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TECH MAHINDRA LTD.

06 July 2026 | 03:55

Industry >> IT Consulting & Software

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ISIN No INE669C01036 BSE Code / NSE Code 532755 / TECHM Book Value (Rs.) 302.66 Face Value 5.00
Bookclosure 03/07/2026 52Week High 1854 EPS 49.09 P/E 28.65
Market Cap. 137845.15 Cr. 52Week Low 1304 P/BV / Div Yield (%) 4.65 / 3.63 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2026-03 

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, Vietnam and USA.

ii) The number of shares held in Tech Mahindra De Mexico, S.DE R.L.DE C.V. comprise 1 share (March 31, 2025- 1) each of Peso 2,999 and Peso 1; fuUy paid up of Series A (fixed capital) and 1 share (March 31, 2025 - 1) of Peso 12,931,770 fuUy paid up of Series B.

iii) The number of shares held in Sofgen Holdings Limited comprise 13,739,910 Ordinary shares (March 31, 2025 - 13,739,910) and 27,062 shares of Class A (March 31, 2025 - 27,062).

iv) The number of shares held in Tech Mahindra Fintech Holdings Limited comprise Class A1 62,500 Ordinary shares (March 31, 2025 - 62,500) and Class A2 62,500 Ordinary shares (March 31, 2025 - 62,500).

v) As per the Scheme of merger of the erstwhiLe 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 MiUion 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 2025: 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.

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

ii) Refer Note 52 for detaiLs reLating to stock options.

iii) 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 MiUion 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 MiUion 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 and shareholders at the Annual General Meeting held on July 16, 2025 approved the dividend. The company has paid the dividend amounting to ' 29,377 MiUion in the month of July 2025.

Board of directors of the Company have paid interim dividend of ' 15 per share amounting to ' 14,695 MiUion in the month of November 2025.

On April 22, 2026 the Board of Directors of the Company have proposed a final dividend of ' 36 per share in respect of year ended March 31, 2026 subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in cash outflow of ' 35,274 MiUion.

iv) 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 externaUy 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.

Note i: Expenditure on Corporate Social Responsibility

a. Gross amount required to be spent by the Company during the year is ' 796 MiLLion (previous year ' 954 MiUion) (calculated at 2% of the average net profits of the Company during the three immediately preceding financial years).

31 Commitments and Contingencies31.1 Capital Commitments

The estimated amount of contracts remaining to be executed on capital, account (net of capital, advances) as at March 31, 2026 is ' 1,750 MiLLion (March 31, 2025: ' 1,309 MiLLion).

31.2 Details of investments and purchase commitments

Contractual obligation outstanding pursuant to acquisition of business as at March 31, 2026 is ' Nil (March 31, 2025 is ' 505 MiLLion).

31.3 Guarantees and letters of comfort

i. Guarantees outstanding as at March 31, 2026: ' 19,849 MiUion (March 31, 2025: ' 22,894 MiUion).

ii. Letters of support/Letters of comfort of USD 6.23 MiUion, ' 591 MiUion (March 31, 2025: USD 15 MiUion ' 1,311 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

' in Million

Particulars

As at

March 31, 2026

March 31, 2025

Matters relating to Income Tax*

13,343

13,125

Matters relating to Service Tax*

14,930

15,267

Matters relating to VAT/CST/Entry Tax/Custom Duty/Stamp Duty/GST*

2,346

2,905

Matters relating to International Tax*#

1,279

203

‘excluding consequential interest and penalty, if any

#Order received on account of Corporate tax, withoLding tax and VAT

31.5 Other Claims on the Company not acknowledged as debts

i. CLaims against erstwhiLe Satyam not acknowledged as debt: ' 65 MiLLion (March 31, 2025 ' 544 MiLLion).

ii. Claims made on the Company not acknowledged as debt: ' 5,553 MiUion (March 31, 2025 ' 3,580 MiUion).

Note: Post merger of Satyam Computer Services Limited ("Satyam"), there is a delay in transfer of titLe deeds of the LeasehoLd Land in the name of the Company due to which a cLaim of ' 3,525 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.

Pursuant to 7A enquiry conducted by RegionaL Provident Fund Commissioner (RPFC) , the Company has received an order dated December 17, 2025 from the RPFC directing remittance of INR 12,874 miLLion, (comprising INR 5,668 miLLion towards PF contributions and INR 7,207 miLLion towards interest), in respect of empLoyees deputed to non SSA countries (countries with which India do not have SociaL Security Agreement) and certain aLLowances paid to domestic empLoyees. The Company has contested this order by fiLing a writ petition before the Bombay High Court.

The Company has examined the above orders and based on consuLtation with externaL LegaL counseL and its LegaL assessment, beLieves that it has Legitimate grounds and a strong case to defend its position.

The Company does not expect any materiaL financiaL impact arising from the said orders.

iv Other contingencies ' NiL MiLLion (March 31, 2025'407 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.

32 In the Business Process Services (BPS) business at overseas branch Location, certain ex-empLoyees are suspected to have undertaken unauthorized and fraudulent transactions amounting to INR 123 miUion. There is no material financial impact of this incident on the Company. The Company has taken necessary legal and remedial actions in the matter and has recorded it as expenses (net of recoveries).

35 A. Diminution in value of Investments in Subsidiaries

The Company has investments in subsidiaries. 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 its recoverable value which is greater of fair value less costs to seLL and value in use.

Management has assessed the subsidiaries' performance, current financial position and future business plans, together with changes in economic and market conditions, leading the Company to reassess the recoverable amount of these investments as at March 31, 2026. Accordingly, impairment indicators were evaluated based on the current operating profile of the subsidiaries. Since, the recoverable amount determined was lower than the carrying value of the respective investment, the Company has recognized an impairment Loss of ' 5,750 MiLLion for the year ended March 31, 2026 (March 31, 2025'1,809 MiLLion).

The recoverabLe amount of these investments was determined based on vaLue in use, estimated using discounted cash fLow projections. The resuLting fair vaLue measurement was categorised as a LeveL 3 fair vaLue due to the use of unobservabLe inputs in the vaLuation technique appLied.

The key assumptions used in estimating the recoverable amount are set out beLow. The vaLues assigned to these assumptions represent management's assessment of future trends in the reLevant industry and are based on historicaL data derived from both externaL and internaL sources.

The discount rate appLied was a pre-tax rate, estimated using the historical industry average weighted average cost of capitaL.

The cash fLow projections covered a specific forecast period of five years, foLLowed by a terminaL vaLue caLcuLated using a terminaL growth rate. The terminaL growth rate was determined based on management's estimate of Long-term industry growth and is consistent with the assumptions that a market participant wouLd appLy.

Budgeted EBITDA was based on management's expectations of future operating performance, taking into account past experience and adjusted for anticipated revenue growth.

A Following the recognition of the impairment loss for the respective investments, the recoverable amount was equal to the carrying amount. Accordingly, any adverse change in key assumptions could result in a further impairment.

# Based on the assessment of indicators of impairment and an evaluation of the recoverable amounts of the respective investments, the management concluded that the recoverable amount of these investments is nil. Accordingly, the entire carrying amount of the investments has been fully impaired, and an impairment loss equivalent to the carrying value has been recognised in the Statement of Profit and Loss for the year ended March 31, 2026 and March 31, 2025.

AA In determining the recoverable amount of the investment, management has considered the financial position of the subsidiary, whose assets substantially consist of cash and bank balances. Given the absence of significant operations and future cash-generating activities, the recoverable amount has been determined with reference to the net worth, which approximates the fair value less costs of disposal of the investment. @ Share application money, pending allotment

B. Good will

Goodwill is allocated to identified cash generating units ("CGUs") representing the lowest level within the Group at which synergies arising from business combinations are monitored for internal management purposes and which is not higher than an operating segment.

As goodwill at a standalone entity level does not independently generate cash inflows, but contributes to cash flows only in combination with other assets of the Group (the Company and its subsidiaries constitute "the Group"), impairment testing is performed at the level of the higher CGU to which the goodwill is allocated rather than at the standalone entity level.

The carrying amount was computed by allocating the net assets to CGUs for the purpose of impairment testing. The recoverable amount is computed based on vaLue-in-use method using a forecast period of 5 years. The value-in-use of respective CGU is based on the future cash flows using a discount rate range of 15.6% - 18.1% and terminal growth rate range of 2.3% to 2.5% for periods subsequent to the forecast period of 5 years.

Budgeted operating margins take into account past experience and adjusted for volume of revenue for the next 5 years.

In respect of above, no impairment was identified as of March 31, 2025 as the recoverable value of the CGUs exceeded the carrying value. An analysis of the sensitivity to a change in the key parameters did not identify any probable scenarios where the CGU's recoverable amount would faU below its carrying amounts.

36 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) aUeged non-repatriation of American Depository Receipts ('ADR') proceeds aggregating to USD 39.2 MiUion; and

b) non-realization and repatriation of export proceeds to the extent of foreign exchange equivalent to ' 506 MiUion 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, Secunderabad (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. aLLeged advances, by the former Management of the erstwhiLe Satyam, the new Management of the erstwhiLe Satyam is justified in not crediting the amounts received in 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 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 aLLeged 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 aLLeged advances, including interest thereon wiLL 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 MiLLion 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 aLLeged advances are discLosed separateLy from equity and LiabiLity of the Company in the books of account.

37 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 chaLLenge of the Award. In 2008, the District Court of Michigan further heLd VGE in contempt for its faiLure to honor the Award and inter-aLia 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 LegaLLy 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 Secunderabad 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 stiLL pending before the CiviL Court. The Company has chaLLenged 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 aLL 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 challenge 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.

38 Details of the investment property and its fair value

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.

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 ' Nil (March 31, 2025'4,502 MiUion) which comprises of freehold land and its related buildings along with the furniture & fixtures sold for a consideration of ' Nil (March 31, 2025'5,350 MiUion) receivable over a period of 4 years from the period ending March 31, 2025 along with 8.2% p.a. interest.

The Rental Income from investment property for the year is ' 64 MiUion (March 31, 2025'142 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.

39 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.

40 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.

42 Employee Benefitsi. Defined Contribution Plans

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

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

• ' 343 Million (March 31, 2025: ' 278 MiUion) for National Pension Scheme contributions.

• ' 1,324 Million (March 31, 2025: ' 1,102 MiUion) for Superannuation Fund contributions; and

• ' 7,166 Million (March 31, 2025: ' 6,558 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 sensitivity analysis above has been determined based on reasonably possibLe changes of the respective assumptions occurring at the end of the reporting period, whiLe hoLding aLL other assumptions constant.

iii. On November 21, 2025, the Government of India notified the four Labour Codes - the Code on

Wages, 2019, the Industrial Relations Code, 2020, the Code on SociaL Security, 2020 and the Occupational Safety, HeaLth and Working Conditions Code, 2020 - consolidating 29 existing Labour Laws, coLLectiveLy referred to as the 'New Labour Codes'. The Company has assessed and discLosed the incremental impact of these changes, taking into consideration the best information avaiLabLe read with the FAQs reLeased by Ministry of Labour & Employment and Institute of Chartered Accountants of India. The Company has considered restructured compensation of its employees with effect from ApriL 1, 2026, and assessed the impact of the changes, consistent with the Labour Codes, draft ruLes and FAQs. Considering the materiality and reguLatory driven, non-recurring nature of this impact, the Company has presented incremental impact of ' 2,452 MiLLion reLated to EmpLoyee Benefit Obligations under "Exceptional item" in the standaLone financial statement for the year ended March 31, 2026. The Company continues to monitor developments on the ruLes to be notified by reguLatory authorities, including clarifications/ additional guidance from authorities and wiLL continue to assess the accounting implications basis such developments/ guidance.

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, 2026'748,475 Million. Out of this, the Company expects to recognise revenue of around 59% 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.

47 Financial Risk Management Framework

The Company's Board of Directors have an overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions.

Fair value Hierarchy:

The following tabLe summarizes financial, assets and Liabilities measured at fair vaLue on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosure are required):

The different levels have been defined as foUows:

Level-1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities at net market value.

Level-2 - Inputs other than quoted prices included within level-1 that are observable for asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level- 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

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 receivabl.es, 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 ' 169,878 MiLLion and ' 149,436 MiLLion as of March 31, 2026 and March 31, 2025 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 aUowance 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, 2026 and March 31, 2025. The concentration of credit risk is Limited due to the fact that the customer base is Large.

Market risk is the risk that the fair vaLue or future cash flows of a financial, instrument wiLL fluctuate because of changes in market prices. Such changes in the vaLues of financiaL instruments may resuLt from changes in the foreign currency exchange rates, interest rates, credit, Liquidity and other market changes. The Company's exposure to market risk is primariLy on account of foreign currency exchange currency risk.

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.

Foreign Exchange Contracts

The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit risk and Liquidity risk which may impact the fair vaLue of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential effects on the financial performance of the Company.

The Company enters into foreign Exchange Forward Contracts to offset the foreign currency risk arising from the amounts denominated in currencies other than the Indian Rupee. The counter party to the Company's foreign currency Forward Contracts is generaUy a bank, with high ratings. These contracts are entered into to hedge the foreign currency risks of certain forecasted cash flows. These contracts are for a period upto 2 years.

The foUowing are the principal amounts of outstanding foreign currency exchange forward contracts entered into by the Company which have been designated as Cash FLow Hedges:

Liquidity risk refers to the risk that the Company cannot meet its financial, obligations. The objective of Liquidity risk management is to maintain sufficient Liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Organisation for Economic Co-operation and Development (OECD) has issued the modeL ruLes for the global minimum tax under PiUar Two. Under this framework, the Company has consolidated revenues exceeding the prescribed threshold. While PiUar Two legislation has not been enacted or substantively enacted in India, where the Company is incorporated, it has been enacted or substantively enacted in certain other jurisdictions in which the Company operates. Based on the Company's current assessment, which considers the most recent country-by-country reporting and financial statements of its constituent entities, the Company does not expect the application of the PiUar Two rules to have a material financial impact for the year ended March 31, 2026. In accordance with the amendments to Ind AS 12, the Company has applied the mandatory exception from recognising deferred tax assets and liabilities arising from PiUar Two income taxes.

52 Employee Stock Option Schemei. 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. PSP 2025:

On JuLy 17, 2025 pursuant to approval, by the shareholders in the AnnuaL GeneraL Meeting, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under Tech Mahindra Performance Share Plan 2025 (PSP 2025). The maximum number of shares under the PSP 2025 Plan shaU not exceed 7,500,000 equity shares. To implement the PSP 2025 Plan company has setup trust which shaU administer the plan.

The empLoyee stock compensation cost for the Employee Stock Option PLan ESOP 2014, ESOP 2018 and PSP 2025 schemes has been computed by reference to the fair value of share options granted and amortised over each vesting period. For the year ended March 31, 2026, the Company has accounted for employee stock compensation cost (equity settled) amounting to ' 781 MiUion (March 31, 2025: ' 609 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 -' 1,482.57, ESOP-2018 - ' 1,462.46 (March 31, 2025, ESOP-2014 -' 1,416.74, ESOP-2018 -' 1,422.93).

Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historicaL experience and generaL option holder behaviour.

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, 2026:

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.

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 five CICs as part of the Group.