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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:

  1. 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.
    1. 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.

  1. 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 |