m h ndra a Tech Mahindra Limited I

Plot No.1, Rajiv Gandhi lnfotech Park Phase lll, Hinjewadi Pune Special Economic Zone Pune«4'l 1057, Maharashtra ,lhdia'

Tel: +9"! 20 4225 GOOD Fax: +91 20 42251001

techmehihdracom [email protected]

Registered Office: Gateway Building, Apollo Bender Mumbal 4CD 001,1ndia

CIN L64EOOMH'198BPLCO4187O

May 21 2019

Dalal Street, MUMBAI — Scrip Code : 532755 Bandra (E), Mumbai —

Bombay Stock Exchange Limited National Stock Exchange of India Ltd. Phiroze ^Jeejeebhoy Towers, Exchange Plaza, 5"" floor, Plot No. — C/l , ⁴⁰⁰ 001. ^G Block, Bandra—Kurla Complex, 400051. NSE Symbol : TECHM

Sub: Outcome of Board Meeting held on May 21, ²⁰¹⁹

Dear Sir(s)

Pursuant to Regulation ³³ read with Regulation ³⁰ ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), we Wish to inform that the Board of Directors ofthe Company in its meeting held today approved the following:

1. Audited financial results and consolidated financial results of the Company for the fourth quarter and year ended March 31, 2019. A copy of Audit Report with unmodified opinion under Regulation ³³ of Listing Regulation on the annual Audited Financial Results of the Company for the year ended on March 31, ²⁰¹⁹ is enclosed.
1. The Board of Directors have recommended ^a dividend of Rs. 14/- per share on par value of Rs.5/— (280%) for the financial year ended March ³ l, 2019, subject to approval by the members ofthe Company at the forthcoming Annual General Meeting. The dividend, ifdeclared will be paid by 8th August, 2019

The 32nd Annual General Meeting ofthe Company will be held on Wednesday, 31St July, 2019.

Tech Mahindra

Register of Members and Share Transfer Books will remain closed from Saturday, 27th July, 2019 to Wednesday, 31St July, 2019 (both days inclusive) for the purpose of Annual General Meeting and payment of Dividend, to be declared.

The Board of Directors ofthe Company have considered and approved the proposal for Merger by Absorption of Tech Mahindra Growth Factories Limited (Transferor Company 1) and Dynacommerce India Private Limited (Transferor Company ² ), (hereinafter collectively referred as the "Transferor Companies") with Tech Mahindra Limited ("the Company" or "Transferee Company") and their respective Shareholders in accordance with the provisions of Sections ²³⁰ to ²³⁴ and other applicable provisions of Companies Act, ²⁰¹³ (including any Statutory modification and re-enactment thereof).

Transferor Company ¹ and Transferor Company ² are Wholly Owned Subsidiaries of the Transferee Company.

The salient features of the proposed scheme are as under:

Tech Mahindra Growth Factories Limited

a.) Tech Mahindra Growth Factories Limited (TMGFL) is ^a wholly owned subsidiary of the Company. The business of TMGFL was to create certain new business avenues including education and training services for Corporate/ Working professionals and students. The turnover of TMGFL was Rs. ⁸⁵ million as on 31St March 2019.
b.) The Appointed Date ofthe Scheme is lSt April 2019.

Dynacommerce India Private Limited

a.) Dynacommerce India Private Limited (Dynacommerce) is ^a step down subsidiary of the Company. The business of DIPL primarily ^a Research and Development house providing Software designing, development, customization, implementation, maintenance, outsourcing, testing and benchmarking, and dealing in computer software and solutions. The turnover of Dynacommerce was Rs.l77.5 million as on March 31', 2019.
b.) The Appointed Date of the Scheme is 1St June 2019.

The scheme will be subject to the requisite statutory and regulatory approvals and sanction by the respective shareholders of Transferor Companies. and Transferee Company

Further, as TMGFL and Dynacommerce are directly and indirectly wholly owned subsidiaries of the Company, no consideration (whether in cash or shares ofthe Company) will be issued pursuant

Tech l'l'lahinclra

to the Scheme and related party provisions under Section ¹⁸⁸ ofthe Companies Act, ²⁰¹³ are not applicable. Accordingly, there will be no change in the shareholding pattern of the Company.

4. Changes in Independent Directors of the Company:

a) Appointment of Director:- Pursuant to the recommendations of the Nomination and Remuneration Committee and approval of Board of Directors of the Company on 21St May 2019, the Board appointed Ms. Mukti Khaire (DIN 08356551) as an Independent Director of the Company not liable to retire by rotation for ^a period of ⁵ consecutive years commencing from 1St August, ²⁰¹⁹ subject to approval of members at the ensuing annual general meeting.
b) Re-appointment of Directors:— Pursuant to the recommendations of the Nomination and Remuneration Committee and approval of Board of Directors of the Company on 21St May 2019, re-appointed Mr. M. Damodaran (DIN 02106990) upto March 31, 2022, Mr. T. N. Manoharan (DIN 01186248) and Mrs. M. Rajyalakshmi Rao (DIN 00009420) as Independent Directors of the Company for ^a second term of five (5) consecutive years each commencing from lSt August, ²⁰¹⁹ subject to approval of members at the ensuing annual general meeting

The details as required under Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015, including the briefprofiles ofthe Directors are given in Annexure 'A' and Annexure 'B' attached to this letter.

1. Further please find enclosed:
a.) Audited financial results and consolidated financial results of the Company for the fourth quarter and year ended March 31, 2019 together with Auditors Report thereon.
b.) Press Release on the financial results.
c.) Fact Sheet giving certain operational financial parameters which will be put up on the Company website.

This is for your information and record.

Thanking you,

For Tech Mahindra Limited

1 I Anitr" khatri Company Secretary

Encl: As above

Annexure A

Appointment/Re-appointment of Independent Directors -Ms. Mukti Khaire, Mr. M. Damodaran, Mr. T. N. Manoharan and Mrs. M. Rajyalakshmi Rao

Sr.	of that Details Events need to be provided	Information of such events
	Reason for change viz. appointment,	The Board of Directors at its Meeting held on 21St May, 2019, on the recommendation of Nomination the and Remuneration Committee has proposed the Appointment of Mukti Ms. Khaire as Independent of Director the Company, to hold office for of a term 5 consecutive years commencing from 2019 and Re-appointment 1St August, ofMr. M. Damodaran upto March 31, 2022, Mr. T. N. Manoharan M. Mrs. and Rao Rajyalakshmi hold to office for as Independent Directors, of term second a consecutive 5 years from commencing 1St August, 2019, subject of to approval the Members, at the ensuing Annual General Meeting.
	of Date appointment/cessation (as & of term applicable) appointment	2019 1St August, of consecutive years on the Board 5 (five) the Company from commencing 1St Mr for M. August, 2019, except will Damodaran whose term expire on 31St March 2022
	Briefprofile case of (in appointment)	'B' As per Annexure
	of Disclosure between relationships of of directors (in case a appointment director)	Mukti Ms. Mr. M. Khaire, Damodaran, Mr. T. N. Manoharan M. and Mrs. not Rao are related to Rajyalakshmi any of Director the Company.
	Information pursuant to BSE as required Circular with ref. no.	Mukti Ms. Mr. M. Khaire, Damodaran, Mr. N. T. Manoharan M. and Mrs.

Tech lTlahinclra

LIST/COMP/14/2018-19	and	the	not from Rao are debarred Rajyalakshmi
National Stock Exchange	of India	Ltd.	of Virtue of the office directors by holding
with ref. no. NSE/CML/2018/24, dated 20th June, 2018.		both	any SEBI Order or any other such authority.

Tech lTlahinclra

Annexure B

Brief Profile of Ms. Mukti Khaire

Mukti Khaire has to her credit M.Sc. (Environmental Science) from University of Pune, Master's Degree in Management from IIT, Mumbai and Ph.D. in Management, from Columbia University. She has rich experience of over ²⁵ years in the field of education, management consultancy and has received several awards.

Brief Profile of Mr. M. Damodaran

M. Damodaran is an Independent Director of the company. He was ^a member of the Indian Administrative Service, and has held ^a number ofimportant positions in both the Central and State Governments and in India's financial sector, before demitting office as Chairman, Securities and Exchange Board of India (SEBI) in February, 2008. Prior thereto, he was Chairman of Unit Trust of India and Industrial Development Bank of India and led the successful restructuring efforts of both these institutions.

During his tenure at SEBI, he was elected Chairman of 80-member Emerging Markets Committee ofthe International Organisation of Securities Commissions. As SEBI Chairman, Mr. Damodaran brought several improved practices to India's securities market.

He is presently an Independent Director on the Boards of some of India's'leading companies. He is the founder of Excellence Enablers, ^a Corporate Governance Advisory firm that focusses on improvement ofBoard performance.

M. Damodaran holds degrees in Economics and Law from the Universities of Madras & Delhi respectively.

Brief Profile of Mr. T. N. Manoharan

T. N. Manoharan is an Independent Director of the Company. He was nominated by the Government of India to the Board of Satyam Computer Services Ltd. He made significant contribution towards the revival of the erstwhile Mahindra Satyam within ^a short span oftime.

Manoharan served as the President of ICAI during 2006-07 and was instrumental in charting the road map for several accounting reforms in the Indian System and pioneered proactive amendments to the Chartered Accountants Act, 1949. Manoharan was the Chairman ofAccounting Research Foundation. He was on the Board of the Insurance Regulatory and Development Authority (IRDA) and on the committees constituted by Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Comptroller and Auditor General of India (C&AG) and Central Board of Direct Taxes (CBDT) during 2006—07.

Tech lTIahinclra

Manoharan was the Chairman of the National Committee on Accounting Standards and Taxation of the Confederation of Indian Industry. He was ^a member of the Appellate Authority, and of the working group constituted by International Accounting Standards Board (ISAB) for making recommendations on "IFRS for SMEs. He is currently the Non-Executive Chairman of Canara Bank. He is also ^a member of the Governing Council for the skill Development in BFSI sector.

Manoharan has been conferred the "Life Time Achievement" award in 2005 and "For the Sake of Honour" award in 2007 by the Rotary International and the "Super Achiever" award in 2006 by the Lions International. He received the "Business Leadership Award" from NDTV Profit in 2009 and the CNN IBN "Indian ofthe Year 2009" awardin the Business category. The Government of India conferred him the "Padma Shri" awardin 2010.

Brief Profile of Mrs. M. Rajyalakshmi Rao

Rajyalakshmi Rao holds ^a degree in MBA Marketing and MS (Advertising) from the University of Illinois, Urbana- Champaign, USA.

She has served as ^a full-time member ofthe National Consumer Disputes Redressal Commission, Government of India. She is the author oftwo books on consumer movement - Consumer Is King and Consumer Rights and You. She has also served as ^a member of the Reserve Bank of India (RBI) Committee on Customer Service in Banks. She has been ^a member ofthe Film Censor Board and the First Lady President of the American Alumni Association in Mumbai. She has also been the First Lady President of Indo American Chamber of Commerce (Western India Region).

Presently, she is an Advisory member of Insurance Advisory Committee of Insurance Regulatory and Development Authority of India, Hyderabad. She is also ^a member of National Executive Council of lndo-American Chamber of Commerce. She is the Founder Chairperson of All India Foundation of Deaf Women. She also serves as ^a member of Advisory Board of Council for Fair Business Practices. She is ^a member of Consumer Education and Research Society, Ahmedabad. She is ^a member ofExecutive Committee of Indian Merchants Chamber (Ladies wing).

	Consolidated Audited Financial Results for the quarter and year ended March 31, 2019					Rs.in Million
			Quarter ended		Year ended
	Particulars	March 31, 2019	December 31, 2018	March 31, 2018	March 31, 2019	March 31, 2018
1	Revenue from Operations	88,923	89,437	80,545	347,421	307,729
2	Other Income	1,671	806	4,513	5,342	14,165
	3 Total Revenue (1 + 2)	90,594	90,243	85,058	352,763	321,894
4	EXPENSES
	Employee Benefits Expense	43,071	45,182	41,453	175,079	166,240
	Subcontracting Expenses	11,739	10,900	10,639	43,497	38,880
	Finance Costs	281	358	527	1,332	1,624
	Depreciation and Amonisation Expense	2,704	2,836	2,986	11,292	10,850
	Other Expenses	17,726	16,129	14,334	65,476	55,513
	Total Expenses	75,521	75,405	69,940	296,676	273,107
5	Profit before share in profit/(loss) of associates and tax (3-4)	15,073	14,838	15,118	56,087	48,787
6	Share of Profit] (Loss) of Associates	(272)	(132)	0	(655)	1
7	Profit before Tax (5 + 6)	14,801	14,706	15,118	55,432	48,788
8	Tax Expense Current Tax Deferred Tax	4,270 (735)	2,135 503	3,501 (691)	13,786 (1,242)	11,768 (842)
	Total Tax Expense	3,535	2,638	2,810	12,544	10,926
9	Profit after tax (7 - 8)	11,266	12,068	12,308	42,888	37,862
	Profit for the period attributable to: Owners of the Company Non Controlling Interests	11,325 (59)	12,029 39	12,220 88	42,976 (88)	37,998 (136)
	10 Other Comprehensive Income	824	2,503	(701)	2,426	(2,190)
	11 Total Comprehensive Income (9 + 10)	12,090	14,571	11,607	45,314	35,672
	Total Comprehensive Income for the period attributable to: Owners of the Company Non Controlling Interests	12,239 (149)	14,578 (7)	11,418 189	45,376 (62)	35,519 153
	12 Paid»up Equity Share Capital (Face Value of Share Rs. 5)	4,437	4,425	4,417	4,437	4,417
	13 Total Reserves				198,407	184,011
	14 Earnings Per Equity Share (Rs) (EPS for the quarter ended periods is not annualised) Basic	1277	13.55	13.84	48.47	43.02
	Diluted	12.58	13.45	13.72	47.72	42.66

Standalone Information	Quarter ended Year ended
Particulars	March 31, 2019	December 31, 2018	March 31, 2018	March 31, 2019	March 31, 2018
Revenue from Operations	70,646	69,897	60,261	272,196	236,922
Profit before Tax	12,915	13,848	12,895	54,273	49,002
Profit after Tax	9,811	11,529	9,778	43,804	39,939

Primary Segments

The Company identifies Its Primary Business Segments based on the type of services offered, i.e. IT Services 8 BPO services. Se ment wise Revenue, Results and Capital Employed

		Quarter ended		Year ended
Particulars	March 31, 2019	December 31, 2018	March 31, 2018	March 31, 2019	March 31, 2018
Segment Revenue
a) IT	81,077	81,895	74,637	319,235	285,715
b) BPO	7,846	7,542	5,908	28,186	22,014
Total Sales / Income from operations	88,923	89,437	80,545	347,421	307,729
Segment Profit before tax, interest and depreciation
a) IT	15,295	15,800	12,896	58,138	42,995
b) BPO	1,091	1,426	1,223	5,231	4,091
Total	16,386	17,226	14,119	63,369	47,096
Less:
(i) Finance costs	281	358	527	1,332	1,624
(ii) Other un»aIIocabIe expenditurenet off un-allocable income	1,032	2,030	(1,526)	5,950	(3,315)
(iii) Share of Profit I (Loss) of Associates	(272)	(132)	0	(655)	1
Profit before tax	14,801	14,706	1 5,118	55,432	48,788

_"'77m' TW'WT'TW— Registered Office : Gateway Building, Apollo Bunder, Mumbai 400 001. Website : wwwtechmahindracom,	GEEK"—
Email : investorrelations . 1	techmahindracom CIN : L64200MH1986PLCO41370		Rs.in Million
Statement of segment Assets and Liabilities	March 31, 2019	December 31, 2018	March 31, 2018
Segment Assets
Trade and Other Receivables
IT	94,141	96,483	84,461
BPO	7,348	7,884	6,182
Total Trade Receivables	101 ,489	104,367	90,643
Goodwill
IT	24,418	24,695	23,982
BPO	3,745	3,745	3,745
Total Goodwill	28,163	28,440	27,727
Unallocable Assets	204,817	193,372	186,002
TOTAL ASSETS	334,469	326,179	304,372
Segment Liabilities
Unearned Revenue
IT	2,453	2,972	2,752
BPO	39	34	-
Total Unearned Revenue	2,492	3,006	2,752
Advance from Customers
IT	3,314	3,306	3,336 -
BPO Total Advance from Customers	648	651
Unallocable Liabilities	3,962 120,394	3,957 106,156	3,336 104,765
TOTAL LIABILITIES	126,848	113,119	110,853

i) Segmental Capital Employed

Segregation of assets into primary segments has been done to the extent applicable. Segregation of balance assets and liabilities into various primary segments has not been done as these are used interchangeably between segments. Accordingly no disclosure relating to such has been made.

ii) The management allocates certain indirect expenses to operating segments. During the current year, management has allocated certain additional indirect expenses, which were previously reported as unallocable, to operating segments. This change in allocation is also reflected in prior period comparatives.

Audited Co: Sheet	As at March	Rs. Million As at March
Particulars _	31,2019	31, 2018
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment	26,229	29,810
(b) Capital Workein-Progress	2,763	2,399
(c) Investment Property	1,708	1,906
(d) Goodwill	28,163	27,727

(e) intangible Assets	14,512	16,781
(1) Investment accounted using Equity method	361	1,010
(9) Financial Assets
(i) Investments	7,159	11,448
(ii) Trade Receivables	63	138
(iii) Loans	43	52
(iv) Other Financial Assets	4,785	2,488
(9) Advance income Taxes (Net of provisions)	21,397	17,775
(h) Deferred Tax Assets (Net)	6,091	5,766
(i) Other Non-Current Assets	5,537	6,022
Total Non -Current Assets	118,811	123,302
Current Assets
(a) Inventories	752	659
(b) Financial Assets
(i) Investments	65,899	35,949
(ii) Trade Receivables	69,586	64,979
(iii) Cash and Cash Equivalents	20,427	19,661
(iv) Other Balances with Banks	3,160	10,782
(v) Other Financial Assets	29,064	29,521
(c) Other Current Assets	26,770	19,519
Total Current Assets	215,658	1 81,070
TOTAL ASSETS	334,469	304,372
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital	4,437	4,417
(b) Other Equity	198,407	184,011
Equity Attributable to Owners of the Company	202,844	188,428
Non controlling Interest	4,777	5,091
Total Equity	207,621	193,519
Liabilities
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings	2,086	7,711
(ii) Other Financial Liabilities	3,009	5,729
(b) Provisions	5,801	5,551
(c) Deferred tax liabilities (Net)	11	58
(C) Other Non—Current Liabilities	325	333
Total Non -Current Liabilities	11,232	19,382
Current liabilities
(a) Financial Liabilities
(i) Borrowings	11,961	9,549
(ii) Trade Payables	24,893	20,368
(iii) Other Financial Liabilities	34,726	20,063
(b) Other Current Liabilities	17,605	15,778
(c) Provisions	3,952	4,030
(:1) Current Tax Liabilities (Net)	10,175	9,379
Total Current Liabilities	103,312	79,167
Suspense Account (Net)	12,304	12,304

Tech Mahindra LimitecT Registered Office : Gateway Building, Apollo Bunder. Mumbai ⁴⁰⁰ 001. Website : www.techmahindra.com.

Email : investor.relations@techmahindracom. ClN : L64200MH1986PLCO41370 Notes : 1 The quarterly and yearly financial results have been reviewed by the Audit Committee and taken on record by the Board of Directors in its meeting held on May 21, 2019.
2 The Board of Directors has recommended ^a final dividend of Rs.14/— per share on face value of Rs. 5/- (280%).
The Board of Directors of Tech Mahindra Limited ('the Company') at its meeting held on February 21, ²⁰¹⁹ approved ^a proposal to buyback upto 20,585,000 equity shares of the Company for an aggregate amount not exceeding Rs. 19,556 Million being 2.09% of the total paid up equity share capital at Rs. ⁹⁵⁰ per equity share. Letter of Offer was issued to all eligible shareholders holding shares as on March 6, 2019. The period for tendering of shares for buyback was from March 25, ²⁰¹⁹ to April 5, 2019. The intimation regarding acceptance or non-acceptance of tendered equity shares to the stock exchange was made on April 12, 2019, the bids were settled and payment was made to shareholders on April 15, 2019. The unaccepted shares were returned to eligible shareholders on April 16, 2019. Pursuant to the issuance of Letter of Offer, the Company has recorded ^a payable of Rs. 17,879 Million as at March 31, ²⁰¹⁹ as contractual financial liability to external shareholders.

Certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile Satyam): Proceedings in relation to 'Alleged Advances":

Erstwhile Satyam with respect to fraud , erstwhile Satyam received letters from ³⁷ companies seeking confirmation by way of acknowledgement of receipt of certain alleged amounts by the erstwhile Satyam (referred to as 'alleged advances'). These letters were followed by legal notices from them, claiming repayment of the alleged advances aggregating to Rs. 12,304 Million stated to be given as temporary advances but without any evidence in support or the nature of these transactions. The legal notices also claimed damages/compensation @18% per annum from the date of the advances till the date of repayment. The erstwhile Satyam has not acknowledged any liability to any of the ³⁷ companies and has replied to the legal notices stating that the claims are legally untenable.

The ³⁷ companies have filed petitions/suits for recovery against the erstwhile Satyam before the City Civil Court, Secunderabad (Court), of which ¹ petition has been converted into ^a suit and the balance ³⁶ petitions are at various stages of pauperism/suit admission. Further, they have filed appeals before the Division Bench of the Hon'ble High Court of Andhra Pradesh, against the Orders of the Hon'ble High Court of Andhra Pradesh and the Hon'ble High Court of Bombay sanctioning the scheme of merger of erstwhile Satyam with the Company w.e.f. April 1, 2011, which are yet to be heard. One of the aforesaid companies has also appealed against the Order rejecting the Petition for winding—up of the erstwhile Satyam. These matters have been combined for hearing.

The Directorate of Enforcement (ED) while investigating the matter under the Prevention of Money Laundering Act, ²⁰⁰² (PMLA) had directed the erstwhile Satyam not to return the alleged advances until further instructions. In furtherance to the investigation, certain fixed deposits of the Company with certain banks, then aggregating to Rs. 8,220 Million were alleged by ED to be 'proceeds of crime' and were provisionally attached vide Order dated October 18, ²⁰¹² by the ED (the Order). The Hon'ble High Court of Judicature at Hyderabad ('the Court') granted stay of the said Order and all proceedings thereto vide its order dated December 11, 2012. Thereafter, the Court, vide its Order dated December 31, ²⁰¹⁸ set aside the provisional attachment Order of ED dated October 18, ²⁰¹² and directed the banks to release the fixed deposits of the Company. Accordingly, these fixed deposits have been released by the banks.

in view of the aforesaid developments and based on an external legal opinion, the Management believes that the claim by the ³⁷ companies for repayment of the alleged advances, including interest thereon is not legally tenable. Consequently, pending the final outcome of the proceedings, as ^a matter of prudence, the Company has accounted and disclosed the amount of Rs. 12,304 Million as 'Suspense Account (net)'.

Satyam Venture Engineering Services Private Limited (SVES)

Accounting for sales commission

The Company carries ^a contingency provision in the books representing provision with respect to sales commission, if any, payable to Venture Global LLC for the period from financial year 2005—2006 to 2011-2012 amounting to Rs. ⁵²⁹ Million.

During the financial year 2011v2012, the Board of SVES reassessed the need to accrue sales commission considering that no services were rendered by Venture Global LLC during the period from FY 2005-2006 to FY 2011-2012. Accordingly, the Board of SVES decided to write back sales commission amounting to Rs. ³⁵⁹ Million pertaining to the years from FY 2005-2006 to FY 2010-2011 and to not accrue for sales commission for FY 2011-2012 amounting to Rs. ¹⁷⁰ Million. However, pending the final disposal of legal proceedings in relation to disputes between Tech Mahindra Ltd and Venture Global LLC, the Board decided to account for ^a contingency provision for the sales commission amounting to Rs. ⁵²⁹ Million covering the period from FY 2005- ²⁰⁰⁶ to FY 2011-2012. Considering the Order of the Hon'ble High Court of Andhra Pradesh dated August 23, ²⁰¹³ directing all parties to maintain status duo, the Board based on ^a legal opinion decided not to reverse the contingency provision made in FY 2011-2012. Further, since the matter is subjudice, sales commission for subsequent periods has been disclosed as ^a contingent liability amounting to Rs. 1,784 Million as on March 31, ²⁰¹⁹ (March 31, 2018:

Rs. 1,446 Million). Preparation of financial statements

At the Annual General Meetings of SVES held on October 29, 2012, September 10, 2013, September 22, 2014, September 07, ²⁰¹⁵ , July 29, ²⁰¹⁶ , July 19, ²⁰¹⁷ and July 23, ²⁰¹⁸ one of the shareholders abstained from voting on the resolution for adoption of audited financial statements as at and for the years ended March 31, 2012, March 31, 2013, March 31, 2014, March 31, 2015, March 31, 2016, March 31,2017 and March 31, ²⁰¹⁸ respectively. In the absence of unanimous consent of both the shareholders of SVES, the said financials have not been approved.

The financial statements as at and year ended March 31, ²⁰¹⁹ have been drawn up incorporating the opening balances based on above said financial statements which have not been adopted by the Shareholders. Adjustments required, it any, will be made in accounts as and when determined,

m Effective April 1, 2018, the Company has adopted Ind AS ¹¹⁵ using the cumulative effect method. The standard is applied retrospectively to contracts that are not completed as at the date of initial application and the comparative information is not restated. The effect of adoption of the standard did not have any significant impact on the financial statements of the Company.
Tax expense for the Quarter Ended ("QE") March 31, ²⁰¹⁹ is net of excess provision of RsNil of earlier periods, no longer required, written back (QE December 31, 2018: Rs. 1,351 Million; QE March 31, 2018: Rs. 43 Million). Tax expense for the year ended March 31, ²⁰¹⁹ is net of excess provision of Rs. 3,032 Million of earlier periods, no longer required, written back (year

ended March 31, 2018: Rs. 2,573 Million).

Previous period's figures have been regrouped wherever necessary.

coon Emphasis of Matters

The Emphasis of Matters in the Auditor's Report pertains to the following: (i) With relation to Note ⁴ in respect of certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile Satyam), amalgamated with the Company with effect from April 1, ²⁰¹¹ which is discussed below:

The Company's management, on the basis of current legal status and external legal opinion. has concluded that claims made by ³⁷ companies in the City Civil Court for alleged advances amounting to Rs. 12,304 Million made by these companies to erstwhile Satyam and presented separately under'Suspense account (net), will not sustain on ultimate resolution by the Court.

(ii) With relation to Note ⁵ in case of one of the subsidiaries of the Group, the other auditors in their auditor's report have drawn attention to ^a possible charge, that may arise in respect of the on-going dispute which is currently sub-judice between the promoters of the subsidiary on various issues relating to the shareholders agreement, the outcome of which is not determinable at this stage. Further, the auditors have drawn attention to the fact that the annual financial statements for the years ended from March 31, ²⁰¹² to March 31, ²⁰¹⁸ have not been adopted by the members of that subsidiary in their respective annual general meetings in the absence of unanimous consent of both the shareholders in terms of the Articles of Association of the subsidiary company. The financial statements as at and for the quarter and year ended March 31, ²⁰¹⁹ have been drawn up incorporating the opening balances based on the above mentioned financial statements which have not been adopted by the shareholders of the subsidiary company. Adjustments to the opening balances, if any, will be made in the financial statements as and when determined.

Management response to Emphasis of Matters:

With regard to the Emphasis of Matters stated in Note ⁹ above, there are no additional developments on Emphasis of Matters mentioned in Notes ⁴ and ⁵ above which require adjustments to the financial results.

The figures for the quarter ended March 31, ²⁰¹⁹ and the corresponding quarter ended in the previous year as reported in these consolidated financial results are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to the end of the third quarter of the relevant financial year.

12 The Financial Results have been made available to the Stock Exchanges where th Company's securities are listed and 'Company's website (www.techmahindra.com).

Date : May 21, 2019 Place: Mumbai

BSR&Co.LLP

Chartered Accountants

5th Floor, Lodha Excelus, Telephone +91 (22) 4345 5300 Apollo Mills Compound Fax +91 (2214345 5399 N. M. Joshi Marg, Mahalaxmi Mumbai — 400 011 India

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Board of Directors of Tech Mahindra Limited

We have audited the annual consolidated financial results of Tech Mahindra Limited ('the Company'), its subsidiaries (collectively referred to as 'the Group") and its associates for the year ended ³¹ March 2019, attached herewith, being submitted by the Company pursuant to the requirement of Regulation ³³ of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ ("Listing Regulations'). Attention is drawn to the fact that the figures for the last quarter ended ³¹ March ²⁰¹⁹ and the corresponding quarter ended in the previous year as reported in these annual consolidated financial results are the balancing figures between consolidated audited figures in respect of the full financial year and the published year to date audited consolidated figures upto the end of the third quarter of the relevant financial year.

These annual consolidated financial results have been prepared from annual consolidated financial statements and audited quarterly consolidated financial results, upto the end of third quarter, which are the responsibility of the Company's management. Our responsibility is to express an opinion on these annual consolidated financial results based on our audit of such annual consolidated financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, ²⁰¹⁵ as per section ¹³³ of the Companies Act, ²⁰¹³ and other accounting principles generally accepted in India and in compliance with Regulation ³³ of the Listing Regulations.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the annual consolidated financial results are free of material misstatement. An audit includes examining, on ^a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides ^a reasonable basis for our opinion.
We draw attention to the following notes to the annual consolidated financial results:
a) Note ⁴ ofthe annual consolidated financial results in respect of certain matters relating to erstwhile Satyam Computer Services Limited ("erstwhile Satyam"), amalgamated with the Company with effect from April 1, 2011. The Company's management, on the basis of current legal status and external legal opinion, has concluded that claims made by ³⁷ companies in the City Civil Court, for alleged advances amounting to Rs. 12,304 million, to erstwhile Satyam and presented separately under "Suspense account (net)", will not sustain on ultimate resolution by the Court as explained in the aforesaid note.

Lodha Excelus, »' :'ol' Hills Compcand * ^N ^M JoshiMa'g Mahalaxvn t'}\ "Mural m" "'1"; f

^B ^S ^R & Co (a partnership firm with Registered Office: 9",? Registration No. BA61223) converted into 5th Floor, Lodha Excelus ⁹ ^B ^S ^R & Co. LLP (8 Limited Liability, Partnership Apollo Mills Compound with LLP Registration No. AAB-8181) N. M. Joshi Marg, Mahalaxmi with effect from October 14, 2013 Mumbai ^~

400 011. India

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (continued)

b) Note ⁵ which more fully explains that in case of one of the subsidiaries of the Group, the other auditors in their auditors" report have drawn attention to ^a possible charge, that may arise in respect of the on—going dispute which is currently sub-judice between the promoters of the subsidiary on various issues relating to the shareholders agreement, the outcome of which is not determinable at this stage.

Further, the auditors have drawn attention to the fact that the annual financial statements, ofthe said subsidiary, for the years ended from ³¹ March ²⁰¹² to ³¹ March ²⁰¹⁸ have not yet been adopted by the members of that subsidiary in the annual general meetings in the absence of unanimous consent of both the shareholders. The financial statements as at and for the year ended ³¹ March 2019 have been drawn up by incorporating the opening balances based on the above mentioned financial statements. Adjustments to the opening balances, if any, will be made once the abovementioned financial statements are adopted.

Our opinion is not modified in respect of these matters.

We did not audit the financial statements of ⁸³ subsidiaries included in the annual consolidated financial results, whose annual financial statements reflect total assets of Rs. 87,701 Million as at ³¹ March ²⁰¹⁹ as well as the total revenue of Rs 129,801 Million for the year ended ³¹ March 2019. The annual consolidated financial results also include the Group's share ofnet loss (and other comprehensive income) of Rs ⁶⁵⁵ Million for the year ended ³¹ March ²⁰¹⁹ in respect of ⁶ associates. These annual financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion on the annual consolidated financial results, to the extent they have been derived from such annual financial statements is based solely on the report of such other auditors

Our opinion on the annual consolidated financial results is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

In our opinion and to the best of our information and according to the explanations given to us and based on consideration of reports of other auditors on separate financial statements of the subsidiaries and associates as aforesaid, these annual consolidated financial results:
(i) include the annual financial results of the entities listed in Annexure 1;
(ii) have been presented in accordance with the requirements of Regulation ³³ of the Listing Regulations in this regard; and

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (continued)

(iii) give ^a true and fair View ofthe consolidated net profit and other comprehensive income and other financial information for the year ended ³¹ March 2019.

ForB ^S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022

Jamil Khatri Place: Mumbai Partner Date: ²¹ May ²⁰¹⁹ Membership No: ¹⁰²⁵²⁷

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (Continued)

Annexure 1: List of entities consolidated as at and year ended ³¹ March ²⁰¹⁹

i) List of subsidiaries:

Tech Mahindra (Americas) Inc.,
Tech Talenta Inc.,
FixStream Networks Inc.,
Fixstream India Private Limited
Tech Mahindra GmbH
TechM IT Services GmbH
Tech Mahindra Norway AS
Tech Mahindra (Singapore) Pte Limited
\oooqoxmgmw_ Tech Mahindra (Thailand) Limited
O PT Tech Mahindra Indonesia
11 Tech Mahindra ICT Services (Malaysia) SDN. BHD
12 Tech Mahindra (Beijing) IT Services Limited
13 Tech Mahindra (Nigeria) Limited
14 Tech Mahindra (Bahrain) Limited. S.P.C.
15 Tech Mahindra Business Services Limited
16 Tech Mahindra South Africa (Pty) Limited
17 Tech Mahindra Holdco Pty Limited (w.e.f. 15- Aug—2018)
18 K—Vision Co., Ltd (w.e.f. 14—Mar—2019)
19 Mahindra Technologies Services Inc.,
20 Tech Mahindra DRC SARLU
21 NTH Dimension Ltd
22 Tech Mahindra Arabia Limited
23 Tech Mahindra Growth Factories Limited
24 Tech Mahindra France SAS (till 22-May—2018)
25 Tech Mahindra Netherlands B.V.
26 Tech Mahindra Sweden AB
27 Tech Mahindra LLC (w.e.f. 14—Jun—2018)
28 Tech Mahindra Chile SpA (w.e.f. 17-Dec-2018)
29 Comviva Technologies Limited
30 Comviva Technologies Inc',(till 27-Mar-2019)
31 Comviva Technologies Nigeria Limited
32 Hedonmark (Management Services) Limited
33 Terra Payment Services S.A.R.L (Senegal)
34 Terra Payment Services (Mauritius)
35 Terra Payment Services (India) Private Limited
36 Tech Mahindra (Shanghai) Co. Ltd
37 Tech Mahindra (Nanjing) Co. Ltd
38 Tech Mahindra Technologies, Inc.
39 The Bio Agency Ltd
40 Tech Mahindra Vietnam Company Limited
41 Citisoft Plc.,
42 Citisoft Inc.,
43 Tech Mahindra Servicos De lnformatica Ltda
44 Tech Mahindra De Mexico S.DE R.L.DE C.V
45 Satyam Venture Engineering Services Private Limited
46 Satyam Venture Engineering Services (Shanghai) Co Limited
47 Satven GmbH
48 vCustomer Philippines Inc.,
49 vCustomer Philippines(Cebu), Inc.,
50 Mahindra Engineering Services (Europe) Limited
51 Inter—Informatics,spol. ^S no (w.e.f. 5-Sep-2018)
52 Inter—Informatics SRL(w.e.f. 5—Sep-2018)
53 TC Inter-Informatics as. (wet. 5-Sep-2018)
54 Comviva Technologies Singapore Pte. Ltd
55 Comviva Technologies FZ—LLC
56 Comviva Technologies B.V.
57 Comviva Technologies (Australia) Pty Ltd
58 Emagine International Pty Ltd
59 Comviva Technologies Madagascar Sarlu
60 Terra Payment Services South Africa (RF) (PTY) Ltd
61 Terra Payment Services (Netherlands) BV
62 Mobex Money Transfer Services Limited
63 Terrapay Services (UK) Limited (till 26—Mar-2019)
64 Comviva Technologies (Argentina) S.A
65 ATS Advanced Technology Solutions do Brasil Industria Comercio, Importacao ^e Exportacao Ltda
66 Terra Payment Services (Uganda) Limited
67 Terra Payment Services (Tanzania) Limited
68 Terra Payment Services S.A.R.L (Congo B) "
69 Comviva Technologies Colo -- -
70 Terra Payment Services

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (Continued)

Annexure 1: List of entities consolidated as at and year ended ³¹ March ²⁰¹⁹ (continued)

71	Terra Payment Limited Services (UK)	105
72	Mexico, S de R.L. de CV Comviva Technologies	106
73	YABX Technologies (Netherlands) B.V. (w.e.f 4- Jun— 2018)	107
74	Sofgen Holdings Limited	108
75	Sofgen Services Limited (till	109
76	25-Oct—2018) Sofgen Limited (till	110
77	16-May-2018) Sofgen Ireland Limited	111
78	Sofgen Consulting AG	112
79	Sofgen SA	113
80	Sofgen Africa Limited	114
81	Sofgen West Africa Limited (till 17—Aug-2018)	115
82	Sofgen Sdn Bhd	116
83	Sofgen Services Pte. Ltd.	117
84	Lightbridge Communications Corporation	118
85	LCC Diseno y Servicios de RED Peru S.R.L. (till	119
86	16-Nov—2018) Leadcom Integrated Solutions (L.I.S) Ltd.	120
87	Leadcom Ghana Limited	121
88	Leadcom Gabon S.A.	122
89	Leadcom Integrated Solutions Rwanda Ltd.	123
90	Leadcom Integrated Solutions Tchad SARL	124
91	Leadcom Integrated Solutions (SPV) SAS	125
92	STA Gabon	126
93	STA Dakar	127
94	Societe deTelecommunications Africaine (STA) Abidjan	128
95	Coniber S.A.	129
96	Leadcom Integrated Solutions Myanmar Co., Ltd	130
97	B.V. PF Holdings	131
98	Pininfarina S.p.A.	132
99	Target Group Limited	133
100	Target Servicing Limited	134
101	Target Financial Systems Limited	I35
102	Elderbridge Limited	136
103	Harlosh Limited	137

104 Harlosh NZ Limited

105	Terra Payment Services Botswana
	(Proprietary) Limited
106	Tech Mahindra Network Services International
	Inc.,
107	Tech Mahindra Network Services Belgium
108	LCC Telecom GmbH
109	LCC Design and Deployment Services Ltd.
110	LCC Italia s.r.l.
111	LCC Network Services, B.V.
112	LCC North Central Europe, B.V.
113	B.V LCC Europe
114	LCC Telekomunikasyon Servis Limited
115	LCC United Kingdom Limited
116	LCC Deployment Services UK Limited
117	LCC Wireless Communications Services
	Marox, SARLAU
118	LCC Middle East FZ-LLC
119	& LCC Engineering Deployment Services
	Misr, Ltd
120	till LCC India Private Limited ( 9-Aug—2018)
121	LCC Saudi Telecom Services, Ltd.
122	LCC Saudi Arabia Telecom Services Co.
	Ltd/Jordan WLL
123	LCC Muscat LLC
124	Lightbridge Communications Corporations LLC
125	LCC do Brasil Ltda
126	Tech—Mahindra Bolivia S.R.L.
127	Tech—Mahindra Panama, S.A.
128	Tech Mahindra Costa Rica
129	Sociedad Anonima Tech Mahindra Colombia S.A.S
130	Pininfarina of
131	America Corp. Gmbh
132	Pininfarina Deutschland Holding Pininfarina Deutschland Gmbh
133	Pininfarina Shanghai Co., Ltd
134	Pininfarina Engineering S.R.L (w.e.f. 14—May
	2018)
I35	Tech Mahindra Fintech Holdings Limited
136	Target Topco Limited
137	Target TG Investments Limited
138	HCI Group UK Limited

	Loom Excelus.

m'rv Mills l',nrru[r(,i..ui ^N ^M Jr": Marc ME .mxnu Mumnm "100-13?"

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (Continued)

Annexure 1: List of entities consolidated as at and year ended ³¹ March ²⁰¹⁹ (continued)

139 Tech Mahindra Healthcare Systems Holdings LLC
140 Tech Mahindra Healthcare LLC
141 The C]S Solutions Group, LLC
142 C]^S Solutions Group Canada ULC
143 HCI Group Australia Pty Ltd
144 TML Benefit Trust
145 Healthcare Clinical Informatics Ltd
146 High Resolution Consulting Limited
147 High Resolution Resourcing Limited
148 HCI Group DMCC
149 Inter-Informatics s.r.o (till 13-Feb—2019)
150 LCC Central America de Mexico, SA de CV
151 LCC France SARL
152 LCC Wireless Communications Espana, SA
153 LCC Networks Poland Sp.z.o.o
154 Leadcom Integrated Solutions International B.V.
155 Leadcom Uganda Limited
156 Leadcom DRC SPRL
157 Leadcom Integrated Solutions Tanzania Ltd.
158 Tech—Mahindra de Peru S.A.C.
159 Tech-Mahindra Guatemala S.A
160 Tech—Mahindra Ecuador S.A
161 Tech—Mahindra S.A
162 Leadcom Integrated Solutions Kenya Limited

ii) List of Associates:

Avion Networks, Inc.,
SARL Djazatech
EURL LCC UK Algerie
Aww~ IQS Information Solutions WLL (till 26—Nov-2018)
Goodmind S.r.1.
ON Signature S.r.1.
Altiostar Networks, Inc.

Tech Mahindra Limited

Registered Office : Gateway Building, Apollo Bunder, Mumbai ⁴⁰⁰ 001. Website : www.techmahincira.com. Email : [email protected]. ClN : L64200MH1986PLC041370

Standalone Audited Financial Results for the quarter and year ended March 31, ²⁰¹⁹

						Rs. in Million
	'		Quarter ended		Year ended
	Pam"la's	March 31, 2019 Dec???		31' March	31,2018 March 31, 2019 March 31,2018
1	Revenue from Operations	70,646	69,897	60,261	272,196
2	Other Income	2,923	814	4,023	9,601	236,922 17,280
3	Total Revenue (1 + 2)	73,569	70,711	64,284	281,797	254,202
4	EXPENSES Employee Benefit Expenses Subcontracting Expenses Finance Costs Depreciation and Amortisation Expense Other Expenses	22,029 26,330 103 1,516	21,547 25,488 129 1,621	20,261 22,573 167 1,798	84,440 101,207 431 6,587	81,240 90,257 708 6,563
	Total Expenses	10,676	8,078	6,590	34,859	26,432
5 6	Profit before Tax (3 — 4) Tax Expense Current Tax Deferred Tax	60,654 12,915 3,110	56,863 13,848 1,877	51,389 12,895 2,771	227,524 54,273 10,652	205,200 49,002 9,308
	Total Tax Expense	(6)	442	346	(183)	(245)
7 8	Profit after tax (5 — 6) Other Comprehensive income	3,104 9,811 982	2,319 11,529 4,176	3,117 9,778 (1,943)	10,469 43,804 1,670	9,063 39,939 (4,196)
9	Total Comprehensive Income (7 + 8)	10,793	15,705	7,835
	10 Paid-up Equity Share Capital (Face Value of Share Rs. 5) 11 Total Reserves 12 Earnings Per Equity Share (Rs) (EPS for the quarter ended periods is not annual/36d) Basic — Diluted —	4,917 9.98 9.84	4,905 11.72 11.64	4,897 9.99 9.91	45,474 4,917 201,557 44.58 43.93	35,743 4,897 190,451 4079 40.48

Tech Mahindra Limited

Registered Office : Gateway Building, Apollo Bunder, Mumbai ⁴⁰⁰ 001. Website : www.techmahindra.com. Email : [email protected]. CIN : L64200MH1986PLCO41370

Standalone Audited Financial Results for the quarter and year ended March 31,2019

Audited Standalone Balance Sheet	Rs. in Million
Particulars	As at March	As at March
	31,2019	31,2018
Non-Current Assets
(a) Property, Plant and Equipment	19,019	22,380
(b) Capital Work-in-Progress	2,713	2,354
(0) Investment Property	1,141	1,289
(d) Intangible Assets	7,695	8,636
(e) Financial Assets
(i) Investments	66,287	68,650
(ii) Trade Receivables (iii) Other Financial Assets	-	-
	4,559	2,135
(f) Advance lncome Taxes (Net of provisions)	17,093	12,573
(g) Deferred Tax Assets (Net)	2,182	2,753
(h) Other Non-Current Assets	3,538	3,817
Total Non -Current Assets	124,227	124,587
Current Assets (a) Financial Assets
(i) Investments
(ii) Trade Receivables	63,320	33,931
(iii) Cash and Cash Equivalents	59,633	51,010
(iv) Other Balances with Banks	9,581	8,892
	2,504	10,411
(v) Loans	68	2,009
(vi) Other Financial Assets	25,056	22,352
(b) Other Current Assets	19,007	15,112
Total Current Assets	179,169	143,717
TOTAL ASSETS	303,396	268,304
EQUITY AND LlABlLITlES
Equity
(a) Equity Share Capital
(b) Other Equity	4,917	4,897
Total Equity	201,557 206,474	190,451 195,348
Liabilities
Non—current liabilities
(a) Financial Liabilities
(i) Borrowings
(ii) Other Financial Liabilities	43	1,450
(b) Provisions	2,032	4,612
Total Non — Current Liabilities	4,100	3,954
Current liabilities	6,175	10,016
(a) Financial Liabilities
(i) Trade Payables
(1) Dues of micro enterprises and small enterprises
	18	22
(2) Dues of creditors other than micro enterprises and small enterprises (ii) Other Financial Liabilities	28,862	20,657
(b) Other Current Liabilities	27,155	10,490
(0) Provisions	12,110	10,240
	1,997	2,390
(d) Current Tax Liabilities (Net)	8,301	6,837
Total Current Liabilities	78,443	50,636
Suspense Account (Net)	12,304	12,304
Total Equity and Liabilities and Suspense Account	303,396	268,304

Notes :

¹ The quarterly and yearly financial results have been reviewed by the Audit Committee and taken on record by the Board of Directors in its meeting held on May 21, 2019.

² The Board of Directors has recommended ^a final dividend of Rs.14/— per share on face value of Rs. 5/— (280%).

³ The Board of Directors of Tech Mahindra Limited ('the Company') at its meeting held on February 21, ²⁰¹⁹ approved ^a proposal to buyback upto 20,585,000 equity shares of the Company for an aggregate amount not exceeding Rs.19,556 Million being 2.09% of the total paid up equity share capital at Rs. ⁹⁵⁰ per equity share. Letter of Offer was issued to all eligible shareholders holding shares as on March 06, 2019. The period for tendering of shares for buyback was from March 25, ²⁰¹⁹ to April 5, 2019. The intimation regarding acceptance or non—acceptance of tendered equity shares to the stock exchange was made on April 12, 2019, the bids were settled and payment was made to shareholders on April 15, 2019. The unaccepted shares were returned to eligible shareholders on April 16, 2019. Pursuant to the issuance of Letter of Offer, the Company has recorded ^a payable of Rs. 19,556 Million as at March 31, ²⁰¹⁹ as contractual financial liability.

⁴ Certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile Satyam):

Proceedings in relation to 'Alleged Advances':

Erstwhile Satyam with respect to fraud, erstwhile Satyam received letters from ³⁷ companies seeking confirmation by way of acknowledgement of receipt of certain alleged amounts by the erstwhile Satyam (referred to as 'alleged advances'). These letters were followed by legal notices from them, claiming repayment of the alleged advances aggregating to Rs. 12,304 Million stated to be given as temporary advances but without any evidence in support of the nature of these transactions. The legal notices also claimed damages/compensation @18% per annum from the date of the advances till the date of repayment, The erstwhile Satyam has not acknowledged any liability to any ofthe ³⁷ companies led to the legal notices stating that the claims are legally untenable,

Tech Mahindra Limited

Registered Office : Gateway Building, Apollo Bunder, Mumbai 400 001. Website : www.techmahindra.com. Email : [email protected]. CIN : L64200MH1986PLCO41370

Standalone Audited Financial Results for the quarter and year ended March 31, ²⁰¹⁹

The ³⁷ companies have filed petitions/suits for recovery against the erstwhile Satyam before the City Civil Court, Secunderabad (Court), of which ¹ petition has been converted into ^a suit and the balance 36 petitions are at various stages of pauperism/suit admission. Further, they have filed appeals before the Division Bench of the Hon'ble High Court of Andhra Pradesh, against the Orders of the Hon'ble High Court of Andhra Pradesh and the Hon'ble High Court of Bombay sanctioning the scheme of merger of erstwhile Satyam with the Company w.e.f. April 1, 2011, which are yet to be heard. One of the aforesaid companies has also appealed against the Order rejecting the Petition for winding-up of the erstwhile Satyam. These matters have been combined for hearing.

The Directorate of Enforcement (ED) while investigating the matter under the Prevention of Money Laundering Act, 2002 (PMLA) had directed the erstwhile Satyam not to return the alleged advances until further instructions. In furtherance to the investigation, certain fixed deposits of the Company with certain banks, then aggregating to Rs. 8,220 Million were alleged by ED to be 'proceeds of crime' and were provisionally attached vide Order dated October 18, 2012 by the ED (the Order). The Hon'ble High Court of Judicature at Hyderabad ('the Court') granted stay of the said Order and all proceedings thereto vide its order dated December 11, 2012. Thereafter, the Court, vide its Order dated December 31, 2018 set aside the provisional attachment Order of ED dated October 18, 2012 and directed the banks to release the fixed deposits of the Company. Accordingly, these fixed deposits have been released by the banks.

In view of the aforesaid developments and based on an external legal opinion, the Management believes that the claim by the 37 companies for repayment of the alleged advances, including interest thereon is not legally tenable. Consequently, pending the final outcome of the proceedings, as a matter of prudence, the Company has accounted and disclosed the amount of Rs. 12,304 Million as 'Suspense Account (net)'.

The Company, pursuant to ^a scheme of arrangement approved by the Courts, has taken over all assets and liabilities of Sofgen lndia Private Limited (100% indirect subsidiary) at book values in accordance with the peeling of interests' method as per Appendix ^C of lnd AS ¹⁰³ Business Combinations' and comparatives have been restated from the beginning of the previous year i.e. from April 1, 2017.
Pursuant to Business Transfer Agreement entered during the year, Tech Mahindra Limited acquired certain assets and liabilities from Sofgen UK (100% indirect subsidiary).The transaction has been accounted under the 'pooling of interests' method in accordance with Appendix ^C of Ind AS 103 'Business Combinations' and comparatives have been restated from the beginning of the previous year i.e. April 1, 2017.
Effective April 1, 2018, the Company has adopted Ind AS 115 using the cumulative effect method. The standard is applied retrospectively to contracts that are not completed as at the date of initial application and the comparative information is not restated. The effect of adoption of the standard did not have any significant impact on the financial statements of the Company.
Tax expense for the Quarter Ended ("QE") March 31, 2019 is net of excess provision of Nil of earlier periods, no longer required, written back (QE December 31, 2018: Rs. 1,351 Million; QE March 31,2018: Rs. 113 Million). Tax expense for the year ended March 31, 2019 is net of excess provision of Rs. 3,018 Million of earlier periods, no longer required, written back (year ended March 31,2018: Rs. 1,806 Million).
Previous period's figures have been regrouped wherever necessary.

Emphasis of Matter

The Emphasis of Matter in the Auditor's Report pertains to the following:

With relation to Note ⁴ in respect of certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile Satyam), amalgamated with the Company with effect from April 1, 2011 which is discussed below:

The Company's management, on the basis of current legal status and external legal opinion, has concluded that claims made by ³⁷ companies in the City Civil Court for alleged advances amounting to Rs. 12,304 Million made by these companies to erstwhile Satyam and presented separately under 'Suspense account (net)', will not sustain on ultimate resolution by the Court.

1 _| Management response to Emphasis of Matter:

With regard to the Emphasis of Matter stated in Note ¹⁰ above, there are no additional developments on Emphasis of Matter mentioned in Note ⁴ above which require adjustments to the financial results.

12 The figures for the quarter ended March 31, 2019 and the corresponding quarter ended in the previous year as reported in these standalone financial results are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to the end of the third quarter of the relevant financial year, as adjusted to give effect to the scheme of merger explained in Note ⁵ and Note 6.
13 The Financial Results have been made available to the Stock Exchanges where the Company's securities are listed and are posted on the Company's website (www.techmahindra.com).

C. P. Gurnani Managing Director & CEO

Date : May 21, 2019 Place : Mumbai

BSR&C0.LLP

Chartered Accountants

Apollo Mills Compound Fax +91 (22) 4345 5399 N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 India

5th Floor, Lodha Excelus, Telephone +91 (22) 4345 5300

Independent Auditors' report on annual standalone financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

Board of Directors of Tech Mahindra Limited

. We have audited the annual standalone financial results of Tech Mahindra Limited ("the Company") for the year ended ³¹ March ²⁰¹⁹ ("annual standalone financial results"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation ³³ of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ ('Listing Regulations'). Attention is drawn to the fact that figures for the last quarter ended ³¹ March ²⁰¹⁹ and the corresponding quarter ended in the previous year as reported in these annual standalone financial results are the balancing figures between audited figures in respect ofthe full financial year and the published year to date audited figures upto the end ofthe third quarter of the relevant financial year.
. These annual standalone financial results have been prepared on the basis of the annual standalone financial statements and audited quarterly standalone financial results upto the end ofthird quarter, which are the responsibility ofthe Company's management. Our responsibility is to express an opinion on these annual standalone financial results based on our audit of the annual standalone financial statements which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (lndian Accounting Standards) Rules, ²⁰¹⁵ as per section ¹³³ of the Companies Act, ²⁰¹³ and other accounting principles generally accepted in India and in compliance with Regulation ³³ of the Listing Regulations.
. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the annual standalone financial results are free of material misstatements. An audit includes examining, on ^a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides ^a reasonable basis for our opinion.
. We draw attention to note ⁴ ofthe annual standalone financial results in respect of certain matters relating to erstwhile Satyam Computer Services Limited ("erstwhile Satyam"), amalgamated with the Company with effect from ¹ April 2011. The Company's management, on the basis of current legal status and external legal opinion, hasconcluded that claims made by ³⁷ companies in the City Civil Court for alleged advances amounting to Rs. 12,304 million, to erstwhile Satyam and presented separately under "Suspense account (net)", will not sustain on ultimate resolution by the Court as explained in the aforesaid note.

Our opinion is not modified in respect ofthis matter.

^B ^S ^R & Co (a partnership firm with Registered Office: Registration No. BA61223) converted into 5th Floor, Lodha Excelus ^B ^S ^R ⁸¹ Co. LLP (a Limited Liability, Partnership Apollo Mills Compound with LLP Registration No. AAB~8181) N. M. Joshi Marg, Mahalaxmi with effect from October 14, 2013 Mumbai -

400 011. India

Independent Auditors' report on annual standalone financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (continued)

. In our opinion and to the best of our information and according to the explanations given to us these annual standalone financial results:
(i) are presented in accordance with the requirements of Regulation ³³ of the Listing Regulations in this regard; and
(ii) give ^a true and fair view of the standalone net profit and other comprehensive income and other financial information for the year ended ³¹ March 2019.

For B ^S R & Co. LLP CharteredAccountants Firm's Registration No.: 101248W/W-100022

Jamil Khatri Place: Mumbai Partner Date: ²¹ May 2019 Membership No.102527

Tech Mahindra FY19 Revenue up 12.9%, EBITDA up 34.6% YoY

Board recommends dividend of if 14/— per share

Mumbai - May 21, 2019: Tech Mahindra Ltd., ^a specialist in digital transformation, consulting and business reengineering today announced the audited consolidated financial results for its fourth quarter and year ended March 31, 2019

Financial highlights for the'Year (USD)

. Revenue at USD 4,970.5 mn; up 4.2% YoY
⁰ Revenue growth up 5.8% YoY, in constant currency terms
⁰ Revenue from digital services grew 41% YoY
. EBITDA at USD 905.9 mn; up 24.3% YoY
. Consolidated PAT at USD 614.6 mn, up 4.5% YoY
. Free Cash flow for FY19 at USD 534.5 mn

Financial highlights for the year (i)

⁰ Revenue at € 34,742 crore; up 12.9% YoY
. EBITDA at ^E 6,337 crore; up 34.6% YoY;
o Margins at 18.2%; up 290 bps YoY
⁰ Profit after tax (PAT) at ? 4,298 crore; up 13.1% YoY
⁰ Earnings per share (EPS) was at € 48.5 for the year ended March 31, 2019
^o The Board has proposed ^a dividend of "z" ¹⁴ /- per share on the FV of ^E ⁵ (280%).
^c Free Cash flow for FY19 at € 3,708 Crore

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Financial highlights for the quarter (USD)

⁰ Revenue at USD 1,267.5 mn; up 1.9% YoY
. EBITDA at USD 234.8 mn; up 8.1% YoY
. Consolidated PAT at USD 162.3 mn, down 13.7% YoY

Other Highlights

. Total headcount at 121,082; up 8,275 annually;
0 BPO headcount at 43,081
. Cash conversion to PAT at 107% for Q4'19 and 87% for FY'19
. Cash and Cash equivalent of USD 1,401 mn as of March 31, ²⁰¹⁹
. The Active Clients count stood at ⁹³⁸ in Q4'19, up by ³ QoQ

^C P Gurnani, Managing Director & Chief Executive Officer, Tech Mahindra said, "We had ^a satisfactory year, characterized by significant margin improvements, ^a growing digital portfolio and considerable increase in deal wins. While ourEnterprise business has performed satisfactorily during the year, we are encouraged by the revival of the Communications business. Our continued investments into ourpartner ecosystem forbuilding ^a unique portfolio of 5G offerings will enable us to address the Networks of the Future opportunity."

Manoj Bhat, Chief Financial Officer, Tech Mahindra said, "It has been ^a year of overall operational performance improvement on various fronts, leading to ^a significant expansion in EBITDA margin year on year. We initiated our maiden share buyback program on the back of ^a healthy cash conversion during the year, with ^a view to returning enhanced value to our shareholders. "

Key Wins:

Selected by one of the world's top technology players in Asia as an automation partner to digitally transform and enhance its process efficiency and lT solutions through smart and intelligent operations.
TechM has been selected by ^a leading Aircraft Manufacturer for full aircraft cabin design and engineering for all its programs.
Engaged by ^a Government Agency in the Middle Eastern region as ^a strategic partner to support their digitization initiatives.
TechM has been selected by ^a Tier ¹ American Telco to design, build, maintain and support their real-time analytics platform, leveraging Tech Mahindra's agile delivery model.
Signed ^a deal with ^a Department of an African Government for SAP S/4 HANA Implementation across different units.
TechM has won ^a deal with ^a leading network equipment provider. TechM will be responsible for end to end management of their cloud engineering services.
Engaged by ^a UK-based multi-national banking and financial services organization as ^a strategic partner for transformation journey of its Malaysian operations.
Signed ^a deal with ^a leading semiconductor manufacturer in the US. TechM is required to design, build and manage the lT Infrastructure (Towers -— hosting, networking, workspace, IT security and service management) and applications environments and services for the customer over the next four years.
Selected by ^a leading cloud platform company as the managed services partner for the management, maintenance, support, and operations of the infrastructure.
TechM has won ^a deal with one of the largest Telcos in the Caribbean region for ^a greenfield transformation project, leveraging Tech Mahindra's knowledge of best practices and processes,
Selected by ^a US headquartered largest wellness platform serving ³⁵ Mn customers across 130 countries as ^a strategic consulting and transformation partner.

Tech '

mahindra

3|Page

Engaged by one of the largest courier and local package delivery service provider as ^a managed services partner for its infrastructure services.

Business Highlights:

⁰ Tech Mahindra and University of Nebraska at Omaha (UNO) collaborate to create ^a Future-Ready Workforce in the Midwestern US, armed with the latest digital capabilities and in demand skills.
⁰ Tech Mahindra will enter into ^a unique partnership with US. Based Orbic to 00- design and co create ^a 5G device portfolio including ^a Smartphone, Tablet, Hotspot and Home Router in lndia and the US, for the global markets.
. Tech Mahindra has joined the TBCASoft to promote the Cross-Carrier Blockchain Platform for telecom carriers.
⁰ University of Sydney partners with Tech Mahindra's research arm, Makers Lab to co-create Next Gen Technology Solutions to tackle issues set out by industry, community and government organizations.
. Tech Mahindra Launches "netOps.ai" its Network Automation and Managed Services Framework based on Cl/CD (Continuous Integration / Continuous Deployment) principles to accelerate 5G Network adoption by automating all the key network life cycle stages.

Awards and Recognitions:

⁰ Tech Mahindra has been recognized as ^a gold winner for being the Most Innovative Cybersecurity Company for GDPR compliant offering — PDPAAS - Privacy and Data Protection as a Service at the Cybersecurity Excellence Awards 2019.
. Tech Mahindra won Best Crisis and Reputation Communication of the Year ²⁰¹⁹ at tst edition of Corporate Communication PR Summit & Awards organized by Kamikaze BZB Media.
. TechMNxt Communication campaign emerged as ^a winner in the Best Campaign in Enterprise (BZB) category at the Economic Times Kaleido Awards 2019.

⁰ Tech Mahindra has been selected as Brand of the Decade 2019 by BARC Asia, ^a media research and rating agency. The parameters forjudging included — Trust, Image, Sustainability, Goodwill, Positioning, Recall, Growth, Reach, Innovation.

About Tech Mahindra

Tech Mahindra represents the connected world, offering innovative and customer—centric information technology experiences, enabling Enterprises, Associates and the Society to RiseTM. We are a USD 4.9 billion company with 121,000+ professionals across 90 countries, helping 938 global customers including Fortune 500 companies. Our convergent, digital, design experiences, innovation platforms and reusable assets connect across ^a number of technologies to deliver tangible business value and experiences to our stakeholders. Tech Mahindra is the highest ranked Non—US. company in the Forbes Global Digital 100 list (2018) and in the Forbes Fab 50 companies in Asia (2018).

We are part of the USD ²¹ billion Mahindra Group that employs more than 200,000 people in over ¹⁰⁰ countries. The Group operates in the key industries that drive economic growth, enjoying ^a leadership position in tractors, utility vehicles, after-market, information technology and vacation ownership.

Connect with us on www.techmahindra.com || Our Social Media Channels H a,53

For Further Queries:

Jaidev N. Iyengar	Tuhina Pandey
Head — Investor Relations	Head — Corporate Communications & Public Affairs
Phone: +91 9923453008	Phone: +91 98204 97890
Email: [email protected]	Email: tuhina.pandev©TechMahindracom
Kavya Bagga	Abhilasha Gupta
Phone; +91 20 42252776	Global Corporate Communications
Email: [email protected]	Email: AGOO549378©TechMahindra.com
[email protected]	Media.relations@techmahindracom

Disclaimer

Certain statements in this release concerning the future prospects of Tech Mahindra Limited ("the Company" or "TechM") are fon/vard-Iooking statements. These statements by their nature involve risks and uncertainties that could cause Company's actual results differ materially from such fan/vard-Iooking statements. The Company, from time to time, makes written and oral forward-looking statements based on information available with the management of the Company and the Company does not undertake to update any forward—looking statement that may be made from time to time by or on behalf of the Company.

5|Page

Audited consolidated financial results for the quarter and year ended March 31, ²⁰¹⁹ drawn under India AS

Consolidated Income Statement (f Mn)

'		Quarter Ending		Year	Ending
Particulars '	Mar-19	Dec-18	Mar-18	Mar-19	Mar-18
Revenue	88,923	89,437	80,545	3,47,421	3,07,729
Cost of Services	59,482	59,845	54,886	2,33,590	2,15,300
Gross Profit	29,441	29,592	25,659	113,831	92,429
3G&A	13,054	12,366	11,540	50,462	45,333
EBITDA	16,387	17,226	14,119	63,369	47,096
Other Income	1,671	806	4,513	5,342	14,165
Interest EXpense	281	358	527	1,332	1 ,624
Depreciation & Amortization	2,704	2,836	2,986	11,292	10,850
Share of profit / (loss) from
associate	(272)	(132)	o	(655)	1
Profit before Tax	14,801	14,706	15,118	55,432	48,788
Provision for taxes	3,535	2,638	2,810	12,544	10,926
Minority Interest	59	(39)	(88)	88	136
Profit after Tax	11,325	12,029	1 2,220	42,976	37,998
f I EPS ( share)
Basic	12.77	13.55	13.84	48.47	43.02
Diluted	12.58	13.45	13.72	47.72	42.66

		Tech Mahindra Limited Consolidated Fact Sheet Data.
			P&L Summary (Rs in Mn) FY 2017'18					FY 2018—19
Particulars	Q1	Q2	Q3	Q4	Total	(11	02	Q3	Q4	Total
Revenue From Operations	73,361	76,063	77,760	80,545	307,729	82,763	86,298	89,437	88,923	347,421
Cost of services	52,818	53,789	53,807	54,886	215,300	57,340	56,923	59,845	59,482	233,590
Gross Profit	20,543	22,274	23,953	25,659	92,429	25,423	29.375	29.592	29,441	113.831
SGA	11,197	11,218	11,378	11,540	45,333	11,854	13,188	12,366	13,054	50,462
EBIDTA	9,346	11,056	12,575	14,119	47,096	13,569	16,187	17,226	16,387	63,369
EBIDTA %	12.7%	14.5%	16.2%	17.5%	15.3%	16.4%	18.8%	19.3%	18.4%	18.2%
Depreciation & Amortization	2,468	2,654	2,742	2,986	10,850	2,808	2,944	2,836	2,704	11,292
EBIT EBIT %	6,878	8,402	9,833	11,133	36,246	10,761	13,243	14,390	13,683	52,077
Other income	9.4%	11.0%	12.6%	13.8%	11.8%	13.0%	15.3%	16.1% 806	15.4%	15.0%
Foreign Exchange (Ioss)/ gain	4,109 2,726	3,222 2,270	2,321 1,011	4,513 1,743	14,165 7,750	1,114 147	1,751 501		1,671 252	5,342 121
interest, Dividend & Misc. income	1,383	952	1,310	2,770	6,415	967	1,250	(779) 1,585	1,419	5,221
Interest expense	370	386	341	527	1,624	305	388	358	281	1,332
Share of profit /(Loss) from associate	0	0	O	O	1	(118)	(133)	(132)	(272)	(655)
Profit Before Tax	10,617	11,239	11,814	15,118	48,788	11,452	14,473	14,706	14,801	55,432
Provision for taxes	2,699	2,847	2,570	2,810	10,926	2,457	3,914	2,638	3,535	12,544
Profit After Tax Before Minority Interest	7,918	8,392	9,244	12,308	37,862	8,995	10,560	12,068	11,266	42,888
Minority interest Net PM" After M'mr'ty '"tereSt (Share of the	68	(31)	187	(88)	136	(16)	84	(39)	59	88
Owners of the Company)	7,987	8,360	9,431	12,220	37,998	8,979	10,643	12,029	11,325	42,976
PAT %	10.9%	11.0%	12.1%	15.2%	12.3%	10.8%	12.3%	13.4%	12.7%	12.4%
(In Rs)— Before Non Recurring / Exceptional	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	Q4	Total
ems :EtPS
Basic Diluted	9.10	9.52	10.73	13.84	43.02	10.12	11.99	13.55	12.77	48.47
EPS (In Rs)— After Non Recurring/ Exceptional Items	8.98	9.40	10.61	13.72	42.66	10.07	11.93	13.45	12.58	47.72
Basic	9.10	9.52	10.73	13.84	43.02	10.12	11.99	13.55	12.77	48.47
Diluted	8.98	9.40	10.61	13.72	42.66	10.07	11.93	13.45	12.58	47.72
Total Headcount (As at period-end)	Q1	Q2
Software professionals	78,996	75,587	Q3 73,460	Q4 72,437		Q1 72,462	Q2 72,534	Q3 71,785	Q4 71,477
BPO professionals	30,322	35,287	35,496	34,190		34,700	39,407	43,439	43,081
Sales & support	6,662	6,351	6,285	6,180		6,390	6,450	6,618	6,524
Total Headcount	115,980	117,225	115,241	112,807		113,552	118,391	121,842	121,082
IT Attrition % (LTM) #	17%	16%	17%	18%		19%	20%	21%	21%
IT Utilization % #	77%	81%	83%	84%		81%	81%	82%	82%
IT Utilization % (Excluding TrainEes) It	81%	81%	83%	84%		84%	83%	83%	82%
Revenue By Geography % (Quarter Ended)	Q1	Q2	Q3	Q4	LTM	Q1	Q2	Q3	Q4	LTM
Americas	46.8%	45.3%	46.9%	47.4%	46.6%	48.2%	47.0%	47.4%	46.4%	47.2%
Europe Rest of world	298%	30.0%	29.8%	29.6%	29.8%	30.0%	29.6%	28.9%	28.6%	29.3%
Total	23.4% 100.0%	24.7% 100.0%	23.3% 100.0%	23.0% 100.0%	23.6% 100.0%	21.9% 100.0%	23.4% 100.0%	23.7% 100.0%	24.9% 100.0%	23.5% 100.0%
Revenue By Industry % (Quarter Ended)	Q1	Q2	Q3	Q4	LTM	Q1	Q2	Q3	Q4	LTM
Communication	45.2%	43.7%	42.8%	41.6%	43.3%	39.6%	41.5%	41.1%	42.7%	41.2%
Manufacturing	19.3%	19.0%	19.1%	19.3%	19.2%	20.1%	20.1%	20.5%	20.2%	20.2%
TechnologyMedia & Entertainment	6.0%	5.9%	6.5%	7.3%	6.5%	7.2%	7.3%	7.0%	7.5%	7.2%
Banking,Financial services & Insurance	14.4%	14.1%	13.3%	13.0%	13.7%	13.6%	13.5%	13.4%	13.1%	13.4%
Retail, Transport & Logistics Others	6.8% 8.3%	7.2% 9.9%	7.1% 11.3%	6.2% 12.6%	6.8% 10.6%	6.1% 13.4%	6.5%	6.7%	6.4%	6.4%
Total	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%	11.2% 100.0%	11.3% 100%	10.2% 100%	11.5% 100%
No. of Active Clients & % of Repeat Business	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	Q4	Total
No. of Active Clients	864	885	903	913		926	930	935	938
% of Repeat Business	97.2%	95.0%	92.9%	88.4%	93.4%	98.5%	97.4%	94.6%	88.7%	94.8%

mahlndrm

		Tech Mahindra Limited Consolidated Fact Sheet Data.
			FY 2017-18					FY 2018-19
Particulars	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	Q4	Total
No. of Million 5 Clients
2 \$1 million clients	377	390	389	392		396	407	416	425
2 \$5 million clients	139	147	154	156		154	157	157	156
2 \$10 million clients	74	81	83	85		86	86	88	83
2 \$20 million clients	41	4O	40	44		47	45	46	50
2 \$50 million clients	14	14	16	16		16	17	18	20
	Q1	Q2	Q3	Q4		0.1	Q2	Q3	Q4
TOP 5	25.9%	24.8%	23.2%	23.2%	24.2%	21.9%	23.3%	22.6%	22.8%	22.7%
Top 10	36.3%	35.1%	33.2%	32.7%	34.3%	32.5%	32.7%	31.6%	32.0%	32.2%
Top 20	48.5%	46.2%	45.0%	45.7%	46.3%	46.2%	45.6%	44.0%	45.1%	45.2%
On/Off Break-up in % (IT Business Revenue)	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	Q4	Total
Onsite	63.7%	64.1%	65.8%	67.0%	65.1%	66.6%	64.5%	65.5%	65.2%	65.4%
Offshore	36.3%	35.9%	34.2%	33.0%	34.9%	33.4%	35.5%	34.5%	34.8%	34.6%
Rupee USD Rate	Q1	Q2	Q3	Q4		Q1	Q2	Q3	Q4
Period closing rate	64.57	65.28	63.87	65.17		68.47	72.49	69.77	69.16
Period average Rate	64.44	64.45	64.35	64.64		67.51	70.68	71.11	70.32
Proportion of Revenues From Major Currencies	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	0'4	Total
USD	48.6%	46.9%	47.4%	49.4%	48.1%	49.3%	48.0%	47.7%	47.8%	48.2%
GBP	121%	12.0%	11.4%	12.1%	11.9%	11.6%	11.2%	11.1%	12.3%	116%
EUR	11.0%	112%	11.9%	11.7%	11.4%	11.4%	11.4%	11.0%	10.2%	11.0%
AUD	4.8%	4.9%	4.9%	4.6%	4.8%	4.8%	4.9%	5.1%	4.8%	4.9%
Others	23.4%	24.9%	24.5%	22.2%	23.8%	22.9%	24.5%	25.1%	26.9%	24.8%
Hedge Book	Q1	Q2	Q3	Q4		Q1	(12	Q3	Q4
GBP In Mn	247.0	260.0	241.0	229.0		213.0	190.0	171.0	233.0
Strike rate (INR)	97.0	95.4	94.2	94.4		95.1	97.0	98.5	99.7
USD In Mn	878.0	646.0	577.0	598.0		894.0	1,069.0	1,084.0	934.0
Strike rate (INR)	72.6	72.2	72.2	71.0		70.7	71.9	72.8	72.9
EUR in Mn	165.2	256.0	236.0	244.0		228.0	220.0	202.0	293.0
Strike rate (INR)	81.6	84.1	82.1	85.4		85.9	87.4	88.6	88.8
Receivable Days (DSOanluding Unbilled	104	106	105	102		108	112	107	102
Borrowings	20,707	20,936	21,809	23,966		24,868	25,610	22,044	19,955
Cash and Cash Equivalent	60,164	59,613	60,684	77,743		84,130	78,999	87,340	96,920
Capital Expenditure (Quarter Ended)	1,447	4,548	1,647	2,093	9,735	1,868	1,507	2,245	2,050	7,669

Notes :

1) Figures rounded off to the nearest million.

² Previous period figures have been regrouped/rearranged wherever necessary. )

3) USD numbers based on convenience translation

4 #) Metrics for Organic business

Mahindra

		Tech Mahindra Limited Consolidated Fact Sheet Data.	P&L Summary (US\$ in Mn)
_			FY 2017-18					FY 2018—19
Particulars	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	Q4	Total
Revenue From Operations	1,138.1	1,179.2	1,209.1	1,244.3	4,770.8	1,224.1	1,218.2	1,260.8	1,267.5	4,970.5
Cost of services	819.6	834.2	836.3	848.8	3,338.9	849.1	805.3	842.2	846.8	3,343.4
Gross Profit	318.5	345.0	372.8	395.5	1,431.8	375.0	412.9	418.5	420.7	1,627.2
SGA	173.7	174.0	176.9	178.3	702.9	175.4	186.1	173.9	185.9	721.3
EBIDTA	144.8	171.0	195.9	217.2	728.9	199.6	226.9	244.7	234.8	905.9
EBIDTA %	12.7%	14.5%	16.2%	17.5%	15.3%	16.4%	18.8%	19.3%	18.4%	18.2%
Depreciation & Amortization	38.3	41.1	42.7	46.1	168.2	41.5	41.6	39.8	38.5	161.4
EBIT	106.5	129.9	153.2	171.1	560.7	158.1	185.3	204.9	196.3	744.5
EBIT %	9.4%	11.0%	12.6%	13.7%	11.8%	13.0%	15.3%	16.1%	15.4%	15.0%
Other income	63.8	49.8	36.2	69.7	219.5	16.4	25.1	11.1	23.6	76.2
Foreign Exchange (Ioss)/ gain	42.4	35.0	15.8	27.1	120.4	2.3	7.4	(11.2)	3.4	1.9
Interest, Dividend & Misc. income	21.4	14.8	20.4	42.6	99.2	14.1	17.7	22.3	20.1	74.3
Interest expense	5.7	6.0	5.3	8.1	25.1	4.6	5.5	5.0	4.0	19.0
Share of profit /(Loss) from associate	0.0	0.0	0.0	0.0	0,0	(1.7)	(1.8)
Profit Before Tax	164.6	173.8	184.2	232.6	755.1	168.2	203.1	(1.9) 209.1	(3.9) 212.0	(9.4) 792.4
Provision for taxes	41.8	44.0	40.0	43.3	169.2	36.1	54.8	37.4	50.6	179.0
Profit After Tax Before Minority Interest	122.7	129.7	144.1	189.4	585.9	132.1	148.3	171.7	161.4	613.4
Minority Interest	1.1	(0.5)	2.9	(1.4)	2.2		1.2		0.9	1.3
Net mm After M'mr'ty "were" (Share °f the						(0.2)		(0.6)
Owners of the Company)	123.8	129.3	147.0	188.0	588.1	131.8	149.4	171.1	162.3	614.6
PAT%	10.9%	11.0%	12.1%	15.2%	12.3%	10.8%	12.3%	13.4%	12.7%	12.4%
:Zflsln USD)- Before Non Recurring / Exceptional
	Q1	Q2	Q3	Q4	Total	01	Q2	Q3	Q4	Total
Basic	0.14	0.15	0.17	0.21	0.67	0.15	0.17	0.19	0.18	0.69
Diluted	0.14	0.15	0.16	0.21	0.66	0.15	0.17	0.19	0.18	0.69
EPS (In USD)- After Non Recurring/ Exceptional
items
Basic	0.14	0.15	0.17	0.21	0.67	0.15	0.17	0.19	0.18	0.69
Diluted	0.14	0.15	0.16	0.21	0.66	0.15	0.17	0.19	0.18	0.69
Receivable Days (DSO)-Including Unbilled	104	106	105	102		108	112	107	102
Borrowings	320.7	320.7	341.5	367.7		363.2	353.3	316.0	288.5
Cash and Cash Equivalent	931.8	913.2	950.1	1,192.9		1,228.7	1,089.8	1,251.8	1,401.4
Capital Expenditure (Quarter Ended)	22.5	70.6	25.6	32.4	151.0	27.7	21.3	31.6	29.2	109.7

Notes:

1) Figures rounded off to the nearest million.

2) Previous period figures have been regrouped/rearranged wherever necessary.

3) USD numbers based on convenience translation

TECH MAHINDRA

Tech mahinure:

	Consolidated Balance Sheet as at March 31,2019 (Rs. in Million)
	March 31, 2019	March 31, 2018
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment	26,229	29,810
(b) Capital Work—in—Progress	2,763	2,399
(c) Investment Property	1,708	1,906
(d) Goodwill	28,163	27,727
(e) Other Intangible Assets	14,512	16,781
(1') Investment accounted using Equity method	361	1,010
(g) Financial Assets
(i) Investments	7,159	11,448
(ii) Trade Receivables	63	138
(iii) Loans	43	52
(iv) Other Financial Assets	4,785	2,468
(h) Advance Income Taxes (Net of provisions)	21,397	17,775
(i) Deferred Tax Assets (Net)	6,091	5,766
(j) Other Non—Current Assets	5,537	6,022
Total Non - Current Assets	118,811	123,302
Current Assets
(a) Inventories	752	659
(10) Financial Assets
(i) Investments	65,899	35,949
(ii) Trade Receivables	69,586	64,979
(iii) Cash and Cash Equivalents	20,427	19,661
(iv) Other Balances with Banks	3,160	10,782
(vi) Other Financial Assets	29,064	29,521
(c) Other Current Assets	26,770	19,519
Total Current Assets	215,658	181,070
Total Assets	334,469	304,372
EQUITY AND LIABILITIES
Equity
(3) Equity Share Capital	4,437	4,417
(0) Other Equity	198,407	184,011
Equity Attributable to Owners ofthe Company	202,844	188,428
Non controlling Interest	4,777	5,091
Total Equity	207,621	193,519
Liabilities
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings	2,086	7,711
(ii) Other Financial Liabilities	3,009	5,729
(b) Provisions	5,801	5,551
(c) Deferred tax liabilities (Net)	11	58
(d) Other Non-Current Liabilities Total Non -	325	333
Current Liabilities Current liabilities	11,232	19,382
(a) Financial Liabilities
(i) Borrowings
(ii) Trade Payables	11,961	9,549
(iii) Other Financial Liabilities	24,893	20,368
(b) Other Current Liabilities	34,726	20,063
(c) Provisions	17,605	15,778
(d) Current Tax Liabilities (Net of advance income taxes)	3,952 10,175	4,030
Total Current Liabilities	103,312	9,379 79,167
m Suspense Account (Net)	12,304	12,304
Total Equity and Liabilities and Suspense Account	334,469	304,372

4/5

ITI-hlndra

	Consolidated Cash Flow Statement (Rs. in Million)
		Year Ended March 31, 2019

A	Cash Flow from Operating Activities Profit before Tax
		55.432
	Adjustments for :
	Depreciation and Amortisation Expense	11,292
	'Allowances / (Reversal) for Doubtful Receivables / Advances and Deposits	3,452
	and Bad Debts written off (net) Share of (Profit)/ Loss of Associates	655
	Net gain on disposal of Property, Plant and Equipment, Investment Property and Intangible Assets	(154)
	Finance Costs	1,332
	Unrealised Exchange (Gain) / Loss (net)	2,762
	Share Based Payments to Employees Interest Income	1,263
	Rental Income	(2,077) (292)
	Dividend Income on Investments	(243)
	Gain on sale of Investments, net	(871)
	Unrealised gain on fair valuation of investments through Profit and Loss Change in fair valuation of Contractual Obligation	(1,490)
		445
		71,506
	Changes in Working Capital
	Trade Receivables and Other Assets Trade Payables, Other Liabilities and Provisions	(16,190)
		5,616 (10,574)

	Cash generated from operating activities before taxes	60,932
	Income taxes paid, net	(16,612)
	Net cash generated from operating activities (A)	44,320
B	Cash Flow from Investing Activities
	Purchase of Property, Plant and Equipment, Intangible Assets and Investment property	(8'046)
	Proceeds from Sale of Property, Plant and Equipment, Intangible Assets and Investment property	253
	Purchase of Mutual Funds, Debentures and Other Investments	(234,272)
	Proceeds from sale / redemption of Mutual Funds, Debentures and Other Investments Payment for acquisition of business and related obligations, net of cash acquired	211,056
	Rental Income	(1,350) 315
	Fixed Deposit/ Margin Money Placed	(76,166)
	Fixed Deposit/ Margin Money Realized	85,564
	Interest income received	1,482
	Net cash (used in) investing activities (B)	(21,164)
C	Cash Flow from Financing Activities
	Proceeds from Issuance of Equity Shares from exercise of stock options (net of refunds)	359
	Payment of dividend (including dividend distribution tax thereon) Deposits placed / earmarked for buyback of equity shares	(14,907)
	Proceeds from Long—Term Borrowings	(2,106) 180
	Repayment of Long-Term Borrowings	(6,656)
	Movement in Short-Term Borrowings (net) Finance Costs paid	1,972
	Net cash (used in) financing activities (C)	(1,354) (22,512)
	Net Increase /
	(Decrease) in cash and cash equivalents during the year (D=A+B+C)	644
	Effect of exchange rate changes on cash and cash equivalents (E)	122
	Cash and Cash Equivalents at the beginning of the year (F)	19,661
	Cash and Cash Equivalents at the end of the year (G=D+E+F)	20,427

Advances between the commencement and end of the period and are considered as part of Investing Activity, During the year ended, the Company has acquired assets on finance lease amounting to Rs. ³⁸³ million (year ended March 31, ²⁰¹⁸ Rs. ⁸²⁵ million). The same are not reflected in the statement of cash flows being non cash in nature.

Revenue for the Year at Rs. 347,421 Mn, up 12.9% over previous year

Tech Mahindra Limited

Registered Office : Gateway Building, Apollo Bunder, Mumbai ⁴⁰⁰ 001. Website : www.techmahindra.com. Email : [email protected]. CIN : L64200MH1986PLCO41370

Extract of Audited Consolidated Financial Results of Tech Mahindra Limited and its subsidiaries fo year ended Marc

Rs.in Million
Pamw'ars	Quarter ended March 31, 2019	Year ended	Quarter ended
Total Revenue from Operations (Net) 1	88,923	March 31, 2019	March 31,2018
Net Profit before Tax 2	14,801	347,421	80,545
Net Profit for the period after Tax (Share of the Owners of the Company) 3	11,325	55,432 42,976	15,118
Total Comprehensive Income for the Period (comprising 4 Profit for the period after Tax and Other Comprehensive Income after Tax)	12,090	45,314	12,220 11,607
Equity Share Capital 5	4,437
6 Total Reserves	198,407	4,437	4,417
7 Earnings Per Equity Share (R3,)		198,407	184,011
- Basic	12.77	48.47	13.84
Diluted —	12.58	47.72	13.72

Additional information on standalone financial results is as follows: Rs.in Million
Quarter ended	Year ended	Quarter ended March 31,2018
70,646 12,915	272,196 54,273	60,261 12,895 9,778
	March 31,2019 9,811	March 31,2019 43,804

Notes :

¹ The above is an extract of the detailed format of the Standalone and Consolidated Financial Results for the quarter and year ended March 31, 2019, filed with the Stock Exchanges under Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The full format of the Standalone and Consolidated Financial Results for the quarter and year ended March 31, ²⁰¹⁹ are available on the Stock Exchange websites. (www.nseindiacom/www.bseindiacom) and the Company's website (www.techmahindra.com).

² The quarterly and yearly financial results have been reviewed by the Audit Committee and taken on record by the Board of Directors in its meeting held on May 21,2019.

³ The Board of Directors has recommended ^a final dividend of Rs.14/— per share on face value of Rs. 5/— (280%).

⁴ The Board of Directors of Tech Mahindra Limited ('the Company') at its meeting held on February 21, ²⁰¹⁹ approved ^a proposal to buyback upto 20,585,000 equity shares of the Company for an aggregate amount not exceeding Rs. 19,556 Million being 209% of the total paid up equity share capital at Rs. ⁹⁵⁰ per equity share. Letter of Offer was issued to all eligible shareholders holding shares as on March 6, 2019. The period for tendering of shares for buyback was from March 25, ²⁰¹⁹ to April 5, 2019. The intimation regarding acceptance or non-acceptance of tendered equity shares to the stock exchange was made on April 12, 2019, the bids were settled and payment was made to shareholders on April 15, 2019. The unaccepted shares were returned to eligible shareholders on April 16, 2019. Pursuant to the issuance of Letter of Offer, the Company has recorded ^a payable of Rs. 17,879 Million as at March 31, ²⁰¹⁹ as contractual financial liability to external shareholders.
⁵ Effective April 1, 2018, the Company has adopted ind AS ¹¹⁵ using the cumulative effect method. The standard is applied retrospectively to contracts that are not completed as at the date of initial application and the comparative information is not restated. The effect of adoption of the standard does not have any significant impact on the financial statements of the Company.
⁶ The Auditors have issued an unqualified opinion on the Standalone and Consolidated results and have invited attention to certain matters (Emphasis of Matters). The Emphasis of Matters are on account of the financial irregularities committed by the promoters of erstwhile Satyam Computer Services Limited (SCSL) before it was acquired by the Company and certain other related matters. SCSL was amalgamated with the Company in June 2013. The Emphasis of Matters and the Management Response on the same are available as part of the detailed Regulation ³³ formats posted on the Stock Exchange websites (www.nseindia.comlwww.bseindia.com) and the Company's website (www.techmahindra.com).

Date : May 21, 2019

C. P. Gurnani Place: Mumbai K ^M naging Director & CEO

AI assistant

Tech Mahindra — Audit Report / Information 2019

35662_rns_2019-05-21_8389a91d-10e1-4ce9-ba41-f6e370e1da39.pdf

m h ndra a Tech Mahindra Limited I

Sub: Outcome of Board Meeting held on May 21, 2019

Tech Mahindra

Tech Mahindra Growth Factories Limited

Dynacommerce India Private Limited

Tech l'l'lahinclra

4. Changes in Independent Directors of the Company:

Annexure A

Appointment/Re-appointment of Independent Directors -Ms. Mukti Khaire, Mr. M. Damodaran, Mr. T. N. Manoharan and Mrs. M. Rajyalakshmi Rao

Tech lTlahinclra

Tech lTlahinclra

Annexure B

Brief Profile of Ms. Mukti Khaire

Brief Profile of Mr. M. Damodaran

Brief Profile of Mr. T. N. Manoharan

Tech lTIahinclra

Brief Profile of Mrs. M. Rajyalakshmi Rao

Primary Segments

Certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile Satyam): Proceedings in relation to 'Alleged Advances":

Satyam Venture Engineering Services Private Limited (SVES)

Rs. 1,446 Million). Preparation of financial statements

coon Emphasis of Matters

Management response to Emphasis of Matters:

BSR&Co.LLP

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Board of Directors of Tech Mahindra Limited

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (continued)

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (continued)

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation 33 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued)

Annexure 1: List of entities consolidated as at and year ended 31 March 2019

i) List of subsidiaries:

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued)

Annexure 1: List of entities consolidated as at and year ended 31 March 2019 (continued)

Annexure 1: List of entities consolidated as at and year ended 31 March 2019 (continued)

ii) List of Associates:

Tech Mahindra Limited

Standalone Audited Financial Results for the quarter and year ended March 31,2019

Tech Mahindra Limited

Standalone Audited Financial Results for the quarter and year ended March 31, 2019

Emphasis of Matter

The Emphasis of Matter in the Auditor's Report pertains to the following:

1 _| Management response to Emphasis of Matter:

BSR&C0.LLP

Independent Auditors' report on annual standalone financial results of Tech Mahindra Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

Board of Directors of Tech Mahindra Limited

Tech Mahindra FY19 Revenue up 12.9%, EBITDA up 34.6% YoY

Financial highlights for the'Year (USD)

Financial highlights for the year (i)

Financial highlights for the quarter (USD)

Other Highlights

Key Wins:

Business Highlights:

Awards and Recognitions:

About Tech Mahindra

Connect with us on www.techmahindra.com || Our Social Media Channels H a,53

For Further Queries:

Disclaimer

Consolidated Income Statement (f Mn)

mahlndrm

Mahindra

TECH MAHINDRA

Tech mahinure:

ITI-hlndra

Revenue for the Year at Rs. 347,421 Mn, up 12.9% over previous year

Extract of Audited Consolidated Financial Results of Tech Mahindra Limited and its subsidiaries fo year ended Marc

More from Tech Mahindra

Tech Mahindra Audit Report / Information 2019

Sub: Outcome of Board Meeting held on May 21, ²⁰¹⁹

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (continued)

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (continued)

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (Continued)

Annexure 1: List of entities consolidated as at and year ended ³¹ March ²⁰¹⁹

Independent Auditors' Report on annual consolidated financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (Continued)

Annexure 1: List of entities consolidated as at and year ended ³¹ March ²⁰¹⁹ (continued)

Annexure 1: List of entities consolidated as at and year ended ³¹ March ²⁰¹⁹ (continued)

Standalone Audited Financial Results for the quarter and year ended March 31, ²⁰¹⁹

Independent Auditors' report on annual standalone financial results of Tech Mahindra Limited pursuant to Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015