We have audited the standaLone financial,
statements of Tech Mahindra Limited (the
"Company") which comprise the standalone
balance sheet as at 31 March 2025, and the
standaLone statement of profit and Loss (incLuding
other comprehensive income), standaLone
statement of changes in equity and standaLone
statement of cash fLows for the year then ended,
and notes to the standaLone financiaL statements,
incLuding materiaL accounting poLicies and other
expLanatory information.

In our opinion and to the best of our information
and according to the expLanations given to us, the
aforesaid standaLone financiaL statements give the
information required by the Companies Act, 2013
("Act") in the manner so required and give a true
and fair view in conformity with the accounting
principLes generaLLy accepted in India, of the state
of affairs of the Company as at 31 March 2025,
and its profit and other comprehensive Loss,
changes in equity and its cash fLows for the year
ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibiLities
under those SAs are further described in the
Auditor's ResponsibiLities for the Audit of the
StandaLone FinanciaL Statements 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 financiaL
statements.

EMPHASIS OF MATTER

We draw attention to note 37B to the standaLone
financiaL statements, which describes in detaiL
certain matters reLating to erstwhiLe Satyam
Computer Services Limited ("erstwhiLe Satyam"),
amaLgamated with the Company with effect from
1 ApriL 2011. In accordance with the Scheme
approved by the HonourabLe High Court of
Hyderabad, Andhra Pradesh, the Company has
presented separateLy under "Suspense Account
(net)" cLaims made by 37 companies in the City
CiviL Court, for aLLeged advances amounting to
INR 12,304 miLLion, to erstwhiLe Satyam. The
Company's management, on the basis of current
LegaL status, Lack of documentation to support the
vaLidity of the cLaims and externaL LegaL opinion
beLieves that these cLaims wiLL not be payabLe on
finaL adjudication.

Our opinion is not modified in respect of this
matter.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our
professionaL judgment, were of most significance
in our audit of the standaLone financiaL statements
of the current period. These matters were
addressed in the context of our audit of the
standaLone financiaL statements as a whoLe, and
in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

OTHER INFORMATION

The Company's Management and Board of
Directors are responsible for the other information.
The other information comprises the information
incLuded in the Company's annuaL report, but does
not include the financial statements and auditor's
report(s) thereon. The Company's annual report
is expected to be made available to us after the
date of this auditor's report.

Our opinion on the standalone financial statements
does not cover the other information and we wiH
not express any form of assurance conclusion
thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read
the other information identified above when
it becomes available and, in doing so, consider
whether the other information is materially

inconsistent with the standalone financial,
statements or our knowledge obtained in the audit,
or otherwise appears to be materiaLLy misstated.

When we read the Company's annual report, if we
conclude that there is a material misstatement
therein, we are required to communicate the
matter to those charged with governance and
take necessary actions, as applicable under the
relevant laws and regulations.

MANAGEMENT'S AND BOARD OF
DIRECTORS' RESPONSIBILITIES FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company's Management and Board of
Directors are responsible for the matters stated
in Section 134(5) of the Act with respect to
the preparation of these standalone financial
statements that give a true and fair view
of the state of affairs, profit/loss and other
comprehensive income, changes in equity and
cash flows of the Company in accordance with
the accounting principles generaUy accepted in
India, including the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Act.
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 the accuracy
and completeness of the accounting records,
relevant to the preparation and presentation of
the standalone financial statements that give
a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements,
the Management and 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 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 FINANCIAL
STATEMENTS

Our objectives are to obtain reasonable
assurance about whether the standalone financial
statements 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 wiU always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and
are considered material if, individuaUy or in the
aggregate, they could reasonably be expected
to influence the economic decisions of users
taken on the basis of these standalone financial
statements.

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 financial
statements, 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. Under Section 143(3)

(i) of the Act, we are also responsible for
expressing our opinion on whether the
company has adequate internal financial
controls with reference to 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 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
in preparation of standalone financial
statements 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 financial statements 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 financial
statements, including the disclosures,
and whether the standalone financial
statements 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.

From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the standalone financial statements of
the current period and are therefore the key audit
matters. We describe these matters in our auditor's
report unless law or regulation precludes public
disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter
should not be communicated in our report
because the adverse consequences of doing so
would reasonably be expected to outweigh the
public interest benefits of such communication.

REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's
Report) Order, 2020 ("the Order") issued by
the Central Government of India in terms of
Section 143(11) of the Act, we give in the
"Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order,
to the extent appLicabLe.

2 A. As required by Section 143(3) of the Act, we
report that:

a. We have sought and obtained aLL the
information and expLanations which to
the best of our knowLedge and beLief
were necessary for the purposes of
our audit.

b. In our opinion, proper books of account
as required by Law have been kept
by the Company so far as it appears
from our examination of those books
except for the matter stated in the
paragraph 2B(f) beLow on reporting
under RuLe 11(g) of the Companies
(Audit and Auditors) RuLes, 2014.

c. The standaLone baLance sheet, the
standaLone statement of profit and
Loss (incLuding other comprehensive
income), the standaLone statement of
changes in equity and the standaLone
statement of cash fLows deaLt with by
this Report are in agreement with the
books of account.

d. In our opinion, the aforesaid standaLone
financiaL statements compLy with the
Ind AS specified under Section 133 of
the Act.

e. On the basis of the written
representations received from the
directors as on 31 March 2025 to
4 ApriL 2025 taken on record by
the Board of Directors, none of the
directors is disquaLified as on 31
March 2025 from being appointed as
a director in terms of Section 164(2)
of the Act.

f. the modification reLating to the
maintenance of accounts and other
matters connected therewith are as
stated in the paragraph 2(A)(b) above
on reporting under Section 143(3)(b)

of the Act and paragraph 2B(f) beLow
on reporting under RuLe 11(g) of the
Companies (Audit and Auditors) Rules,
2014.

g. With respect to the adequacy of
the internaL financiaL controLs with
reference to financiaL statements
of the Company and the operating
effectiveness of such controLs, refer
to our separate Report in "Annexure
B".

B. With respect to the other matters to
be incLuded in the Auditor's Report in
accordance with RuLe 11 of the Companies
(Audit and Auditors) RuLes, 2014, in our
opinion and to the best of our information
and according to the explanations given to
us:

a. The Company has discLosed the
impact of pending Litigations as at 31
March 2025 on its financiaL position
in its standaLone financiaL statements
- Refer Note 31, 37 and 38 to the
standaLone financiaL statements.

b. The Company has made provision, as
required under the appLicabLe Law or
accounting standards, for materiaL
foreseeabLe Losses, if any, on Long¬
term contracts incLuding derivative
contracts - Refer Note 33B and 48 to
the standaLone financiaL statements.

c. There has been no deLay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company.

d (i) The management has
represented that, to the best of
its knowLedge and beLief, other
than as discLosed in the Note
55(ii) to the standaLone financiaL
statements, no funds have
been advanced or Loaned or
invested (either from borrowed
funds or share premium or
any other sources or kind of
funds) by the Company to
or in any other person(s) or
entity(ies), incLuding foreign
entities ("Intermediaries"), with
the understanding, whether
recorded in writing or otherwise,

that the Intermediary shaLL
directLy or indirectLy Lend or
invest in other persons or
entities identified in any manner
whatsoever by or on behaLf
of the Company ("ULtimate
Beneficiaries") or provide any
guarantee, security or the
Like on behaLf of the ULtimate
Beneficiaries.

(ii) The management has
represented that, to the best
of its knowLedge and beLief, as
discLosed in the Note 55(iii) to the
standaLone financiaL statements,
no funds have been received by
the Company from any person(s)
or entity(ies), incLuding foreign
entities ("Funding Parties"),
with the understanding,
whether recorded in writing or
otherwise, that the Company
shaLL directLy or indirectLy, Lend
or invest in other persons or
entities identified in any manner
whatsoever by or on behaLf of
the Funding Parties ("ULtimate
Beneficiaries") or provide any
guarantee, security or the
Like on behaLf of the ULtimate
Beneficiaries.

(iii) Based on the audit procedures
that have been considered
reasonabLe and appropriate
in the circumstances, nothing
has come to our notice that
has caused us to beLieve that
the representations under sub¬
cLause (i) and (ii) of RuLe 11(e),
as provided under (i) and (ii)
above, contain any materiaL
misstatement.

e. With reference to the dividend

decLared or paid during the year by the

Company incorporated in India:

(i) The interim dividend decLared
or paid during the year by the
Company is in compLiance with
Section 123 of the Companies
Act, 2013;

(ii) The finaL dividend paid by the
Company during the year in

respect of the same decLared
for the previous year is in
accordance with Section 123 of
the Companies Act, 2013 to the
extent it applies to payment for
dividend; and

(iii) As noted in Note 18 to the
standaLone financiaL statements,
the Board of Directors of the
Company have proposed finaL
dividend for the year subject to
the approvaL of the members
at the ensuing AnnuaL GeneraL
Meeting. The dividend declared
is in accordance with section
123 of the Act to the extent
it appLies to decLaration of
dividend.

f. Based on our examination which
incLuded test checks, except for
instances mentioned beLow, the
Company has used accounting
softwares for maintaining its books
of account which, aLong with access
management tooL, as appLicabLe,
have a feature of recording audit traiL
(edit Log) faciLity and the same has
operated throughout the year for aLL
the reLevant transactions recorded in
the respective softwares:

- The feature of audit trail (edit
Log) was not enabLed at the
database Layer to Log any direct

data changes in the accounting
softwares used for maintaining
books of accounts reLating to
revenue system, payroLL system
and consoLidation system for
the period 1 April 2024 to 31
August 2024 and reLating to
the generaL Ledger system for
the period 1 ApriL 2024 to 3
December 2024.

Further, for the periods where audit traiL
(edit Log) faciLity was enabLed and operated,
we did not come across any instance of
the audit traiL feature being tampered
with. AdditionaLLy, the audit traiL has been
preserved by the Company as per the
statutory requirements for record retention.

C. With respect to the matter to be incLuded in
the Auditor's Report under Section 197(16)
of the Act:

In our opinion and according to the
information and explanations given to us, the
remuneration paid/payable by the Company
to its directors during the current year is in
accordance with the provisions of Section
197 of the Act. The remuneration paid/
payabLe to any director is not in excess of
the limit laid down under Section 197 of the
Act. The Ministry of Corporate Affairs has
not prescribed other detaiLs under Section
197(16) of the Act which are required to be
commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm's Registration No.:101248W/W-100022

Venkataramanan Vishwanath

Partner

Place: Mumbai Membership No.: 113156

Date: 24 April 2025 ICAI UDIN:25113156BMODJV8300