ANNUAL REPORT - Tech Mahindra

1 ANNUAL REPORT2014-15 Tech Mahindra LimitedAmidst emerging markets and an uncertain global business landscape there has been the reflection on the IT industry. We have endured challenges and risen from the phoenix, demonstrating strength and agility in an ever evolving and in a shifting technological landscape. The year gone by has seen a few bold decisions taken by our leadership. We have invested significantly in research and innovation capabilities for the company. This means, working on developing programs like i5 Startnet which involves creating a start-up ecosystem. We continue to build more relationships with new customers delivering innovative and superior solutions. We have touched new geographies and transformed more lives; creating not only a business purpose but a sustainable model of giving back to the society. Our capabilities and strengths have further empowered us to expand our competencies with strategic alliances and partnerships.

2 Our new Platform Solutions has leveraged the best in class analytics and service delivery capabilities to provide our customers with solutions that enable scalability and cost predictability - redefining customer engagement models. Looking forward, we have a rich road map for solutions and services that positions us to thrive in a cloud-first and mobile-first world. With the expertise of 100,000+ associates spread across 90 countries, we are poised for a stellar growth in the years to come. We continue to defy precincts and push the possibilities; we continue to Rise .TABLE OF CONTENTSC orporate Information 1 Executive Vice Chairman s Communique 2 Consolidated Financial Performance for Last Three Years 4 Directors REPORT 5 Corporate Governance REPORT 53 Management Discussion and Analysis 66 Standalone Financials 79 Consolidated Financials 1601 Board of DirectorsMr.

3 Anand G. Mahindra , ChairmanMr. Vineet Nayyar, Executive Vice ChairmanMr. C. P. Gurnani, Managing Director & CEOMr. Anupam PuriMr. Bharat N. DoshiMr. M. DamodaranMrs. M. Rajyalakshmi RaoMr. Ravindra KulkarniMr. T. N. ManoharanMr. Ulhas N. YargopChief Financial OfficerMr. Milind KulkarniCompany Secretary & Chief Compliance OfficerMr. G. JayaramanRegistered OfficeGateway Building,Apollo Bunder,Mumbai 400 OfficePlot No. 1, Phase III,Rajiv Gandhi Infotech Park,Hinjewadi, Pune - 411 Bank LimitedBNP ParibasCitibank N. Bank HSBC Bank Ltd. ICICI Bank Mahindra Bank Chartered BankCommittees of DirectorsAudit Committeez Mr. T. N. Manoharan, Chairmanz Mr. Anupam Puriz Mr. M. Damodaranz Mr. Ulhas N. YargopNomination and Remuneration Committee z Mr. Ravindra Kulkarni, Chairmanz Mr. Anupam Puriz Mr. Ulhas N. YargopStakeholders Relationship Committeez Mr. Ravindra Kulkarni, Chairmanz Mr. Ulhas N.

4 Yargopz Mr. Vineet NayyarCorporate Social Responsibility Committeez Mr. Vineet Nayyar, Chairmanz Mrs. M. Rajyalakshmi Rao z Mr. Ulhas N. YargopRisk Management Committeez Mr. T. N. Manoharan, Chairmanz Mr. Anupam Puriz Mr. M. Damodaranz Mr. Ulhas N. YargopInvestment Committeez Mr. Ravindra Kulkarni, Chairmanz Mr. Anupam Puriz Mr. Bharat N. Doshiz Mr. C. P. Gurnaniz Mr. Ulhas N. Yargopz Mr. Vineet NayyarExecutive Committeez Mr. Vineet Nayyar, Chairmanz Mr. Bharat N. Doshiz Mr. Ulhas N. YargopSecurities Allotment Committeez Mr. Vineet Nayyar, Chairmanz Mr. C. P. Gurnaniz Mr. Ulhas N. YargopAuditorsDeloitte Haskins & Sells LLPC hartered AccountantsCORPORATE INFORMATION2 ANNUAL REPORT 2014 - 2015 EXECUTIVE VICE CHAIRMAN S COMMUNIQUEV ineet NayyarExecutive Vice ChairmanDear Shareholders,We had a good year amidst economic changes, technology transformations and some degree of global challenges.

5 Against these odds, I am pleased to REPORT that your Company reported revenue growth ahead of the industry growth rate this year. Your Company s revenue grew at 19% in USD terms, and in Rupee terms, revenue was at ` 22,621 crore, a growth of 20%.Last year, the global economy was shaken by a dramatic decline in oil prices, a significant jump in the value of the dollar, a slowdown in China, uncertainty in Europe, and anticipation of a shift in monetary policy. This sharp divergence between monetary policy in the United States and policy in other major economies has contributed to huge exchange rate volatility which has led to significant appreciation of USD against some of the major currencies we operate-in like, Euro, GBP, AUD, CAD and BRL. Although some of these currencies have partly pulled back from their lows in FY 15, the impact it would have on the competitiveness and the resulting demand for IT services is still under a state of always, Technology is continuously transforming every facet of our world and the pace of this change is increasing.

6 At an individual level, we are seeing the trend towards personalization of everything, be it your favourite website or potentially the automobile you would drive. This in itself means a change in how people interact, how they work and how they buy. Today, one needs to personalize at an organization level and customise at an individual consumer level. This requires investment in transformation of both systems and processes, which many of our customers are seeking to fund through optimization and efficiency of their current business base. As our customers go through this change, companies like ours have also evolved to measure ourselves on being an efficient business partner driving value for our clients as they embark on this journey of digitization and other facet is the increasing short lived market trends, which means that time to market and speed of execution have become key differentiators for our customers.

7 Increasing, better and faster connectivity are enabling businesses to make the most of their innovative ideas across a wider and global audience. Connectivity is now an integral part of every process and it is difficult to imagine a field which is not being transformed by this increased connectedness .Your company s core strength in Communication and Connectivity, combined with abilities in business and Enterprise systems positions it ideally in this changing environment. Our strategy of focussing on 3our core strengths in Communications has served us well. In keeping with the pace of change and filling gaps in the Company s portfolio, during the year, we strengthened our competencies with the merger of Mahindra Engineering Services (MES) and acquisitions of Lightbridge Communications Corporation (LCC), SofGen and BASF IT.

8 One of our key priorities for the coming year would be the successful integration of the acquired businesses and helping them excel, and become a part of the larger Tech Mahindra family which stands over 1,03,000 professionals as on 31st March are conscious of the fact that we ended the year on a subdued note and that our company EBITDA margins in the fourth quarter was one of the lowest in many quarters. While our management is tasked for growth and is completely aligned to the needs and opportunities in the market, FY16 will also be a year for all of us to focus on improving some of the operating metrics of the business and we have prepared an action plan for the we stand at the end of another successful year, I am happy to REPORT that our strong business fundamentals and capabilities will hold us in good stead in the coming years.

9 Our objective will be to drive growth through the investments we have made, whether it is into transformation frameworks, disruptive solutions or growth look forward to an exciting and challenging year ahead with new milestones and achievements. As I conclude, I want to thank all of our customers, shareholders, and employees for their continued faith and support in the ,Vineet NayyarPlace: MumbaiDate: 15th June 20154 ANNUAL REPORT 2014 - 2015 CONSOLIDATED FINANCIAL PERFORMANCE FOR LAST THREE YEARSP articulars2012-132013-142014-15` MnUS$ Mn` MnUS$ Mn` MnUS$ MnRevenue143,3202, ,3143, ,2133, Income145,4422, ,4443, ,2783, (Operating Profit)30, , , , , , , , , before exceptional, earlier period items and Minority Interest21, , , , , , Margin % Margin %* Capital2, , , Worth68,5351, ,8201, ,4891, Block Including CWIP20, , , 14, , , Assets89,6341, ,4721, ,5261, Liabilities & Provisions46, , , Assets138,1052, ,3962, ,4813, % # (Diluted, in ` and US$) ^^ * PAT before exceptional, earlier period items and Minority Interest# ROCE% =PBIT/Average capital employed^^ EPS for FY 15 is post issue of bonus shares in the ratio of 1:1 and sub-division of one share of ` 10 face value each into 2 shares of ` 5 face value eachNote.

10 Audit opinion was not obtained on the merged entity's consolidated financials for FY132012-132013-142014-15516629767 Customer Count83,10989,441103,281 Headcount2012-132013-142014-15 America 47%Europe 31%Rest of world 22%Geographywise Revenue 2014 -152012-132013-14143,320188,314226,2 13 Revenue2014-15 ` Mn26,27730,28819,556 Profit After Tax2014-152013-142012-13 ` Mn68,53591,820122,489 Net Worth2014-152013-142012-13 ` Mn5 DIRECTORS REPORTYour Directors present their Twenty-Eighth ANNUAL REPORT together with the audited accounts of your Company for the year ended 31st March, RESULTS (STANDALONE)(` Million)For the year ended 31st March20152014 Income192,872163,654 Profit before Interest, Depreciation, exceptional items and tax33,51136,316 Interest(86)(868)Depreciation(4,733)(4,2 70)Profit before exceptional items and tax28,69231,178 Exceptional items6131,200 Profit Before Tax29,30532,378 Provision for taxation(6,743)(5,523)Profit after tax22,56226,855 Balance brought forward from previous year43,85627,495 Adjustments on account of Amalgamation1,140(2,396)Profit available for appropriation67,55851,954 Transfer from Debenture Redemption Reserve2,9722,366 Final Dividend(28)*(1)Tax on final dividend(5)*-Dividend (Proposed)(5,765)(4,669)Tax on dividend(1,173)(794)Transfer to General Reserve-(5,000)