Tech se Mahindra Te

Pune MS 411004, Maharashtra, India

Tel. +931 20 6601 8100 Fax. +91 20 2542 4466

Registered Office: 29" January, 2021 Gateway Building, Apollo Bunder Mumbai 400 001, India

To, CIN L64200MH1986PLC041370

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5" floor, Dalal Street, Plot No. - C/l, G Block, Scrip Code : 532755 Mumbai — 400 051

Mumbai — 400 001 Bandra-Kurla Complex, Bandra (E) NSE Symbol : TECHM

Sub: Outcome of Board Meeting held on 29" January, 2021

Dear Sir/Madam,

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

Approved the Audited financial results and consolidated financial results of the Company for the quarter ended 31*' December, 2020, together with Auditors Report thereon,

In this regard, please find enclosed:

a. Audited financial results and consolidated financial results of the Company for the quarter ended 3 1** December, 2020, 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. Noted the resignation of Mr. V. S. Parthasarathy, Non-Executive Director of the Company, effective from 31% January, 2021. Mr. Parthasarathy has resigned as Director consequent to his other official commitments.
1. The Board of Directors of the Company at its meeting held on 29" January, 2021, subject to requisite consents and approvals from Hon'ble jurisdictional NCLTs. approved the Scheme of Merger by Absorption of Tech Mahindra Business Services Limited (*TMBSL") and Born Commerce Private Limited ("Born"), two wholly owned subsidiaries with the Company and their respective Shareholders ("Scheme") pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013

The salient features of the proposed Scheme are as under:-

a) The Appointed Date of the Scheme would be 1* April, 2021.
b) The entire assets and liabilities of TMBSL and Born to be transferred to and recorded by the Company at book values.
c) The entire share capital of TMBSL and Born is held by the Company. Upon the Scheme becoming effective, all equity shares held by the Company in TMBSL and Born as on the Effective Date shall stand cancelled, without any further act or deed. Accordingly, in respect of the Scheme, except for extinguishment of shares held by the Company in TMBSL and Born, no consideration whatsoever shall pass to TMBSL and Born.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9" September, 2015 are given in Annexure A to this letter.

This is for your information and record.

Thanking you,

For Tech Mahindra Limited

An! dh Khatri ce Company pany Secretar y

Encl.: as above

Amalgamation/ Merger:

					Annexure A
		Amalgamation/ Merger:
Sr. No.	Details of Events that need to be provided		Information of such events(s)
	a) Name of the forming part of the amalgamation/merger, turnover, etc.	Mahindra Business entity(ies) The details of Tech Services (Transferor Company 1" or "TMBSL"), Limited Commerce Born Limited ("Transferor Private details in brief such as size, Company 2" or "Born") (collectively referred to as Companies") "Transferor Mahindra Tech and Limited ("Transferee Company" or "TML"), is as under: As on 31% March, 2020
					(INR in crores)
		Particulars	TMBSL Born		TML
		Paid-up Capital	0.10	6.43	482.90
		Net-worth (Standalone)	402.63	7785:	20798555
		Turnover (Standalone)	763.40		60.41 29,225.40
	b) Whether, transaction The the would within related fall transaction? party yes, If whether the same is done at arm's length?	Transferor subsidiaries of the Transferee Company and as such related party to each other. However, the clarified vide dated July 17, 2014 that transactions arising out of Compromise, with dealt Companies Act, purview of related Section 188 of the Companies Act, 2013. pursuant Further, Regulations, Listing provisions are Scheme, as well as the Scheme is exempted from the provisions of SEBI circular dated 2017.	Companies Ministry of Corporate General its Arrangements under specific 2013, will to the related applicable not	are Circular and provisions not party transaction Regulation to	wholly-owned Affairs has 30/2014 No. Amalgamations of the within the fall terms of in 23(5)(b) of the party transaction proposed the March 10,

Tech Mahindra

c)	Area of business of the	TMBSL:
	entities	TMBSL is a leading Business Process Outsourcing ('BPO') company which provides voice based call services centre specific clients their for to its number customer provides and activities of a customer customer functions related care, like billing related queries, Mobile Number Portability (MNP), hand set related queries, network related queries, price plan related queries, channel support, collection and value added services.
		Born:
		Born is engaged in providing offshore production services (i.e) pre- media and digital media services) to its group companies located outside India and sale to other external customers.
		TML:
		TML multinational, offering Indian an full is a range of Information Technology (IT) services and Industry Specific Solutions to help clients to take advantage which opportunities includes of convergence, experience, design, digital, innovation platform, telecom services, consulting, application outsourcing, infrastructure outsourcing, engineering and Business Process Outsourcing.
d)	Rationale for amalgamation/merger	Companies Transferee The 'Transferor and _ Company are under same control and management
		TML engaged which consultancy of IT in is Company 100% business holds and share the Companies. Transferor As capital of the all common companies under control and are management, it is proposed to amalgamate TMBSL and Born with TML. The proposed amalgamation will be beneficial to the Transferor Companies, the Transferee Company, their respective shareholders employees other stakeholders and creditors, and and will lead to consolidation of entities and greater combined efficiency business overall the in economies including efficiency of scale, of operations, operational rationalization, reduction in overheads managerial including administrative,

Tech Mahindra

	expenditure, other optimal and utilization of resources, reduction in the multiplicity of legal and regulatory compliances.
	scheme proposed of merger The absorption by pursuant to the provisions of the Companies Act will be beneficial, advantageous and not prejudicial to the interests of the shareholders, creditors and other stakeholders of TMBSL, Born, and TML.
e) In cash Case of consideration — amount or exchange otherwise share ratio	The entire share capital of TMBSL and Born is held Company. Scheme becoming Upon by the the effective, all equity shares held by the Company in TMBSL and Born as on the Effective Date shall stand cancelled, without any further act or deed. Accordingly, in respect of the Scheme, except for extinguishment of shares held by the Company in TMBSL whatsoever consideration and Born, no shall pass to TMBSL and Born.
f) Brief details of change in shareholding pattern (if any) of the listed entity	There will be no change in the shareholding pattern of the Transferee company pursuant to the scheme the Transferee being shares are issued no by as company in connection with the Scheme.

For Tech Mahindra Limited

pe Ail Khatri Gompany Secretary

Profit after tax for the quarter at Rs. 13,098 Million up 23% over previous quarter
Tech Mahindra Limited Registered Office : Gateway Building, Apollo Bunder, Mumbai 400 001. Website : www.techmahindra.com.
Email : [email protected]. CIN : L64200MH1986PLC041370
Audited Consolidated Interim Financial Results for the quarter and nine months period ended December 31, 2020
Rs. in Million except Earnings per share
		Quarter ended			Nine months period ended	Year ended
Particulars	December 31,	September 30,	December 31,	December 31,	December 31,	March 31, 2020
1 Revenue from Operations	2020 96,471	2020 93,718	2019 96,546	2020 281,252	2019 273,775	368,677
2 Other Income	2,209	1,175	3,496	7,545	9,072	11,924
3 Total Income (1 + 2)	98,680	94,893	100,042	288,797	282,847	380,601
4 EXPENSES
Employee Benefits Expenses	49,688	48,279	47,905	146,018	139,971	188,100
Subcontracting Expenses	11,997	12,218	15,766	37,376	41,650	54,408
Finance Costs	421	399	550	1,323	1,387	1,919
Depreciation and Amortisation Expense	3,584	3,717	3,848	11,133	10,476	14,458
Other Expenses	15,831	16,191	17,242	48,868	48,371	68,908
Impairment of Goodwill and non current assets Total Expenses	- 81,521	- 80,804	- 85,311	- 244,718	- 241,855	2,175 329,968
5 Profit before share in profit/(loss) of associates and tax (3-4)	17,159	14,089	14,731	44,079	40,992	50,633
6 Share of Profit / (Loss) of Associates	5	4	5	10	(70)	(55)
7 Profit before Tax (5 + 6)	17,164	14,093	14,736	44,089	40,922	50,578
8 Tax Expense
Current Tax	4,746	4,150	3,737	12,999	9,435	12,378
Deferred Tax	(483)	(688)	(108)	(1,998)	(223)	(774)
Total Tax Expense	4,263	3,462	3,629	11,001	9,212	11,604
9 Profit after tax (7 - 8)	12,901	10,631	11,107	33,088	31,710	38,974
Profit for the period attributable to:
Owners of the Company	13,098	10,646	11,459	33,467	32,291	40,330
Non Controlling Interests	(197)	(15)	(352)	(379)	(581)	(1,356)
10 Other Comprehensive Income / (Loss)
A. Items that will not be reclassified to Profit or (Loss) (net of taxes)	(67)	1,646	64	1,610	(88)	(150)
B. Items that will be reclassified to Profit or (Loss) (net of taxes)	(449)	1,081	(415)	1,004	(297)	(907)
Total Other Comprehensive Income / (Loss) (A+B)	(516)	2,727	(351)	2,614	(385)	(1,057)
11 Total Comprehensive Income (9 + 10)	12,385	13,358	10,756	35,702	31,325	37,917
Total Comprehensive Income for the period attributable to:
Owners of the Company	12,546	13,318	11,044	36,040	31,848	39,156
Non Controlling Interests	(161)	40	(288)	(338)	(523)	(1,239)
12 Paid-up Equity Share Capital (Face Value of Share Rs. 5)	4,366	4,362	4,356	4,366	4,356	4,359
13 Total Reserves						213,772
14 Earnings Per Equity Share (Rs)
(EPS for the quarter and nine months ended periods is not annualised)
Basic	14.98	12.18	13.13	38.29	36.99	46.21
Diluted	14.87	12.11	13.03	37.99	36.73	45.85

Standalone Information
		Quarter ended		Nine months period ended	Year ended
Particulars	December 31, 2020	September 30, 2020	December 31, 2019	December 31, 2020	December 31, 2019	March 31, 2020
Revenue from Operations	75,650	74,044	77,001	221,341	216,595	292,254
Profit before Tax	16,398	12,576	12,490	39,993	38,137	53,322
Profit after Tax	12,556	9,615	9,227	30,713	31,417	45,345

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

Email : [email protected]. CIN : L64200MH1986PLC041370

Audited Consolidated Interim Financial Results for the quarter and nine months period ended December 31, 2020

Primary Segments

The Company identifies its Primary Business Segments based on the type of services offered, i.e. IT Services & BPO services.

Segment wise Revenue, Results and Capital Employed

		Quarter ended		Nine months period ended		Year ended
Particulars	December 31,	September 30,	December 31,	December 31,	December 31,	March 31, 2020
	2020	2020	2019	2020	2019
Segment Revenue
a) IT	85,905	84,193	87,067	253,766	247,883	334,564
b) BPO	10,566	9,525	9,479	27,486	25,892	34,113
Total Sales / Income from operations	96,471	93,718	96,546	281,252	273,775	368,677
Segment Profit before tax, interest and depreciation
a) IT	16,447	14,947	14,052	43,898	40,048	52,303
b) BPO	2,508	2,083	1,581	5,092	3,735	4,958
Total	18,955	17,030	15,633	48,990	43,783	57,261
Less:
(i) Finance costs	421	399	550	1,323	1,387	1,919
(ii) Other un-allocable expenditure,net off un-allocable income Add:	1,375	2,542	352	3,588	1,404	4,709
Share of Profit / (Loss) of Associates	5	4	5	10	(70)	(55)
Profit before tax	17,164	14,093	14,736	44,089	40,922	50,578

Statement of Segment Assets and Liabilities			December 31,	September	December 31,	March 31, 2020
			2020	30, 2020	2019
Segment Assets
Trade and Other Receivables
IT			90,863	90,624	106,149	106,941
BPO			10,294	9,127	11,775	9,665
Total Trade and Other Receivables			101,157	99,751	117,924	116,606
Goodwill
IT			34,581	32,870	30,298	30,132
BPO			3,745	3,745	3,745	3,745
Total Goodwill			38,326	36,615	34,043	33,877
Unallocable Assets			250,378	246,130	204,528	223,052
TOTAL ASSETS			389,861	382,496	356,495	373,535
Segment Liabilities Unearned Revenue
IT			7,939	6,161	6,046	5,492
BPO			77	1,127	823	1,001
Total Unearned Revenue			8,016	7,288	6,869	6,493
Unallocable Liabilities			141,114	134,155	124,513	144,978
TOTAL LIABILITIES			149,130	141,443	131,382	151,471

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.

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

Email : [email protected]. CIN : L64200MH1986PLC041370 Audited Consolidated Interim Financial Results for the quarter and nine months period ended December 31, 2020

Notes :

1 The quarterly and nine months period ended results have been reviewed by the Audit Committee and have been approved and taken on record by the Board of Directors in its meeting held on January 29, 2021.

2 The Board of Directors at its meeting held on October 23, 2020, had declared a special dividend of Rs. 15 per equity share on face value of Rs. 5/- (300%) which was subsequently paid during the quarter ended December 31, 2020. The amount was recognised as distribution to equity shareholders.
3 The Company has considered the possible effects that may result from COVID-19, a global pandemic, including but not limited to its assessment of liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on revenues and on cost budgets in respect of fixed price contracts, impact on leases and impact on effectiveness of its hedging relationships. In developing the assumptions relating to the possible future uncertainties in global economic conditions because of this pandemic, the Company, as at the date of approval of the consolidated interim financial results has used internal and external source of information including economic forecasts. The Company based on current estimates expects that the carrying amount of the assets will be recovered, net of provisions established. The impact of COVID-19 on the consolidated interim financial results may differ from that estimated as at the date of approval of these consolidated interim financial results.

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

Proceedings in relation to 'Alleged Advances':

Erstwhile Satyam had, in the past, 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 with legal notices claiming repayment for a sum of Rs. 12,304 Million together with damages/compensation @ 18% per annum till the date of repayment. The erstwhile Satyam had not acknowledged any liability and replied to the legal notices stating that the claims are not legally tenable. Subsequently, the 37 companies filed petitions for recovery against the erstwhile Satyam before the City Civil Court, Secunderabad of which 1 petition was converted into a suit and the balance 36 petitions are at various stages of pauperism/suit admission.

The Hon'ble High Court in its Order approving the merger of the erstwhile Satyam with the Company, held that in the absence of Board resolutions and documents evidencing acceptance of unsecured loans, i.e. alleged advances, by the former Management of the erstwhile Satyam, the new Management of the erstwhile Satyam is justified in not crediting the amounts received in their names and not disclosing them as creditors and in disclosing such amounts as 'Amounts pending investigation suspense account (net)' in the financial statements. The Hon'ble High Court held, inter-alia, that the contention of the 37 companies that Satyam is retaining the money, i.e. the alleged advances, of the 'creditors' and not paying them does not appear to be valid and further held that any right of the objecting creditors can be considered only if the genuineness of the debt is proved.

Appeals were filed before the Division Bench of the Hon'ble High Court of Andhra Pradesh against the Order of the single judge 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 also filed an appeal 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. Subsequently, ED had attached Fixed Deposits for an aggregate value of Rs.8,220 Million alleged to be the proceeds of crime. The Hon'ble High Court of Judicature at Hyderabad granted stay on December 11, 2012 and set aside the Provisional attachment order on December 31, 2018. Subsequently, ED filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court of India against the above order of the Hon'ble High Court of Telangana.

In view of the aforesaid and based on an independent 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)'.

5 Satyam Venture Engineering Services Private Limited (SVES)

Accounting for sales commission

During the financial year 2011-2012, 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 of SVES 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 Honorable High Court of Andhra Pradesh dated August 23, 2013 directing all parties to maintain status quo, the Board of SVES 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. 2,420 Million as on December 31, 2020 (March 31, 2020: Rs. 2,146 Million).

Adoption of Financial statements

At the Annual General Meetings of the SVES held on October 29, 2012, September 10, 2013, September 22, 2014, September 07, 2015, July 29, 2016, July 19, 2017, July 23, 2018, July 23, 2019 and July 17, 2020 one of the shareholders abstained from voting on the resolution for adoption of audited financial statements as at and for the year ended March 31, 2012, March 31, 2013, March 31, 2014, March 31, 2015, March 31, 2016, March 31, 2017, March 31, 2018, March 31, 2019 and March 31, 2020 respectively. In terms of Article 66 of the Articles of Association of SVES, the adoption of audited financial statements requires unanimous consent of both the shareholders of SVES. Therefore, the said financials have not been approved by the shareholders.

The financial statements of SVES as at and for the quarter and nine months ended December 31, 2020 have been drawn up incorporating the opening balances based on above said financial statements which have not been adopted by the Shareholders. Adjustments required, if any, will be made in accounts as and when determined.

6 The Company, pursuant to a share purchase agreement acquired 51% stake in Cerium Systems Private Limited ("Cerium") on April 9, 2020 for a total consideration of Rs. 1,454 Million, out of which Rs. 916 Million was paid upfront. Further, the Company has entered into an agreement to purchase the balance 49% stake over a period of three years, ending March 31, 2023.During the period ended December 31, 2020, the Company has acquired 6% stake at Rs. 164 Million.Further, the Company has made earnout payment for first tranche amounting to Rs. 412 Million. As at December 31, 2020, contractual obligation towards the acquisition amounts to Rs. 1,420 Million.
7 The Company, pursuant to a share purchase agreement acquired 100% stake in Zen3 Infosolutions Private Limited on April 9, 2020 for a consideration of Rs. 141 Million. Further, the Company through its wholly owned subsidiary, Tech Mahindra (Americas) Inc., acquired 100% stake in Zen3 Infosolutions (America) Inc. for a consideration of USD 51.34 Million (Rs. 3,882 Million) out of which USD 34.57 million (Rs. 2,614 Million) was paid upfront. The agreement also provides for guaranteed payment of USD 3.85 million (Rs 292 Million) and contingent consideration linked to financial performance of financial year ending 2021 to 2023. As at December 31, 2020, contractual obligation towards the said acquisition amounts to USD 19.5 million (Rs. 1,425 Million).
8 The Company, pursuant to a share purchase agreement acquired 100% stake in Tenzing Limited and Tenzing Australia Limited (together known as Tenzing Group) through its wholly owned subsidiary Tech Mahindra Singapore Pte. Limited on December 1, 2020 for a consideration of NZD 39.57 Million (Rs. 2,083 Million) out of which NZD 30.05 Million (Rs. 1,581 Million) was paid upfront. The Company has performed preliminary purchase price allocation. As at December 31, 2020, contractual obligation towards the said acquisition amounts to NZD 9.52 million (Rs. 502 Million).
9 Tax expense for the nine months period ended December 31, 2020 is net of provision of Rs. Nil of earlier periods, no longer required, written back. (Quarter ended "QE" December 31, 2020: Rs. Nil) (QE September 30, 2020: Rs. Nil) (QE December 31, 2019: Rs. 236 Million) (Nine months period ended December 31, 2019: Rs. 2,133 Million). Tax expense for the year ended March 31, 2020 is net of provision of Rs. 2,755 Million of earlier periods, no longer required, written back.
10 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post – employment benefits has received the Presidential assent in September 2020. The Ministry of Labour and Employment had released draft rules for the Code on November 13, 2020, and had invited suggestions from stakeholders which are under active consideration by the Ministry. However, the effective date from which the changes are applicable is yet to be notified. The Company and its Indian subsidiaries will evaluate and will give appropriate impact in the financial statements in the period in which the Code becomes effective and the related rules are published.

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

Email : [email protected]. CIN : L64200MH1986PLC041370

Audited Consolidated Interim Financial Results for the quarter and nine months period ended December 31, 2020 11 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, 2020 have not yet been adopted by the members of that subsidiary in their respective annual general meetings in the absence of unanimous consent of both the shareholders. The condensed consolidated interim financial statements as at and for the quarter and nine months period ended December 31, 2020 have been drawn up by 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 once the abovementioned financial statements are adopted.

12 Management response to Emphasis of Matters:

With regard to the Emphasis of Matters stated in Note 11 above, there are no additional developments on Emphasis of Matters mentioned in Notes 4 and 5 above which require adjustments to the consolidated audited interim financial results.

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 at the web-link: https://www.techmahindra.com/en-in/investors/.

Date : January 29, 2021 Place : Mumbai Managing Director & CEO

C. P. Gurnani

Chartered Accountants

14th Floor, Central B Wing and North C Wing, Telephone: +91 22 6257 1000 Nesco IT Park 4, Nesco Center, Fax: +91 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 Consolidated Interim Financial Results

Opinion

We have audited the accompanying Statement of Consolidated Interim Financial Results of Tech Mahindra Limited ("Holding company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), its associates and its joint venture for the quarter ended 31 December 2020 and the year to date results for the period from 1 April 2020 to 31 December 2020 ("the Statement or "the consolidated interim financial results"), being submitted by the Holding Company 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, and based on the consideration of the reports of the other auditors on separate audited financial statements/ financial information of subsidiaries, associates and joint venture, the Statement:

a. includes the results of the entities listed in Annexure 1:
b. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, as amended; and
c. gives a true and fair view, in conformity with 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 for the quarter ended 31 December 2020 as well as the year to date results for the period from 1 April 2020 to 31 December 2020.

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 Interim 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 interim financial results 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 the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our opinion on the consolidated interim financial results.

Emphasis of Matter

a) We draw attention to Note 4 of the consolidated interim financial results in respect of certain matters relating to erstwhile Satyam Computer Services Limited ("erstwhile Satyam"), amalgamated with the Parent with effect from 1 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.

8 S\$ R& Co. fa partnership firm with Registration No. BAG1223) converted into B S R & Co. LLP 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco (a Limited Liability Partnership with LLP Registration No, AAB-8181) with effect fram October 14, 2013 Center, Western Express Highway, Goregaon (East), Mumbai - 400063

Registered Office:

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Emphasis of Matter (continued)

b) We draw attention to Note 5 of the consolidated interim 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 quarter and year to date period ended 31 December 2020 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.

Responsibilities of Management and Those Charged with Governance for the Consolidated Interim Financial Results

These consolidated interim financial results have been prepared on the basis of the condensed consolidated interim financial statements. The Management and the Holding Company's Board of Directors are responsible for the preparation and presentation of these consolidated interim 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 Standard 34, 'Interim Financial Reporting' 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 / 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 interim 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 interim financial results by the Management and the Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated interim financial results, the respective Management / 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 Management / Board of Directors either intends to liquidate the companies or to cease operations, or have no realistic alternative but to do so.

The respective Management / Board of Directors of the companies included in the Group and of its associates and joint venture is responsible for overseeing the financial reporting process of the Group, its associates and joint venture.

BSR&Co.LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Auditor's Responsibilities for the Audit of the Consolidated Interim Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated interim 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 interim 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 interim 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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.
Conclude on the appropriateness of the Management's 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 interim 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.
Evaluate the overall presentation, structure and content of the consolidated interim financial results, including the disclosures, and whether the consolidated interim 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 interim financial results, of which we are the independent auditors. We are responsible for the direction, supervision and performance of the audit of financial information of such entities. For the other entities included in the consolidated interim 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 the section titled "Other Matters" in this audit report.

BSR & Co. LLP

Tech Mahindra Limited Independent Auditors' Report —31 December 2020 (continued)

Auditor's Responsibilities for the Audit of the Consolidated Interim Financial Results (continued)

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated interim 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 issued by the SEB] under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

The consolidated interim financial results include the audited financial results of 57 subsidiaries whose interim financial statements / financial information reflect total revenue (before consolidation adjustments) of INR 24,843 million and INR 77,149 million and total net profit after tax (before consolidation adjustments) of INR 1,399 million and INR 3,657 million for the quarter ended 31 December 2020 and for the year-to-date period ended 31 December 2020 respectively, as considered in the consolidated interim financial results. These condensed interim financial statements / financial information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated interim financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in the paragraph above.

Our opinion on the consolidated interim 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.

For BSR & Co. LLP Chartered Accountants Firm's Registration No: 101248 W/W-100022

JAMIL Digitally signed by JAMIL AHMED AHMED KHATRI Date: 2021.01.29 KHATRI 16:58:45 +05'30'

Jamil Khatri Partner Place: Mumbai Membership No: 102527 Date: 29 January 2021 UDIN: 21102527AAAAAA2178

BSR &Co.LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Annexure 1: List of entities consolidated as at and for the period ended 31 December 2020

		List of subsidiaries:
i)		Tech Mahindra (Americas) Inc.
	l		34
		Tech Talenta Inc.	35
		Tech Mahindra GmbH	36
		TechM IT - Services GmbH	37
		Tech Mahindra Norway AS	38
	OT	Tech Mahindra (Singapore) Pte Limited	39
	n	Tech Mahindra (Thailand) Limited	40
	o	Tech Mahindra ICT Services (Malaysia) SDN. BHD	4]
		PT Tech Mahindra Indonesia	42
	10	Tech Mahindra (Beijing) IT Services Limited	43
	1]	Tech Mahindra (Nigeria) Limited	44
	12	Tech Mahindra (Bahrain) Limited. S.P.C.	45
	13	Tech Mahindra Business Services Limited	46
	14	Tech Mahindra South Africa (Pty) Limited	47
	15	Tech Mahindra Holdco Pty Limited	48
	16	Tech Mahindra Communications Japan Co.,	49
	17	Ltd Tech Mahindra DRC SARLU	50
	18	NTH Dimension Ltd	51
	19	Tech Mahindra Arabia Limited	52
	20	Tech Mahindra Netherlands B.V.	53

	21	Tech Mahindra Sweden AB	54
	22	Tech Mahindra LLC	55
	23	Tech Mahindra Chile SpA	56
	24	Comviva Technologies Limited	37
	25	Leadcom DRC SPRL	58
	26	Comviva Technologies Nigeria Limited	59
	27	Tech Mahindra (Shanghai) Co. Ltd	60
	28	Tech Mahindra (Nanjing) Co. Ltd	61
	29	Tech Mahindra Technologies, Inc.	62
	30	The Bio Agency Ltd	63
	31	Tech Mahindra Vietnam Company Limited	64
		Citisoft Plc.	65
		Citisoft Inc.

34 Tech Mahindra Servicos De Informatica S.A
35 Tech Mahindra De Mexico S.DE R.L.DE C.V
36 Satyam Venture Enginecring Services Private Limited
37 Satyam Venture Engineering Services (Shanghai) Co Limited
38 Satven GmbH
39 vCustomer Philippines Inc.,
40 vCustomer Philippines(Cebu), Inc.,
4] Mahindra Engineering Services (Europe) Limited
Inter-Informatics,spol. s r.o.
Inter-Informatics SRL
TC Inter-Informatics a.s.
Comviva Technologies Singapore Pte. Ltd
46 Comviva Technologies FZ-LLC
47 Comviva Technologies B.V.
Comviva Technologies (Australia) Pty Ltd
49 Comviva Technologies Mexico, S de RL. de C.V
50 Comviva Technologies Madagascar Sarlu
51 Leadcom Uganda Limited
52 Comviva Technologies (Argentina) S.A
53 Comviva Technologies do _ Brasil Industria, Comercio, Importacao e Exportacao Ltda
54 Comviva Technologies Colombia \$.A.8
55 Emagine International Pty Ltd
56 YABX Technologies (Netherlands) B.V.
37 Sofgen Holdings Limited
58 Tech-Mahindra Ecuador S.A
59 Tech-Mahindra S.A
60 Sofgen Ireland Limited (dissolved on 5 May 20)
61 Lightbridge Corporation Communications
62 Sofgen Africa Limited
63 Leadcom Integrated Solutions Tanzania Ltd.
64 Tech Mahindra Costa Rica Sociedad Anonima
65 Tech-Mahindra Guatemala 8.A

BSR &Co. LLP

Annexure 1: List of entities consolidated as at and for the period ended 31 December 2020 (continued)

66	Tech Mahindra (Switzerland) SA (Formerly known as Sofgen SA)	101	Communications Lightbridge Corporations LLC
67	Leadcom Integrated Solutions (L.I.S) Ltd.	102	LCC do Brasil Ltda
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 Products Services
			Singapore (Formerly Limited Pte.
			known as Sofgen Services Pte. Ltd.)
71	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
75	Coniber S.A.	110	Pininfarina Shanghai Co., Ltd
76	Leadcom Integrated Solutions Myanmar Co.	111	Pininfarina Engineering \$.R.L
	Ltd
77	Telecommunications Africaine Societe de	112	Mahindra Tech Holdings Fintech
	(STA) Abidjan		Limited
78	Pininfarina S.p.A.	113	Target TG Investments Limited
79	Target Group Limited	114	Tech Mahindra Healthcare LLC
80	Target Servicing Limited	115	Mahindra Tech Healthcare Systems
			Holdings LLC
81	Target Financial Systems Limited	116	HCI Group UK Limited (Struck off
			w.e.f. 29 September 2020)
82	Elderbridge Limited Mahindra	TZ	The CJS Solutions Group LLC
83	Network Tech Services	118	HCI Group Australia Pty Ltd
	International Inc. Tech Mahindra Network Services Belgium	119	TML Benefit Trust
84	LCC Telecom GmbH	120	Healthcare Clinical Informatics Ltd
85 86	LCC Design and Deployment Services Ltd.	121	Leadcom Integrated Solutions Kenya
			Limited
87	LCC Italia s.r.1.	122	LCC Central America de Mexico SA
			de CV
88	LCC Network Services, B.V.	123	LCC France SARL
89	LCC North Central Europe, B.V,	124	LCC Communications Wireless
			Espana, SA
90	LCC Europe B.V	125	LCC Networks Poland Sp.z.o.0
91	LCC Telekomunikasyon Servis Limited	126	Leadcom Integrated Solutions
			International B.V.
92	LCC United Kingdom Limited	127	Dynacommerce Holding B.V.
93	LCC Deployment Services UK Limited	128	Dynacommerce B.V.
94	LCC Communications Wireless Services	129	Comviva Technologies USA Inc
	Marox, SARLAU
95	LCC Middle East FZ-LLC	130	Comviva Technologies Cote D'ivoire
96	LCC Deployment Engineering & Services	131	Mad*Pow Media Solutions, LLC
	Misr, Ltd
97	Tech-Mahindra de Peru S.A.C.	132	Objectwise Consulting Group Inc. Dynalean (Merged
98	LCC Saudi Arabian Telecom Services Co Ltd	133	B.V. with Dynacommerce B.V. w.e.f August 11,

	LCC Telecom Arabian Saudi Services	134	2020) Born Commerce Private Limited
99	Co. Ltd/Jordan WLL
100	LCC Muscat LLC	135	Born Group Pte Limited

BSR &Co. LLP

Annexure 1: List of entities consolidated as at and for the period ended 31 December 2020 (continued)

136	Group FMG Holdings B.V.	151	Zen3 Limited Infosolutions Private (acquired on April 9, 2020)
137	Whitefields Holdings Asia Limited	152	Oslo Solutions LLC (Acquired on 09 April 2020)
138	Born Japan Kabhushiki Kaisha	153	Zen3 Infosolutions Inc (Acquired on 09 April 2020)
139	Born Digital Sdn Bhd	154	Information Technologies Zen3 Limited (Acquired on 09 April 2020)
140	Born Creative Commerce Group Inc.	155	Cerium Systems Limited Private (Acquired on 09 April 2020)
141	Born London Limited	156	Mahindra Cerium Tech Systems Inc. (Acquired 2020 and April on 09 known Cerium formerly Systems as Inc.)
142	Born Group Inc	157	Tech Mahindra Cerium Systems SDN. BHD. (Acquired on 09 April 2020 and known Cerium Systems formerly as SDN. BHD.)
143	Born Group HK Company Limited	158	Luxembourg Mahindra Tech S.ar.l. (Incorporated on 22 May 2020)
144	Comviva Technologies Myanmar Limited	159	Tech Mahindra Credit Solutions Inc. (Incorporated on 17 August 2020)
145	Tech Mahindra Spain S.L.	160	YABX Limited India Private (Incorporated on 15 July 2020)
146	Tech Mahindra France.	161	Tenzing Limited (Acquired on 01 December 2020)
147	Harlosh Limited	162	Tenzing Australia Limited (Acquired on 01 December 2020)
148	Mahindra Engineering Services ESOP Trust	163	Mahindra Technology Tech Services LLC December (Incorporated on 31 2020)

149 Satyam Associates Trust
150 Zen3 Infosolutions (America) Inc. (Acquired on 09 April 2020)

ii) List of Associates and Joint Venture:

1 Avion Networks, Inc.
2 SARL Djazatech
3 EURL LCC UK Algerie
4 Goodmind S.r.1.

an Signature S.r.l.

Vitaran Electronics Private Limited
Info Tek Software & Systems Private Limited
SCTM Engineering Corporation (Joint Venture) (Incorporated on 23 December 2020)

Tech Mahindra Limited
Registered Office : Gateway Building, Apollo Bunder, Mumbai 400 001. Website : www.techmahindra.com.
Email : [email protected]. CIN : L64200MH1986PLC041370
Audited Standalone Interim Financial Results for the quarter and nine months period ended December 31, 2020
					Rs. in Million except Earnings per share
Particulars		Quarter ended		Nine months period ended		Year ended
	December 31, 2020	September 30, 2020	December 31, 2019	December 31, 2020	December 31, 2019	March 31, 2020
1 Revenue from Operations	75,650	74,044	77,001	221,341	216,595	292,254
2 Other Income	2,863	1,570	2,896	7,148	11,085	23,662
3 Total Income (1 + 2)	78,513	75,614	79,897	228,489	227,680	315,916
4 EXPENSES
Employee Benefit Expenses	24,009	23,090	23,584	69,647	69,518	92,827
Subcontracting Expenses	27,410	29,266	31,097	86,291	85,689	116,074
Finance Costs	148	154	157	485	398	667
Depreciation and Amortisation Expense	1,659	1,701	1,670	5,046	4,957	6,674
Other Expenses	8,889	8,827	10,899	27,027	28,981	40,798
Impairment of Non current investments	-	-	-	-	-	5,554
Total Expenses	62,115	63,038	67,407	188,496	189,543	262,594
5 Profit before Tax (3 - 4)	16,398	12,576	12,490	39,993	38,137	53,322
6 Tax Expense
Current Tax	4,022	3,265	3,448	10,539	7,199	8,813
Deferred Tax	(180)	(304)	(185)	(1,259)	(479)	(836)
Total Tax Expense	3,842	2,961	3,263	9,280	6,720	7,977
7 Profit after tax (5 - 6)	12,556	9,615	9,227	30,713	31,417	45,345
8 Other Comprehensive Income / (Loss)
A. Items that will not be reclassified to Profit or (Loss) (net of taxes)	(45)	40	55	21	(64)	(98)
B. Items that will be reclassified to Profit or (Loss) (net of taxes)	(526)	1,351	(1,645)	1,301	(1,464)	(3,136)
Total Other Comprehensive Income / (Loss) (A+B)	(571)	1,391	(1,590)	1,322	(1,528)	(3,234)

9 Total Comprehensive Income (7 + 8)	11,985	11,006	7,637	32,035	29,889	42,111
10 Paid-up Equity Share Capital (Face Value of Share Rs. 5)	4,837	4,833	4,827	4,837	4,827	4,829
11 Total Reserves						217,905
12 Earnings Per Equity Share in Rs.
(EPS for the quarter and nine months ended periods is not annualised)
- Basic	12.97	9.93	9.54	31.72	32.49	46.89
- Diluted	12.88	9.88	9.48	31.49	32.27	46.56

Registered Office : Gateway Building, Apollo Bunder, Mumbai 400 001. Website : www.techmahindra.com. Audited Standalone Interim Financial Results for the quarter and nine months period ended December 31, 2020

Email : [email protected]. CIN : L64200MH1986PLC041370

Notes :

1 The quarterly and nine months period ended results have been reviewed by the Audit Committee and have been approved and taken on record by the Board of Directors in its meeting held on January 29, 2021.
2 The Board of Directors at its meeting held on October 23, 2020, had declared a special dividend of Rs. 15 per equity share on face value of Rs. 5/- (300 %) which was subsequently paid during the quarter ended December 31, 2020. The amount was recognised as distribution to equity shareholders.
3 The Company has considered the possible effects that may result from COVID-19, a global pandemic, including but not limited to its assessment of liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on revenues and on cost budgets in respect of fixed price contracts, impact on leases and impact on effectiveness of its hedging relationships. In developing the assumptions relating to the possible future uncertainties in global economic conditions because of this pandemic, the Company, as at the date of approval of the standalone interim financial results has used internal and external source of information including economic forecasts. The Company based on current estimates expects that the carrying amount of the assets will be recovered, net of provisions established. The impact of COVID-19 on the standalone interim financial results may differ from that estimated as at the date of approval of these standalone interim financial results.

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

Proceedings in relation to 'Alleged Advances':

5 The Company, pursuant to a share purchase agreement acquired 51% stake in Cerium Systems Private Limited ("Cerium") on April 9, 2020 for a total consideration of Rs. 1,454 Million, out of which Rs. 916 Million was paid upfront. Further, the Company has entered into an agreement to purchase the balance 49% stake over a period of three years, ending March 31, 2023. During the period ended December 31, 2020, the Company has acquired 6% stake at Rs. 164 Million. Further, the Company has made earnout payment for first tranche amounting to Rs. 412 Million. As at December 31, 2020, contractual obligation towards the acquisition amounts to Rs. 1,420 Million.
6 The Company, pursuant to the share purchase agreement acquired 100% stake in Zen3 Infosolutions Private Limited on April 9, 2020 for a consideration of Rs. 141 Million. Further, the Company through its wholly owned subsidiary Tech Mahindra (Americas) Inc., acquired 100% stake in Zen3 Infosolutions (America) Inc. on April 9, 2020.
7 Tax expense for the nine months period ended December 31, 2020 is net of provision of Rs. Nil of earlier periods, no longer required, written back. (Quarter ended "QE" December 31, 2020: Rs. Nil) (QE September 30, 2020: Rs. Nil) (Quarter ended "QE" December 31, 2019: Rs. Nil ) (Nine months period ended December 31, 2019: Rs. 1,829 Million). Tax expense for the year ended March 31, 2020 is net of excess provision of Rs. 2,451 Million of earlier periods, no longer required, written back.
8 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post – employment benefits has received the Presidential assent in September 2020. The Ministry of Labour and Employment had released draft rules for the Code on November 13, 2020, and had invited suggestions from stakeholders which are under active consideration by the Ministry. However, the effective date from which the changes are applicable is yet to be notified. The Company will evaluate and will give appropriate impact in the financial statements in the period in which the Code becomes effective and the related rules are published.
9 Previous period's figures have been regrouped wherever necessary.

10 Emphasis of Matter

The Emphasis of Matter in the Auditors' 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.

11 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 standalone audited interim financial results.

12 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 at the web-link: https://www.techmahindra.com/en-in/investors/.

https://www.techmahindra.com/en-in/investors/.

Date : January 29, 2021	C. P. Gurnani
Place : Mumbai	Managing Director & CEO

Chartered Accountants

14th Floor, Central B Wing and North C Wing, Telephone: +91 22 6257 1000 Nesco IT Park 4, Nesco Center, Fax: +91 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 Interim Financial Results

Opinion

We have audited the accompanying standalone interim financial results of Tech Mahindra Limited ("the Company") for the quarter ended 31 December 2020 and the year to date results for the period from | April 2020 to 31 December 2020 ('standalone interim financial results'), attached herewith, being submitted by the Company 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 interim 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 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 quarter ended 31 December 2020 as well as the year to date results for the period from 1 April 2020 to 31 December 2020.

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 Interim 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 interim financial results 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 interim financial results.

Registered Office:

BSR & Co. LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Emphasis of Matter

We draw attention to Note 4 of the standalone interim financial results in respect of certain matters relating to erstwhile Satyam Computer Services Limited ("erstwhile Satyam"), amalgamated with the Company with effect from | 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 not sustain on ultimate resolution by the Court as explained in the aforesaid note.

Our opinion is not modified in respect of this matter.

Responsibility of the Management and Those Charged with Governance for the Standalone Interim Financial Results

These standalone interim financial results have been prepared on the basis of the condensed standalone interim financial statements. The Company's Management and the Board of Directors are responsible for the preparation of these standalone interim 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 Standard 34, 'Interim Financial Reporting' 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 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 standalone interim 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 interim 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 Management and Board of Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Interim Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone interim 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 standalone interim financial results.

BSR &Co. LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Auditor's Responsibilities for the Audit of the Standalone Interim Financial Results (continued)

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 interim 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.
® Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
= Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures 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 Company's ability to continue as a going concern. 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 interim 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone interim financial results, including the disclosures, and whether the standalone interim 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.

BSR &Co. LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Auditor's Responsibilities for the Audit of the Standalone Interim Financial Results (continued)

For BSR & Co. LLP Chartered Accountants Firm's Registration No: 101248 W/W-100022

JAMIL	Digitally signed by JAMIL AHMED
AHMED	KHATRI
KHATRI	Date: 2021.01.29 16:58:01 +05'30"

Jamil Khatri Partner Place: Mumbai Membership Number: 102527 Date: 29 January 2021 UDIN: 21102527AAAAABS5418

Tech Mahindra Revenues up 3.4% EBITDA margins up 1.4% to 19.6%

Mumbai – January 29th, 2021: Tech Mahindra Ltd., a specialist in digital transformation, consulting and business reengineering services today announced the audited consolidated financial results for its third quarter ended December 31, 2020.

Financial highlights for the quarter (₹)

Revenue at ₹ 9,647 crores; up 2.9% QoQ, flat YoY
EBITDA at ₹ 1,896 crores; up 11.3% QoQ;
o Margins at 19.6%; up 140bps QoQ
Profit after tax (PAT) at ₹ 1,310 crores; up 23.0% QoQ
Earnings per share (EPS) was at ₹ 14.9

Financial highlights for the quarter (USD)

Revenue at USD 1,308.7 mn; up 3.4% QoQ, down 3.3% YoY
o Revenue growth at 2.8% QoQ in constant currency terms
EBITDA at USD 257.2 mn; up 11.8% QoQ
Consolidated PAT at USD 177.7 mn, up 23.7% QoQ;
Free cash flow at \$ 226 mn, conversion to PAT at 127.2%

Other Highlights

Total headcount at 121,901, down 2357 QoQ
Cash and Cash Equivalent at USD 1,625 mn as of Dec 31, 2020 2020

CP Gurnani, Managing Director & Chief Executive Officer, Tech Mahindra, said,

The technology modernization cycle continues to gather pace and our positioning of creating Experiences through Nxt.Now has seen us gain significant traction in the market place. We believe that the Future is Now and we are continuously innovating to address this shift in spending.

Manoj Bhat, Chief Financial Officer, Tech Mahindra, said,

Our focus on operational excellence has again yielded results as we structurally change our delivery model. We are seeing consistent improvement in our operating metrics and we are confident of continuing on this transformation journey in the coming quarters.

Key Wins

Tech Mahindra has been chosen as a strategic partner by a leading Communication Service Provider in UK for implementing Software Defined Network enabled 5G Transport Network.
Won a deal with a European engineering company to transform the core infrastructure operations to enhance customer experience and enable faster time-to-market.
Tech Mahindra has been selected by an American healthcare company for digital transformation of their entire application stack.
Engaged by an Indian aerospace company for ERP transformation.
Won a multi-pillar transformation deal from one of the world's leading reinsurer for setting up a new operating model for one of their business.
Tech Mahindra won a deal with a major Telco in the Netherlands to help implement and integrate their Cloud ERP for multiple modules to enable simplification of their overall process life cycle.
Selected by an American oil field services player for end to end transformation including application modernization, cloud migration and enhanced customer experience.
Tech Mahindra has won a deal with a Canadian jet manufacturer for engineering services and design.
Tech Mahindra has been chosen as a global strategic partner by a UK based leading global mining company for application modernization, consulting, data analytics and customer experience across multiple locations.

One of the Australia's leading electricity transmission company has selected Tech Mahindra to implement Cloud ERP across its business domains.

Business Highlights

Tech Mahindra has partnered with Fanisko, a unique one-stop fan engagement platform to revolutionize match viewing experience for sport fans by enhancing fan engagement and presenting innovative business models of monetization for sports organisations globally by leveraging new-age technologies.
Tech Mahindra and SAP SE have extended their partnership to provide on-premise and cloudbased end-to-end solutions built on SAP® Business Technology Platform to customers globally.
Tech Mahindra has launched WORKSPACE NXT (Workplace as a Service), the latest version of its next-generation integrated digital workplace solution for enterprises globally.
Tech Mahindra and Subex, an industry leader in providing services based on Digital Trust, have announced strategic partnership to drive scale adoption of blockchain-based solutions for telecom operators globally.
Tech Mahindra has expanded its strategic alliance with BMC Software, a global leader in IT solutions for the Autonomous Digital Enterprise, to enable digital transformation for global enterprises.

Awards and Recognitions

Tech Mahindra has been recognized amongst the 'Top 25 Brands in Indian ICT Industry' for the year 2020 by VARINDIA Brandbook on ICT industry.
Tech Mahindra Business Process Arm has been recognized as a 'Leader' in Nelson Hall 2020 NEAT Evaluation for its customer experience in Telecom and Media Industry.
Tech Mahindra has been recognized as a winner of 'People Innovation Category award' winner at ET Innovation Summit for its solution K2.
Tech Mahindra has been featured amongst the only three Indian companies in the global Bloomberg 2020 Gender-Equality Index (GEI).
Tech Mahindra's CSR arm, Tech Mahindra foundation has bagged CSR Times Award 2020 Gold Category for COVID Relief Program.
Tech Mahindra has been ranked among top 25 companies in India's 100 'Best companies to work for 2020'.
Tech Mahindra has been recognized as Global Leader on Climate Change and Water Security.

o Scored 'double A' in CDP Climate and CDP Water 2020, and
o One of only 4 Indian companies on CDP's prestigious 'A List' 2020 for environmental transparency and action.
Tech Mahindra has re-emerged as a Leader in the Dow Jones Sustainability World Index 2020 for Sixth Consecutive Year
o It is one amongst the three Indian companies to be included in the DJSI World Index, and
o One of the eleven companies from India in the Emerging markets category.

About Tech Mahindra

Tech Mahindra offers innovative and customer-centric digital experiences, enabling enterprises, associates and the society to Rise™. We are a USD 5.2 billion organization with 121,900+ professionals across 90 countries helping 997 global customers, including Fortune 500 companies. We are focused on leveraging next-generation technologies including 5G, Blockchain, Cybersecurity, Artificial Intelligence, and more, to enable end to end digital transformation for global customers. Tech Mahindra is one of the fastest growing brands and amongst the top 15 IT service providers globally. Tech Mahindra has consistently emerged as a leader in sustainability and is recognized amongst the '2021 Global 100 Most sustainable corporations in the World' by Corporate Knights. With the NXT.NOW framework, Tech Mahindra aims to enhance 'Human Centric Experience' for our ecosystem and drive collaborative disruption with synergies arising from a robust portfolio of companies. We aim at delivering tomorrow's experiences today, and believe that the 'Future is Now'.

We are part of the Mahindra Group, a USD 19.4 billion federation of companies that enables people to rise through innovative mobility solutions, driving rural prosperity, enhancing urban living, nurturing new businesses and fostering communities. It enjoys a leadership position in utility vehicles, information technology, financial services and vacation ownership in India and is the world's largest tractor company by volume. It also enjoys a strong presence in renewable energy, agribusiness, logistics and real estate development. Headquartered in India, Mahindra employs over 2,56,000 people across 100 countries.

Connect with us on www.techmahindra.com

Our Social Media Channels

For Further Queries:

Kaustubh Vaidya	Abhilasha Gupta
Head – Investor Relations Phone: +91 98208 91860 Email: [email protected]	Head - Corporate Communications & Public Affairs Phone: +91 97179 46080 Email: [email protected]
Kavya Bagga	Kanika Vats
Investor Relations Phone: +91 70660 07951 Email: [email protected]	Corporate Communications & Public Affairs: Phone: +91 98993 21495 Email: [email protected]
[email protected]	[email protected]

Disclaimer

Certain statements in this release concerning the future prospects of Tech Mahindra Limited ("the Company" or "TechM") are forward-looking statements. These statements by their nature involve risks and uncertainties that could cause Company's actual results differ materially from such forward-looking 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.

Audited consolidated financial for the quarter ended Dec 31, 2020 drawn under Ind AS

P&L in INR Mn	Q3 FY21	Q2 FY21	Q3 FY20
Revenue	96,471	93,718	96,546
Cost of Services	64,708	64,245	67,312
Gross Profit	31,763	29,473	29,234

SG&A	12,808	12,443	13,601
EBITDA	18,955	17,030	15,633

Other Income	2,209	1,175	3,496
Interest Expense	421	399	550
Depreciation & Amortization	3,584	3,717	3,848
Share of profit / (loss) from associate	5	4	5

Profit before Tax	17,164	14,093	14,736
Provision for taxes	4,263	3,462	3,629
Minority Interest	197	15	352
Profit after Tax	13,098	10,646	11,459

EPS ( ₹ / share)
Basic	14.98	12.18	13.13
Diluted	14.87	12.11	13.03

Q3 FY21 KEY HIGHLIGHTS

USD 1,309 Mn Revenue		USD 455 Net New Deal Wins	Mn	USD 226 Free Cash Flow	Mn
Revenue Growth (USD)	ts		Mal
	Reported	cc	Reported	cc
Communications	— 4A%	3.6%	-9.7%	-11.3%
Enterprise	2.8%	2.3%	1.5%	0.5%
Total Revenue	3.4%	2.8%	-3.3%	4.8%
Revenue by Industry %	Q3FY21	Q2FY21	Q3FY20	QoQ	YoY
Communications	39.7%	39.3%	42.6%	4.4%	-9.7%
Manufacturing	16.3%	16.1%	17.3%	4.2%	-9.0%
Technology,Media & Entertainment	9.4%	98%	7.6%	0.6%	19.5%
Banking,Financial services & Insurance	16.0%	16.4%	13.2%.	0.4%.	17.3%
Retail, Transport & Logistics	79%	75%	72%	84%	6.0%
Others	10.8%	109%	122%	34%	-14.5%
Revenue by Geography %	Q3FY21	Q2FY21	Q3FY20	QoQ	YoY
Americas	46.8%	48.4%	48.4%	0.1 %	-6.4%
Europe	26.4%	25.2%	27.0%	8.5%	-5.4%
Rest of world	26.8%	26.4%	24.6%	4.6%	5.3%
IT On/Off Revenue Break-up in %	Q3FY21	Q2FY21	Q3FY20
Onsite	63%	63%	65%
Offshore	37%	37%	35%

Communications	39.7%	39.3%	42.6%	4.4%	-9.7%
Manufacturing	16.3%	16.1%	17.3%	4.2%	-9.0%
Technology,Media & Entertainment	9.4%	98%	7.6%	0.6%	19.5%
Banking,Financial services & Insurance	16.0%	16.4%	13.2%.	0.4%.	17.3%
Retail, Transport & Logistics	79%	75%	72%	84%	6.0%
Others	10.8%	109%	122%	34%	-14.5%

Retail, Transport & Logistics	79%	75%	72%	84%	6.0%
Others	10.8%	109%	122%	34%	-14.5%

Revenue by Geography %	Q3FY21	Q2FY21	Q3FY20	QoQ	YoY
Americas	46.8%	48.4%	48.4%	0.1 %	-6.4%
Europe	26.4%	25.2%	27.0%	8.5%	-5.4%
Rest of world	26.8%	26.4%	24.6%	4.6%	5.3%

IT On/Off Revenue Break-up in %	Q3FY21	Q2FY21	Q3FY20
Onsite	63%	63%	65%
Offshore	37%	37%	35%

IT On/Off Revenue Break-up in %	Q3FY21	Q2FY21	Q3FY20
Onsite	63%	63%	65%
Offshore	37%	37%	35%

FACT SHEET @

Net New Deal Wins (USD Mn)		Q3 FY21 Q2 FY21 Q3 FY20
Communications	104	208	150
Enterprise	352	214	1.081
Total	455	421	1.231

No. of Active Clients & % of Repeat Business	Q3 FY21 Q2 FY21 Q3 FY20
No. of Active Clients	997	988	964
% of Repeat Business	94%	95%	91%

NO. OF ACTIVE CHEFTIS	991	ອບບ	ວບ–າ
% of Repeat Business	94%	95%	91%

No. of Million \$ Clients	Q3 FY21	Q2 FY21	Q3 FY20
$\geq$ \$1 million clients	454	460	446
$\geq$ \$5 million clients	162	165	164
$\geq$ \$10 million clients	83	82	83
$\geq$ \$20 million clients	50	50	50
$\geq$ \$50 million clients	21	21	22
Client Concentration	Q3 FY21	Q2 FY21	Q3 FY20
Top 5	22%	22%	22%
Top 10	31%	30%	31%
Top 20	42%	43%	42%
Total Headcount (As at period-end) Software professionals BPO professionals	Q3 FY21 68,734 46,832	Q2 FY21 69,512 48,462	Q3 FY20 73,079 50,886

Sales & support	6,335	6,284	6,874 130,839
Total Headcount	121,901	124,258
Attrition & Utilization IT Attrition % (LTM) #	Q3 FY21 12%	Q2 FY21 14%	Q3 FY20 20%
IT Utilization % #	87%	85%	84%
IT Utilization % (Excluding Trainees) #	0701	85%	85%
# Metrics for Organic business $\overline{2}$
Copyright © 2020 Tech Mahindra. All rights reserved.	O

Client Concentration		Q3 FY21 Q2 FY21 Q3 FY20		QoQ	YoY
Top 5	22%	22%	22%	5.0%	$-5.5%$
Top 10	31%	30%	31%	4.1%	$-4.7%$
Top 20	42%	43%	42%	2.7%	$-2.5%$

$\geq$ \$5 million clients	162	165	164
$\geq$ \$10 million clients	83	82	83
$\geq$ \$20 million clients	50	50	50
$\geq$ \$50 million clients	21	21	22

Client Concentration	Q3 FY21	Q2 FY21	Q3 FY20	QoQ	YoY
Top 5	22%	22%	22%	5.0%	$-5.5%$
Top 10	31%	30%	31%	4.1%	$-4.7%$
Top 20	42%	43%	42%	2.7%	$-2.5%$

Total Headcount (As at period-end)	Q3 FY21	Q2 FY21	Q3 FY20	QoQ	YoY
Software professionals	68,734	69,512	73,079	$-1.1%$	$-5.9%$
BPO professionals	46,832	48,462	50,886	$-3.4%$	$-8.0\%$
Sales & support	6,335	6,284	6,874	0.8%	$-7.8%$
Total Headcount	121,901	124,258	130,839	$-1.9%$	$-6.8%$

Attrition & Utilization	Q3 FY21	Q2 FY21	Q3 FY20
IT Attrition % (LTM) #	12%	14%	20%
IT Utilization % #	87%	85%	84%
IT Utilization % (Excluding Trainees) #	87%	85%	85%
# Metrics for Organic business $\overline{c}$	Ю
	Ē				Conn
2020 Tech Mahindra. All rights reserved.					Connected

Attrition & Utilization			Q3 FY21 Q2 FY21 Q3 FY20
IT Attrition % (LTM) #	12%	14%	20%
$\Pi$ Utilization % #	87%	85%	84%
IT Utilization % (Excluding Trainees) #	87%	85%	85%

Matai PIT GLm etal

FACT SHEET @

Cash Flow	Q3FY21	Q2FY21	Q3FY20
Receivable Days (DSO)-Including Unbilled	95	97	112
Capital Expenditure (USD Mn)	16	34	32
Free Cash Flow (USD Mn)	226	236	190
Free Cash Flow to PAT %	127.2%	164.0%	118.0%
"Free cash Flowis as per Management Reporting

Cash & Borrowings (INR Mn)	Q3 FY21	Q2FY21	Q3FY20
Borrowings **	19,162	16,984	20,619
Cash and Cash Equivalent *	118,775	115,380:	682,369

QS.FY21.	Q2FY21	G3 FY20
262	230	289
1,625	1,564	1,154

™ Borrowings exclude /ease obligation on right-of-use (ROU) assets, created as per Ind AS 116 new accounting standard on leases

USD Rupee Rate	Q3FY21	Q2FY21	Q3FY20	QoQ	YoY
Period closing rate	73.07	73.77	71.38	-0.9%	2.4%
Period average Rate	73.74	74.07	71.35	-0.4%	3.4%

% of Revenues From Major Currencies	Q3FY21	Q2FY21	Q3FY20
USD	50.9%	51.5%	50.0%
GBP	11.4%	10.5%	11.8%
EUR	9.4%	9.0%	9.4%
AUD	4.2%	4.8%	4.5%
Others	24.1%	24.2%	24.3%

Borrowings **	19,162	16,984	20,619
Cash and Cash Equivalent *	118,775	115,380:	682,369
Cash & Borrowings (USD Mn)	QS.FY21.	Q2FY21	G3 FY20
Borrowings **	262	230	289
Cash and Cash Equivalent *	1,625	1,564	1,154
*Cash & Cash Equivalent includes Investments & Margin Money
™ Borrowings exclude /ease obligation on right-of-use (ROU) assets, created as per Ind AS 116 new accounting standard on leases



% of Revenues From Major Currencies	Q3FY21	Q2FY21	Q3FY20
USD	50.9%	51.5%	50.0%
GBP	11.4%	10.5%	11.8%
EUR	9.4%	9.0%	9.4%
AUD	4.2%	4.8%	4.5%
Others	24.1%	24.2%	24.3%
Hedge Book	Q3FY21	Q2FY21	Q3FY20
GBP In Mn	266.0	278.0	313.0
Strike rate (INR)	101.8	100.6	99.1
USD In Mn	1,444.0	1,635.0	1,071.0
Strike rate (INR)	78.8	78.1	75.0
EUR In Mn	325.0	340.0	392.0
Strike rate (INR)	91.9	90.5	88.7

TTT rant dT TAH CHM ati HILT

FACT SHEET @

P&Lin INR Mn	Q3 FY21	Q2 FY21	Q3 FY20	QoQ	YoY
Revenue From Operations	96,471	93,718	96,546	2.9%	-0.1%
Cost of services	64,708	64,245	67,312	0. 7%	-3.9%
Gross Profit oo	34,763.	29,473	29,234	7. 8%	8.6%
SGA	12,808	12,443	13,601	2.9%	-5.8%
EBIDTA —_	18,955	17,030	15,633	11.3%
EBDTA% —	19.6%	18.2%	16.2%	1.4%
Depreciation & Amortization	3,584	3,717	3,848	30%	~6.9%
EBT	45,374	43, 313	11,785	15.5%	30.4%
OO EBIT%	15.9%	14.2%	12.2%	1.7%	3.7%
Other income	2,209 -	4,175,	3,496	88.0%	-36.8%
Foreign Exchange (loss)/ gain	1,102	(356),	1,435
interest, Dividend & Misc. income	1,107	1,531	2,061
Interest expense	421	399	550	5.5%	-23.5%
Share of profit /(loss) from associate	5	4	5
Profit Before B Tx	17,164	14,093	14,736	21.8%	16.5%
Provision for taxes - -	4,263		3,629	23.1%	_ 17.5%
Profit AfterTax	42,901	10,631	14,107»	21.4%	16. 2%
Minority Interest So	TS 1 97	15	352
Net Profit after tax (After Minority interest)	13,098	10,646 I	41,459	23.0%	14.3%
Net PAT % ait	13.6%	11.4%	11.9%	2.2%	1.7%
EPS (In Rs)
Basic	14.98	12.18	13.13	23.0%	14.1%
Diluted	14.87	12.11	13.03	22.8%	14.1%
Notes:

1. Figures rounded off to the nearest million.

TAAL MTA ime Taf AS

PGR nida en 2

P&L in USD Mn	Q3 FY21	Q2 FY21	Q3 FY20	QoQ	YoY
Revenue From Operations	1,308.7	1,265.4	1,353.0	3.4%	$-3.3%$
Cost of services	877.7	867.3	943.5	1.2%	$-7.0%$
Gross Profit	430.9	398.1	409.5	8.3%	5.2%
SGA	173.8	168.1	190.5	3.4%	$-8.8%$
EBIDTA	257.2	230.0	219.0	11.8%	17.4%
EBIDTA %	19.6%	18.2%	16.2%	1.4%	3.4%
Depreciation & Amortization	48.6	50.2	53.9	$-3.2%$	$-9.9%$
EBIT	208.6	179.8	165.0	16.0%	26.4%
EBIT %	15.9%	14.2%	12.2%	1.7%	3.7%
Other income	29.9	15.7	49.1	90.9%	$-39.1%$
Foreign Exchange (loss)/ gain	14.9	(5.0)	20.1
Interest, Dividend & Misc. income	15.0	20.6	29.0
Interest expense	5.7	5.4	7.7	6.0%	$-25.9%$
Share of profit /(loss) from associate	0.1	0.1	0.1
Profit Before Tax	232.8	190.1	206.5	22.4%	12.7%
Provision for taxes	57.8	46.7	50.9	23.8%	13.7%
Profit After Tax	175.0	143.4	155.6	22.0%	12.4%
Minority Interest	2.7	0.2	4.9
Net Profit after tax (After Minority Interest)	177.7	143.7	160.6	23.7%	10.6%
Net PAT%	13.6%	11.4%	11.9%	2.2%	1.7%
EPS (In USD)
Basic	0.20	0.16	0.18	23.5%	10.4%
Diluted	0.20	0.16	0.18	23.3%	10.4%
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


5
					Conn

Profit after tax for the quarter at Rs. 13,098 Million up 23% over previous quarter

Tech Mahindra Limited

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

Extract of Audited Consolidated Financial Results of Tech Mahindra Limited for the quarter and nine months period ended December 31, 2020.
	Rs. in Million except Earnings per share
Particulars	Quarter ended December 31, 2020	Nine months period ended December 31, 2020	Quarter ended December 31, 2019
1 Total Revenue from Operations (Net)	96,471	281,252	96,546
2 Net Profit before Tax	17,164	44,089	14,736
3 Net Profit for the period after Tax (Share of the Owners of the Company)	13,098	33,467	11,459
Total Comprehensive Income for the Period (comprising Profit for the period after Tax and 4 Other Comprehensive Income after Tax)	12,385	35,702	10,756
5 Equity Share Capital	4,366	4,366	4,356
6 Total Reserves	232,447	232,447	215,808
7 Earnings Per Equity Share (Rs.)
- Basic	14.98	38.29	13.13
- Diluted	14.87	37.99	13.03

Additional information on standalone financial results is as follows:			Rs.in Million
Particulars	Quarter ended December 31, 2020	Nine months period ended December 31, 2020	Quarter ended December 31, 2019
Revenue from Operations	75,650	221,341	77,001
Profit before Tax	16,398	39,993	12,490
Profit after Tax	12,556	30,713	9,227

Notes :

1 The above is an extract of the detailed format of the Standalone and Consolidated Interim Financial Results for the quarter and nine months period ended December 31, 2020, 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 Interim Financial Results for the quarter and nine months period ended December 31, 2020 are available on the Stock Exchange websites. (www.nseindia.com/www.bseindia.com) and the Company's website at the web-link: https://www.techmahindra.com/enin/investors/
2 The quarterly and nine months period ended results have been reviewed by the Audit Committee and have been approved and taken on record by the Board of Directors in its meeting held on January 29, 2021.
3 The Board of Directors at its meeting held on October 23, 2020, had declared a special dividend of Rs.15 per equity share on face value of Rs. 5/- (300%) which was subsequently paid during the quarter ended December 31, 2020. The amount was recognised as distribution to equity shareholders.
4 The Company, pursuant to a share purchase agreement acquired 100% stake in Tenzing Limited and Tenzing Australia Limited (together known as Tenzing Group) through its wholly owned subsidiary Tech Mahindra Singapore Pte. Limited on December 1, 2020 for a consideration of NZD 39.57 Million (Rs. 2,083 Million) out of which NZD 30.05 Million (Rs. 1,581 Million) was paid upfront. The Company has performed preliminary purchase price allocation. As at December 31, 2020, contractual obligation towards the said acquisition amounts to NZD 9.52 million (Rs. 502 Million).
5 The Auditors have issued an unqualified opinion on the Standalone and Consolidated Interim Financial 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.com/www.bseindia.com) and the Company's website (www.techmahindra.com).

Date : January 29, 2021 Place : Mumbai Managing Director & CEO

C. P. Gurnani

AI assistant

Tech Mahindra — Interim / Quarterly Report 2021

35662_rns_2021-01-29_52c2e264-2ea5-40e9-9172-7bef96b3605f.pdf

Tech se Mahindra Te

Sub: Outcome of Board Meeting held on 29" January, 2021

Amalgamation/ Merger:

Tech Mahindra

Tech Mahindra

For Tech Mahindra Limited

Audited Consolidated Interim Financial Results for the quarter and nine months period ended December 31, 2020

Primary Segments

Segmental Capital Employed

Email : [email protected]. CIN : L64200MH1986PLC041370 Audited Consolidated Interim Financial Results for the quarter and nine months period ended December 31, 2020

Notes :

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

Proceedings in relation to 'Alleged Advances':

5 Satyam Venture Engineering Services Private Limited (SVES)

Accounting for sales commission

Adoption of Financial statements

Audited Consolidated Interim Financial Results for the quarter and nine months period ended December 31, 2020 11 Emphasis of Matters

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

12 Management response to Emphasis of Matters:

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF TECH MAHINDRA LIMITED

Report on the audit of the Consolidated Interim Financial Results

Opinion

Basis for Opinion

Emphasis of Matter

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Emphasis of Matter (continued)

Responsibilities of Management and Those Charged with Governance for the Consolidated Interim Financial Results

BSR&Co.LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Auditor's Responsibilities for the Audit of the Consolidated Interim Financial Results

BSR & Co. LLP

Tech Mahindra Limited Independent Auditors' Report —31 December 2020 (continued)

Auditor's Responsibilities for the Audit of the Consolidated Interim Financial Results (continued)

Other Matters

BSR &Co.LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Annexure 1: List of entities consolidated as at and for the period ended 31 December 2020

BSR &Co. LLP

Annexure 1: List of entities consolidated as at and for the period ended 31 December 2020 (continued)

BSR &Co. LLP

Annexure 1: List of entities consolidated as at and for the period ended 31 December 2020 (continued)

ii) List of Associates and Joint Venture:

Notes :

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

Proceedings in relation to 'Alleged Advances':

10 Emphasis of Matter

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

11 Management response to Emphasis of Matter:

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF TECH MAHINDRA LIMITED

Report on the audit of the Standalone Interim Financial Results

Opinion

Basis for Opinion

BSR & Co. LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Emphasis of Matter

Responsibility of the Management and Those Charged with Governance for the Standalone Interim Financial Results

Auditor's Responsibilities for the Audit of the Standalone Interim Financial Results

BSR &Co. LLP

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Auditor's Responsibilities for the Audit of the Standalone Interim Financial Results (continued)

Evaluate the overall presentation, structure and content of the standalone interim financial results, including the disclosures, and whether the standalone interim financial results represent the underlying transactions and events in a manner that achieves fair presentation.

Tech Mahindra Limited Independent Auditors' Report — 31 December 2020 (continued)

Auditor's Responsibilities for the Audit of the Standalone Interim Financial Results (continued)

Tech Mahindra Revenues up 3.4% EBITDA margins up 1.4% to 19.6%

Financial highlights for the quarter (₹)

Financial highlights for the quarter (USD)

Other Highlights

CP Gurnani, Managing Director & Chief Executive Officer, Tech Mahindra, said,

Key Wins

Business Highlights

Awards and Recognitions

About Tech Mahindra

Connect with us on www.techmahindra.com

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Tech Mahindra Interim / Quarterly Report 2021