v) Provisions and contingent Liabilities

A provision is recognised when the
Company has a present obligation as a
resuLt of a past event and it is probabLe
that an outflow of resources wiU be
required to settle the obligation, in
respect of which a reLiabLe estimate
can be made. These are reviewed at
each balance sheet date and adjusted
to reflect the current best estimates.
The policy for the same has been
explained under Note 2.18.

The Company uses significant
judgements to assess contingent
liabilities. Contingent liabilities are
disclosed when there is a possible
obligation arising from past events,
the existence of which will be
confirmed only by the occurrence
or non-occurrence of one or more
uncertain future events not wholly
within the control of the Company or
a present obligation that arises from
past events where it is either not
probable that an outflow of resources
will be required to settle the obligation
or a reliable estimate of the amount
cannot be made. Contingent assets
are neither recognised nor disclosed in
the standalone financial statements.

vi) Defined benefit pLans and
compensated absences

The cost of the defined benefit plans,
compensated absences and the
present value of the defined benefit
obligation are based on actuarial
valuation using the projected unit
credit method. An actuarial valuation
involves making various assumptions
that may differ from actual
developments in the future. These
include the determination of the
discount rate, future salary increases
and mortality rates. Due to the
complexities involved in the valuation
and its long-term nature, a defined
benefit obligation is highly sensitive

to changes in these assumptions. ALL
assumptions are reviewed at each
reporting date. The poLicy for the
same has been explained under Note
2.12.

vii) Expected credit Losses on financial
assets

The impairment provisions of financiaL
assets are based on assumptions
about risk of defauLt and expected
timing of coLLection. The Company
uses judgment in making these
assumptions and seLecting the inputs
to the impairment caLcuLation, based
on the Company's past history,
customer's creditworthiness, existing
market conditions as weLL as forward
Looking estimates at the end of each
reporting period. The poLicy for the
same has been expLained under Note
2.8.

viii) Other estimates

The share-based compensation
expense is determined based on
the Company's estimate of equity
instruments that wiLL eventuaLLy vest.

1.4 Property, Plant & Equipment and
Intangible assets:

Property, PLant & Equipment and intangibLe
assets are stated at cost Less accumuLated
depreciation/amortisation and net of
impairment. Cost of an item of property,
pLant and equipment comprises its purchase
price, incLuding import duties and non¬
refundabLe purchase taxes, after deducting
trade discounts and rebates, any directLy
attributabLe costs of bringing the item to
its working condition for its intended use
and estimated cost of dismantLing and
removing the item and restoring the site on
which it is Located. Subsequent expenditure
reLating to property, pLant and equipment
is capitaLized onLy when it is probabLe that
future economic benefits associated with
these wiLL fLow to the company and the cost
of the item can be measured reLiabLy.

The cost of property, pLant and equipment
not avaiLabLe for use as at each reporting
date is discLosed under capitaL work in
progress.

DepreciabLe amount for assets is the cost
of an asset, Less its estimated residuaL
vaLue. Depreciation on Property, PLant &
Equipment (including assets taken on lease),
other than freehold land, is charged based
on the straight line method on the estimated
useful life as prescribed in Schedule II to the
Companies Act, 2013 except in respect of
the certain categories of assets, where the
life of the assets has been assessed based
on internal technical estimate, considering
the nature of the asset and estimated
usage of the asset, the operating conditions
of the asset, past history of repLacement,
anticipated technoLogicaL changes.

The estimated usefuL Life of intangibLe assets
(software) is 1 to 10 years and these are
amortised on a straight Line basis. Project
specific intangibLe assets are amortised
over their estimated usefuL Life on a straight
Line basis or over the period of the License/
project period, whichever is Lower.

The estimated usefuL Life and residuaL
vaLues of Property, PLant & Equipment and
IntangibLe assets are reviewed at the end of
each reporting period.

Assets acquired under LeasehoLd
improvements are amortized over the
shorter of estimated useful life of the asset
or the reLated Lease term.

InteLLectuaL Property Rights ('IPR') comprise
right to use for licensed software. The
Company has recognised the IPR based
on present vaLue of consideration paid.
Subsequent to initiaL recognition, the
intangible asset is measured at cost, less any
accumulated amortization and accumulated
impairment losses. The IPR's are amortised
over their estimated useful life of 10 years
on a straight Line basis.

An item of Property, Plant & Equipment
and intangibLe asset is derecognised upon
disposaL or when no future economic
benefits are expected to arise from the
continued use of the asset. Any gain or
Loss arising on the disposaL or retirement
of an item of Property, PLant & Equipment
and intangibLe assets is determined as the
difference between the saLes proceeds
and the carrying amount of the asset and
is recognised in the StandaLone FinanciaL
Statements statement of profit and Loss.

When the use of a property changes from
owner occupied to investment property,
the property is recLassified as investment
property at it carrying amount on the date
of recLassification.

:.5 Investment Property:

Investment properties are measured
initiaLLy at cost, incLuding transaction costs.
Subsequent to initial recognition, investment
properties are measured at cost less
accumuLated depreciation and accumuLated
impairment losses, if any in accordance with
Ind AS 16 Property, Plant and Equipment.

Depreciation on Investment Property is
charged based on the straight Line method
on the estimated usefuL Life as prescribed in
Schedule II to the Companies Act, 2013.

An investment property is derecognised
upon disposaL or when the investment
property is permanentLy withdrawn from
use and no future economic benefits are

The right-of-use assets is depreciated
using the straight-Line method from the
commencement date over the shorter
of Lease term or usefuL Life of right-of-
use asset. The estimated usefuL Lives of
right-of-use assets are determined on the
same basis as those of property, pLant and
equipment. Right-of-use assets are tested
for impairment whenever there is any
indication that their carrying amounts may
not be recoverabLe. Impairment Loss, if any,
is recognised in the StandaLone FinanciaL
Statements of profit and Loss.

The Company measures the Lease LiabiLity
at the present vaLue of the Lease payments
that are not paid at the commencement
date of the Lease. The Lease payments are
discounted using the interest rate impLicit
in the Lease, if that rate can be readiLy
determined. If that rate cannot be readiLy
determined, the Company uses incrementaL
borrowing rate. For Leases with reasonabLy
simiLar characteristics, the Company, on a
Lease by Lease basis, may adopt either the
incrementaL borrowing rate specific to the
Lease or the incrementaL borrowing rate for
the portfoLio as a whoLe. The Lease payments
shaLL incLude fixed payments, variabLe Lease
payments, residuaL vaLue guarantees,
exercise price of a purchase option where the
Company is reasonably certain to exercise
that option and payments of penaLties for
terminating the Lease, if the Lease term
refLects the Lessee exercising an option to
terminate the Lease. The Lease LiabiLity is
subsequentLy remeasured by increasing the
carrying amount to refLect interest on the
Lease LiabiLity, reducing the carrying amount
to refLect the Lease payments made and
remeasuring the carrying amount to refLect
any reassessment or Lease modifications or
to refLect revised in-substance fixed Lease
payments.

The Company recognises the amount of
the re-measurement of Lease LiabiLity as
an adjustment to the right-of-use asset.
Where the carrying amount of the right-of-
use asset is reduced to zero and there is a

further reduction in the measurement of the
Lease LiabiLity, the Company recognises any
remaining amount of the re-measurement in
StandaLone FinanciaL Statements of profit
and Loss.

The Company has eLected not to appLy the
requirements of Ind AS 116 to short-term
Leases of aLL assets that have a Lease term of
12 months or Less and Leases for which the
underlying asset is of Low vaLue. The Lease
payments associated with these Leases are
recognized as an expense on a straight-Line
basis over the Lease term.

Company as a lessor

At the inception of the Lease the Company
classifies each of its Leases as either an
operating Lease or a finance Lease. The
Company recognises Lease payments
received under operating Leases as income
on a straight- Line basis over the Lease term.
In case of a finance Lease, finance income is
recognised over the Lease term based on a
pattern reflecting a constant periodic rate of
return on the Lessor's net investment in the
Lease. When the Company is an intermediate
Lessor it accounts for its interests in the
head Lease and the sub-Lease separately. It
assesses the Lease cLassification of a sub¬
Lease with reference to the right-of-use
asset arising from the head Lease, not with
reference to the underLying asset. If a head
Lease is a short term Lease to which the
Company appLies the exemption described
above, then it cLassifies the sub-Lease as an
operating Lease.

If an arrangement contains Lease and non¬
Lease components, the Company appLies Ind
AS 115 Revenue from Customer Contracts
to aLLocate the consideration in the contract.

2.7 Business Combination

Business Combination under common
controL are accounted under "the pooLing
of interest method" i.e. in accordance
with Appendix C in Ind AS 103 - Business
combinations, at carrying amount of assets
and LiabiLities acquired and any excess of

consideration issued over the net assets
acquired is recognised as capital, reserve on
common control, business combination.

Business combinations are accounted for
using the purchase (acquisition) method.
The cost of an acquisition is measured as
the fair value of the assets transferred,
liabilities incurred or assumed and equity
instruments issued at the date of exchange
by the Company. Identifiable assets acquired
and Liabilities and contingent liabilities
assumed in a business combination are
measured initially at fair value at the date
of acquisition. Transaction costs incurred in
connection with a business acquisition are
expenses as incurred.

When the consideration transferred by
the Company in a business combination
includes assets or liabilities resulting from
a contingent arrangement, the contingent
consideration is measured at its acquisition
date fair value and included as part of the
consideration transferred in a business
combination. Contingent consideration
that is classified as an asset or liability is
remeasured at subsequent reporting dates
in accordance with IND AS 109 Financial
Instruments or IND AS 37 Provisions,
Contingent Liabilities and Contingent
Assets, with the corresponding gain or loss
being recognised in Standalone Financial
Statements of profit and Loss.

Business Combination under common
control are accounted under "the pooling
of interest method" i.e. in accordance
with Appendix C in Ind AS 103 - Business
combinations.

Goodwill and intangible assets

GoodwiU represents the cost of acquired
business as established at the date of
acquisition of the business in excess of
the acquirer's interest in the net fair value
of the identifiable assets, liabilities and
contingent liabilities less accumulated

impairment losses, if any. Goodwill is tested
for impairment annually or when events or
circumstances indicate that the implied fair
value of goodwill is less than its carrying
amount.

Intangible assets acquired separately are
measured at cost of acquisition. Intangible
assets acquired in a business combination
are measured at fair value as at the date
of acquisition. Following initial recognition,
intangible assets are carried at cost less
accumulated amortization and impairment
losses, if any.

£.8 Impairment of Asset:

i) Financial assets

The Company applies the expected
credit loss model for recognizing
impairment loss on financial assets.

Expected credit Loss is the difference
between the contractual cash flows
and the cash flows that the entity
expects to receive discounted using
effective interest rate.

Loss allowances for trade receivables
are measured at an amount equal
to lifetime expected credit losses.
Lifetime expected credit losses are
the expected credit losses that result
from all possible default events
over the expected life of a financial
instrument. Lifetime expected credit
loss is computed based on a provision
matrix which takes into account
historical credit loss experience
adjusted for forward looking
information. For other financial assets,
expected credit Loss is measured at
the amount equal to twelve months
expected credit loss unless there has
been a significant increase in credit
risk from initial recognition, in which
case, those are measured at lifetime
expected credit loss.

ii) Non-financial assets

Property, pLant and equipment and
intangible assets with finite Life
are evaluated for recoverability
whenever there is any indication that
their carrying amounts may not be
recoverabLe. If any such indication
exists, the recoverabLe amount (i.e.
higher of the fair value less cost to seU
and the vaLue-in-use) is determined on
an individuaL asset basis unLess the
asset does not generate cash fLows
that are LargeLy independent of those
from other assets. In such cases, the
recoverabLe amount is determined
for the Cash Generating Unit (CGU) to
which the asset belongs.

If the recoverable amount of an asset
(or CGU) is estimated to be less than its
carrying amount, the carrying amount
of the asset (or CGU) is reduced to its
recoverabLe amount. An impairment
Loss is recognised in the StandaLone
FinanciaL Statements of profit and
Loss.

iii) Goodwill

GoodwiLL is tested for impairment on
an annuaL basis and whenever there
is an indication that goodwiLL may
be impaired, reLying on a number of
factors incLuding operating resuLts,
business pLans and future cash fLows.

The Company estimates the vaLue-
in-use of the cash generating unit
(CGU) based on the future cash fLows
after considering current economic
conditions and trends, estimated
future operating resuLts and growth
rate and anticipated future economic
and reguLatory conditions. The
estimated cash fLows are deveLoped
using internaL forecasts. The discount
rate used for the CGU's represent
the weighted average cost of capitaL
based on the historicaL market returns
of comparable companies.

2.9 Revenue recognition:

Revenue from information technology and
business process outsourcing services
incLudes revenue from services rendered
on time and materiaL basis, voLume/unit
based contracts, time bound fixed price
engagements and fixed price deveLopment
contracts.

Revenue is measured based on the
consideration specified in a contract with
a customer. The Company recognizes
revenue when it transfers controL over a
goods or service to a customer. Revenue is
measured based on transaction price, which
is the consideration, adjusted for discounts,
rebates, credits, price concessions,
incentives, performance bonuses, penaLties,
or other similar items, as applicable. Revenue
also excludes taxes.

To recognise revenues, the Company
appLies the foLLowing five step approach:

(1) identify the contract with a customer,

(2) identify the performance obligations in
the contract, (3) determine the Transaction
Price, (4) aUocate the Transaction Price
to the performance obLigations in the
contract, and (5) recognise revenues when
a performance obLigation is satisfied. When
there is uncertainty as to coLLectabiLity,
revenue recognition is postponed untiL such
uncertainty is resoLved.

Revenue from time and materiaL contracts
and volume/unit based contracts is
measured on output basis by units deLivered,
efforts expended, number of transactions
processed, etc. and is recognised as the
reLated services are performed. Revenue from
the end of the Last invoicing to the reporting
date is recognised as unbiLLed revenue.

Revenue from fixed price maintenance
contracts is recognised based on the right to
invoice for services performed for contracts
in which the invoicing is representative of
the vaLue being deLivered. If invoicing is not
consistent with vaLue deLivered, revenue is
recognized as the services are performed.

When services are performed through an
indefinite number of repetitive acts over a
specified period, revenue is recognised on a
straight-Line basis over the specified period
unLess some other method better represents
the manner in which services are performed.

Revenue on fixed price development
contracts is recognised using the

'percentage of completion' method of
accounting, unLess work compLeted cannot
be reasonably estimated. Percentage of
completion is determined based on project
costs incurred to date as a percentage of
totaL estimated project costs required to
compLete the project. The cost expended
(or input) method has been used to measure
progress towards compLetion as there is
a direct reLationship between input and
productivity. If the Company does not have
a sufficient basis to measure the progress
of completion or to estimate the totaL
contract revenues and costs, revenue is
recognised onLy to the extent of contract
cost incurred for which recoverabiLity is
probabLe. Estimates of transaction price
and totaL costs or efforts are continuousLy
monitored over the term of the contracts
and are recognized in net profit in the period
when these estimates change or when the
estimates are revised. Revenues and the
estimated totaL costs or efforts are subject
to revision as the contract progresses.
When totaL cost estimates exceed revenues
in an arrangement, the estimated Losses
are recognised in the StandaLone financiaL
statement of profit and Loss in the period in
which such Losses become probabLe based
on the current contract estimates.

The Company exercises judgement in
determining whether the performance
obLigation is satisfied at a point in time
or over a period of time. The Company
considers indicators such as how customer
consumes benefits as services are rendered
or who controLs the asset as it is being
created or existence of enforceabLe right
to payment for performance to date and
aLternate use of such product or service,

transfer of significant risks and rewards to
the customer, acceptance of deLivery by the
customer, etc.

The biLLing scheduLes agreed with
customers incLude periodic performance-
based payments and / or miLestone-based
progress payments. Invoices are payabLe
within contractuaLLy agreed credit period.

The soLutions offered by the Company may
incLude suppLy of third party equipment or
software. In such cases, revenue for suppLy
of such third-party products are recorded
at gross or net basis depending on whether
the Company is acting as the principaL or
as an agent of the customer. The Company
recognises gross amount of consideration
as revenue when it is acting as a principaL
and net amount of consideration as revenue
when it is acting as an agent. In doing so,
the Company first evaLuates whether it
obtains controL of the specified goods or
services before they are transferred to the
customer. The Company considers whether
it is primariLy responsibLe for fuLfiLLing the
promise to provide the specified goods or
services, inventory risk, pricing discretion
and other factors to determine whether
it controLs the specified goods or services
and therefore, is acting as a principaL or an
agent.

Revenue from the saLe of distinct third party
hardware is recognized at the point in time
when controL is transferred to the customer.

Contracts assets are recognised when there
is excess of revenue earned over biLLings on
contracts. Contract assets are cLassified as
unbiLLed revenue when there is unconditionaL
right to receive cash, and onLy passage of
time is required, as per contractuaL terms.

Contract LiabiLity ("Unearned revenue")
arises when there are biLLing in excess of
revenue.

In arrangements for hardware and software
impLementation and integration, reLated
services and maintenance services, the

Company has appLied the guidance in Ind
AS 115 by appLying the revenue recognition
criteria for each distinct performance
obligation. For aLLocating the transaction
price, the Company has measured the
revenue in respect of each performance
obLigation of a contract at its reLative
StandaLone seLLing price. The price that
is reguLarLy charged for an item when
soLd separateLy is the best evidence of its
StandaLone seLLing price. In cases where
the Company is unabLe to determine the
StandaLone seLLing price, the Company uses
the expected cost pLus margin approach
in estimating the StandaLone seLLing price.
Fixed price deveLopment contracts and
reLated services, the performance obLigation
is satisfied as and when the services are
rendered since the customer generaLLy
obtains control of the work as it progresses.

Revenue recognition for deLivered
elements is limited to the amount that is
not contingent on the future deLivery of
products or services, future performance
obLigations or subject to customer-specified
return or refund priviLeges.

Revenue from Licenses where the customer
obtains a 'right to use' the licenses is
recognised at the time the License is made
avaiLabLe to the customer. Revenue from
Licenses where the customer obtains a
'right to access' is recognised over the
access period. The Company has appLied
the principLes of Ind AS 115 to account for
revenues for these performance obLigations.

The Company recognises revenue for a saLes-
based or usage-based royaLty promised
in exchange for a License of inteLLectuaL
property onLy when (or as) the subsequent
saLe or usage occurs.

The Company accounts for voLume discount
and pricing incentives to customers as a
reduction based on ratabLe aLLocation of
the discounts/incentives amount to each
of the underLying performance obLigation
that corresponds to the progress made by

the customer towards earning the discount/
incentive. ALso, when the LeveL of discount
varies with increases in LeveLs of revenue
transactions, the Company recognises
the LiabiLity based on its estimate of
the customer's future purchases. If it is
probabLe that the criteria for the discount
wiLL not be met, or if the amount thereof
cannot be estimated reLiabLy, then discount
is not recognised untiL the payment is
probabLe and the amount can be estimated
reLiabLy. The Company recognises changes
in the estimated amount of obLigations for
discounts in the period in which the change
occurs.

Deferred contract costs are upfront costs
incurred for the contract and are amortized
on a systematic basis that is consistent with
the transfer to the customer of the goods
or services to which the asset reLates.

The Company assesses the timing of the
transfer of goods or services to the customer
as compared to the timing of payments to
determine whether a significant financing
component exists. As a practicaL expedient,
the Company does not assess the existence
of a significant financing component when
the difference between payment and
transfer of deLiverabLes is tweLve months
or Less. If the difference in timing arises for
reasons other than the provision of finance
to either the customer or us, no financing
component is deemed to exist.

Contract modifications are accounted
for when additions, deLetions or changes
are approved either to the contract
scope or contract price. The accounting
for modifications of contracts invoLves
assessing whether the services added
to an existing contract are distinct and
whether the pricing is at the StandaLone
seLLing price. Services added that are not
distinct are accounted for on a cumuLative
catch up basis, whiLe those are distinct are
accounted for prospectiveLy, either as a
separate contract, if the additionaL services
are priced at the StandaLone seLLing price,

or as a termination of the existing contract
and creation of a new contract if not priced
at the Standalone seLLing price.

In accordance with Ind AS 37, the Company
recognises an onerous contract provision
when the unavoidable costs of meeting the
obligations under a contract exceed the
economic benefits to be received.

Revenue from subsidiaries is recognised
based on transaction price which is at arm's
length.

The Company disaggregates revenue from
contracts with customers by nature of
services, geography and industry verticals.

2.10 Foreign currency transactions:

Foreign currency transactions are recorded
at exchange rates prevailing on the date
of the transaction. Foreign currency
denominated monetary assets and liabilities
are retranslated into the functional currency
using exchange rates prevailing on the date
of Balance Sheet. Gains and losses arising
on settlement and restatement of foreign
currency denominated monetary assets and
liabilities are recognised in the Standalone
Financial Statements of profit and Loss.
Non-monetary assets and liabilities that
are measured in terms of historicaL cost in
foreign currencies are not retransLated.

2.11 Financial Instruments:

Financial assets and liabilities are recognised
when the Company becomes a party to the
contractuaL provisions of the instruments.

FinanciaL assets and LiabiLities are initiaLLy
measured at fair vaLue except for trade
receivabLes which are initiaLLy measured at
transaction price. Transaction costs that
are directLy attributabLe to the acquisition
or issue of financiaL assets and financiaL
LiabiLities (other than financiaL assets and
financiaL LiabiLities at fair vaLue through
profit or Loss) are added to or deducted from
the fair value measured on initial recognition
of financial asset or financial liability.
Transaction costs directLy attributabLe to
the acquisition of financial assets or financial

liabilities at fair value through profit or Loss
are recognised in StandaLone statement of
profit and Loss.

i) Non-derivative financial instruments:
Cash and cash equivalents

The Company considers aLL highLy
Liquid financiaL instruments, which
are readiLy convertibLe into known
amounts of cash and that are subject
to an insignificant risk of change in
vaLue and having originaL maturities of
three months or Less from the date of
purchase, to be cash equivaLents.

Financial assets at amortised cost

FinanciaL assets are subsequently
measured at amortised cost using
the effective interest method Less
impairment Losses, if these financiaL
assets are heLd within a business
modeL whose objective is to hoLd these
assets in order to coLLect contractuaL
cash fLows and the contractuaL terms
of the financiaL asset give rise on
specified dates to cash fLows that
are soLeLy payments of principaL and
interest on the principaL amount
outstanding.

Financial assets at fair value

FinanciaL assets not measured at
amortised cost are carried at fair vaLue
through profit or Loss (FVTPL) on
initiaL recognition, unLess the Company
irrevocabLy eLects on initiaL recognition
to present subsequent changes in fair
vaLue in 'other comprehensive income',
for investment in equity instruments
which are not heLd for trading.

The Company, on initiaL appLication
of IND AS 109 FinanciaL Instruments,
has made an irrevocabLe eLection
to present in 'other comprehensive
income', subsequent changes in fair
vaLue of equity instruments not heLd
for trading.

Financial, asset at FVTPL, are
measured at fair values at the end of
each reporting period, with any gains
or Losses arising on remeasurement
recognised in the Standalone
statement of profit and Loss.

Investment in subsidiaries

Investment in subsidiaries is carried at
cost less impairment as per Ind AS 27
Separate Financial Statements.

Financial liabilities

Financial liabilities are subsequently
carried at amortised cost using the
effective interest rate method or at
FVTPL. For financial liabilities carried
at amortised cost, the carrying
amounts approximate fair values
due to the short term maturities of
these instruments. Financial liabilities
are classified as at FVTPL when the
financial liability is either contingent
consideration recognised in a business
combination, or is held for trading or
it is designated as FVTPL. Financial
liabilities at FVTPL are stated at fair
value, with any gains or losses arising
on remeasurement recognised in
Standalone statement of profit and
loss.

ii) Derivative financial instruments
and hedge accounting

The Company is exposed to foreign
currency fluctuations on foreign
currency assets, liabilities and
forecasted cash flows denominated in
foreign currency. The Company uses
foreign currency forward contracts /
options to hedge its risks associated
with foreign currency fluctuations
relating to certain forecasted
transactions. The Company designates
some of these forward contracts /
options as hedge instruments and
accounts for them as cash flow

hedges applying the recognition and
measurement principles set out in Ind
AS 109.

The use of foreign currency forward
contracts / options is governed by the
Company's risk management policy
approved by the Board of Directors,
which provide written principles on
the use of such financial derivatives
consistent with the Company's
risk management strategy. The
counter party to the Company's
foreign currency forward contracts
is generaLLy a bank. The Company
does not use derivative financial
instruments for speculative purposes.

Foreign currency forward contract/
option derivative instruments are
initially measured at fair value and
are re-measured at subsequent
reporting dates. Changes in the fair
value of these derivatives that are
designated and effective as hedges
of future cash flows are recognised
in other comprehensive income and
accumulated under 'effective portion
of cash fLow hedges' (net of taxes), and
the ineffective portion is recognised
immediately in the StandaLone
statement of profit and Loss.

Amounts previousLy recognised in
other comprehensive income and
accumuLated in effective portion of
cash fLow hedges are recLassified to
the StandaLone statement of profit
and Loss in the same period in which
gains/Losses on the item hedged
are recognised in the StandaLone
statement of profit and Loss.

Changes in the fair vaLue of derivative
financiaL instruments that do not
quaLify for hedge accounting are
recognised in the StandaLone
statement of profit and Loss as they
arise.

Hedge accounting is discontinued
when the hedging instrument expires
or is soLd, terminated, or exercised,
or no Longer quaLifies for hedge
accounting. Cumulative gain or Loss on
the hedging instrument cLassified as
effective portion of cash fLow hedges
is cLassified to StandaLone statement
of profit and Loss when the forecasted
transaction occurs. If a hedged
transaction is no Longer expected to
occur, the net cumuLative gain or Loss
recognised in effective portion of
cash fLow hedges is transferred to the
StandaLone statement of profit and
Loss for the period.

iii) Derecognition of financial
instruments

The Company derecognises a financiaL
asset when the contractuaL rights to
the cash fLows from the asset expire,
or when it transfers the financial asset
and substantially aU the risks and
rewards of ownership of the asset to
another party. If the Company retains
substantiaLLy aLL the risk and rewards
of transferred financiaL assets, the
Company continues to recognise the
financial asset and also recognises the
borrowing for the proceeds received.

The Company derecognises financial
LiabiLities when, and onLy when, the
Company's obligation are discharged,
canceLLed or have expired. Cost
associated with derecognition of
financiaL assets incLuding trade
receivabLes is recorded under the
head finance cost as discount and
other charges.

iv) Financial Guarantee contracts

Financial guarantee contracts issued
by the Company are initiaUy measured
at fair value and subsequently
measured at the higher of the
amount of Loss aLLowance determined
in accordance with impairment

obligations for future provident
fund. In addition the Company
and employees, as eligible also
contributes to the national
pension scheme. This is also a
define contribution plan.

(ii) Superannuation:

Contributions to Superannuation
fund which are defined
contribution schemes, are
charged to the Standalone
statement of profit and loss on
an accrual basis.

The Company has no
further obligations for
future superannuation fund
benefits other than its annual
contributions.

c. Compensated absences:

The Company provides for
compensated absences and long term
service awards subject to Company's
rules. The employees are entitled to
accumulate leave subject to certain
limits, for future encashment or
availment. The liability is accrued
based on the number of days of
unavailed leave at each Balance Sheet
date and the awards are accrued
based on number of years of service
of an employee. It is measured at the
balance sheet date on the basis of an
independent actuarial valuation using
the Projected Unit Credit method.

Actuarial gains and losses are
recognised in full in the Standalone
statement of profit and loss in the
period in which they occur.

The Company also offers a short term
benefit in the form of encashment of
unavailed accumulated compensated
absences above certain limits as
per respective policies and same is
recognised as undiscounted liability at
the balance sheet date.

The current income tax expense includes
income taxes payabLe by the Company
and its branches in India and overseas.
The current tax payable by the Company
in India is Indian income tax payable on
worldwide income. Current income tax
payable by overseas branches of the
Company is computed in accordance with
the tax laws applicable in the jurisdiction
in which the respective branch operates.
The proportionate credit for the taxes paid
outside India are generally available for set
off against the Indian income tax liability of
the Company's worldwide income.

Advance taxes and provisions for current
income taxes are presented in the
statement of financial position after off¬
setting advance tax paid and income tax
provision arising in the same tax jurisdiction
and where the relevant tax paying unit has
a legally enforceable right and intends to
settle the asset and liability on a net basis.

Deferred income taxes

Deferred income tax is recognised using the
balance sheet approach. Deferred income
tax assets and liabilities are recognised
for deductible and taxable temporary
differences arising between the tax base
of assets and liabilities and their carrying
amount.

Deferred income tax assets are recognised
to the extent it is probable that taxable
profit wiLL be available against which the
deductible temporary differences and the
carry forward of unused tax credits and
unused tax losses can be utilised.

The carrying amount of deferred tax assets
is reviewed at each reporting date and
reduced to the extent that it is no longer
probable that sufficient taxable profit
wiLL be available to aLLow aLL or part of the
deferred income tax asset to be utilised.

Deferred tax assets and liabilities are
measured using substantively enacted
tax rates expected to apply to taxable
income in the years in which the temporary
differences are expected to be recovered or
settled.

Deferred tax assets and liabilities are offset
when it relates to income taxes levied
by the same taxation authority and the
relevant entity intends to settle its current
tax assets and liabilities on a net basis.

The Company recognises interest levied and
penalties related to income tax assessments
in interest expenses.

2.15 Employee Stock Option Plans:

Equity instruments granted are measured by
reference to the fair value of the instrument
at the date of grant. The equity instruments
generaLLy vest in a graded manner over the
vesting period. The fair value determined
at the grant date is expensed over the
vesting period of the respective tranches
of such grants (accelerated amortization).
The share-based compensation expense
is determined based on the Company's
estimate of equity instruments that wiLL
eventually vest.

The expense is recognised in the statement
of profit and loss with a corresponding
increase to the 'share option outstanding
account', which is a component of equity.

2.16 Research and development:

Research costs are recognised as an
expense in the StandaLone statement
of profit and loss in the period they are
incurred. Development costs are recognised
in the StandaLone statement of profit
and Loss unLess technicaL and commercial
feasibility of the project is demonstrated,
future economic benefits are probabLe, the
Company has an intention and abiLity to
compLete the deveLopment project and use
the asset and the costs can be measured
reLiabLy.

2.17 Earnings per Share:

Basic earnings per share is caLcuLated
by dividing the net profit for the period
attributable to equity shareholders by
the weighted average number of equity
shares outstanding during the period. The
weighted average number of equity shares
outstanding during the period are adjusted
for any bonus shares issued during the
period.

For caLcuLating diLuted earnings per share,
the net profit for the period attributabLe
to equity sharehoLders and the weighted
average number of shares outstanding
during the period are adjusted for the
effects of aLL diLutive potentiaL equity
shares. The diLutive potentiaL equity shares
are adjusted for the proceeds receivabLe
had the equity shares been actuaLLy issued
at fair vaLue (i.e. the average market vaLue
of the outstanding equity shares).

2.18 Provisions and Contingent Liabilities:

A provision is recognised when the Company
has a present obLigation as a resuLt of
past event, it is probabLe that an outfLow
of resources wiLL be required to settLe the
obLigation and a reLiabLe estimate can be
made of the amount of the obligation. If
the effect of the time value of money is
materiaL, provisions are discounted using
a current pre-tax rate that refLects, when
appropriate, the risks specific to the LiabiLity.

When discounting is used, the increase in
the provision due to the passage of time is
recognised as a finance costs.

Contingent LiabiLities are discLosed when
there is a possibLe obLigation arising from
past events, the existence of which wiLL be
confirmed only by the occurrence or non¬
occurrence of one or more uncertain future
events not whoLLy within the controL of
the Company or a present obLigation that
arises from past events where it is either
not probabLe that an outfLow of resources
wiLL be required to settLe the obLigation or
a reLiabLe estimate of the amount cannot
be made. Contingent assets are neither
recognised nor discLosed in the StandaLone
FinanciaL Statements.

2.19 Recent pronouncements

Ministry of Corporate Affairs ("MCA") notifies
new standards or amendments to the
existing standards under Companies (Indian
Accounting Standards) RuLes as issued from
time to time. During the year ended March
31, 2025, MCA has notified Ind AS - 117
Insurance Contracts and amendments to
Ind AS 116 - Leases, reLating to saLe and
Leaseback transactions, appLicabLe to the
Company w.e.f. ApriL 1, 2024. The Company
has reviewed the new pronouncements and
based on its evaLuation has determined that
it does not have any significant impact in its
financiaL statements.

Note :

i) Investment in these entities is not denominated in number of shares as per Laws of country of
incorporation i.e. The People's Republic of China and Vietnam.

ii) The number of shares held in Tech Mahindra De Mexico, S.DE R.L.DE C.V. comprise 1 share (March
31, 2024- 1) each of Peso 2,999 and Peso 1; fuLLy paid up of Series A (fixed capital) and 1 share
(March 31, 2024 - 1) of Peso 12,931,770 fuLLy paid up of Series B.

iii) The number of shares held in Sofgen Holdings Limited comprise 13,739,910 Ordinary shares
(March 31, 2024 - 13,739,910) and 27,062 shares of Class A (March 31, 2024 - 27,062).

iv) The number of shares held in Tech Mahindra Fintech Holdings Limited comprise Qass A 62,500
Ordinary shares (March 31, 2024 - 62500) and Class B 62,500 Ordinary shares (March 31, 2024
- 62500)

v) As per the Scheme of merger of the earstwhiLe Mahindra Satyam Computer Services Limited
with the Company with effect from June 24, 2013, the Company had created TML Benefit Trust
(Trust). As per the Scheme, the Company transferred, out of its total holding in Satyam as on
April 1, 2011; 204 MiLLion equity shares to the Trust, to hold the shares and any additions thereto
exclusively for the benefit of the Company. Post-merger with the Company these shares were
converted into Tech Mahindra Limited's shares in the ratio of 2: 17. As of date, post bonus and split
approved by the shareholders from time to time by the Company; the Trust holds 94,235,629
(March 2024: 94,235,629) shares of the Company.

vi) The investment in equity shares which are not held for trading have been measured at fair value
through other comprehensive income. Accordingly, no dividends have been recognised on these
investments unless disclosed otherwise.

vii) Amounts less than ' 0.5 MiUion are reported as "0"

i) Each equity share entitl.es the hoLder to one vote and carries an equal, right to dividend.

ii) Refer Note 53 for detaiLs reLating to stock options. 20,100,000 shares has been reserved under
empLoyee stock option scheme.

iii) On April 27, 2023 the Board of Directors of the Company had proposed a finaL dividend of ' 32 per
share in respect of year ended March 31, 2023 and sharehoLders at the AnnuaL GeneraL Meeting
heLd on JuLy 27, 2023 approved the dividend. The company has paid the dividend amounting to
' 31,192 MiLLion.

The Company has paid an interim dividend of ' 12 per share amounting to ' 11,710 MiLLion
in the month of November 2023. On ApriL 25, 2024 the Board of Directors of the Company
have proposed a finaL dividend of ' 28 per share in respect of year ended March 31, 2024 and
sharehoLders at the AnnuaL GeneraL Meeting heLd on JuLy 26, 2024 approved the dividend .The
company has paid the dividend amounting to ' 27,388 MiLLion in the month of August 2024.

The Board of directors of the Company have paid interim dividend of ' 15 per share amounting to
' 14,677 MiLLion in the month of November 2024.

On April. 24, 2025 the Board of Directors of the Company have proposed a final, dividend of ' 30
per share in respect of year ended March 31, 2025 subject to the approval, of shareholders at the
AnnuaL GeneraL Meeting. If approved, the dividend wouLd resuLt in cash outfLow of ' 29,370 MiLLion.

iv) During the year ended March 31,2020, the Company bought back 20,585,000 equity shares for
an aggregate amount of ' 19,556 MiLLion. The equity shares bought back were extinguished.

v) The Company manages its capitaL to ensure that it wiLL be abLe to continue as a going concern whiLe
maximizing the return to stakeholders through the optimisation of the equity baLance. The Company
is not subject to any externaLLy imposed capitaL requirements. The Company's risk management
committee reviews the capitaL structure of the Company on an ongoing basis. As part of this review,
the committee considers the cost of capitaL and the risks associated with capitaL.

31 COMMITMENTS AND CONTINGENCIES

31.1 Capital Commitments

The estimated amount of contracts remaining to be executed on capital, account (net of capital,
advances) as at March 31, 2025 is ' 1,309 MiLLion (March 31, 2024: ' 1,454 MiLLion).

31.2 Details of investments and purchase commitments

Contractual obligation outstanding pursuant to acquisition of business as at March 31, 2025 is
' 505 MiUion (March 31, 2024 is ' 392 MiUion).

31.3 Guarantees and letters of comfort

i. Guarantees outstanding as at March 31, 2025: ' 22,894 MiUion (March 31, 2024: ' 14,904
MiUion).

ii. Letters of support/letters of comfort of USD 15 MiUion, ' 1,311 MiUion (March 31, 2024:
USD 42 MiUion ' 3,505 MiUion) to banks for loans availed by step down subsidiaries of the
Company.

31.4 Contingent Liability for Taxation matters

Contingent Liabilities in respect of Income Taxes/ Service Tax/ GST/ Value Added Tax/Customs
and International tax to the extent not provided for

Abbreviations:

TechM Tech Mahindra Limited

ErstwhiLe MSat Satyam Computer Services Limited

31.4.1 Footnotes to the Schedule above

Petition before Hon'ble High Court of Judicature at Hyderabad:

Erstwhile Satyam had filed various petitions before Central Board of Direct Taxes (CBDT)
requesting for stay of demands aggregating to ' 6,170 MiLLion for the financial years 2002¬
2003 to 2007-2008 tiLL the correct quantification of income and taxes payable is done for
the respective years. In March 2011, the CBDT rejected the petition and erstwhile Satyam
filed a Special Leave Petition before the Hon'ble Supreme Court which directed erstwhile
Satyam to file a comprehensive petition/ representation before CBDT and to submit a Bank
Guarantee (BG) for ' 6,170 MiUion which was compiled by erstwhile Satyam. The BG has
been extended up to May 14, 2025.

The Assessing Officer served an Order dated January 30, 2012, for provisional attachment
of properties under Section 281B of the Income-tax Act, 1961 attaching certain immovable
assets of erstwhile Satyam. Erstwhile Satyam filed a writ petition in the Hon'ble High Court
of Andhra Pradesh that has granted a stay on the provisional attachment order.

The Company filed various Writs Petitions before the Andhra Pradesh High Court [now
before the High Court for the State of TeLangana (hereinafter referred to as 'TeLangana
High Court') ] seeking the Hon'bLe TeLangana High Court's intervention to decLare the
assessments done under the Act as void and to permit ErstwhiLe Satyam to fiLe correct
returns based on revised financiaL reports prepared. The Writ petitions aLso sought other
remedies reLated to the correct assessment of income after aLLowing ErstwhiLe Satyam to
consider permissibLe deductions and foreign tax credits.

The comprehensive hearings commenced at the end of year 2023 before the TeLangana High
Court and the hearing was compLeted during the month of February 2024. The TeLangana
High Court has passed its Order dated January 31, 2025 which aLLowed the Writ petitions
fiLed by the Company.

The TeLangana High Court has directed the Company to fiLe fresh returns for Assessment
Years 2002-03 to 2008-09 . The TeLangana High Court has directed CBDT/Income tax
department to re-quantify / re-compute the income of the Company by conducting a fresh
and proper assessment for the Assessment Years 2002-03 to 2008-09 based upon the
revised financiaL statements of the Company by excLuding the fictitious saLes and fictitious
interest income refLected in the books of accounts and aLLowing permissibLe deductions and
foreign tax credit.

Consequent to favorabLe Order passed by the TeLangana High Court in respect of the Writ
petitions fiLed by the Company, the Company has written to the jurisdictionaL assessing
officer for canceLLation of BG as weLL as the provisionaL attachment Order attaching the
properties of the Company as the said demands stand quashed at this stage, which is
pending disposaL with jurisdictionaL assessing officer. In compLiance with the directions of the
TeLangana High Court, the Company has aLso fiLed fresh return of income for Assessment
Years 2002-03 to 2008-09 before March 31, 2025.

31.5 Other Claims on the Company not acknowledged as debts.

i. CLaims against erstwhiLe Satyam not acknowledged as debt: ' 544 MiLLion (March 31, 2024
' 1,524 MiLLion).

ii. Claims made on the Company not acknowledged as debt: ' 3,580 MiUion (March 31, 2024
' 420 MiUion).

Note: Post merger of Satyam Computer Services Limited ("Satyam"), there is a delay in
transfer of titLe deeds of the Lease hoLd Land in the name of the Company due to which a
cLaim of INR 3,304 miLLion raised on the Company by the Lessor. At this stage there is a LeveL
of uncertainty invoLved in the matter and it is not possibLe to reLiabLy estimate any LiabiLity.

iii. The Company has received an order passed under section 7A of EmpLoyees Provident Fund
& MisceLLaneous Provisions Act, 1952 ("the Act") for the period March 2013 to ApriL 2014
from EmpLoyees Provident Fund Organization (EPFO) cLaiming provident fund contribution
amounting to ' 2,448 miLLion for empLoyees deputed to non-SSA (Countries with which India
does not have SociaL Security Agreement) countries.

The Company has assessed that it has Legitimate grounds for appeaL and has contested the
order by fiLing an appeaL which is pending before CentraL Government IndustriaL TribunaL.
The Company has aLso submitted a bank guarantee of ' 500 miLLion towards this order.

In addition, the Company has received a notice based on inquiry under section 7A of the
Act for the period May 2014 to March 2016 indicating a cLaim of ' 5,668 MiLLion on (a)
empLoyees deputed to non - SSA countries and (b) certain aLLowances paid to empLoyees.

The Company has assessed the components to be incLuded in basic saLary for the purpose
of contribution towards Provident Fund and based on LegaL advice beLieves that there wouLd
be no additionaL LiabiLity on the Company.

iv Other contingencies ' 407 MiLLion (March 31, 2024'407 MiLLion).

In addition, the company is a party to Litigation/cLaims in the ordinary course of its business.
None of these are expected to have a significant impact on the company and its operations.

The Company does not have any benami Property, where any proceedings has been initiated or
pending against the company for hoLding any Benami Property under the Benami Transactions
(Prohibition) Act, 1988.

32 A. The Code on Social Security, 2020 ('Code') relating to employee benefits received the
PresidentiaL assent in September 2020. 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.

B. The Organisation for Economic Co-operation and Development (OECD) has pubLished the
modeL ruLes for gLobaL minimum tax (PiLLar Two modeL ruLes). PiLLar Two Legislation has been
enacted, or substantiveLy enacted, in certain jurisdictions where the Company operates.
The Company is within the scope of the OECD PiLLar Two modeL ruLes and has evaLuated
the potentiaL exposure to gLobaL minimum tax. The Company does not expect any materiaL
financiaL impact for the current period. The evaLuation of the potentiaL exposure is based on
the most recent country-by-country reporting, and financiaL statements for the constituent
entities in the Company.

35 MERGER/AMALGAMATION OF ENTITIES

The National. Company Law Tribunal, at Mumbai Bench have vide order dated December 19, 2024
sanctioned Scheme of Merger by Absorption ('the Scheme of Merger') of Perigord Premedia (India)
Private Limited (PPIPL), Perigord Data Solutions (India) Private Limited (PDSIPL), Tech Mahindra
Cerium Private Limited (Cerium) and Thirdware Solution Limited (Thirdware) (Subsidiaries of Tech
Mahindra Limited) with appointed date as April. 1, 2024 with the Company. In accordance with the
requirements of para 9(iii) of appendix C of Ind AS 103, the financial, statements of the Company
in respect of previous year has been restated. Increase / (Decrease) in previous year numbers are
as below:

Notes:

1. The financial, information in the financial, statements in respect of March 31, 2024 is restated
as if the business combination had occurred from the beginning of the preceding period in
the financial, statements, irrespective of the actual, date of the combination. Accordingly,
business combinations is accounted with effect from ApriL 1, 2023.

2. The Company has recorded the asset and liabilities of the Merged Undertakings PPIPL,
PDSIPL, Cerium and Thirdware vested in it pursuant to this Scheme at the respective book
values appearing in the books of the Merged Undertakings.

3. The value of investment in PPIPL (' 133 MiUion), PDSIPL (' 101 MiUion), Cerium (' 3,693
MiUion) and Thirdware (' 3,080 MiUion) in the books of the Company have been canceUed.

4. No adjustments are made to reflect fair values or recognise any new assets or liabilities.

5. The related disclosures have also been updated in these financial statements.

6. GoodwiU as appearing in the consolidated financial statements with respect to PPIPL,
PDSIPL, Cerium and Thirdware, amounting to ' 2,701 MiUion has been recorded in the
standalone financial statements as on March 31, 2024.

The Company has investments in subsidiaries and associates. These investments are accounted
for at cost Less impairment. Management assesses the operations of these entities, incLuding the
future projections, to identify indications of diminution, other than temporary, in the value of the
investments.

In case where impairment triggers are identified, the recoverable amount of the investment
is estimated in order to determine the extent of the impairment Loss. An impairment Loss is
recognized if the investment's carrying amount exceeds the greater of its fair value less costs to
seLL and value in use.

The performance in few of the subsidiaries and the relevant economic and market indicators have
led the Company to reassess recoverable amount in the subsidiaries listed below, as at March 31,
2025.

At 31 March 2025, the recoverable amount of these investments was ' 1,198 MiLLion.

The recoverabLe amount determined was Lower than the carrying vaLue of the respective
investment. Accordingly, the Company has recognized an impairment Loss of ' 1,644 MiUion for
the year ended March 31, 2025 (March 31, 2024'2,931 MiLLion).

The recoverable amount of beLow investments was based on higher of fair vaLue and its vaLue
in use. VaLue in use is determined by discounting the future cash fLows to be generated from
the investment. The carrying amount of the investment was determined to be higher than its
recoverable amount of ' 2,842 MiLLion and an impairment Loss of ' 1,644 MiLLion during the year
ended March 31, 2025 (March 31, 2024'2,931 MiLLion) was recognised.

Estimates of future cash fLows used in the vaLue-in-use caLcuLation are specific to the entity based
on business pLans. The future cash fLows consider potentiaL risks given the current economic
environment and key assumptions, such as voLume forecasts and margins. The discount rate used
in the caLcuLation refLects market's assessment of the risks specific to the asset as weLL as time
vaLue of money.

* On internal assessment of these entities Company observed a decline in its economic performance, alongside a
reduction in operational efficiency, profit margins and negative networth. Consequently, it was determined that the
carrying value of the investment exceeded its recoverable amount, leading to the recognition of an impairment loss
amounting to ' 165 Million for the period ending March 31, 2025.

# Share application money, pending allotment

37 A. Certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile
Satyam) :

In the letter dated January 7, 2009 Mr. B. Ramalinga Raju, the then Chairman of erstwhile
Satyam, stated that the Balance Sheet of erstwhile Satyam as at December 31, 2008
carried inflated cash and bank balances, non-existent accrued interest, an understated
liability and an overstated debtor's position. Consequently, various regulators/investigating
agencies such as the Serious Fraud Investigation Office ('SFIO')/Registrar of Companies
('ROC'), Directorate of Enforcement ('ED'), Central Bureau of Investigation ('CBI') had
initiated investigations on various matters and conducted inspections and issued notices
calling for information including from certain subsidiaries which have been responded to.

In 2009, SFIO initiated two proceedings against erstwhile Satyam for violations of
Companies Act, 1956, which were compounded.

Further, ED issued show-cause notices for certain non-compliances of provisions of the
Foreign Exchange Management Act, 1999 ('FEMA') and the Foreign Exchange Management
(Realization, Repatriation and Surrender of Foreign Exchange) Regulations, 2000 by the
erstwhile Satyam. These pertained to

a) alleged non-repatriation of American Depository Receipts ('ADR') proceeds
aggregating to USD 39.2 Million; and

b) non-realization and repatriation of export proceeds to the extent of foreign exchange
equivalent to ' 506 Million for invoices raised during the period from July 1997 to
December 31, 2002.

These have been responded to by the erstwhile Satyam/the Company, the Company has
not received any further communication in this regard and with the passage of time, the
Company does not expect any further proceedings in this regard.

As per the assessment of the Management, based on the forensic investigation and the
information available, all identified/required adjustments/disclosures arising from the
identified financial irregularities, were made in the financial statements of erstwhile Satyam
as at March 31, 2009. Considerable time has elapsed after the initiation of investigation
by various regulators/agencies and no new information has come to the Management's
notice which requires adjustments to the financial statements. Further, as per above, the
investigations have been completed and no new claims have been received which need any
further evaluation/adjustment/disclosure in the books of account.

B. 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 of the alleged advances aggregating to ' 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, Sundaraja (Court), of which one petition has been converted into
suit and balance 36 petitions are at various stages of pauperism/suit admission.

The Hon'ble High Court of Andhra Pradesh 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. aUeged 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 the names of the said 37 companies 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 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.
The matter is pending final adjudication.

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.

Further, petition was filed by the 37 companies for winding-up of the erstwhile Satyam with
the Hon'ble High Court of Andhra Pradesh which was subsequently rejected. One of the
aforesaid companies also filed an appeal against the said order with the Division Bench of
the Hon'ble High Court of Andhra Pradesh.

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 aUeged advances until further instructions.

In view of the aforesaid and based on an independent legal opinion, current legal status and
lack of documentation to support the validity of the claim, the Management believes that
the claim by the 37 companies for repayment of the aUeged advances, including interest
thereon wiU not be payable on final adjudication. As endorsed by the Hon'ble High Court in
the scheme of merger, the said amount of ' 12,304 MiUion has been disclosed as "Amounts
pending investigation suspense account (net)" ("Suspense Account (net)"), which override
the relevant requirement of Conceptual Framework for Financial Reporting under Indian
Accounting Standards (Ind AS). Accordingly, the amounts of these aUeged advances are
disclosed separately from equity and liability of the Company in the books of account.

38 DISPUTE WITH VENTURE GLOBAL ENGINEERING LLC

Pursuant to a Joint Venture Agreement in 1999, the erstwhile Satyam and Venture Global
Engineering LLC ('VGE') incorporated Satyam Venture Engineering Services Private Limited
('SVES') in India with an objective to provide engineering services to the automotive industry.

On March 20, 2003, numerous corporate affiliates of VGE filed for bankruptcy and consequently
the erstwhile Satyam, exercised its option under the Shareholders Agreement (the 'SHA'), to
purchase VGE's shares in SVES. The erstwhile Satyam's action, disputed by VGE, was upheld in
arbitration by the London Court of International Arbitration vide its award in April 2006 (the
'Award'). VGE disputed the Award in the Courts in Michigan, USA.

The Courts in Michigan, USA, confirmed and directed enforcement of the Award. They aLso
rejected VGE's chaUenge of the Award. In 2008, the District Court of Michigan further held VGE
in contempt for its failure to honor the Award and inter-aUa directed VGE to dismiss the nominees
of VGE on its Board and replace them with individuals nominated by the erstwhile Satyam. This
Order was also confirmed by the Sixth Circuit Court of Appeals in 2009. Consequently, erstwhile
Satyam's nominees were appointed on the Board of SVES and SVES confirmed their appointment
at its Board meeting held on September 26, 2008. The erstwhile Satyam was legaUy advised that
SVES became its subsidiary with effect from that date.

In the meantime, while proceedings were pending in the USA, VGE filed a suit in April 2006,
before the District Court of sundered in India for setting aside the Award. The City Civil Court,
vide its judgment in January 2012, has set aside the Award, against which the erstwhile Satyam
preferred an appeal (Company Appeal) before the Hon'ble High Court.

VGE also filed a suit before the City Civil Court, Secunderabad inter alia seeking a direction to the
Company to pay sales commission that it was entitled to under the Shareholders Agreement. In the
said suit, two ex-parte Orders were issued directing the Company and Satyam to maintain status
quo with regard to transfer of 50% shares of VGE and with regard to taking major decisions which
are prejudicial to the interests of VGE. The said suit filed by VGE is stiU pending before the Civil
Court. The Company has chaUenged the ex-parte Orders of the City Civil Court Secunderabad
before the Hon'ble High Court (SVES Appeal).

The Hon'ble High Court of Andhra Pradesh consolidated aU the Company appeals and by a
common Order dated August 23, 2013 set aside the Order of the City Civil Court, Hyderabad
setting aside the award and also the ex-parte Orders of the City Civil Court, Secunderabad. The
Hon'bLe High Court as an interim measure ordered status quo with regard to transfer of shares.
VGE has filed special leave petition against the said Order Before Supreme Court of India, which
is currently pending. The Supreme Court by an interim Order dated October 21, 2013 extended
the Hon'ble High Court Order of status-quo on the transfer of shares. The Company has also
filed a Special Leave Petition ('SLP') before the Supreme Court of India challenging the judgment
of the Hon'ble High Court only on the limited issue as to whether the Civil Court has jurisdiction
to entertain VGE's chaUenge to the Award. The said Petitions are pending before the Supreme
Court. The Hon'ble Bench of Supreme Court, in view of the difference of opinion by an order dated
November 1, 2017 has directed the registry to place the SLP's before the Chief Justice of India
for appropriate further course of action.

In December 2010, VGE and the sole shareholder of VGE (the Trust, and together with VGE, the
PLaintiffs), fiLed a compLaint against the erstwhiLe Satyam in the United States District Court for
the Eastern District of Michigan (District Court) inter alia asserting claims under the Racketeer
Influenced and Corrupt Organization Act, 1962 (RICO), fraudulent concealment and seeking
monetary and exempLary damages (the CompLaint). The District Court vide its order in March
2012 has dismissed the Plaintiffs Complaint. The District Court also rejected VGE's petition to
amend the complaint. In September 2013, VGE's appeal against the order of the District Court
has been aUowed by the US Court of Appeals for the Sixth Circuit. The matter is currently before
the District Court and the Company has fiLed a petition before District Court seeking dismissaL
of the PLaintiff's CompLaint. The said petition is pending before the District Court. On March
31, 2015, the US District Court stayed the matter pending hearing and decision by the Indian
Supreme Court in the Special Leave Petitions filed by VGE and the Company.

a. The Company has assessed the fair valuation of its investment property by an accredited external,

independent valuers registered under Companies (Registered Valuer and Valuation) RuLes, 2017

In the view of management, fair valuation of investment properties carried out on March 31, 2025
by the independent valuer holds good and management estimates no material change in the fair
valuation of said investment property as on March 31, 2025. Fair value of balance investment
property as on March 31, 2025 are as foUows:

The Company has not revalued its Property, Plant and Equipment (including Right' of use assets)
or intangible assets during the current or previous year.

The fair value measurement has been categorized as a level 2 fair value based on inputs to the
valuation technique used. The valuation technique used for land is based on prevailing market
rates and other assets has been determined on replacement cost.

b. Other income includes gain on sale of property of INR 4,502 MiUion which comprises of freehold
land and its related buildings along with the furniture & fixtures sold for a consideration of INR
5,350 MiUion, receivable over a period of 4 years along with 8.2% p.a. interest.

The Rental Income from investment property for the year is ' 142 MiUion (March 31, 2024'262
MiUion)was included in other income. The Direct Operating expenses to earn the income is not
ascertainable.

The Company has no restrictions on the realisabRity of its investment property. There are no
contractual obligations to purchase, construct or develop investment property as at the year end.

40 FOREIGN CURRENCY RECEIVABLES

In respect of overdue foreign currency receivables for the period's upto March 31, 2009 pertaining
to erstwhile Satyam, the Company is taking steps under the provisions of FEMA, for recovery
and/or permissions to write-offs as appropriate. The Management has fuUy provided for these
receivables.

41 Segment information has been presented in the Consolidated Financial Statements in accordance
with Indian Accounting Standard Ind AS 108, Operating Segments as notified under the Companies
(Indian Accounting Standard) Rules, 2015.

43 DETAILS OF EMPLOYEE BENEFITS AS REQUIRED BY THE IND AS-19 - EMPLOYEE
BENEFITS ARE AS UNDER:

i. Defined Contribution Plans

The Company makes contributions to Provident Fund, Superannuation Fund and National.
Pension Scheme which are defined contribution pLans for qualifying employees. Under
these Schemes, the Company contributes a specified percentage of the payroU costs to
the respective funds.

The Company has recognized as an expense in the Statement of Profit and Loss the
foUowing:

' 278 MiUion (March 31, 2024: ' 229 MiUion) for National Pension Scheme contributions.

' 1,102 MiUion (March 31, 2024: ' 952 MiUion) for Superannuation Fund contributions; and
' 6,558 MiUion (March 31, 2024: ' 6,142 MiUion) for Provident Fund contributions

ii. Defined Benefit Plan

In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the
Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan is
partiaUy funded.

The foUowing table sets out the Changes in Defined Benefit Obligation ('DBO') and Trust
Fund plan assets recognized in the Balance Sheet are as under:

*As part of regular review of its customer portfolio & verticals, company had reassessed the customers
(groups) which are into multiple businesses and have aligned vertical which is closer to the actual nature of
services or majority of services being offered. In line with that, have aligned previous year comparative as well.

No single customer represents 10% or more of the Company's total revenue during the
year ended March 31, 2025 and March 31, 2024.

ii. Remaining performance obligations

The remaining performance obligations disclosure provides the aggregate amount of
the transaction price yet to be recognized as of the end of the reporting period and an
explanation as to when the Company expects to recognize these amounts in revenue.
While disclosing the aggregate amount of transaction price yet to be recognized as revenue
towards unsatisfied (or partially satisfied) performance obligations, along with the broad
time band for the expected time to recognise those revenues, the Company has applied the
practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate
transaction price allocated to unsatisfied (or partially satisfied) performance obligations
which pertain to contracts where revenue recognised corresponds to the value transferred
to customer typically involving time and materials, volume/unit based contracts. Remaining
performance obligation estimates are subject to change and are affected by several factors,
including terminations, changes in scope of contracts, periodic revalidations, adjustments
for revenue that has not materialized and adjustments for currency.

Based on the contract value agreed and committed with customers, the aggregate value
of performance obligations that are completely or partially unsatisfied as of March 31,
2025'399,235 Million. Out of this, the Company expects to recognise revenue of around
66% within the next one year and the remaining thereafter. This includes contracts that
can be terminated for convenience without a substantive penalty since, based on current
assessments the occurrence of the same is expected to be remote.

Credit Risk

Credit risk is the risk of financial. Loss arising from counterparty faiLure to repay or service debt
according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk
of default and the risk of deterioration of creditworthiness as weU as concentration of risk. Credit
risk is controUed by analysing credit limits and creditworthiness of customers on a continuous
basis to whom the credit has been granted after obtaining necessary approvals for credit.

Financial instruments that are subject to concentration of credit risk principally consist of trade
receivables, investments, loans, cash and cash equivalents, other balances with banks and other
financial assets. None of the financial instruments of the Company result in material concentration
of credit risk.

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits
with banks and financial institutions with high credit ratings assigned by international and
domestic credit rating agencies. Investments primarily include investment in liquid mutual fund
units, unquoted bonds issued by private organizations with high credit ratings.

The gross carrying amount of a financial, asset is written off where the Group has no reasonable
expectations of recovering a financial asset in its entirety or a portion thereof. The Group expects
no significant recovery from the amount written off. However, financial assets that are written
off could still be subject to enforcement activities in order to comply with Group's procedures for
recovery of amounts due.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk was ' 149,436 Million and ' 146,882 Million as of March 31, 2025
and March 31, 2024 respectively, being the total of the carrying amount of trade receivables,
investments, cash and cash equivalents, other balance with banks, loans and other financial
assets.

In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks
provided by the Company. The Company's maximum exposure in this respect is the maximum
amount the Company would have to pay if the guarantee is called on.

Trade receivables

Ind AS requires expected credit losses to be measured through a loss allowance. The Company
assesses at each Balance Sheet date whether a financial asset or a group of financial assets is
impaired.

The Company has used a practical expedient by computing the expected credit loss allowance
for trade receivables based on a provision matrix. The provision matrix takes into account
historical credit loss experience and adjusted for forward-looking information. The Company's
exposure to customers is diversified and no single customer contributes to more than 10% of
outstanding accounts receivable and unbilled revenue as of March 31, 2025 and March 31, 2024.
The concentration of credit risk is limited due to the fact that the customer base is large.

The expected credit loss allowance is based on the ageing of trade and other receivables and the
rates in the provision matrix. Movement in the expected credit loss allowance is as follows:

a) Foreign currency exchange rate risk

The fluctuation in foreign currency exchange rates may have potential impact on the
statement of profit or loss and other comprehensive income and equity, where any
transaction references more than one currency or where assets / liabilities are denominated
in a currency other than the functional currency of the respective entities. Considering the
countries and economic environment in which the Company operates, its operations are
subject to risks arising from fluctuations in exchange rates in those countries. The risks
primarily relate to fluctuations in US Dollar, Euro, Great Britain Pound, Australian Dollar and
Canadian Dollar against the respective functional currency of the Company. The Company,
as per its risk management policy, uses derivative instruments primarily to hedge foreign
exchange currency risk.

The Company evaluates the impact of foreign exchange rate fluctuations by assessing its
exposure to exchange rate risks. It hedges a part of these risks by using derivative financial
instruments in line with its risk management policies.

The foreign exchange rate sensitivity is calculated by aggregation of the net foreign
exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the
currencies by 1% against the respective functional currency of the Company.

Further the exposure as indicated below is mitigated by some of the derivative contracts
entered into by the Company as disclosed in note below.

The carrying amounts of the Company's foreign currency denominated monetary assets
and monetary liabilities at the end of the year are as follows:

50 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

i. List of Related Parties as of March 31, 2025

Promoter having significant influence and its related parties:

Mahindra & Mahindra Limited*

Direct / Indirect Subsidiaries

Tech Mahindra (Americas) Inc. and its foLLowing subsidiaries:

• Citisoft Inc

• Saffronic Inc

• Netops AI Inc. (Dissolved w.e.f. September 30, 2024)

• Mad*pow Media Solutions LLC (100% Subsidiary effective from November 11, 2022
and Merged with Born Group Inc effective November 1, 2023)

• Born Group Inc (Merged with its parent company (Tech Mahindra (Americas) Inc.))
effective from ApriL 1, 2024)

• TM Born Group CR Socieded de ResponsabRidad Limitada (Merged with
AUyis Technology Solutions Sociedad de ResponsabRidad Limitada w.e.f
December 1 , 2024)

• We Make Websites Inc (Merged with Born Group Inc. w.e.f. September 1, 2023)

• The CJS soLutions Group LLC

• HeaLthcare CLinicaL Informatics Limited

• HCI Group AustraLia Pty Ltd

• CJS Solutions Group (India) Private Limited (Earlier known as Digitalops Technology
Private Ltd)(Ownership changed w.e.f June 9, 2023 and Name changed effective
September 4, 2023)

• Zen3 Infosolutions (America) Inc. (Merged with Tech Mahindra (Americas) Inc. w.e.f.
October 1, 2024.)

• Tech Mahindra Credit Solutions Inc. (Merged with Tech Mahindra (Americas) Inc. w.e.f.
October 1, 2023)

• Tech Mahindra Consulting Group Inc.

• Digital OnUs Inc. and its foUowing Subsidiaries

• Tech Mahindra Mexico Cloud Services,S.DE R.L.DE C.V

• Healthnxt Inc (Merged with Tech Mahindra (Americas) Inc. w.e.f July 1, 2024)

• Eventus Solutions Group, LLC (Merged with Tech Mahindra (Americas) Inc. w.e.f.
January 1, 2025)

• Brainscale Inc (Merged with Parent company (Tech Mahindra (Americas) Inc.) w.e.f.
JuLy 1, 2023)

• Activus Connect LLC

• Activus Connect PR LLC

• AUyis Inc.

• AUyis Technology Solutions Sociedad de ResponabRidad Limitada

• AUyis Technologies S.R.L

• Tech Mahindra AUyis S.R.L. (Incorporated on October 22, 2024)

• Tech Mahindra Cerium Systems Inc. (Merged with Tech Mahindra (Americas) Inc w.e.f.
February 20,2025).

• Tech Mahindra Network Services International Inc. and its foUowing subsidiaries:

• Lightbridge Communications corporation LLC (Liquidated w.e.f. January 19, 2025)

• LCC Middle East FZ-LLC

b. For other investments and loans refer note 8 and 12.

53 EMPLOYEE STOCK OPTION SCHEME
i. ESOP 2014 & ESOP 2018:

The Company has instituted 'Employee Stock Option PLan 2014' (ESOP 2014) and 'Employee
Stock Option PLan 2018' (ESOP 2018) for eLigibLe empLoyees and Directors of the Company
and its subsidiaries. In terms of the said pLan, the Nomination and Remuneration Committee has
granted options to the empLoyees of the Company and its subsidiaries. The maximum exercise
period is 5 years from the date of grant for ESOP 2014 and ESOP 2018.

The maximum number of shares under ESOP 2014 and ESOP 2018 shaLL not exceed 16,000,000
and 5,000,000 respectiveLy.

ii. TML ESOP - B 2013:

ErstwhiLe Satyam has established a scheme 'Associate Stock Option PLan - B' (ASOP - B)
under which 28,925,610 options were available for grant/exercise at the time the Scheme of
Amalgamation became effective. Post-merger, these options were adjusted in terms of the
approved Scheme of Amalgamation. Each option entitles the holder one equity share of the
Company. These options vest over a period of 1 to 4 years from the date of the grant. Upon
vesting, employees have 5 years to exercise the options. Post-merger, the name of the ESOP
scheme has been changed to 'TML ESOP B 2013'.

iii. TML- RSU:

The erstwhile Satyam has established a scheme 'Associate Stock Option Plan - Restricted Stock
Units (ASOP - RSUs)' to be administered by the Administrator of the ASOP - RSUs, a committee
appointed by the Board of Directors of the erstwhile Satyam in May 2000. Under the scheme,
1,529,412 equity shares (equivalent number of equity shares post-merger) are reserved to be
issued to eligible associates at a price to be determined by the Administrator which shaU not be
less than the face value of the share. These RSUs vest over a period of 1 to 4 years from the date
of the grant. The maximum time available to exercise the options upon vesting is five years from
the date of each vesting. Post-merger, the name of the ESOP scheme has been changed to TML
RSU.

vii. The employee stock compensation cost for the Employee Stock Option PLan 2018, ESOP 2014
and TML-RSU schemes has been computed by reference to the fair value of share options granted
and amortized over each vesting period. For the year ended March 31, 2025, the Company has
accounted for employee stock compensation cost (equity settled) amounting to ' 609 MiUion
(March 31, 2024: ' 668 MiUion). This amount is net of cost of options granted to employees of
subsidiaries.

For the options exercised during the year, the weighted average share price for ESOP-2014 -
' 1,416.74, ESOP-2018 - ' 1,422.93 (March 31, 2024, ESOP-2014 - ' 1,195.07, ESOP-2018 -
' 1,190.23 & TML-RSU - ' 1,050.57).

iii. The Company has not received any fund from any person(s) or entities, including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the
Company shaLL: (a) directly or indirectly Lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

iv. The foUowing table summarizes the transactions with the companies struck off under section
248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 for the year ended / as
at March 31, 2025:

Amounts Less than ' 0.5 Million are reported as "0“

v. The Company does not have any transaction which is not recorded in the books of account that
has been surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income
Tax Act, 1961.

vi. The Company has complied with the number of layers for its holding in downstream companies
prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies
(Restriction on number of Layers) Rules, 2017.

vii. The Company has not traded or invested in Crypto currency or Virtual Currency during the
financial year.

viii. The Company does not have any charges or satisfaction which is yet to be registered with ROC
beyond the statutory period.

ix. The Company has been sanctioned working capital limits in excess of five crore rupees, in
aggregate, from banks or financial institutions on the basis of security of current assets. The
quarterly returns or statements filed by the Company with such banks or financial institutions
are in agreement with the books of account of the Company

x. The Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions,
2016) has four CICs as part of the Group.

For B S R & Co. LLP For Tech Mahindra Limited

Chartered Accountants

Firm Registration No.101248W/W-100022 Anand G. Mahindra Mohit Joshi Anish Shah

Chairman Managing Director & CEO Director

(DiN:00004695) (DiN:08339247) (DiN:02719429)

New York, USA Mumbai, India Mumbai, India

Venkataramanan Vlshwanath Puneet Renjhen Haigreve Khaitan Mukti Khaire

Partner Director Director Director

Membership No. 113156 (DiN:09498488) (DiN:00005290) (DiN:08356551)

Mumbai, India Mumbai, India Mumbai, India

Neelam Dhawan Tarun Bajaj Shikha Sharma

Director Director Director

(DiN.00871445) (DiN:02026219) (DIN.00043265)

Mumbai, India Mumbai, India Mumbai, India

Penelope Fowler Rohit Anand Ruchie Khanna

Director Chief Financial Officer Company Secretary

(DIN-.09591815) Mumbai, India Membership No.: ACS24922

Mumbai, India Mumbai, India Mumbai, India

Date: April 24, 2025 Date: April 24, 2025