisation and
serves as a guideLine to the overaLL enterprise
risk management approach. It defines the risk
universe, process of identification of various key
roLes and responsibiLities of the Risk Management
Committee, Chief Risk Officers and Risk Owners,
the ResponsibLe AccountabLe ConsuLted &
Informed (RACI) matrix.

The Company has constituted a Risk Management
Committee of the Board of Directors operates
under a charter approved by the Board and is
authorized to monitor and review risk management
plan and framework. The Risk Management
Committee periodicaLLy reviews the Enterprise
Risk Register which is presented by the Chief Risk
Officer. As part of the Enterprise Risk Register,
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 detaiLed in the Management Discussion and
AnaLysis Report.

VIGIL MECHANISM

The VigiL Mechanism as envisaged in the Act read
with the RuLes prescribed thereunder, and the
SEBI Listing ReguLations is impLemented through
the Company's Whistle- Blower Policy. The Whistle
Blower Policy is published in ten languages on the
website of the Company for broader accessibility.

The policy sets out ways through which the
stakehoLders can raise concerns and provides
necessary protection for whistLebLowers in good
faith. The scope of the PoLicy extends to aLL
Directors, empLoyees and internaL and externaL
stakehoLders of the Company to report genuine
concerns (about unethicaL behaviour, actuaL
or suspected fraud, or vioLation of the Code)
and provides for adequate safeguards against
victimisation of persons who use such mechanism.
The Policy also contains provision for direct
access to the Chairman of the Audit Committee, in
special circumstances.

The WhistLe BLower PoLicy is avaiLabLe on the
Company's website and can be accessed at
the webLink: https://insights.techmahindra.com/
investors/WhistLeBLower_PoLicy.pdf

A report on the whistLe-bLower compLaints
received, disposed and pending, is pLaced before
the Audit Committee for its review, on quarterLy
basis. During the financiaL year, the Company
received 99 whistle-blower complaints out of
which 98 complaints were investigated and
appropriate actions were taken. Investigation was
underway for the remaining 1 complaint as on
31^st March, 2025. all complaints are tracked and
monitored on timeLy basis.

DEPOSITS / LOANS & ADVANCES,
GUARANTEES OR INVESTMENTS

The Company has not accepted any deposits from
the pubLic or its empLoyees during the financiaL
year under review and no amount on account of
principaL or interest thereon was outstanding as
of 31^st March, 2025.

The Company has not accepted any Loans from its
Directors or from HoLding/Subsidiary/Associate/
Joint Venture Company of the Company during
the financiaL year under review.

The particuLars of Loans/advances, guarantees
given and investments made and the purpose
for which the Loan or guarantee or security is
proposed to be utiLized by the recipient of the
Loan or guarantee or security are given in the
notes forming part of the FinanciaL Statements
in compliance with Section 186 of the Act and
Regulation 34(3) read with Para A of ScheduLe V
of the SEBI Listing Regulations.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES

The Company has formuLated a PoLicy on ReLated
Party Transactions in compliance with the
provisions of the Act and SEBI Listing Regulations.
During the year under review, the PoLicy on
ReLated Party Transactions was amended to aLign
with the amendments prescribed by SEBI vide the
Securities and Exchange Board of India (Listing
ObLigations and DiscLosure Requirements) (Third
Amendment) Regulations, 2024. all transactions
entered with ReLated Parties of the Company
during the financiaL year under review were in the
ordinary course of business and at an arm's Length
pricing basis and did not attract the provisions of
Section 188 of the Act.

As per the process, necessary detaiLs for each of
the ReLated Party Transactions as appLicabLe are
provided to the Audit Committee in terms of the
Company's PoLicy on ReLated Party Transactions
and as required under the Act and the SEBI Listing
Regulations read with circuLars issued thereunder.

There were no MateriaL ReLated Party Transactions
entered into by the Company or its subsidiaries
requiring approvaL of the Members of the
Company in terms of Regulation 23 of the SEBI
Listing ReguLations and Section 188 of the Act.

Pursuant to Regulation 23(9) of the SEBI Listing
Regulations, the Company has fiLed haLf yearLy
report on ReLated Party Transactions with the
stock exchanges, within prescribed timeLines.

The Company's PoLicy on reLated party
transactions is upLoaded on the website of the
Company and can be accessed at the webLink:
https://insights.techmahindra.com/investors/
ReLated-Party-Transactions-PoLicy.pdf

The particuLars of reLated party transactions as
required under Section 134(3)(h) of the Act are
given. in prescribed Form AOC - 2 is attached as
Annexure VI and which forms part of this Report.

HUMAN RESOURCES

At the heart of your Company's success are
its associates. The Company has impLemented
muLtifaceted strategies to engage, retain and
deveLop its human taLent to cuLtivate exceLLence:

Rise: For the People

With a brand-new C-suite and executive
management team, your Company embarked
upon a boLd vision for the PeopLe that was aLigned
with its Long-term business strategy to ScaLe
at Speed. With strategic initiatives that touch
upon every aspect of the taLent LifecycLe, from
hiring to retiring and everything in between,
your Company is committed to designing human-
centered experiences. The Company understands
that making smaLL changes daiLy brings about
a significant transformation in the Long run.
This underLines the authenticity, integrity, and
transparency as key Levers of HR Leadership. In the
future, buiLding a strong taLent pipeLine, managing
top skiLLs, and transforming Leadership remain the
top priorities for your Company. The Company
expLored new approaches and activeLy invested in
taLent hiring, skiLLing and advancement initiatives.
Some noteworthy initiatives introduced this year
incLudes Winternships, a test-before-you-hire
modeL; VeLocity, a capability development program
for saLes Leaders/cLient partners; Insights 360, for
reviewing the performance of your Company's
senior Leaders; RAPID - My SkiLLs with redefined
ski LL taxonomy; SPARK intranet pLatform amongst
others. Through these initiatives, your Company
deLivered strongLy on its promise to Rise - for
a more equaL worLd, to be future-ready, and to
create vaLue for its stakeholders.

Communication: Building Purpose

In Line with your Company's carefuLLy crafted
360-degree communication framework, it has
adopted a new medium for company-wide connect.
The new "SPARK" intranet provides simplified
access to updates, resources, and voices across
teams and geographies. It is a significant step
in buiLding a more connected, transparent, and
coLLaborative digitaL workpLace. SPARK refLects
the effective communication process at the heart
of your Company's cuLture. The Company beLieves
in keeping associates connected and informed
through muLtipLe media channeLs. SPARK is
one such channeL that gives them purpose and
empowers them to contribute meaningfuLLy to
your Company's shared goaLs and vision.

Hiring: Brand-Aligned Selection

The Company beLieves a rigorous recruitment
process ensures candidates embody its core
vaLues and dispLay organizational citizenship

behaviors. Hence, your Company uses merit-based
evaluation to assess professional capabilities
and precise role alignment comprehensively.
The Company has introduced RAPID "My Skills
and My Demand" under the RAPID initiative as a
part of cultural change management to simplify
systems & processes. It also implements Standard
Red Demand Creation with 80% auto-population
through deep integration with underlying HR
management systems. Through Winternships,
your Company inducted candidates from top
colleges for long-term internships in the areas
of management, research, and technology. The
Company continues to leverage AI-based match
recommendations (best match, near match)
with global custom search capabilities linked
to availability and location. Through this, your
Company promotes cross-pollination across
Practice and Service Lines to maximize resource
utilization.

Wellness: Holistic wellbeing

The 'Wellness Before Business' mantra followed
by the Company has ensured the holistic and
collective wellbeing as well as safety of its
stakeholders like associates, customers and
partners. The WeaLth of WeLLness ("WoW") Program
ensures preventive, personalized, and proactive
wellness across eight dimensions of wellness.
The Company has launched new policies like the
Women Support PoLicy, FLexibLe Working for New
Parents (WFO policy), etc., in response to today's
challenges. The Company also provided financial
security through Associate Welfare Trust for 442+
Associates disbursing ' 6.07 Cr. To highlight the
importance of physical wellbeing, your Company
launched Preventive Health Screening Camps,
Condition Management, Fertility Care Support
for Couples, Fitness and Diet Virtual Guidance
and Healthy Ergonomics. Mental wellbeing was
prioritized through initiatives like the Employee
Assistance Program (Counselling Support), Calm
Classroom, Virtual Self Care Corner, theme
and need-based expert webinars, People Care
Manager Program and Mental Health Playbook.

Diversity: Commitment to Inclusion

The Company demonstrates a strong commitment
to DEI (Diversity, Equity, and Inclusion) through
various initiatives such as policy updates,
enabling infrastructure, diverse talent hiring, and
leadership development across generations. The
Company follows the principles of Environment,
Engagement, Enablement, Ecosystem, and
Representation to create a long-lasting positive
impact through its diversity strategy. The

Company has designed the Maternity Assistance
Program ("MAP") to support associates
returning from maternity leave. Through the
Restart Program, your Company helps women
IT professionals resume their careers after a
break, and the Women Leaders Program builds
an internal talent pipeline for future leaders.
The Company has also established Employee
Resource Groups (ERGs) for minorities and
women. Regular sensitization and awareness
sessions ensure that associates in your Company
remain aware and respectful of different
minority groups and cultures. Additionally, your
Company has hosted several Fire-side chats
featuring women in STEAM (Science, Technology,
Engineering, Arts, Mathematics) roles to inspire
others.

Engagement: Cohort-based approach

The Company remains deeply committed to
pioneering innovation, championing sustainability,
and fostering a people-first culture. The seamless
execution of hybrid work policies underscores its
dedication to associate wellbeing while ensuring
business continuity for its valued customers.
These policies enhance work-life balance and boost
productivity by offering associates flexibility.
Furthermore, this model fosters collaboration
by bringing teams together in dynamic work
environments, driving collective success. Through
Location Councils, your Company continues
to strengthen its culture, while initiatives like
Tech2Rise drive innovation, and Josh helps foster
camaraderie and belonging. Diversity remains
a key priority in employability programs and
women leadership initiatives. Additionally, your
Company has built strong external relations
through campus hiring and corporate social
responsibility programs. This year, your Company
introduced cohort-based engagement to enhance
engagement strategies and elevate associate
experiences. This structured approach groups
individuals with shared attributes to better
understand their needs and drive impactful
interactions. By optimizing meaningful connects
and leveraging pulse checks, this strategy
ensures a quantifiable impact on business and
talent outcomes, reinforcing an environment of
connectedness, empowerment, and growth.

Learning: Transforming into Learning
Organization

The Company has designed a factory model to
create signature associates on its journey to
create a learning organization. The Company uses

Key RoLe Academies to buiLd taLent in criticaL/high-
impact roles that facilitate business. Last year,
your Company launched PM ELITE and Program
Manager Academies to deveLop signature Project
and Program Managers who can effectiveLy Lead
complex multi-disciplinary projects and programs.
Customer Academies help your Company fulfil
customer demands with the right taLent at the
right time. To stay ahead with advancements in
AI, your Company has Launched a Future SkiLLing
program enabLing the technicaL workforce to
utilize AI-Led programming to enhance productivity
and quaLity of deLiverabLes. As CLoud is becoming
pervasive across deaLs and industries, your
Company is upskiLLing and certifying employees on
HyperscaLers at scale in collaboration with aLLiance
partners. The Company has launched RAPID - My
SkiLLs, a new AI-driven skiLL management platform
that redefined skiLLs taxonomy for aLL technology
roles per industry standards. This initiative wiLL
Lead to the Latest skiLL inventory, better suppLy-
demand match, gap identification, career growth
& mobiLity for associates through skiLL-gap-
based learning. The Company's commitment
to continuous Learning and skiLL enhancement
remains unwavering, putting it on a pathway to
becoming a Learning Organization.

Leadership: Scaling up Leadership for the
New World

The Company has significantly scaled up its
Leadership deveLopment efforts to meet the
compLex Leadership chaLLenges of unprecedented
changes in the worLd. Your organization's
Leadership underwent a program on Unconscious
Bias to heLp navigate the emerging Landscape
with greater cLarity and conscious awareness.
The Company has aLso sought to bring a coaching
and mentoring cuLture to its ManageriaL cadre to
address the needs of a multi-cultural and muLti¬
generationaL workforce. To this end, your Company
has trained over two thousand managers through
its 'Manager as a Coach' program. It also launched
Career Connexions, a focused Mentor training
program to drive mentoring in the organization.
To enhance the SaLes workforce and provide
them with modern-day tooLs and techniques, your
Company Launched a focused SaLes Leadership
program, 'VeLocity' for its key saLes executives,
in coLLaboration with top Leadership schooLs of
INSEAD and ISB. The Company Leveraged the
Harvard Manage Mentor pLatform to Launch 'Front
Row with Harvard', an initiative that brings courses

and teachings from the best of Harvard Business
SchooL professors to its entire workforce.

HR Digitization: Experiencing technology

The Company continues to position technoLogy
as an integraL component of its HR strategy.
With the emergence of ArtificiaL InteLLigence
(AI), the Company has made "Ethical AI" as its
cornerstone. It has Leveraged Generative AI to
upgrade its HR chatbot, UVO. The Company
aLso uses Large Language ModeLs ("LLMs") to
anaLyze the outcomes of EmpLoyee Engagement
surveys, saving substantiaL person-hours. The
Company continues to stay connected with
its aLumni, providing a technoLogy-backed
"BLockchain" soLution to their primary requests
for Service Letters. The BeMe (Better Version
of Me) Ecosystem has been enhanced with the
'Feedforward' and 'Psychometric assessments'
moduLes. The Company continues to work on
proof of Concept covering areas such as seLf¬
deveLopment, LLMs, and robotics. The Company
has aLso re-imagined the EmpLoyee experience by
transforming its mobiLe appLications into a faster,
better, Leaner app caLLed VIBE. The Company
Leverages Data AnaLytics to provide insights into
key HR KPIs, incLuding Compensation, Rewards
and Recognition.

Shared Services: Delivering Internal
Customer Delight

The Company strives to deLiver "Customer DeLight
at every Touchpoint" whiLe understanding that
its most important customers are its associates.
The Company measures internaL customer
interactions at criticaL touchpoints through
instant feedback tooLs. The Net Promoter Score
("NPS") and average feedback scores monitor
performance. The Company has designed a
comprehensive engagement program for new
hires to heLp them integrate seamLessLy. When it
comes to shared services, automation continues
to be a key focus area. The Company has
automated associate-centric processes to deLiver
customer deLight. Power Automate technoLogy-
based automation has enabLed your Company to
provide additionaL services at an optimaL cost. The
Company continues to digitaLize its HR records,
which is expected to be compLeted by the next
financiaL year. The Company has aLso onboarded
100+ associates through the "Pradhan Mantri
Internship Scheme" and has set up internaL
processes to manage this workforce.

Performance: People-centric

As part of the Culture change management
project, your Company is making significant
strides towards creating a simplified, transparent,
innovative and performance-oriented workplace.
With the launch of Insights 360, your Company
has redefined performance management for
its senior leaders. Through this, Leaders have
discovered insights about their leadership styles,
used feedback to improve performance and
benefitted from focused coaching. The Company
is aLso aLigning its Job FamiLy Framework ("JFF")
with market standards by updating job roles,
titles and competencies. The new JFF will help
associates gain better visibility of their current
and future career paths. The Company is also
looking to simplify the goal-setting process
further to ensure clear and achievable objectives.
In addition, platforms like Career Counselling,
Reverse Mentoring, and Job Rotations have
helped your Company improve internal mobility.
The Company launched the Annual Performance
Feedback cycle in December 2024 with a target
to release Ratings and Promotion letters by
April 2025.

Recognition: Excellence through appreciation

The Company understands the importance of
timely appreciation in fostering a happy and
motivated workforce. To facilitate this, your
Company has developed KUDOS, a robust digital
platform for Rewards and Recognition. Associates
earn monetary and non-monetary rewards, badges,
and redemption points through this platform.
Through KUDOS, associates can also donate their
reward points to social causes. The Company's
annual Star Awards celebrates the outstanding
achievements of teams and individuals across
Service Lines. The Company also hosts several
other recognition programs throughout the year,
including CEO Growth Awards every quarter for
sales achievers, annual ACE Awards for consistent
performers and Long Service loyalty rewards. The
Company also extends its rewards programs to
include associates' family members and support
staff, celebrating exceptional talent on Founders'
Day every year. By nurturing a culture of
appreciation and recognition, your Company aims
to motivate and inspire its associates to strive for
excellence.

EMPLOYEE STOCK OPTION SCHEMES

Employee Stock Options are recognized as an
effective instrument to attract and retain talent
and align the interest of employees with that of
the Company, thereby providing an opportunity to
the employees to participate in the growth of the
Company and to create long-term wealth in the
hands of employees.

As on the date of this report, the Company has in
force two Employee Stock Option Schemes under
the provisions of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
("SEBI SBEB & SE Regulations")

1.    Employee Stock Option Plan - 2014 (ESOP-
2014); and

2.    Employee Stock Option Scheme - 2018
(ESOP-2018)

("CoLLectiveLy referred to as Schemes").

During the financial year under review, there were
no material changes in the Employee Stock Option
Schemes of the Company and the Schemes are in
compliance with the SEBI SBEB & SE Regulations.
M/s Makarand M. Joshi & Co., Secretarial Auditor
of the Company has reviewed and certified
that the Schemes of the Company have been
implemented in accordance with the SEBI SBEB
& SE Regulations and the resolutions passed by
the Members for the respective Schemes. The
NRC has at its meeting heLd on 23^rd April, 2025,
reviewed and taken note of the implementation
of the Schemes in line with the approvals granted
and the compliance certificate issued by the
Secretarial Auditor. Copy of the compliance
certificate will be placed at the ensuing AGM for
inspection by the Members.

During the financiaL year under review, the NRC
granted 6,75,449 stock options ("ESOPs") to
the eligible employees of the Company and the
subsidiary companies in accordance with the
Schemes approved by the sharehoLders. No eLigibLe
employee (including Director) of the Company has
been granted ESOPs equal to or exceeding 1% of
the issued share capital of the Company at the
time of grant.

In compliance with Regulation 14 of the SBEB &
SE Regulations, the disclosures on the Schemes
is uploaded on the website of the Company and
can be accessed at the weblink: https://www.
techmahindra.com/investors/annual-reports-
filings/

PARTICULARS OF EMPLOYEES AND
RELATED INFORMATION

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 Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended
from time to time, are provided as Annexure VII.

None of the Directors of the Company have
received any remuneration or commission from
any of the subsidiary companies of the Company.

The details of remuneration paid to the Directors
including the Managing Director & CEO of
the Company are provided in the Corporate
Governance Report, which forms part of
this Annual Report. During the financial year
2024-25. The annual remuneration to a single
Non-Executive Director did not exceed 50% of
the totaL annuaL remuneration payabLe to aLL Non¬
Executive Directors of the Company.

Details of employee remuneration as required
under provisions of section 197(12) of the Act
read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be made available
21 days before the AGM, Any Member interested
in obtaining a copy of the same may write to
the Company Secretary of the Company at
investor.relations@techmahindra.com

CONSERVATION    OF    ENERGY,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO

The particulars as prescribed under Section
134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 are provided
in Annexure VIII which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

At the heart of every technological innovation are
exemplary corporate citizens coming together to
create a better future for all, and that is what the
Company has always strived to do.

The Company's initiatives benefit the lives of
individuals, their communities, and the planet
that each of us calls home. From education,
and individual social responsibility, to worldwide
sustainability efforts, we are proud to do our part
in creating a brighter tomorrow.

The CSR committee of the Board oversees and
guides the CSR approach and deployment in line
with the CSR policy adopted by the Board.

The CSR initiatives of the Company are driven
and executed through its CSR arms viz. the Tech
Mahindra Foundation and Mahindra Educational
Institutions, the sponsoring body of Mahindra
University, a multidisciplinary institution launched
in 2020 in Hyderabad.

The Company also lays emphasis on employee
volunteering in all its CSR efforts.

Tech Mahindra Foundation (TMF)

TMF was established in 2006 and extensively
works in the fields of education, employability, and
disability, with a focus on corporate volunteering.
It has established itself as a prominent force
for corporate social responsibility within the
Mahindra Group. Inspired by this Spirit of Rise, the
Foundation's programs and initiatives are driving
positive change in the lives of our communities
with more than 80 partners across 26 Locations in
India across Maharashtra, New DeLhi, Chandigarh,
Punjab, West Bengal, Odisha, Karnataka, Tamil
Nadu, TeLangana & Andhra Pradesh.

Education, Employability and Women
Empowerment are the thrust areas of TMF around
which the following CSR programmes, projects
and activities are planned for creating a significant
positive impact on targeted stakeholder group:

Education

The key initiatives taken up by TMF in the arena of
school education include:

All Round Improvement In School Education
(ARISE)

TMF's educational initiatives under ARISE are
long term school improvement programmes, in
partnership with local governments and partner
organisations. The Foundation in 2024-25 worked
with 18 primary & secondary schools to transform
them into model schools of excellence. A total of
6,200 students were positively impacted under
this programme, of which 4,540 were girls.

During the financial year under review, TMF
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 37 projects, the
programme enabLed 5,481 chiLdren with speciaL
needs to become better Learners with greater
independence in managing their Lives. In projects
in earLy identification, as many as 3,031 chiLdren
were screened for hearing impairment.

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. As part of this programme, TMF has
the responsibiLity of training teachers from cLose
to 1,500 primary schooLs in DeLhi. During the
financiaL year under review, as many as 4,470
teachers were trained as part of Shikshaantar. In
addition, as many as 3,124 teachers and schooL
staff received short-duration training moduLes in
areas such as ChiLd Safety and DigitaL Literacy by
the Foundation.

Mobile Science Lab & Robotics Lab

TMF has identified STEM (Science, Technology,
Engineering & Math) as an important intervention
area in schooL education, and as part of this has
been running the MobiLe Science Lab (MSL) and
the Robotics Lab in DeLhi. 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 covering 20 schooLs. This program
benefited as many as 5,334 girL students and 131
teachers throughout the year.

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 three centres in 2012 and
in 2024-25, ran 73 centres at 11 Locations across
India. These incLude SMART centres and SMART+
centres (training for peopLe with disabilities).

In 2024-25, the Company trained 21,665 young
women and men under its SMART program,
of which, 1,322 were persons with disabiLities.
More than 75% 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, with a jump of
over 26% since 2019-20.

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, DigitaL TechnoLogies, and Logistics.
During the financiaL year 2024-25, 3,403 students
were trained at the tweLve Academies that are
now functionaL - five in HeaLthcare, three in DigitaL
TechnoLogies, and four in Logistics.

An important highLight for the financiaL year
2024-25 was a coLLaboration between Tech
Mahindra Foundation and the MichaeL & Susan DeLL
Foundation. The two Foundations joined hands
to Launch a program caLLed SMARTH (SMART-
HeaLthcare), as part of which TMF set up a network
of 15 additionaL skiLL deveLopment centres in
HeaLthcare in addition to its five Academies.
Some of these are at greenfieLd Locations such as
Ludhiana, PatiaLa, Nashik, Aurangabad, Raigad, and
Cuttack.

TMF's Digital Initiatives

TMF made an important start in financiaL year
2023-24 in coLLaboration with the NationaL SkiLL
DeveLopment Corporation (NSDC), by Launching
DigitaL SkiLLing programs through the SkiLL India
DigitaL portaL, an initiative of Government of
India. In this portaL, TMF provided a courses on
Cybersecurity, FinanciaL Literacy, MentaL WeLLbeing,
etc. which, attracted 66,258 users. Through
other pLatforms we attracted 24,380 users.
TMF aLso Launched digitaL initiatives for teachers
which incLudes Growing Minds, EarLy ChiLdhood
Care EssentiaLs: BuiLding A Strong Foundation,
Math EssentiaLs: UnLocking Power of Numbers
and ADHD: Beyond LabeLs which attracted 1251
users. Through aLL our digitaL initiatives we are
abLe to reach 91,899 users in 2024-25.

Overall Impact

The overaLL number of direct beneficiaries of TMF
for financiaL year 2024-25 is 1,82,004. Of these,
there are 1,23,806 youth beneficiaries from
SMART, its fLagship SkiLL DeveLopment Program,
46,631 chiLdren, who have got the benefit of its
ARISE & ARISE+ programs, and 11,567 teachers
& non-academic staff who have been trained

through the Shikshaantar program focusing
on teachers' capacity buiLding. From a gender
perspective, there were 85,205 girls and women,
38 transgender persons, and the rest were males.
ALso, a total of 6,993 persons with disabilities
were incLuded in the beneficiary count.

Mahindra Educational Institutions (MEI) and
Mahindra University (MU)

MEI was set up and founded in 2013 as a Section
25 Company (referred to as a Section 8 Company in
the Act), MEI has sponsored MU, an institution that
offers to introduce diverse streams of education,
under the TeLangana State Private Universities
(Establishment and Regulation) Act, 2018, with
an aim "to educate future citizens for and of a
better world". MU is driven by the need for muLti¬
skiLLing, interdisciplinary academic education, and
entrepreneurial mindsets. ALL programs of study
offered at MU refLect the Company's commitment
to impart hoListic education by aLigning with
industry requirements.

As of ApriL 2025, MU has 5300+ students studying
in Undergraduate/Postgraduate/PhD programs
across the schooLs of engineering, management,
Law, education, media, design and hospitaLity
management. In 2024-25, MU Launched the
SchooL of Design and the SchooL of HospitaLity
Management - offering the B.Des and B.Sc in
HospitaLity Management.

Further, to provide for quaLitative education, MU
has academic tie-up with renowned overseas
campuses, such as (i) CentraLe SupeLec campuses
in France for Engineering, (ii) CorneLL University's
SC Johnson CoLLege of Business, an ivy League
institution for SchooL of Management, (iii)
Virginia Tech, USA for engineering and hospitaLity
management, (iv) La Trobe University, AustraLia
in the discipLine of civiL engineering, and (v) the
University of Agder, Norway (vi) University of
FLorida for engineering discipLine (vii) Babson
CoLLege for entrepreneurship discipLine (viii)
University of Missouri for management discipLine
(ix) University of Houston for management
discipLine (x) University of Utah for management
discipLine. Discussions are on for a synergistic
Linkage with Monash University and the AustraLian
NationaL University.

Individual Social Responsibility

Making responsibiLity personaL, TechMighties go
the extra miLe to embrace it in their daiLy Lives and
drive positive change uniqueLy.

The Company embraces individuaL contributions
to sociaLLy reLevant activities as one of the PRIME
focus areas for making a positive impact in the
Lives of beneficiaries.

Associates imprint their IndividuaL SociaL
ResponsibiLity efforts by contributing in any of the
foLLowing areas : Education, Environment, HeaLth.

These incLude individuaL initiatives Like BLood
Donation, Contributing & Volunteering in NGOs,
OLd Age Homes, SchooLs, Mentoring or tutoring
underpriviLeged students or students with
disabiLities, Tree PLantations, CLeanLiness drives,
AnimaL Care, etc.

Annual Report on CSR

The Company's AnnuaL Report on its CSR activities
is detaiLed in Annexure IX herewith.

CSR Policy

In compLiance with the provisions of Section 135 of
the Act, the Company has, basis recommendation
of the CSR Committee and approvaL of the
Board, adopted a CSR poLicy covering the focus/
thrust areas around which the CSR programmes,
projects and activities are pLanned, the brief
overview of the projects/programs undertaken by
the Company, Governance Structure, Monitoring
and Reporting Framework etc.

During the financiaL year under review, the CSR
PoLicy of the Company was amended basis
recommendation of the CSR Committee and
approvaL of the Board. The CSR PoLicy is avaiLabLe
on the website of the Company and can be accessed
at the webLink https://insights.techmahindra.com/
investors/tmL-csr-poLicy.pdf

CSR Committee

The CSR Committee of the Board constituted in
compLiance with the provisions of section 135
of the Act read with the appLicabLe ruLes made
thereunder, consists of four Directors, of whom
50% are Independent Directors.

DetaiLs of the composition of the CSR Committee
as on 31^st March, 2025 is given hereunder:

1.    Mr. Mohit Joshi, Managing Director & CEO-
Chairman

2.    Mr. Haigreve Khaitan, Independent Director -
Member

3.    Ms. PeneLope FowLer, Independent Director -
Member

4.    Mr. Puneet Renjhen, Non-Executive Director-
Member

The Company Secretary of the Company acts as
the secretary to the Committee.

Changes in composition of the CSR
Committee

•    Mr. Manoj Bhat ceased to be Member of the
Committee on 17^th May, 2024.

•    Ms. M. RajyaLakshmi Rao ceased to be Member
of the Committee on 31^st JuLy, 2024

•    Dr. Mukti Khaire ceased to be Member of the
Committee with effect from 1^st August, 2024.

•    Mr. Amarjyoti Barua was appointed as a
Member of the Committee with effect from
18^th May, 2024 and ceased to be Member of
the Committee on 1^st October, 2024.

•    Mr. Puneet Renjhen was appointed as a
Member of the Committee with effect from
19^th October, 2024.

CSR Spend

During the financiaL year under review, the
Company has spent ' 954.41 Mn on CSR activities
undertaken in terms of the AnnuaL Action PLan
recommended by the CSR Committee and
approved by the Board of Directors vis-a-vis the
minimum spend of ' 953.80 Mn. The Company
has additionaLLy paid ' 1.41 Mn to Tech Mahindra
Foundation as generaL donation during financiaL
year 2024-25, over and above the CSR budget.
There is no unspent CSR expenditure as on
31^st March, 2025 and the Board of the Company
has decided not to carry forward the excess CSR
spent during the financiaL year 2024-25.

Impact Assessment of CSR Projects

The Company conducts impact assessments for its
CSR programs both internaLLy as weLL as through
independent externaL agencies. The Impact
Assessment Reports of the SkiLL DeveLopment
Projects for the HeaLthcare sector (impLemented
by TMF) and for projects undertaken by MEI
through independent agencies is upLoaded on
the website of the Company and can be accessed
at the webLink: https://www.techmahindra.com/
investors/annuaL-repo rts-fi Lings/

SUSTAINABILITY

The Company is cLoseLy aLigned with the Mahindra
Group's sustainabiLity framework: Be PeopLe
positive, PLanet positive, and Trust positive. It
activeLy champions environmentaL sustainabiLity
through innovative initiatives, fosters community
empowerment via strategic partnerships, and
uphoLds the highest standards of governance to
ensure transparency and accountabiLity across aLL
operationaL LeveLs.

The Company's strategy for creating Long-term
sustainabLe vaLue revoLves around improving,
scaLing, and transparentLy communicating
ecoLogicaL, sociaL, and economic impacts. Guided
by a robust governance framework, overseen by
the Board of Directors, the Company ensures the
aLignment of overaLL strategy with environmentaL
and sociaL programs.

Operating with a hoListic approach, the Company
drives sustainabLe impact in accordance with
prominent gLobaL frameworks and initiatives
dedicated to advancing sustainabiLity goaLs. These
frameworks incLude IIRC, GRI Standards 2021,
TCFD, SASB, and UNGC.

Recognising the importance of the UN SDGs
(SustainabLe DeveLopment GoaLs) focusing on
PeopLe, PLanet, Prosperity, and Partnership, the
Company continuousLy creates vaLue through
initiatives directLy addressing these aspects of
your performance.

People:

•    Great place to work: The Company is dedicated

to enhancing the organisationaL cuLture by
empowering empLoyees (associates) with
access to advanced technoLogies, providing
ampLe Learning & DeveLopment opportunities
to nurture their skiLLs and areas of expertise,
and offering robust career deveLopment

programs. The Company's focus on fostering
a positive and incLusive culture enabLes
team members to thrive both professionally
and personaLLy. The Company prioritizes
open communication, coLLaboration, and
continuous Learning to ensure everyone has
opportunities for growth and development.

•    Work-life balance: The Company strives to
provide feasible and flexible work-life balance
solutions along with a range of associate-
friendly policies and processes to reduce
attrition. The Company's aim is to cultivate
a positive and productive work environment
where every individual can flourish.

•    Diversity and inclusion: The Company is
committed to ensuring that the organization
embraces gender diversity and inclusivity
by actively including people with disabilities
as well as individuals from the LGBTQIA
community. This reflects the dedication to
being a socially responsible business.

•    Employee    engagement & recognition:

The Company ensures that associates are
engaged, feel valued, and recognized through
a robust performance management system,
a flexible working structure, and an extensive
array of benefits and perks.

•    Individual    Social Responsibility: The

Company    encourages associates to

contribute to society and the environment,
making these activities an integral part of
their day-to-day endeavors.

Planet:

•    Net Zero targets approved by SBTi: The

Company's commitment to achieving net zero
by 2035 has been approved by SBTi and is
underpinned by a comprehensive strategy.
The Company is transitioning to renewable
energy sources through on-site installations
and open access arrangements, enhancing
energy efficiency via LED lighting and motion
sensors, and increasing green investments
through the implementation of a Carbon
Price. Additionally, the Company is optimising
business travel by promoting virtual
meetings, adoption of green commute by
encouraging the use of public transport and
electric vehicles and facilitating carpooling to
reduce employee commute emissions. Carbon

sequestration efforts, such as tree plantation
initiatives, further contribute to your
transition towards a low carbon economy.

•    No waste to landfill: The Company has
campuses that are equipped with Organic
Waste Converters and vermi com posting
plants to convert food waste into manure,
reducing transportation emissions and
diverting waste from landfills.

•    No to plastic: The Company maintains plastic-
free campuses and advocates the use of
eco-friendly and biodegradable materials
among all stakeholders. The Company
raises awareness and initiates campaigns to
eliminate single-use plastic.

•    Reduce, Reuse, Recycle, and Recover: The

Company has adopted a comprehensive
approach across the value chain, focus on
reducing, reusing, recycling, and recovering
materials to foster a circular economy.
Transitioning to digital    registers helps

minimise paper usage.

•    Being water positive: The Company enhances
water efficiency through the implementation
of water sensors, restrictors, and water-
efficient cooling systems. Wastewater
recycling through Sewage Treatment Plants
(STPs) and rainwater harvesting contribute
to groundwater recharge efforts.

•    Promoting Biodiversity:    Across aU the

locations, your Company prioritises the
protection of local flora and fauna to mitigate
any adverse impacts on biodiversity resulting
from the operations.

Prosperity:

•    Innovation: Embracing technology such as
IoT, Blockchain, AI, and Machine Learning, your
Company develops sustainable solutions to
reduce emissions and mitigate the negative
impacts of climate change.

•    Green solutions: The Company invests in
green solutions platforms on sustainability
reporting, climate risk management,
sustainable finance, Green CodeRefiner, and
a range of sustainability offerings including
strategy formulation, compliance, lifecycle
assessment (LCA), and ESG consulting.

•    Connecting with customers: The Company
prioritise buiLding brand equity by actively
engaging with the customers to address
their current and future needs, ensuring their
satisfaction while aligning with the Company's
sustainabiLity goaLs.

Partnership:

•    Learning and Sharing: The Company
coLLaborates with partners and other
companies to establish an aLLiance ecosystem,
suppLementing each other's capabiLities on
joint projects. By engaging with academia,
businesses, NGOs, and governments, the
Company addresses gLobaL chaLLenges such
as heaLthcare, cLimate change, and inequaLity.

•    Sustainable supply chain: The Company
ensures aLignment throughout the vaLue
chain in its commitment to cLimate action,
supporting suppLiers in adhering to the
highest standards of sustainabLe and ethicaL
best practices within their organisations.

The Company's progress against sustainabiLity
targets and metrics is transparentLy discLosed in
externaLLy assured Integrated reports, accessibLe
on the Company's website at the webLink: https://
www.techmahindra.com/about-us/sustainabiLity/

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

The Business ResponsibiLity and SustainabiLity
Report for the financial year 2024-25 in format
as stipulated by the SEBI Circular dated 12^th July,
2023 along with an assurance report by DNV
forms part of this AnnuaL Report in compLiance
with Regulation 34(2)(f) of the SEBI Listing
ReguLations.

In addition to the BRSR, the Integrated Annual
Report of the Company provides an insight on the
various ESG initiatives adopted by the Company.

AWARDS AND RECONGNITIONS

The Company continued to pursue exceLLence in its
core business areas, steadily advancing its vision of
becoming a gLobaLLy recognized brand. The awards
and rankings received by the Company reaffirm its
position as a thought Leader within the industry
and refLect the Company's ongoing commitment
to business exceLLence, sustainabiLity, human
capitaL deveLopment, and its unwavering focus on
contributing to a better society.

Some of the notabLe awards and recognitions
received during the financiaL year 2024-25
incLude:

•    Ranked #1 in India and #2 gLobaLLy in the
TSV IT Services category by Dow Jones
SustainabiLity Index (DJSI) for 2024;

•    Recognized as one of the WorLd's Most
SustainabLe Companies 2024 by TIME
Magazine in partnership with Statista. The
Company ranked #1 amongst aLL the Indian
companies.

•    Ranked #1 in BusinessWorLd's 'Most
SustainabLe Companies' SectoraL List 2024.

•    Ranked #4 amongst India's Top 50 Most
SustainabLe Companies of 2024.

•    IncLuded in the prestigious 'A List' for both CDP
CLimate Change and CDP Water Stewardship

2024.

•    Listed in the Top 5% in the IT Services sector
in the S&P GLobaL SustainabiLity Yearbook

2025.

•    Recognized amongst 'Best Brands of 2024' in
India by ET NOW.

•    Recognized amongst 'Progressive PLaces to
Work 2024' by ET NOW.

•    Recognized amongst the 'Most Preferred
WorkpLaces for 2024-25' by Team Marksmen.

•    Recognized amongst 'India's Best
Organizations for Women 2024' by ET Edge.

SHARE CAPITAL

During the financiaL year under review, the
Authorised Share CapitaL of the Company
increased from ' 9,093,000,000 comprising
of 1,818,600,000 equity shares of ' 5 each
fuLLy paid to ' 9,243,000,000 comprising of
1,848,600,000 equity shares of ' 5 each fuLLy
paid pursuant to merger of Perigord Premedia
(India) Private Limited, Perigord Data SoLutions
(India) Private Limited, Tech Mahindra Cerium
Private Limited and Thirdware SoLution Limited,
whoLLy-owned subsidiaries of the Company, with
the Company.

Further the Company aLLotted 2,235,189
equity shares of ' 5/- each fuLLy-paid, on the
exercise of stock options under the EmpLoyee

Stock Option Schemes of the Company
viz. Employee Stock Option PLan 2014 and
Employee Stock Option Scheme 2018 during
the financial year under review. Consequently,
the issued, subscribed and paid-up equity share
capital of the Company stood increased from
' 4,883,792,615 divided into 976,758,523 equity
shares of ' 5/- each to ' 4,894,968,560 divided
into 978,993,712 equity shares of ' 5/- each as on
31^st March, 2025.

The entire issued and paid-up share capital of the
Company is listed on the stock exchanges in India
viz. National. Stock Exchange of India Limited and
BSE Limited.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the financial year under review, the
Company has transferred the unclaimed dividends
for seven consecutive years amounting to
' 25.77 Mn and 1,12,530 corresponding equity
shares on which such dividends were unclaimed
to the Investor Education and Protection Fund
("IEPF") in compliance with Section 125 of the Act
read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016.

Calendar for transfer of unclaimed dividend to
IEPF is provided in the Corporate Governance
Report forming part of this Annual Report.

The Shareholder-wise details of the unpaid and
unclaimed dividends lying with the Company as on
31^st March, 2025 are uploaded and available on
the website of the Company at the webUnk: https://
www.techmahindra.com/investors/shareholder-
information/

The Members are requested to check the details
of the unclaimed dividends on the website of the
Company and claim their dividends at the earliest
to avoid the unclaimed and unpaid dividend and
equity shares thereof being transferred to IEPF.

Nodal Officer

During the financial year under review, Mr. Anil
Khatri ceased to be NodaL Officer of the Company
upon retirement, on 31^st August, 2024.

Ms. Ruchie Khanna, Company Secretary, was
appointed as the NodaL Officer of the Company,
pursuant to Rule 7(2A) of the Investor Education
and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, w.e.f.
1^st September, 2024. Contact detaiLs of the NodaL

officer are available on the website of the Company
at the webUnk: https://www.techmahindra.com/
investors/#investor-contacts

GENERAL

The Directors state that no disclosure or reporting
is required in respect of the foUowing items, as
there were no transactions/events related to
these items during the financial year under review:

•    Issue of equity shares with differential rights
as to dividend, voting or otherwise;

•    Issue of sweat equity shares to employees of
the Company under any scheme;

•    The Company has not resorted to any buyback
of its Equity Shares during the financial year
under review;

•    Raising of funds through Preferential
Allotment, Rights Issue or Qualified
Institutional Placement;

•    Voting rights which are not directly exercised
by the employees in respect of equity shares
for the subscription/purchase of which loan
was pursuant to which such persons can
beneficiaUy hold shares as envisaged under
Section 67(3)(c) of the Act;

•    Suspension of trading of equity shares of the
Company;

•    Revision made in Financial Statements or the
Board's Report of the Company;

•    There was no one-time settlement done
by the Company and hence the provision
of details of difference in valuation arising
between such one-time settlement and the
loan taken from the Banks does not arise.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

Anand G. Mahindra

Chairman (DIN: 00004695)

Place: 24^th April, 2025
Date: Mumbai

1

Includes Interim Dividend and Final Dividend declared and paid.