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Tech Mahindra — Audit Report / Information 2021
Apr 26, 2021
35662_rns_2021-04-26_85b8b206-2fcb-4fd1-972e-4a052d436af8.pdf
Audit Report / Information
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Tech 7 Mahindra ei ileal Lint
To, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5" floor, Dalal Street, Plot No. - C/1, G Block, Scrip Code: 532755 Mumbai - 400 051.
Pune 411004, Maharashtra, India
Tel. +91 206601 8100 Fax. +91 20 2542 4466
techmahindra.com [email protected]
Registered Office: th ¥ Gateway Building, Apoilo Bunder 26% April, 2021 Mumbai 400 001, India
CIN L64200MH1 S86PLC041370
BSE Limited National Stock Exchange of India Limited Mumbai - 400 001. Bandra-Kurla Complex, Bandra (E), NSE Symbol: TECHM
Sub: Outcome of Board Meeting held on 26" April, 2021
Dear Sir(s)
Pursuant to Regulation 33 read with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), we wish to inform that the Board of Directors of the Company in its meeting held today approved the following:
- Audited financial results and consolidated financial results of the Company for the fourth quarter and year ended 31% March, 2021. A copy of Audit Report with unmodified opinion under Regulation 33 of Listing Regulations on the annual Audited Financial Results of the Company for the year ended on 31* March, 2021 is enclosed.
In this regard, please find enclosed:
- a.) Audited financial results and consolidated financial results of the Company for the fourth quarter and year ended 31*' March, 2021 together with Auditors Report thereon.
- b.) Press Release on the financial results.
- c.) Fact Sheet giving certain financial and operational parameters which will be put up on the Company website.
-
- The Board of Directors have recommended a Final dividend of Rs.30/- per share (including Special Dividend of Rs.15/- per share) on par value of Rs.5/- (600%) for the financial year ended 31 March, 2021, subject to approval by the members of the Company at the forthcoming Annual General Meeting. The Special and Final dividend, if approved, will be paid by 11™ August, 2021. This dividend is in addition to Special Dividend of Rs.15/- per share paid as interim dividend in & the total dividend for FY 2021 will be Rs.45/- per share on par value of Rs.5/- (900%). ema


The 34 Annual General Meeting of the'Company will be held on Friday, 30" July, 2021.
Register of Members and Share Transfer Books will remain closed from Tuesday, 27" July, 2021 to Friday, 30" July, 2021 (both days inclusive) for the purpose of Annual General Meeting and payment of Dividend, to be declared.
- Appointment of Mr. T. N. Manoharan (DIN: 01186248), Independent Director and Chairman of Nomination and Remuneration Committee of the Board, as the Lead Independent Director w.e.f. 26" April, 2021.
This is for your information and record.
Thanking you,
For Tech Mahindra Limited
ao
Company Secretary
Encl.: As above

BSR &Co. LLP
Chartered Accountants
14th Floor, Gentral 8 Wing and North Wing, Telephone: +94 227 6257 1000 Nesco IT Park 4, Nesco Center, Fax: +91 22 6257 1010 Westen Express Highway, Goregaon (East), Mumbai - 400063
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS OF TECH MAHINDRA LIMITED
Report on the audit of the Consolidated Annual Financial Results
Opinion
We have audited the accompanying consolidated annual financial results of Tech Mahindra Limited (hereinafter referred to as the *'Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), its associates and its joint venture for the year ended 31 March 2021 ('consolidated annual financial results'), attached herewith, being submitted by the Holding Company pursuanto the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (*Listing Regulations').
In our opinion and to the best of our information and according to the explanations given to us arid based on the consideration of reports of other auditors on separate audited financial statements / financial information of the subsidiaries and associates, the aforesaid consolidated annual financial results:
- a include the annual financial results of the entities listed in Annexure |;
- are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
- ¢. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net profit and other comprehensive income and other financial information of the Group, its associates and its joint venture for the year ended 31 March 2021.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group, its associates and its joint venture in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the: ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub paragraph (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.
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Emphasis of Matter
- a) We draw attention to Note 4 of the consolidated annual financial results in respect of certain matters relating to erstwhile Satyam Computer Services Limited ("erstwhile Satyam"), amalgamated with the Parent with effect from | April 2011, The Holding 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.
- b) We draw attention to Note 5 of the consolidated annual financial results which more fully explains that in case of one of the subsidiary company, 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, of the said subsidiary, for the years ended from 31 March 2012 to 31 March 2020 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 2021 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 staténtents are adopted.
Our opinion is not modified in respect of these matters,
Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results
These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.
The Holding Company's Management and the Board of Directors:are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/ loss and other comprehensive income and other financial information of the Group including its 'associates and joint venture in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors of the companies included in the Group and of its-associates.and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give'a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Directors of the Holding Company, as aforesaid.
Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results (continued)
In preparing the consolidated annual financial results, the Management and the respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the companies or to cease operations, or has no realistic alternative but to do so,
The respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for overseeing the financial reporting process of each company.
Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a@ guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists, Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- * Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, a5 fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- * Obtain an understanding of intemal control relevant to the audit in order to design audit procedures. that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of consolidated financial statements on whether the company has adequate internal financial controls with reference to consolidated financial statements in place and the operating effectiveness of such controls,
- * Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures. in the consolidated annual financial results made by the Management and Board of Directors.
- * Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates and joint venture to cease to continue as a going concern.
Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results (continued)
- « Evaluate the overall presentation, structure and content of the consolidated annual financial results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
- * Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group and its associates and joint venture to express an opinion on the consolidated annual financial results. Weare responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated annual financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our-audit- opinion, Our responsibilities in this regard are further described in para (a) of the section titled "Other Matters" in this audit report.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated.annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also performed procedures in accordance with the circular No CIR/CFD/CMD 1/44/2019 issued by the SEB! under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.
Other Matters
(a) The consolidated annual financial results include the audited financial results of 62 subsidiaries, whose financial statements/financial information reflect total assets (before consolidation adjustments) of Rs. Rs. 84,967 million as at 31 March 2021, total revenue (before consolidation adjustments) of Rs. 106,440 million and total net profit after tax (before consolidation adjustments) of Rs. 2,316 million and net cash inflows (before consolidation adjustments) of Rs 854 million for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by their respective independent auditors. The independent auditors' reports on financial statements! financial information of these entities have been furnished to us by the management and our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the audit report of such auditors and the procedures performed by us are as stated in paragraph above,
Our opinion on the consolidated annual financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial results/financial information certified by the Board of Directors.
Other Matters (continued)
(6b) The consolidated annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year.
For BS KR & Co. LLP Chartered Accountants Firm's Registration No: 101248 W/W-100022
AHMED | wxaTR Bate 2021 0426 KHATRI ISASA7 40590
by shgreed
Jamil Khatri Partner Place: Mumbai Membership No: 102527 Date: 26 April 2021 UDIN: 21102527AAAAATILSS
BSR&Co.LLP
Annexure 1: List of entities consolidated as at and for the year ended 31 March 2021
| i) | List of subsidiaries: | |||
|---|---|---|---|---|
| Tech Mahindra (Americas) Inc. | 34 | Tech Mahindra Servicos De Informatica | ||
| Tech Talenta Inc, | a | S.A Tech Mahindra De Mexico \$.DE R.L.DE CV |
||
| Tech Mahindra GmbH | 36 | Satyam Venture Engineering Services Private Limited |
||
| TechM IT - Services GmbH | 37 | Satyam Venture Engineering Services (Shanghai) Co Limited |
||
| Tech Mahindra Norway AS | 38 | Satven GmbH | ||
| Cha | Tech Mahindra (Singapore) Pte Limited | 39 | vCustomer Philippines Inc., | |
| Tech Mahindra (Thailand) Limited | 40 | vCustomer Philippines(Cebu), Inc., | ||
| oe = | Tech Mahindra ICT Services (Malaysia) SDN. BHD |
41 | Mahindra Engineering Services (Europe) Limited |
|
| wef. (Dissolved Inter-Informatics SRL. 29 January 2021) |
42 | (Merged Inter-Informatics,spol. ro. s with TC Inter-Informatics a.s, w.e.f. 01 March 2021) |
||
| Tech Mahindra (Beijing) IT Services Limited | 43 | PT Tech Mahindra Indonesia | ||
| 10 tl |
Tech Mahindra (Nigeria) Limited | TC Inter-Informatics a.s. | ||
| IZ | Tech Mahindra (Bahrain) Limited. 5.P.C. | 45 | Comviva Technologies Singapore Pte. Ltd |
|
| 13 | Tech Mahindra Netherlands B.Y. | 46 | Comviva Technologies FZ-LLC | |
| 14 | Tech Mahindra South Africa (Pty) Limited | 47 | Comviva Technologies B.V. | |
| es) | Tech Mahindra Holdco Pry Limited | 48 | Comviva Technologies (Australia) Pty Ltd |
|
| 16 | Tech Mahindra Communications Japan Co., Ltd |
49 | Comviva Technologies Mexico, de S R.L. de C.V (Liquidated w.e.f. 03 March 2021) |
|
| SARLU DRC Mahindra (Under Tech liquidation) |
50 | Comviva Madagascar Technologies Sarlu |
||
| 18 | NTH Dimension Ltd | 51 | Leadcom Uganda Limited | |
| 19 | Tech Mahindra Arabia Limited | Sz | Comviva Technologies (Argentina) S.A | |
| 20 | Mahindra Tech Business Limited Services (Application filed for merger on 19 February |
53 | Comviva Technologies do Brasil Comercio, Importacao Industria, e |
|
| 2021) Tech Mahindra Sweden AB |
Exportacao Ltda Comviva Technologies Colombia 8.4.5 |
|||
| Z] | Tech Mahindra LLC | Emagine International Pty Ltd | ||
| 22 | Tech Mahindra Chile SpA | 55 | YABX Technologies (Netherlands) B.V, | |
| zd 24 |
Comviva Technologies Limited | 56 SF |
Sofgen Holdings Limited | |
| 25 | Leadcom DRC SPRL | 58 | Tech-Mahindra Ecuador S.A | |
| 26 | Comviva Technologies Nigeria Limited | §9 | Tech-Mahindra 5.4 | |
| 27 | Tech Mahindra (Shanghai) Co. Ltd | 60 | Sofgen Ireland Limited (Dissolved on 05 May 20) |
|
| 28 | Tech Mahindra (Nanjing) Co. Ltd | 6] | Communications Lightbridge Corporation |
|
| 29 | Tech Mahindra Technologies, Inc. | 62 | Sofgen Africa Limited | |
| 30 | The Bio Agency Ltd | 63 | Leadcom Integrated Solutions Tanzania Ltd. |
|
| 3} | Tech Mahindra Vietnam Company Limited | 64 | Mahindra Tech Costa Sociedad Rica Anonima |
|
| az | Citisoft Ple. | 65 | Tech-Mahindra Guatemala S.A | |
| a3 | Citisoft Inc. | |||
BSR&Co.LLP
| 66 | Tech Mahindra (Switzerland) SA (Formerly known as Sofgen SA) |
Lol | Communications Lightbridge Corporations LLC |
|---|---|---|---|
| LCC | |||
| 67 | Leadcom Integrated Solutions (L.1.S) Ltd, | 102 | (Under Ltda Brasil do liquidation) |
| 68 | Leadcom Ghana Limited | 103 | Tech-Mahindra Bolivia \$.R.L, |
| 69 | Leadcom Gabon S.A. | 104 | Tech-Mahindra Panama, S.A, |
| 70 | Leadcom Integrated Solutions Rwanda Ltd. | 105 | Mahindra Tech Services Products. Singapore Limited (Formerly Pte, known. as Sofgen Services Pte. Ltd.) |
| Tl | Leadcom Integrated Solutions Tchad SARL | 106 | Tech Mahindra Colombia \$.A.8 |
| 72 | Leadcom Integrated Solutions (SPV) SAS | 107 | Pininfarina of America Corp, |
| 73 | STA Dakar | 108 | Deutschland Holding Pininfarina Gmbh |
| 74 | PF Holdings B.V, | 109 | Pininfarina Deutschland Gmbh |
| wa | Coniber S.A. | 110 | Pininfarina Shanghai Co., Ltd |
| Leadcom Integrated Solutions Myanmar Co. | SRL Engineering Pininfarina |
||
| 76 | Ltd | 111 | (Under liquidation) |
| TT | Telecommunications Societe Africaine de (STA) Abidjan |
112 | Mahindra Tech Holdings Fintech Limited |
| 78 | Pininfarina \$.p.A, | 113 | Target TG Investments Limited |
| 9 | Target Group Limited | 114 | Tech Mahindra Healthcare LLC |
| &0 | Target Servicing Limited | 115 | Mahindra Healthcare Systems Tech Holdings LLC |
| 51 | Target Financial Systems Limited | 116 | HCI Group UK Limited (Struck off w.e.f, 29 September 2020) |
| 82 | Elderbridge Limited | 17 | The CJS Solutions Group LLC |
| 83 | Mahindra Network Tech Services International Inc. |
118 | HCI Group Australia Pty Ltd |
| a4 | Tech Mahindra Network Services Belgium | Lig | TML Benefit Trust |
| a5 | GmbH LCC Telecom (Merged Tech with Mahindra GmbH w.e.f. 02 October 2020) |
120 | Healthcare Clinical Informatics Ltd |
| 86 | LCC Design and Deployment Services Lid. | 121 | Leadcom Integrated Solutions Kenya Limited |
| 87 | LCC Italia s,r,1. (Under liquidation) | 122 | LCC Central America de Mexico SA de CV |
| 88 | LCC Network Services, BV. | 123 | LCC France SARL |
| 89 | LCC North Central Europe, B.V. | 124 | Communications LCC Wireless Espana, 5A |
| oO | LCC Europe B.V | 125 | LCC Networks Poland Sp.z.o.0 |
| 91 | LCC Telckomunikasyon Limited Servis (Under liquidation) |
126 | Leadcom Integrated Solutions International B.V. |
| a2 | LCC United Kingdom Limitéd | E27 | Dynacommerce Holding B.¥, |
| 93 | LCC Deployment Services UK Limited | 128 | Dynacommerce B.V, |
| 94 | LCC Communications Wireless Services Marox, SARLAU |
129 | Comviva Technologies USA Inc |
| 95 | LCC Middle East FZ-LLC | 130 | Comviva Technologies Cote D'ivoire |
| es) | LCC Deployment Engineering & Services |
131 | Mad* Pow Media Solutions, LLC |
| Misr, Ltd (Under liquidation) | |||
| oF | Tech-Mahindra de Peru 8-A.C. | 132 | Objectwise Consulting Group Ine. |
| OR | LCC Saudi Arabian Telecom Services Co Ltd | 133 | (Merged Dynalean B.V. with Dynacommerce w.e.f August B.V. 11, 2020) |
| LCC Saudi Arabian | Commerce | ||
| 99 | Telecom Services Co. LidJordan WLL (Under liquidation) |
134 | Born Limited Private (Application filed for merger on 23 February 2021) |
BSR&Co.LLP
Annexure 1: List of entities consolidated as at and for the year ended 31 March 2021 (vontinwed)
| 136 | Group FMG Holdings B.V. | 154 | Information Technologies Zen3 Limited (Acquired on 09 April 2020) |
|---|---|---|---|
| Ist | Whitefields Holdings Asia Limited (Under liquidation) |
155 | (Under liquidation) Cerium Systems Limited Private (Acquired on 09 April 2020) |
| 138 | Born Japan Kabhushiki Kaisha | 156 | Tech Mahindra Cerium Systems Inc. (Acquired 2020 and 09 April on formerly known as Cerium Systems |
| 139 | Bor Digital Sdn Bhd | 157 | Inc.} Mahindra Cerium Tech Systems SDN. BHD. (Acquired on 09 April 2020 and formerly known as Cerium Systems SDN. BHD.) |
| Born Creative Commerce Group Inc. | 158 | Tech Mahindra Luxembourg §.ar.1. (Incorporated on 22 May 2020) |
|
| 41 | Born London Limited | 159 | Tech Mahindra Credit Solutions Inc. (Incorporated on 17 August 2020) |
| 142 | Bor Group Inc | 160 | YABX Limited Private India (Incorporated on 15 July 2020) |
| 143 | Bom Group HK Company Limited | 16] | Tenzing Limited (Acquired on 01 December 2020) |
| 144 | Comviva Technologies Myanmar Limited | 162 | Tenzing Australia Limited (Acquired on 0} December 2020) |
| 145 | Tech Mahindra Spain 5.L. | 163 | Tech Mahindra Technology Services LLC (Incorporated on 31 December 2020) |
| 146 | Tech Mahindra France. | 164 | Perigord Asset Holdings Limited (Acquired on 15 March 2021) |
| 147 | Harlosh Limited | 165 | Perigord Premedia Limited (Acquired on 15 March 2021) |
| 148 | Mahindra Engineering Services ESOP Trust | 166 | Perigord Data Solutions Limited (Acquired on 15 March 2021) |
| 149 | Satyam Associates Trust | 167 | Perigord Premedia USA Inc. (Acquired on 15 March 2021) |
| 130 | Zend Infosolutions (America) Inc. (Acquired on 09 April 2020) |
168 | August Arnwork Solutions Faller Gmbh (Acquired on 15 March 2021) |
| [31 | #en3 Infosolutions Private Limited (acquired on April 9, 2020) |
169 | Premedia Perigord Private (India). Ltd, (Acquired on 15 March 2021) |
| 132 | Oslo Solutions LLC (Acquired on 09 April 2020) |
170 | Perigord Data 'Solutions (India) (Acquired Limited Private on 15 March 2021) |
| 133 | Zen3 Infosolutions Inc (Acquired on 09 April 2020) |
171 | Momenton Pty Ltd, (Acquired on 12 February 2021) |
| ii) List.of Associates and Joint Venture: | |||
| I | Avion Networks, Inc. | Signature \$.r.1. | |
| SARL Djazatech | ~~] oh tA | Vitaran Electronics Private Limited | |
| 3 | EURL LCC UK Algerie | Info Tek Software & Systems Private Limited |
|
| Goodmind 8.4.1, | SCTM Engineering Corporation |
(Joint Venture) (Incorporated on 23 December 2020)
BSR &Co. LLP
Chartered Accountants
téth Floor, Central 8 Wing-and North © Wing, Telephone: +91 22 6257-7000 Nesco IT Park 4, Nesco Center, Fax: +01 22 6257 1010 Western Express Highway, Goregaon (East), Mumbai - 400063
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS OF TECH MAHINDRA LIMITED
Report on the audit of the Standalone Annual Financial Results
Opinion
We have audited the accompanying standalone annual financial results of Tech Mahindra Limited (hereinafter referred to-as the "'Company™) for the year ended 31 March 2021 ('standalone annual financial results'), attached herewith, being submitted by the Compariy pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:
- a arte presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
- b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the year ended 31] March 2021.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SAs"") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion on the standalone annual financial results.
Emphasis of Matter
We draw attention to Note 4 of the standalone annual 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, 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 mot sustain on ultimate resolution by the Court as explained in the aforesaid note,
Our opinion is not modified in respect of this miatter.
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Management's and Board of Directors' Responsibilities for the Standalone Annual Financial Results
These standalone annual financial results have been prepared on the basis of the standalone annual financial statements,
The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit! loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate intemal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and fair view and are free from material misstatement, whether due.to fraud or error.
In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do sa.
The Board of Directors is responsible for overseeing the Company's financial reporting process
Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results
Our objectives are to obtain reasonable assurance about whether the standalone annual financial results asa Whole-are free-from material misstatement, whether due to fraud or error, and to issue.an auditar's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that-an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit, We also:
- " Identify and assess the risks of material misstatement of the standalone annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, 'and obtain audit evidence that is sufficient-and appropriate to provide a basis for our opinion, The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control,
- * ©btain an understanding of internal-control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of standalone financial statements on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls,
Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results (continued)
- * Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial results made by the Management and Board of Directors.
- * Conclude on the appropriateness of the Management and Board of Directors use of the going concem basis of accounting and, based on the audit evidence 'obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on ihe audit evidence obtained up to the date of our auditor's report. However, future events. or conditions may cause the Company to cease to continue asa going concern.
- " Evaluate the overall presentation, structure and content of the standalone annual financial results, including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding; among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide:those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be: thought to bear on our independence, and where applicable, related safeguards.
Other Matters
The standalone annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year,
For BS R & Co. LLP: Chartered Accountants Firm's Registration No: 101248W/W-100022
JAMIL Eikpttally aries by JAMEL AHMED AHMED | «Hate Dare: 20210426 KHATRI 1edacd 05°90"
Jamil Khatri Partner
Place; Mumbai Membership Number: 102527 Date: 26 April 2021 UDIN: 21102527 AAAAATTO8 |