The directors are pleased to present the thirty-ninth integrated
annual. Report of the company along with the audited financial statements for the
financial year ended march 31, 2026.
Financial summary
|
|
|
|
(rs. In million) |
| Particulars |
Standalone financials |
Consolidated financials |
|
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
| Income |
495,076 |
459,502 |
568,473 |
538,437 |
| Profit before interest, depreciation,
exceptional item and tax |
65,434 |
55,910 |
90,645 |
78,278 |
| Less: interest |
(2,615) |
(2,386) |
(3,374) |
(3,217) |
| Less: depreciation |
(8,732) |
(8,552) |
(18,816) |
(18,529) |
| Less: exceptional items |
(2,452) |
- |
(2,724) |
- |
| Profit before tax |
51,635 |
44,972 |
65,731 |
56,532 |
| Less: provision for taxation |
(13,043) |
(9,911) |
(17,676) |
(14,002) |
| Profit after tax |
38,592 |
35,061 |
48,055 |
42,530 |
| Add: other comprehensive income/(loss) |
(2,466) |
(590) |
13,936 |
2,461 |
| Balance brought forward from previous year |
188,996 |
196,351 |
231,051 |
227,681 |
| Profits available for appropriation |
227,783 |
231,393 |
279,420 |
270,176 |
| Equity dividends* |
(44,072) |
(42,065) |
(40,255) |
(38,418) |
* dividends paid during the financial year 2025-26 viz. Final dividend
fy2025 and interim dividend fy2026.
Operational highlights and financial overview
Over the course of the financial year 2025-26, the technology landscape
continued to evolve rapidly, shaped by heightened macroeconomic uncertainty, shifting
investment priorities, and accelerated advancement in ai. Enterprises responded by
sharpening their focus on transformation programs that deliver measurable outcomes while
prioritizing resilience, cost efficiency, and modernisation of core technology estates.
A significant shift has emerged in how organisations approach ai. What
was earlier confined to experimentation has now translated into enterprise-wide adoption,
with ai becoming embedded across business processes, platforms, and customer experiences.
The emergence of agentic ai and next-generation models is beginning to influence
enterprise roadmaps, with organisations adopting a pragmatic approach that balances
selective ai investments with the continued need to modernise legacy environments.
In this environment, the company has deepened its role as a strategic
partner by anchoring its approach around execution certainty and outcome-led delivery. Our
"ai delivered right" strategy reflects our ability to support clients in
simultaneously modernising existing systems and building new ai-native capabilities,
leveraging deep engineering expertise and platform-led innovation. This requires not only
advanced ai capabilities, but also a strong understanding of existing technology
landscapes of our clients and the ability to bridge legacy and emerging architectures.
Our efforts are reflected in growing deal momentum, including large,
multi-year transformation engagements focused on ai-led efficiency, digital resilience,
and modernisation. Increasing engagement with client partners, along with industry-highest
nps scores, further underscores the company's transition toward being a long-term,
strategic transformation partner.
With a dear focus on scaling ai-led capabilities, deepening client
relationships, and driving measurable business outcomes, the company is well positioned to
support enterprises in navigating this phase of technology-led reinvention and sustained
value creation.
Consolidated financial performance
For the financial year 2025-26, the company reported revenue from
operations of ' 568,154 mn, representing a 7.2% growth over the previous year. Operating
profit for the financial year under review, rose to ' 71,525 mn, up by 39.2% from ' 51,382
mn in the previous year. The resultant ebit margin for the financial year 2025-26 stood at
12.6%, an expansion of 290 basis points over the previous year.
The growth in consolidated revenues for financial year 2025-26 was
primarily driven by strong performance in the manufacturing and bfsi verticals, with
additional momentum from the retail, travel, and logistics segment. This growth was
supported by deeper engagements within existing accounts, along with the successful
ramp-up and scaling of new client wins during the financial year.
The company also recorded strong deal momentum, securing total deal
wins of usd 3.79 billion in financial year 2025-26, reflecting a 42% year-on-year
increase. The company closed large and strategic deals and continued to diversify its
revenue mix across key markets, industries, and service lines.
Against a backdrop of a challenging and evolving macroeconomic
environment, marked by geopolitical uncertainties, and shifting client priorities, the
company continued to demonstrate resilience through disciplined execution and focused
transformation initiatives. Financial year 2025-26 marked the successful completion of the
stabilisation phase of the company's three- year transformation journey, with clear
progress across operational, financial, and organizational priorities. A key contributor
to this progress was the continued execution of project fortius, which drove operational
rigor through disciplined cost management, improved utilisation, optimised delivery
structures, and enhanced billing realisation. Alongside this, the company maintained a
strong focus on driving revenue through a solution-led approach, deeper client mining, and
a sustained focus on large deals.
The company also successfully achieved its strategic objectives for the
year, including the integration of portfolio companies and targeted investments across
genai and consulting. These investments were complemented by a strong emphasis on our
workforce, including large-scale upskilling in ai, digital engineering, and next-
generation technologies to align talent capabilities with evolving client demand. With a
continued focus on high-growth service lines, prioritised markets, and disciplined capital
allocation, the company is well positioned to accelerate its progress towards financial
year 2026-27 profitability targets and deliver sustained longterm value for its
stakeholders.
Standalone financial performance
On a standalone basis, the company reported revenue from operations of
' 489,270 mn for financial year 2025-26, delivering a growth of 9.7% over the previous
year. The net profit after tax grew by 10.1% to ' 38,592 mn compared to ' 35,061 mn in the
previous year.
Earnings per share (eps)
On a consolidated basis, the basic eps of the company stood at ' 54.28
for the financial year ended march 31, 2026 as against ' 48.00 for previous year and the
diluted eps stood at ' 54.19 as against ' 47.91 in the previous year.
A detailed analysis of the performance, consolidated as well as
standalone, is included in the management discussion and analysis report, which forms part
of the integrated annual report.
Financial liquidity
The consolidated cash and cash equivalents as on march 31, 2026, stood
at ' 50,461 mn vis-a-vis ' 43,185 mn in the previous year. The company maintains a robust
working capital management framework, supported by well-defined processes that enable
continuous monitoring and effective control of receivables and other key working capital
parameters.
Accounting method
The audited consolidated and standalone financial statements of the
company comply with the requirements of section 129 of the companies act, 2013 ("the
act") and are prepared in accordance with the indian accounting standards ("ind
as") as notified under section 133 of the act read with the companies (accounts)
rules, 2014 and other
Applicable provisions of the act and the securities and exchange board
of india (listing obligations and disclosure requirements) regulations, 2015 ("the
sebi listing regulations").
The annual audited consolidated and standalone financial statements of
the company are prepared on a going-concern basis.
Audit and publication of financials
The company's consolidated and standalone financial results are subject
to audit on a quarterly basis. The audited consolidated and standalone financial results
are uploaded on the websites of the stock exchanges, where equity shares of the company
are listed and on the website of the company which can be accessed at the weblinks:
• https://www.techmahindra.com/investors/
• https://www.nseindia.com/
• https://www.bseindia.com/
Change in the nature of the business
There have been no changes in the nature of the business and operations
of the company during the financial year under review.
Dividend distribution policy
Pursuant to the provisions of regulation 43a of the sebi listing
regulations, the company has formulated a dividend distribution policy, which inter-alia,
sets out the parameters and circumstances to be considered by the board of directors
("board") while determining the distribution of dividends to its shareholders.
The policy provides for a minimum payout ratio of 85% or more of free
cash flow generated over five years, in form of dividends and/or buyback. The payout is
determined based on available financial resources and investment requirements, reflecting
the company's commitment to delivering value and ensuring optimal returns to shareholders.
The dividend distribution policy of the company is enclosed as annexure
i to this report and can also be accessed on the website of the company at the weblink
https://insights.techmahindra.com/ investors/tml.-dividend-distribution-pol.icy.pdf
Dividend dividend payouts
The board remains committed to providing sustainable dividend payouts
through established dividend policy with the objective of rewarding members, retaining
capital for growth and ensuring fairness and consistency in distributing profits to
members.
During the financial year 2025-26, the company has paid out ' 44,072 mn
as dividends to its shareholders, in the following manner:
| Particulars |
Final dividend for fy 2024-25 |
Interim dividend for fy 2025-26 |
| Dividend per equity share |
' 30 per share (600% of face value of ' 5
each) |
' 15 per share (300% of face value of ' 5
each) |
| Total Dividend Payout |
' 29,377 mn |
' 14,695 mn |
| Record Date |
July 4, 2025 |
October 21, 2025 |
| Payment Date |
July 31, 2025 |
November 6, 2025 |
The aforesaid dividends were paid by the company within prescribed
timelines, through permissible modes via electronic transfer and warrants/ cheques/demand
drafts for cases where bank account details were inadequate or electronic transmission had
failed.
Final dividend recommended for fy 2025-26
Considering the financial performance and cashflows of the company for
the financial year 2025-26, the board is pleased to recommend a final dividend of ' 36/-
per equity share of ' 5/- each fully-paid (i.e. 720% on face value) for the financial year
2025-26.
The final dividend has been recommended in line with the dividend
distribution policy and will be paid out of the profits for the financial year 2025-26.
The total dividend for the financial year 202526 (interim and final
dividend, if approved) will be ' 51/- per share (i.e. 1020% on face value) against the
dividend of ' 45/- per share (i.e. 900% on face value) paid for the financial year
2024-25.
Interim dividend for fy 2025-26
Rs. 15/- per equity share (300%)
Proposed final dividend for fy 2025-26
Rs. 36/- per equity share (720%)
Total dividend for fy 2025-26
Rs. 51/- per equity share (1020%)
Record date and book closure date
The final. Dividend for financial, year 2025-26 will be subject to
approval of members at the ensuing annual general meeting ("agm") and payable to
those shareholders whose names appear in the register of members/list of beneficial owners
as on the record date i.e., friday, july 3, 2026.
The share transfer books of the company will remain closed for the
purpose of reckoning entitlement of the proposed final dividend from wednesday, july 1,
2026 to friday, july 3, 2026 (both days inclusive).
The final dividend for financial year 2025-26, if approved shall be
paid after deducting applicable withholding taxes in india.
Transfer to reserves
The board has decided not to transfer any amount from profit & loss
account to the general reserve for the financial year 2025-26.
Credit rating
| Agency |
Instrument |
Rating |
| Care Ratings Limited |
Long-term and credit facilities (fund and
nonfund based) of the company |
Aaa with Stable outlook |
|
Short-term credit facilities (fund and
non-fund based) of the company |
A1+ |
During the financial year under review, care ratings limited
re-affirmed and retained the aforesaid credit rating. The re-affirmed credit rating
reflects the company's strong financial profile characterised by a high degree of safety
regarding timely servicing of its financial obligations. The liquidity position of the
company is strong, supported by its cash & bank balance and liquid investments of '
45,031 mn as on march 31, 2026.
The company does not have any debt instrument or any fixed deposit
programme or any scheme involving mobilization of funds, in india or abroad.
Material changes and commitments affecting financial position between
the end of the financial year and the date of the report
No material changes and commitments which affect the financial position
of the company have occurred between the end of the financial year to which the financial
statements relate and the date of this report.
Merger
As part of its growth strategy, the company is actively pursuing
integration and rationalisation of its portfolio companies with an objective of enhancing
business synergies, optimizing operational costs and reducing the compliance- related
risks.
In view of the above, the board at its meeting held on april 24, 2025
subject to the requisite approvals/consents, approved the scheme of merger by absorption
of its wholly-owned subsidiaries viz. Tech mahindra enterprise services limited (formerly
known as tech mahindra defence technologies limited ), zen3 infosolutions private limited
and begig private limited ("transferor companies") with the company.
The application for merger by absorption was filed with the hon'ble
national company law tribunal ("nclt"), mumbai bench on december 19, 2025 and
has been admitted by the nclt on february 12, 2026.
Subsidiaries, associates and joint ventures of the company
During the financial year under review, 9 subsidiaries ceased as part
of rationalization process and 8 new subsidiaries were incorporated
In view of expansion of business operations of the company.
As on march 31, 2026, the company has 141 subsidiaries, 8 associate
companies and 2 joint ventures. All the portfolio subsidiary companies of the company are
fully integrated into sales organisation, operating under one unified team for seamless
service offerings to clients.
A report on the highlights of the performance and financial position of
each of the company's subsidiaries, associate and joint venture companies is included in
the consolidated financial statements and the salient features of their financial
statements and contributions to the overall performance of the company as required under
section 129(3) of the act read with the rules framed thereunder, is provided in form
aoc-1 in annexure ii to this report.
Pursuant to rule 8(5)(iv) of the companies (accounts) rules, 2014, the
names of the companies which have been incorporated or ceased to be the subsidiaries, or
associate companies during the financial year under review are provided in annexure
iii.
There was no material change in the nature of the business of the
subsidiaries or associates of the company during the financial year 2025-26.
The company also publishes annual financials of its subsidiaries in
compliance with section 136 of the act on its website. Copy of the subsidiary financials
can be accessed at the weblink: https://www.techmahindra.com/investors/annual-
reports-filings/.
Material subsidiary
In terms of the criteria laid down in the company's policy for
determining material subsidiaries and the sebi listing regulations, tech mahindra
(americas) inc. Is a material subsidiary of the company. Further, the company has no
material unlisted indian subsidiary as on march 31, 2026.
Investor relations
During the financial year 2025-26, the company continued to strengthen
its engagement with domestic and global investors, analysts, and institutional funds,
maintaining a consistent and transparent communication framework. The management regularly
interacted with the Investor community through one-on-one and group meetings, non-deal
roadshows, participation in global and domestic investor conferences, and the annual
general meeting ("agm"). Following the announcement of quarterly financial
results, the company also hosts quarterly earnings conference calls/meets with analysts
and investors to discuss performance, business developments, and update on the strategic
roadmap. In addition to its regular investor interactions, the company hosts an annual
analyst day, which offers a comprehensive overview of the company's long-term strategy,
business outlook, key growth drivers and capital allocation priorities, and includes
detailed presentations on business performance, market trends and strategic initiatives.
It also serves as a forum for analysts and institutional investors to interact directly
with the senior management team and gain deeper insights into the company's strategic
direction and execution roadmap.
During the financial year 2025-26, the company continued to update
investors on key milestones, business transformation initiatives, and productivity-led
improvements across the portfolio. The managing director & ceo, chief financial
officer, and senior management personnel of the company remained actively involved in
communicating the company's strategic direction and addressing queries.
Reaffirming its commitment to transparency and equitable dissemination
of information, all relevant disclosures including schedules of interactions, investor
presentations, outcomes of interactions, transcripts and recordings of the interactions
are made available on the company's website in the dedicated investor section at the
weblink: https://www.techmahindra.com/investors/ and on the websites of the stock
exchanges where its equity shares are listed. No unpublished price sensitive information
was discussed / shared during the investor interactions.
All disclosures are retained on the company's website for a minimum of
five years, thereafter preserved as per the company's archival policy.
Silent period
The company, voluntarily as a good governance practice, observes a
'silent/quiet period' prior to the announcement of its quarterly and annual financial
results to safeguard unpublished price sensitive information ("upsi") and avoid
unintended leakage thereof. The silent period
Begins 7 days before the end of each quarter and concludes when the
financial, results are published to the stock exchanges. During this period, no
interactions including meetings, attending investor conferences, and responding to
inquiries, are held with investors, analysts, funds or media houses to ensure protection
of the company's upsi.
Quality
The company continues its focus on quality and strives to consistently
exceed customer expectations. During the financial year under review, the company further
strengthened the implementation of its quality systems through the following initiatives:
0 successfully underwent the cmmi v3.0 benchmark appraisal for
both development and services and was appraised at cmmi maturity level 5, the
highest maturity level, for both areas.
0 completed various upgrade and surveiuance audits across multiple
standards to meet evolving client requirements and enhance value delivery.
0 successfully completed the annual audit for as9100 rev d (aerospace
quality management standard), with the scope of certification limited to the aerospace
business within the company.
0 successfully underwent annual audits and continued certifications
for:
• iso 9001:2015 - quality management system
• iso 20000-1:2018 - information
Technology service management system
• iso 27001:2022 - information security management system
• iso 27701:2019 - privacy information management system
• tl 9000 r6.3/r5.7 - quality
Management system for the telecommunications industry •
• iso 27018:2019 - protection of
Personal data in cloud environments
• iso 27017:2015 - security controls for cloud services
In addition, the company's device testing laboratories continue to
maintain compliance with iso 17025:2017, the international standard for laboratory
quality management systems.
Additionally, the company remains committed to health, safety,
environmental sustainability, business resilience, and information security through
continuous improvement of its processes and frameworks.
Key certifications and initiatives include:
• iso 14001:2015 - environmental
Management system
• iso 45001:2018 - occupational health and safety
management system
• iso 22301:2019 - business continuity management system
The company has established a comprehensive business continuity and
disaster recovery (bcdr) framework to minimize the impact of potential disruptions and
ensure the timely restoration of services to agreed customer service levels in the event
of a disaster.
The company's strong information security posture is further supported
by:
• an automated service desk with defined service level
agreements (slas) to enable efficient business operations.
• a dedicated vulnerability assessment and penetration testing
(vapt) lab to help secure corporate network operations.
The company's it division has been assessed for the implementation of
high maturity business excellence practices at mahindra group (services sector). It has
been assessed at tmw maturity stage 7 (on scale of 1-10 stages) of mahindra business
excellence framework - the mahindra way (tmw). These certifications are testimony of the
robustness of business processes and at large, the quality culture imbibed in the
organization.
The company has institutionalised the delivery maturity index and early
warning system practices - to assess the compliance and effectiveness of process
implementation to achieve delivery excellence across the service delivery lifecycle. This
has enabled strengthening of the process
For transforming quality assurance processes & delivery methods to
adopt and strengthen delivery excellence, risk governance, further enhance automation to
enable quality delivery to the customer. Toll gate checks, transition gate checks process
and adoption during the entire lifecycle of service delivery has enabled to achieve
quality objectives.
Directors
Composition
The company recognises and embraces the importance of a diverse board
in its success. The confluence of directors on the board with different knowledge and
skills, perspective, industry experience, regional, cultural and geographical background
ensures that the company retains its competitive advantage.
As on march 31, 2026 and the date of this report, the board of the
company consists of ten (10) directors comprising of three (3) non-executive
non-independent directors, an executive director (managing director & ceo), and six
(6) independent directors, of whom four (4) are women independent directors. The chairman
of the board is a non- executive director.
During the financial year 2025-26, there was no change in the
composition of the board of directors. The details of composition of the board is given in
the corporate governance report, which forms part of this integrated annual report.
Director retiring by rotation
Pursuant to the provisions of section 152(6) of the act, dr. Anish shah
(din: 02719429), non-executive director, is liable to retire by rotation and being
eligible, has offered himself for re-appointment at the ensuing agm scheduled to be held
on july 17, 2026.
Declaration by independent directors
During the financial year 2025-26, all independent directors have
confirmed and declared that they meet the criteria of independence as laid down under
section 149(6) of the act and regulation 16(1)(b) of the sebi listing regulations. The
independent directors have also confirmed compliance with rules 6(1) and 6(2) of the
companies (appointment and qualification of directors) rules, 2014, with respect to their
name appearing in the data bank of independent directors maintained by the indian
institute of corporate affairs.
The board has also laid down a code of conduct for independent
directors pursuant to section 149(8) read with schedule iv of the act, which is a guide to
professional conduct for independent directors of the company. All independent directors
have affirmed compliance with the said code for the financial year 2025-26.
The board of directors has, at its meeting held on april 22, 2026,
undertaken due assessment of the veracity of the disclosures submitted by the independent
directors and are of the opinion that the independent directors of the company possess
relevant proficiency, expertise and experience and are independent of the management.
Lead independent director
Ms. Shikha sharma, independent director, is the lead independent
director of the company with effect from august 1, 2024. The roles and responsibilities of
the lead independent director are provided in the corporate governance report forming part
of this integrated annual report.
Board evaluation
Pursuant to the provisions of section 178 of the act and regulation 19
read with schedule ii, part d of the sebi listing regulations, the board has devised a
policy on evaluating the performance of the board of directors, the chairperson,
committees, and individual directors.
| Evaluator |
Evaluatee |
Process |
Parameters |
| • nrc • board • independent
directors |
• board as a whole • committees
• individual directors • chairman • md& ceo |
• internal assessment • online
portal • structured questionnaire |
• structure, composition & meeting
• performance & effectiveness • obligations, functions & governance
• quality, transparency and independence, etc. |
The annual performance evaluation is initiated by the chairperson of
nomination and remuneration committee ("nrc") by way of deployment of a
structured questionnaire through an online portal covering various aspects of the board's
and its committees functioning and effectiveness, individual members' contributions
including knowledge of business, contribution to discussion and strategy, concern for
stakeholders, quantity and timeliness of the information flow between the board members
and the management, composition and member participation, quality and transparency of
discussions, time devoted by the board to strategy, board culture, execution and
performance of specific duties, obligations and governance etc. Based on the criteria
approved by the nrc. The evaluators are also encouraged to provide qualitative feedback
and comments as part of the evaluation.
The detailed process and outcome of the performance evaluation is
provided in the corporate governance report forming part of this integrated annual report.
Directors & officers liability insurance
The company has in place the directors & officers liability
insurance (d&o) for au the directors (including independent directors) and officers of
the company in line with regulation 25(10) of the sebi listing regulations.
Succession planning
In accordance with the principles of transparency and consistency, the
company has adopted governance policies for appointments, remuneration and evaluation of
its board of directors, key managerial personnel & senior management ("governance
policies"). In line with these governance policies, the company has established a
formal succession planning program for directors, key managerial personnel and senior
management personnel across the organization. The nrc evaluates au such plans at a regular
interval and institutes a formal program for filling any such critical position. The board
evaluates both internal and external candidates for such positions along with the
recommendations of the management. The company also has a leadership development program
where it identifies high potential managers, and trains them to take up the positions of
higher responsibility.
Key managerial personnel
As on march 31, 2026 and the date of this report, the following persons
are designated as key managerial personnel ("kmp") of the company pursuant to
the provisions of section 2(51) and 203 of the act read with the companies (appointment
and remuneration of managerial personnel) rules, 2014:
1. Mr. Mohit joshi, managing director & ceo;
2. Mr. Rohit anand, chief financial. Officer; and
3. Ms. Ruchie khanna, company secretary and compliance officer
During the financial year 2025-26, there were no changes in the kmps of
the company. The company secretary functionally reports to the managing director &
ceo.
Board meeting and annual general meeting
A calendar of board meetings is prepared and circulated well in advance
to the directors.
During the financial year 2025-26, four board meetings were held on
april 23 and 24, 2025, july 16 and 17, 2025, october 13 and 14, 2025 and january 15 and
16, 2026. The maximum interval between any two meetings did not exceed 120 days in
compliance with the act and the sebi listing regulations.
The independent directors of the company meet on a quarterly basis,
without the presence of other directors or the management of the company.
Details on the company's board processes and meetings held during the
financial year under review including attendance of the directors thereat, is provided in
corporate governance report that forms part of this integrated annual report.
The 38th agm of the company was held on july 17, 2025
through video conferencing / other audio visual means in compliance with the circulars
issued by the ministry of corporate affairs ("mca") and sebi, in this regard.
All board members were present at the said agm.
Committees of the board
As on march 31, 2026 and the date of this report, the board has
constituted seven committees, namely, audit committee, nomination and remuneration
committee, stakeholders' relationship committee, risk management committee, corporate
social responsibility committee, investment committee and securities allotment committee.
The details of composition and changes therein, terms of reference of
each committee and the meetings held during the year are given in the
Corporate governance report, which forms part of this integrated annual
report. The composition of the committees is also uploaded on the website of the company
and can be accessed through the weblink: https://insights.techmahindra.com/
investors/tml-board-committees 0.pdf
Audit committee
As on march 31, 2026 and the date of this report, the audit committee
of the company comprises of four (4) non-executive directors, of which three (3) are
independent directors. All members of the audit committee including the chairman possess
strong accounting and financial management knowledge. The chairman of the committee is an
independent director.
Composition of audit committee
1. Mr. Tarun bajaj, independent director - chairman
2. Mr. Haigreve khaitan, independent director - member
3. Dr. Mukti khaire, independent director - member
4. Mr. Puneet renjhen, non-executive director - member
During the financial year 2025-26, there was no change in the
composition of audit committee.
All the recommendations of audit committee were accepted by the board.
Directors' responsibility statement
Pursuant to section 134(5) of the act, the directors, basis the
representations received from the management and after review thereof, confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
2. In the selection of the accounting policies, they have consulted the
statutory auditors and these have been applied consistently and, reasonable and prudent
judgments and estimates have been made so as to give a true and fair view of the state of
affairs of the company as at march 31, 2026 and of the profits of the company for the
financial year ended on that date;
3. Proper and sufficient care is taken for the maintenance of adequate
accounting records in accordance with the provisions of the act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
4. The annual, accounts have been prepared on a going concern basis;
5. They had laid down internal financial controls to be fouowed by the
company and that such internal financial controls are adequate and operating effectively;
6. Proper systems to ensure compliance with the provisions of all
applicable laws are in place and are adequate and operating effectively.
Details with respect to adequacy of internal
financial controls with reference to the financial statements
The company has in place internal financial controls commensurate with
the size, scale, and complexity of operations of the company. Regular audits and review
processes ensure that such systems are reinforced and further improvised on an ongoing
basis. These controls are adequate and operating effectively thus ensuring orderly and
efficient conduct of the business, including adherence to the company's policies,
safeguarding of assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of reliable financial
information.
During the financial year under review, the company engaged an external
independent consultant to review and assess the design and operating effectiveness of the
internal financial controls. The findings of the assessment indicated that there were no
material weaknesses in the effectiveness of the internal control systems, and no material
deficiencies were identified in their design or operation.
The company's internal financial controls were also assessed and
examined by the statutory auditors, who have provided an unmodified opinion regarding
their adequacy and operating effectiveness as of march 31, 2026. During the financial year
under review, neither the internal auditor nor the statutory auditors have issued any
letters indicating weaknesses in internal controls.
Significant and material orders passed by the
regulators / proceedings
There are no significant and material orders passed by the regulators
or courts or tribunal impacting the going concern status and the company's operations.
No application has been filed or is pending under the insolvency and
bankruptcy code, 2016, against the company, nor has the company done any one-time
settlement with any bank or financial institutions during the financial year 2025-26.
Auditors
Statutory auditors
The members had at the 35th agm held on july 26, 2022,
appointed b s r & co. Llp, chartered accountants, (icai firm's registration no.
101248w/w-100022) as the statutory auditors of the company, to hold office for a 2nd
term of five consecutive years from the conclusion of the 35th agm of the
company until the conclusion of the agm for the financial year 2026-27 on such
remuneration as may be determined by the board of directors. The statutory auditors have
confirmed that they continue to hold a valid peer review certificate as prescribed under
the sebi listing regulations.
The audit report on the standalone and consolidated financial
statements for financial year 2025-26, issued by the statutory auditors of the company,
forms part of this integrated annual report. There are no qualifications, reservations,
adverse remarks or disclaimers made by the statutory auditors in the said audit report.
All services rendered by the statutory auditors are pre-approved by the
audit committee. During the financial year under review, the statutory auditors have not
offered any prohibitory services to the company or subsidiary company of the company.
Details of fees/remuneration paid to statutory auditors and its network firms in india for
the financial year 2025-26 are provided in report on the corporate governance section of
this integrated annual report.
Secretarial auditor
Pursuant to the provisions of section 204 of the act and the companies
(appointment and
Remuneration of managerial personnel) rules, 2014 and regulation 24a of
the sebi listing regulations, the members had, at the 38th agm held on july 17,
2025, appointed m/s. Makarand m. Joshi & co., practicing company secretary
(certificate of practice: 3662), as secretarial auditor of the company for a term of five
consecutive years i.e. From financial year 2025-26 to financial year 2029-30. The
secretarial auditor has confirmed that they continue to hold a valid peer review
certificate as prescribed under the sebi listing regulations.
The secretarial audit report for financial year 2025-26 is annexed as annexure
iv to this report. The company has also undertaken an annual secretarial compliance
audit for the financial year 2025-26 for au applicable compliances as per the sebi listing
regulations and circulars / guidelines issued thereunder.
There are no observations, reservations, qualifications or adverse
remarks or disclaimers made by the secretarial auditor in the aforesaid reports.
The company does not have any material unlisted indian subsidiary and
hence the requirement of undertaking secretarial audit thereof is not applicable to the
company.
Internal audit
The company has in place an adequate internal audit framework to
monitor the efficacy of the internal controls with the objective of providing to the audit
committee, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the company's processes. The board has appointed mr. Sudeep chopra as the
internal auditor of the company with effect from september 1, 2021, who functionally
reports to the chairman of the audit committee. The internal audit function develops an
audit plan for the company, which inter-alia, covers core business operations as well as
support functions which is reviewed and approved by the audit committee on an annual
basis. The internal audit verifies compliance with the operational and system related
procedures and controls.
Significant internal audit observations are presented to the audit
committee, together with the status of the management actions and the progress of the
implementation of the recommendations on a quarterly basis.
Reporting of frauds by auditors
Pursuant to section 143(12) of the act and circular issued by national
financial reporting authority on statutory auditors' responsibilities in relation to fraud
in a company dated june 26, 2023, the statutory auditor reported 1 (one) instance of fraud
in form adt-4 in terms of sub-section (12) of section 143 of the act read with rules
framed thereunder, in the nature of misappropriation of funds amounting to ' 122.60 mn
involving ex-employees of the company, which was placed before the audit committee and the
board. There is no material financial impact of this incident on the company and necessary
legal and remedial actions have been taken by the company in the matter.
Except the above, neither the statutory auditors nor the secretarial
auditor have reported any instances of frauds committed in the company by its officers or
employees to the audit committee under section 143(12) of the act during the financial
year 2025-26.
Compliance monitoring system
The company has an internal global compliance monitoring system tool
viz. Gcms which provides system-driven alerts to the respective compliance owners for
complying with the applicable laws and regulations. Compliance reviews take place at
multiple levels, as follows:
• first line of defence: business and corporate functions ensure
the implementation of laws applicable at the primary level through checks and controls
embedded in their operational processes;
• compliance reporting tool: compliances are further mapped into
the compliance reporting tool and affirmed at regular frequencies by compliance owners to
generate compliance reports, which are submitted to the board on a quarterly basis;
• the compliance monitoring framework is periodically subject to
audits by internal auditors in accordance with the internal audit plan; and
• the secretarial audit process ascertains the adequacy of systems
and processes for compliance, commensurate with the size and operations of the company.
Cost records
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of section 148(1) of the act read with the companies (cost records
and audit) rules, 2014 is not applicable for the business activities of the company.
Compliance with secretarial standards
The company complies with the applicable secretarial standards i.e.
Ss-1 and ss-2, relating to 'meetings of the board of directors' and 'general meetings'
respectively, issued by the institute of company secretaries of india.
Annual return
Pursuant to the provisions of section 92(3) read with section 134(3)(a)
of the act and rules framed thereunder, the annual return in form mgt-7 is uploaded on the
website of the company and can be accessed at the weblink: https://www.techmahindra.com/investors/annual-
reports-filings/.
Policies
The details of the key policies adopted by the company, amendments
therein during the financial year 2025-26 and the weblink to access
These policies are mentioned at annexure v and
Forms part of this report.
Remuneration policy and criteria for determining qualifications,
positive attributes, independence of a director and other matters and appointment of
directors
The governance policies adopted and implemented by the board in
accordance with the applicable provisions of the act and the sebi listing regulations
includes:
I. Policy on the appointment and removal of directors, key managerial
personnel and senior management.
Ii. Policy on remuneration to the directors, key managerial personnel
and senior management and other employees.
The said policy, inter-alia, includes criteria for determining
qualifications, positive attributes, independence of directors, identification of persons
who are qualified to become directors, kmps and senior management personnel in
Accordance with the criteria laid down in the policy as under:
A) the board should have an appropriate mix of independent,
non-executive and executive directors to meet the criteria as set out in the act, and the
sebi listing regulations;
B) all board appointments will be based on merit, in the context of the
skills, experience, independence and knowledge, for the board as a whole to be effective;
C) ability of the candidates to devote sufficient time and attention to
his professional obligations as director for informed and balanced decision making;
D) adherence to the prescribed criteria of independence, if applicable,
code of conduct and highest level of corporate governance in letter and in spirit by the
directors;
E) general understanding of the business, education, professional
background, personal achievements, individual skills, expertise and competency, knowledge
of global business, financial management, strategy and planning, technology, governance,
professional ethics and integrity.
The policy is uploaded on website of the company and can be accessed
from the weblink: https://insights.techmahindra.com/investors/
governance-policies-including-remuneration-to- directors-kmps.pdf
Compliance with the maternity benefit act
During the financial year 2025-26, the company complied with the
provisions of the maternity benefit act, 1961 (as amended from time to time) and the
applicable maternity related provisions under the code on social security, 2020.
Policy on prevention of sexual harassment
The company has zero tolerance with respect to sexual harassment at
workplace. To this end, the company has adopted the prevention of sexual harassment
("posh") policy to provide a safe, secure and enabling environment, free from
sexual harassment. The policy is gender neutral and the framework ensures complete
anonymity and confidentiality. All employees (permanent,
Contractual, temporary, trainees) as defined under the posh act are
covered in this policy.
The company has set up an internal complaints ("ic")
committee in compliance with the women at workplace (prevention, prohibition &
redressal) act, 2013 ("posh act"), to redress complaints received regarding
sexual harassment.
The posh policy of the company is published in eight languages for
broader accessibility on the website of the company at the webbnk: https://
insights.techmahindra.com/investors/policy-on- prevention-of-sexual-harassment.pdf
The company conducts focused campaigns, awareness drives on the posh
policy. Furthermore, employees are required to undertake a mandatory certification on posh
to sensitize themselves and strengthen their awareness.
During the financial year 2025-26, mandatory trainings on posh were
conducted (online and/ or physical) with an improved and interactive approach. Training
was also imparted to ic committee members.
The status of complaints received under posh and redressed by the posh
committee of the company, during financial year 2025-26, are given below:
A) number of complaints received during the financial year 2025-26 - 82
B) number of complaints disposed off during the financial year 2025-26
- 81*
C) number of complaints pending for resolution for more than ninety
days - 0
‘includes 14 complaints received during the previous year and
redressed during the financial year under review.
Corporate governance
A report on corporate governance covering among others composition of
the board of directors, details of meetings of the board and committees along with a
certificate for compliance with the conditions of corporate governance in accordance with
the sebi listing regulations, issued by the secretarial auditors of the company, forms
part of this integrated annual report.
Management discussion and analysis report
A detailed analysis of the company's performance is discussed in the
management discussion and analysis report, which forms part of this integrated annual
report.
Risk management
The company has constituted a risk management committee
("rmc") of the board of directors. The rmc has adopted a weu-defined enterprise
risk management policy, as approved by the board. The enterprise risk management policy
works at various functions across the organisation and serves as a guideline to the
overall enterprise risk management approach ensuring periodic assessment, mitigation and
monitoring of business risks. It defines the risk universe, metrics for grading of risks,
various key roles and responsibilities of the rmc, chief risk officers and risk owners,
the responsible accountable consulted & informed (raci) matrix.
The rmc periodically reviews the enterprise risk register which is
presented by the chief risk officer. As part of the enterprise risk register, the company
identifies all potential risks viz. Economic, business, currency, operations, climate,
governance, finance, cyber, business continuity etc. And prepares a mitigation plan for
each of the risks. Mitigation plans are periodically reviewed and implemented to ensure
risks are within the defined appetite while protecting the organisation's reputation and
supporting its strategic objectives.
The elements of risk as identified by the company with the impact and
mitigation strategy are detailed in the enterprise risk section of the integrated annual
report and also in the management discussion and analysis report.
Vigil mechanism
The vigil mechanism as envisaged in the act read with the rules
prescribed thereunder, and the sebi listing regulations is implemented through the
company's whistle- blower policy. The whistle-blower policy is published in ten languages
on the website of the company for broader accessibility and can be accessed at the
weblink: htt ps://www.techmah indra.com/investo rs/.
The policy sets out ways through which the stakeholders can raise
concerns and provides necessary protection for whistleblowers in good faith. The scope of
the policy extends to au directors, employees and internal and external stakeholders of
the company, to report genuine concerns (about unethical behaviour, actual or suspected
fraud, or violation of the code) and provides for adequate safeguards against
victimisation of persons who use such mechanism. The policy also contains provision for
direct access to the chairman of the audit committee, in special circumstances.
A report on the whistle-blower complaints received, disposed and
pending, is placed before the audit committee for its review, on quarterly basis.
Deposits / loans & advances, guarantees or
investments
The company has not accepted any deposits from the public or its
employees during the financial year under review and no amount on account of principal or
interest thereon was outstanding as of march 31, 2026.
The company has not accepted any loans from its directors or from
holding/subsidiary/associate/ joint venture company of the company during the financial
year under review.
The particulars of loans/advances, guarantees given and investments
made and the purpose for which the loan or guarantee or security is proposed to be
utilised by the recipient of the loan or guarantee or security are given in the notes
forming part of the financial statements in compliance with section 186 of the act and
regulation 34(3) read with para a of schedule v of the sebi listing regulations.
Particulars of contracts or arrangements with
related parties
The company has formulated a policy on related party transactions in
compliance with the provisions of the act and sebi listing regulations. During the
financial year under review, the policy on related party transactions was amended to align
with the amendments prescribed by sebi vide the securities and exchange board of india
(listing obligations and disclosure requirements) (third amendment) regulations, 2024.
The audit committee pre-approves the related party transactions. The
details of such transactions during a particular quarter are placed at the meeting of the
audit committee held in the succeeding quarter. All transactions entered with related
parties of the company during the financial year under review were in the ordinary course
of business and at an arm's length pricing basis and did not attract the provisions of
section 188 of the act.
There were no material related party transactions entered into by the
company or its subsidiaries requiring approval of the members of the company in terms of
regulation 23 of the sebi listing regulations and section 188 of the act.
Pursuant to regulation 23(9) of the sebi listing regulations, the
company has filed half-yearly report on related party transactions with the stock
exchanges, within prescribed timelines.
The company's policy on related party transactions is uploaded on the
website of the company and can be accessed at the weblink: https://insights.techmahindra.com/investors/
related-party-transactions-policy.pdf.
The particulars of related party transactions as required under section
134(3)(h) of the act are given in prescribed form aoc - 2 is attached as annexure vi and
which forms part of this report.
Human resources
During the financial year 2025-26, the company continued to strengthen
how it attracts, develops, supports, and recognizes its talent through focused
interventions across the talent lifecycle.
Culture: strategic enabler of collective success
Culture remains a strategic enabler for the company, shaping how it
thinks, decides, and delivers as it advances its journey to scale at speed. The company
continues a sustained culture transformation, grounded in the belief that culture is a
lived experience, not a statement. The focus remains on simplifying ways of working,
strengthening accountability, and reinforcing shared behaviors across the enterprise. The
company has anchored this in a culture model that emphasizes innovation in approach, a
strong learning mindset, sharper market focus, Inclusion by design, performance with
purpose, and a people-centric ethos. This is also aligned with a redefined employee value
proposition, limitless together. The company has embedded these culture elements through
leadership alignment, employee engagement interventions, and systemic integration across
processes and platforms. This continued focus on culture enables associates to be agile in
execution, bold in ambition, collaborative in action, and discerning in decision making.
Thereby reinforcing the belief that culture is collectively built and lived every day at
the company.
Communication: building purpose
In the financial year 2025-26, the company strengthened its
communication ecosystem through deeper integration of its enterprise intranet, spark into
the everyday work. This spark platform serves as a digital backbone for the company,
enabling collaboration along with information sharing. Internal communications serve as an
enabler of alignment and engagement, supporting the embedding of the refreshed brand
expression, the new culture model, and the rephrased mahindra values across the company.
Through consistent storytelling, shared moments of progress, and transparent
conversations, communication emerged as a unifying force - shaping how the culture is
lived, the techm way. This integrated approach ensures that associates remained aligned to
the company's purpose, direction, and shared future. Communication will continue to build
coherence across geographies, enable faster collaboration, and strengthen a sense of
belonging, supporting an agile, connected, and high-performing workforce.
Hiring: people supply chain
During the year, the company's people supply chain function continued
to enable business growth through a tightly integrated, skills-led supply ecosystem. With
two of the three rapid platform modules—my skius and my demand— going live,
visibility of skill inventory and demand improved. The company has integrated talent
acquisition, workforce management, and learning through rapid, which has strengthened
timely deployment of skius at the right cost and location. The company sustained its focus
on internal fulfilment, bench upskilling, and structured talent rotation to improve
utilization, support faster revenue realization, and create opportunities for young
talent, while supporting margin objectives.
The rapid ecosystem in the company offers ai-enabled skill visibility,
automated demand creation, and intelligent search and match simplified processes for
associates and delivery teams, improving transparency, career mobility, and speed to
deployment. Collectively, these efforts reduced time to productivity, strengthened
employee confidence, and reinforced the company's ability to scale with discipline. Thus,
balancing employee experience with workforce planning and execution across the people
supply chain.
Wellness: #wellnessbeforebusiness
The company continued its focus on wellness before business to support
healthier habits and a more engaged and productive workforce. During the financial year
2025-26, weuness offerings were aligned to key stages of the employee lifecycle, from
onboarding to development and retention giving associates access to 360-degree weuness
experiences. The company introduced new benefits, including wellness flex for personalized
plans to reduce regular opd expenses for self and family, autism coverage within
insurance, and financial prudence building offerings. The company also designed region
specific policies like mental wellness policy, enhanced leave policies, women support
policy etc. Offered for associates in india. New initiatives launched during the year
included wellbeing buddy training, calm classroom, the circle of hope program for
fertility care, indusivity talks and neurodivergent at workplace webinar series for lgbtq+
associates, as well as family wellness support for parenting and elder care. The company
also continued wellness sessions on ergonomics, healthy eating, and lifestyle management.
Supported by wellness champions, external partnerships, and technology-enabled
initiatives, the company continues to drive #wellnessbeforebusiness across eight
dimensions of well-being.
Diversity, equality, inclusion: enabling
Responsible growth
The company continued to strengthen as an intentionally diverse and
globally inclusive workplace through progressive policies, inclusive talent practices,
enabling infrastructure, and leadership accountability. Diversity, equality and inclusion
(dei) remains embedded in the company's human capital strategy and long-term
sustainability agenda. Guided by the principles of environment, engagement, enablement,
ecosystem, and representation, the
Dei framework supported innovation, employee engagement, and
responsible growth across the employee lifecycle. This approach was advanced through
policy enhancements, inclusive hiring and development practices, leadership capability
building, and active employee resource groups that enabled community, advocacy, allyship,
and employee voice. Respect for individuality and the creation of psychologically safe
workplaces remained central to the company's people philosophy. Focused programs,
including the women support policy, maternity assistance program, restart program, and
women leadership programs, continued to support women across career stages and strengthen
leadership pipelines. Dei awareness was further progressed through ongoing learning
initiatives covering inclusive language, neurodiversity, sogie awareness and
cross-cultural understanding. Diversity was also celebrated at the company with events
around international women's / men's day, pinktober, pride month, autism awareness month,
international day of sign languages and more.
Engagement: cohort-driven people
Experiences
The company continued to strengthen
A people-first culture through greater
Personalization, flexibility, and trust at the workplace. The company
believes in personalizing experiences, so employee engagement is a purpose-driven process.
Organizational culture was strengthened through location councils, while initiatives such
as tech2rise supported innovation and josh fostered camaraderie and belonging. Building on
foundations laid in earlier years, engagement focused on key "moments that
matter" across the employee lifecycle, including onboarding, career transitions,
recognition, and exits. Focused programs supported smooth onboarding and early
integration, enabling new joiners to understand the company's values and culture. Regular
recognition interventions reinforced positive behaviours and performance outcomes. During
the year, the company further strengthened its cohort-based engagement model, enabling
tailored interventions aligned to business and talent needs. Specific cohorts, including
emerging leaders, top talent, new joiners, women professionals, and tenure-based groups,
were engaged through curated programs aligned to their aspirations and business context.
This approach supported localized solutions, faster feedback loops, and measurable impact.
Enhanced focus on communication, wellbeing, inclusion, and onsite associate connects
contributed to a more consistent and meaningful employee experiences at the company.
Leadership: preparing leaders for Complexity
The company further strengthened its leadership development agenda to
prepare leaders to navigate an increasingly brittle, anxious, and nonlinear global
environment. Leadership capability building during the year focused on resilience,
adaptability, ethical decision-making, and inclusive leadership. The company introduced a
new senior leadership development program in collaboration with insead paris. The company
also designed and implemented a three-level sales leadership training framework, excl, to
build both functional and behavioural capabilities across the sales workforce in a highly
competitive and digitally driven marketplace. The women leadership program was scaled
during the year to improve diversity in leadership cadres and was positively acknowledged
by clients. The company further leveraged global thought leadership content through
platforms such as harvard manage mentor to introduce new learning pathways focused on
change leadership and transformation. Recognizing the importance of coaching and
mentoring, the company launched a mentoring and coaching portal to connect internal
subject matter experts with talent seeking guidance during periods of change.
Learning: accelerating ai adoption and readiness
The company continued its journey toward becoming a future-ready
learning organization. The focus remained on strengthening the talent ecosystem to support
evolving business models, client expectations, and rapid technological change. Building on
its strong foundation of capability schools, account and role based academies over the
past years, learning efforts during the year were designed for scaling business impact and
accelerating workforce transformation. The company launched 'ai for sales' learning paths
and expanded its ai technical portfolio to support wider adoption of artificial
intelligence across internal operations and client engagements. Technology-led and
partner-led learning with ecosystem partners was scaled to deliver advanced skilling and
accelerate deployment of job-ready talent. Sales and leadership learning programs were
further strengthened to prepare leaders to operate in an environment shaped by digital,
disruption, sustainability priorities, and changing client expectations. The company also
designed structured learning journeys to support the development of adaptive, inclusive,
and purpose-driven leaders across levels. Through sustained investments in learning
innovation, digital platforms, and future skills, the company reaffirmed its commitment to
continuous learning, employability, and business relevance. These efforts are designed to
deliver differentiated customer value, supporting long-term growth and a future-ready
workforce.
Hr digitalization: ai in hr
During the year, the company continued to advance employee-centric
adoption of artificial intelligence within the hr function, aligned to its overall hr
strategy. Ai was used to optimize effort and enable a shift from transactional activity to
strategic work for hr business partners. Associates actively understand the company's
commitment to ethical ai, with internal skilling efforts and leadership messaging
positioning ai as an opportunity. The company leveraged internal ai talent to design and
deploy secure, in-house solutions that enhance associate experiences. Key initiatives
during the year included uvo, a generative ai-driven personal office assistant; cora, a
multilingual hr compliance assistant built on microsoft copilot; and an ai-powered survey
and feedback analytics platform integrated with power bi to deliver real-time quantitative
and qualitative insights. All ai solutions continued to undergo multi-layered security,
privacy, and ethical assessments, ensuring responsible and trusted adoption across the
company.
Shared service: delivering internal
Customer delight
The company strives to deliver "customer delight at every
touchpoint" for associates. Service experience measurement was expanded through net
promoter score (nps) and average feedback tracking across ten key process areas spanning
the employee lifecycle. In collaboration with business hr, the new hire engagement program
continued to support seamless onboarding, supported further by the "buddy
program" for new joiners. Automation efforts progressed, with manual activities
steadily transitioned to enterprise system-based solutions and power automate used to
strengthen integration across platforms. The shared services team used microsoft copilot
to improve service quality within query management. It also collaborated with the isg and
cio teams for
Enterprise-wide copilot-based support services. During the year, shared
services supported the integration of several portfolio companies and enabled rebadging
initiatives through onboarding and customized benefits implementation. Data-driven
insights were increasingly shared with leadership to support timely decision-making.
Through a balanced focus on responsive and proactive services, the company continued to
strengthen service delivery aligned to the core values of integrity, quality and care.
Performance: performance simplified - limitless
together
During the year, the company continued to strengthen its human capital
framework with a focus on simplicity, transparency, and performance orientation.
Performance processes were streamlined to reinforce long-term value creation and clarity
of outcomes. The introduction of insights 360 for mid-level leadership enabled data-led
feedback and targeted development, strengthening leadership capability and pipeline
readiness. The company also simplified the goal-setting process through the "one
team, one goal" philosophy, improving alignment and focus. A comprehensive revamp of
the job family framework was initiated to build a future-ready, market-aligned job
architecture, supporting role clarity and agile workforce planning. The launch of the
career. Nxt portal further supported employability through structured coaching, mentoring,
and career counselling. Additionally, the company aligned the annual performance feedback
cycle to the financial year, reinforcing the linkage between individual performance,
business outcomes, and sustainable value creation.
Recognition: excellence through appreciation
The company continued to reinforce a strong culture of appreciation. It
recognizes the role of timely acknowledgment of effort in building a motivated workforce.
The kudos digital rewards platform remained central to recognition efforts, enabling
associates to be appreciated consistently across the year. Recognition continued at both
unit and organization levels. At the unit level, associates were recognized through
relevant awards and badges on kudos, with points redeemable for vouchers, donations to
social causes, or gifting to colleagues. At the organization level, excellence was
celebrated through the annual star awards, recognizing outstanding achievements across
service lines. Additional programs during the year included the quarterly ceo growth
awards for sales achievers,
The annual. Ace awards for consistent performers, and long service
awards recognizing loyalty and commitment. Extending appreciation beyond the workplace,
recognition initiatives continued to include associates' family members and support staff,
with celebrations held on founders' day. During the year, the company also introduced the
tech mahindra brand store, offering associates a single destination for branded
merchandise. Collectively, these efforts strengthened a culture where contributions are
valued and excellence is consistently recognized.
Employee stock option schemes
Employee stock options are recognized as an effective instrument to
attract and retain talent and align the interest of employees with that of the company,
thereby providing an opportunity to the employees to participate in the growth of the
company and to create long-term wealth in the hands of employees.
As on the date of this report, the company has in force three employee
stock option schemes under the provisions of the sebi (share based employee benefits and
sweat equity) regulations, 2021("sebi sbeb & se regulations"):
1. Employee stock option plan - 2014 (esop- 2014);
2. Employee stock option scheme - 2018 (esop-2018); and
3. Tech mahindra performance share plan 2025 (psp 2025)
("couectively referred to as schemes").
Introduction of new esop plan
During the financial year under review, the members, at the 38th
agm held on july 17, 2025, approved the introduction of a new employee incentive scheme
titled "tech mahindra performance share plan 2025" ("psp 2025"), in
accordance with the applicable provisions of the act and the sebi sbeb & se
regulations.
The psp 2025 has been formulated with the objective of aligning
employee rewards with the long-term performance and strategic goals of the company. The
psp 2025 is implemented through the tech mahindra esop trust and is administered by the
nrc of the board.
Esops granted during the financial year 2025-26
During the financial year under review, the nrc granted 1,228,201 stock
options ("esops") to the eligible employees of the company and its subsidiaries,
in accordance with the schemes approved by the shareholders. No eligible employee
(including director) of the company has been granted esops equal to or exceeding 1% of the
issued share capital of the company at the time of grant.
The scheme-wise grants are as fouows:
| Name of the scheme/plan |
No. Of options granted |
| Employee stock option plan 2014 |
71,001 |
| Employee stock option scheme 2018 |
5,26,638 |
| Tech mahindra performance share plan 2025 |
6,30,562 |
Total |
12,28,201 |
The performance stock units granted under the psp 2025 during the
financial year 2025-26, are linked to performance parameters approved by the shareholders
of the company.
Certification by secretarial auditor
During the financial year under review, there were no material changes
in the employee stock option schemes of the company and the schemes are in compliance with
the sebi sbeb & se regulations. M/s makarand m. Joshi & co., secretarial auditor
of the company, has reviewed and certified that the schemes of the company have been
implemented in accordance with the sebi sbeb & se regulations and the resolutions
passed by the members for the respective schemes. The nrc has at its meeting held on april
21, 2026, reviewed and took note of the implementation of the schemes in line with the
approvals granted and the compliance certificate issued by the secretarial auditor. The
compliance certificate wiu be placed at the ensuing agm for inspection by the members.
In compliance with regulation 14 of the sbeb & se regulations, the
disclosures on the schemes is uploaded on the website of the company and can be accessed
at the weblink: https://www.techmahindra.com/investors/annual- reports-filings/
Particulars of employees and related information
Disclosures of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant to section 197(12)
of the act read with rule 5(1) of the companies (appointment and remuneration of
managerial personnel) rules, 2014 as amended from time to time, are provided as annexure
vii.
None of the directors of the company have received any remuneration or
commission from any of the subsidiary companies of the company during the financial year
2025-26.
The details of remuneration paid to the directors including the
managing director & ceo of the company are provided in the corporate governance
report, which forms part of this integrated annual report. During the financial year
2025-26, the annual remuneration to a single non-executive director did not exceed 50% of
the total annual remuneration payable to all nonexecutive directors of the company.
Details of employee remuneration as required under provisions of
section 197(12) of the act read with rule 5(2) & 5(3) of the companies (appointment
and remuneration of managerial personnel) rules, 2014 will be made available 21 days
before the agm. Any member interested in obtaining a copy of the same may write to the
company secretary of the company at investor. Relations@techmahindra.com.
Conservation of energy, technology absorption and
foreign exchange earnings and outgo
The particulars as prescribed under section 134(3)(m) of the act read
with rule 8 of the companies (accounts) rules, 2014 are provided in annexure viii which
forms part of this report.
Corporate social responsibility
At the heart of every technological innovation are exemplary corporate
citizens coming together to create a better future for all, and that is what the company
has always strived to do.
The company's initiatives benefit the lives of individuals, their
communities, and the planet that each of us calls home. From education, and individual
social responsibility, to worldwide sustainability efforts, we are proud to do our part
In creating a brighter tomorrow.
The corporate social responsibility ("csr") committee of the
board oversees and guides the csr approach and deployment in line with the csr policy
adopted by the board.
The csr initiatives of the company are driven and executed through its
csr arms viz. Tech mahindra foundation and mahindra educational institutions, the
sponsoring body of mahindra university, a multidisciplinary university launched in 2020 in
hyderabad.
The company also lays emphasis on employee volunteering in all its csr
efforts.
Tech mahindra foundation (tmf)
Tmf since 2006, has been steering its purpose into living reality by
equipping youth with skills, opening doors for people with disabilities and building
futures that last. Tmf's work is closely aligned with the mahindra group's ideological
belief of "rising for an equal world" with its vision of empowerment through
education and mission of enabling children to be purposefully engaged, youth to be
constructively employed and ensuring equal opportunities for people with different
abilities. Tmf continues to create meaningful impact across its core focus areas of
education and employability, along with thematic areas of women empowerment, mental
well-being and disability inclusion. As on march 31, 2026, tmf reached 8,03,244 total
direct beneficiaries cumulatively. During the financial year, tmf impacted 1,38,346 direct
and 5,47,791 indirect beneficiaries.
Under its education focus, tmf implements several initiatives to
improve learning outcomes and promote inclusion. Arise+ supports children with
disabilities through education, therapy and holistic development, while shikshaantar
strengthens educator capabilities through well-being and capacity-building programmes. The
science lab initiatives, including mobile science labs and stem labs, foster experiential
learning, curiosity and problem-solving skills among government school students.in the
employability space, smart centres, smart+ centres and smart academies provide
market-aligned vocational training across sectors such as healthcare, ites, logistics and
manufacturing, enhancing employability and economic empowerment, particularly for
vulnerable groups and persons with disabilities.
Disability inclusion remains a cross-cutting priority across tmf's
programmes. Initiatives such as the ability network (tan), targeted interventions for
hearing, visual and intellectual disabilities, and the sensate experience centre promote
accessibility, inclusion and assistive technology adoption. Tmf also advances mental
well-being through its mind@ ease platform, providing awareness, counseling and support
services through a network of partner organisations.
Through these integrated initiatives, tmf continues to foster inclusive
communities and create sustainable social impact.
Mahindra educational institutions (mei) and
mahindra university (mu)
Founded in 2013 as a section 25 company (referred to as a section 8
company in the act), mei has sponsored mu, a multi-disciplinary university, established in
may 2020 under the telangana state private universities (establishment and regulation)
act, 2018, with an aim "to educate future citizens for and of a better world".
Mu is driven by the need for multi-skilling, interdisciplinary academic
education, and entrepreneurial mindsets. All programs of study offered at mu reflect the
company's commitment to impart holistic education by aligning with industry requirements.
As of march 31, 2026, mu offers 53 academic programmes comprising 28
undergraduate, 19 postgraduate and 6 doctoral programmes through its seven schools and
seven centres of excellence:
• ecole centrale school of engineering
• school of management
• school of law
• indira mahindra school of education
• school of digital media & communication
• school of design innovation
• school of hospitality management
• centre for entrepreneurship and innovation
• centre for executive education
• centre for life sciences
• centre for sustainability
• mu-vt interdisciplinary advanced research centre for
transformative technologies
• centre for language learning & development
• global centre for enterprise risk management
As part of its continued academic expansion, the university plans to
establish the school of liberal arts, centre for ai & supercomputing, and school of
public policy during academic year 2026-27.
The university has a student strength of over 6,400 across its
programmes, with postgraduate students constituting approximately 10% of the enrolment.
Academic delivery and research are supported by a faculty base of more than 350 members,
the majority of whom hold doctoral qualifications from reputed national and international
institutions.
Mu's state-of-the-art campus infrastructure includes modern classrooms
with capacities ranging from 60 to 300 students, advanced research laboratories, student
hostels accommodating over 4,500 residents, cafeterias, a 1,100+ seat auditorium, faculty
and staff residences, and an executive guest house. The campus also offers extensive
sports and recreational facilities, including a tennis court, cricket ground, indoor
badminton courts, swimming pool, basketball courts and kabaddi court. During the financial
year under review, the university further enhanced its sporting infrastructure with the
launch of a fifa quality- certified football ground, becoming the first private university
campus in india to host a football facility certified to these international standards.
Individual social responsibility
Making responsibility personal, techmighties go the extra mile to
embrace it in their daily lives and drive positive change uniquely.
The company embraces individual contributions to socially relevant
activities as one of the prime focus areas for making a positive impact in the lives of
beneficiaries.
Associates imprint their individual social responsibility efforts by
contributing in any of the following areas: education, environment, health.
These include individual initiatives like blood donation, contributing
& volunteering in ngos, old age homes, schools, mentoring or tutoring underprivileged
students or students with
Disabilities, tree plantations, cleanliness drives, animal care, etc.
Annual report on csr
The company's annual report on its csr activities is detailed in annexure
ix herewith.
Csr policy
In compliance with the provisions of section 135 of the act, the
company has, basis recommendation of the csr committee and approval of the board, adopted
a csr policy covering the focus/ thrust areas around which the csr programmes, projects
and activities are planned, the brief overview of the projects/programs undertaken by the
company, governance structure, monitoring and reporting framework etc.
During the financial year under review, there were no amendments to the
csr policy of the company. The csr policy is available on the website of the company and
can be accessed at the weblink https://insights.techmahindra.com/investors/tml-
csr-policy.pdf
Csr committee
| 5 members (au nonexecutive) |
60% Independence |
2 meetings held with requisite quorum |
100% Attendance |
The csr committee of the board constituted in compliance with the
provisions of section 135 of the act read with the applicable rules made thereunder.
Details of the composition of the csr committee as on march 31, 2026 is given hereunder:
1. Ms. Penelope fowler, independent director - chairperson
2. Mr. Haigreve khaitan, independent director - member
3. Ms. Neelam dhawan, independent director - member
4. Mr. Mohit joshi, managing director & ceo - member
5. Mr. Puneet renjhen, non-executive nonindependent director - member
The company secretary of the company acts as the secretary to the
committee.
Changes in composition of the csr committee
• mr. Mohit joshi ceased to be chairman of the committee from
october 14, 2025 and continued as member of the committee.
• ms. Penelope fowler, independent director was appointed as
chairperson of the committee with effect from october 14, 2025. She has been a member of
the committee since may 14, 2022.
• ms. Neelam dhawan, independent director was appointed as member
of the committee with effect from october 14, 2025.
Csr spend
During the financial year under review, the company has spent 2% of its
average net profit during the immediately preceding 3 financial years viz. ' 796.4 mn on
csr activities undertaken in terms of the annual action plan recommended by the csr
committee and approved by the board of directors.
Impact assessment of csr projects
The company conducts impact assessments for its csr programs through
independent external agencies. The impact assessment report for the projects undertaken by
mei through independent agencies is uploaded on the website of the company and can be
accessed at the weblink: https://www.techmahindra.com/investors/annual-
reports-filings/
Sustainability
The company remains aligned with the mahindra sustainability framework
of people > planet > profit, which emphasizes that lasting sustainability is
achieved when the wellbeing of people, the health of the planet, and business growth
reinforce one another. Guided by this philosophy, the company integrates environmental
responsibility, social progress, and economic value creation across its operations to
deliver meaningful, enduring impact.
In line with its commitment to purpose beyond profits, the company
embeds environmental, social and governance ("esg") principles into its core
strategy, ensuring sustainability and Profitability advance together to create long-term
value.
The company's long-term sustainability strategy is centered on
improving, scaling, and transparently communicating its ecological, social, and economic
impacts. Guided by a robust governance framework under the oversight of the board of
directors, the company ensures that its strategic objectives are strongly aligned with
environmental and social programmes.
Through a holistic sustainability lens, the company aligns its actions
with leading global frameworks including iirc, gri standards 2021, issb's ifrs s1 and ifrs
s2 in line with tcfd, sasb, and the un global compact (ungc). Our initiatives also support
the un sustainable development goals (sdgs), with focused contributions across people,
planet, and profit.
People:
1. Build a great place to work
The company is committed to enhancing organisational culture by
empowering associates with access to advanced technologies, offering comprehensive
learning & development opportunities, and providing structured career development
programs. A positive and inclusive work environment is fostered through open
communication, collaboration, and continuous learning.
To support employee weubeing, the company provides flexible work-life
balance arrangements and associate-friendly policies aimed at reducing attrition and
nurturing a productive workplace. Associates are supported through a robust performance
management system, flexible working structures, and an extensive suite of benefits and
recognition programs.
2. Foster inclusive development
The company is committed to building a diverse and inclusive workplace.
Through initiatives that promote gender balance and by including persons with disabilities
and members of the lgbtqia+ community into the workforce, the company ensures equitable
opportunities for all. These efforts reflect its dedication to being a socially
responsible and inclusive organisation where every individual can flourish.
The company also collaborates with academia, ngos, businesses, and
government entities to strengthen learning, capability development, and knowledge
exchange, supporting inclusive growth and advancing global sustainability goals.
3. Make sustainability personal
The company encourages associates to actively contribute to society and
the environment through key employee engagement initiatives: making sustainability
personal ("msp") and individual social responsibility ("isr"). Msp
connects organisational sustainability goals to individual actions, fostering a mindset
where employees see their daily choices as part of the company's broader sustainability
journey. Isr complements this by empowering employees to select areas of social impact
that matter to them, thereby scaling the company's csr efforts through personal
engagement. Together, these initiatives embed sustainability into the culture of the
company, making it a shared responsibility and a personal commitment for every employee.
Planet:
1. Achieve net zero
The company's commitment to achieving net zero by 2035, approved by the
science based targets initiative (sbti), is supported by a comprehensive decarbonisation
strategy. Key interventions include:
• transitioning to renewable energy through on site solar
installations and open-access procurement arrangements.
• enhancing energy efficiency through leds, motion sensors, and
other advanced technologies.
• strengthening climate-related
Investments through the implementation of an internal carbon price.
• reducing business travel, emissions by promoting virtual,
collaboration technologies.
• encouraging green commuting behaviours through the use of public
transport, electric vehicles, and carpooling.
• supporting carbon sequestration through extensive tree
plantation initiatives
2. Ensure no waste to landfill
The company's campuses are equipped with organic waste converters and
vermicomposting units that convert food waste into manure, thereby reducing transportation
emissions and diverting significant volumes of waste from landfills.
3. Become water positive
Water efficiency is improved through the installation of water sensors,
restrictors, and efficient cooling systems. Water sustainability is further supported
through wastewater recycling via sewage treatment plants (stps) and rainwater harvesting
systems contributing to groundwater recharge.
4. Promote biodiversity
Across all operational locations, the company places strong emphasis on
the protection and restoration of local ecosystems. Measures are undertaken to minimise
adverse impacts on local flora and fauna, reinforcing the company's commitment to
ecological stewardship.
Profit:
1. Grow green revenue
The company is expanding its portfolio by investing in
sustainability-led solutions and platforms. These focus on sustainability reporting,
climate risk management, sustainable finance, lifecycle assessments (lca), esg consulting,
green it consulting services and specialized esg platforms like i. Riskman (risk
management), ii. Greenfinance (green lending), etc. Together, these initiatives strengthen
the company's commitment to driving sustainable growth while creating value for clients
and stakeholders.
2. Mitigate risks, including climate risk
Leveraging technologies such as iot, artificial intelligence, machine
learning, and blockchain, the company develops climate-resilient solutions aimed at
reducing emissions, enhancing resource efficiency, and mitigating climate-related risks.
3. Make supply chain sustainable
The company works with suppliers to promote sustainable and ethical
business practices across the value chain. Supplier engagement initiatives ensure
alignment with the company's climate action commitments, strengthening overall supply
chain resilience and sustainability.
4. Embrace technology and innovation
The company integrates advanced digital technologies to create
scalable, environmentally responsible solutions that support sustainable growth and
operational efficiency.
5. Enhance brand equity
The company actively engages with customers to understand evolving
needs, improve satisfaction, and strengthen brand equity. These efforts align with the
company's long-term sustainability vision and contribute to responsible business growth.
The company transparently reports its progress on its sustainability
targets and metrics in the integrated reports, which are assured by an independent third
party expert and available on the company's website at the webbnk:
https://www.techmahindra.com/ about-us/sustainability/.
Business responsibility and sustainability report
The business responsibility and sustainability report
("brsr") for the financial year 2025-26 in format as stipulated by the sebi
circular dated july 12, 2023 along with an assurance report by dnv forms part of this
integrated annual report in compliance with regulation 34(2)(f) of the sebi listing
regulations.
In addition to the brsr, the integrated annual report of the company
provides an insight on the various esg initiatives adopted by the company.
Awards and recognitions
The company continued to pursue excellence in its core business areas,
steadily advancing its vision of becoming a globally recognised brand. The awards and
rankings received by the company reaffirm its position as a thought leader within the
industry and reflect the company's ongoing commitment to business excellence,
sustainability, human capital development, and its unwavering focus on contributing to a
better society.
Some of the notable awards and recognitions received during the
financial year 2025-26 include:
| Best organisations to work for 2025 by et now |
Most innovative organisations of 2025 by et
now |
Most sustainable organisations of 2025 at et
edge 4th edition of sustainable organisations 2025 |
| World's most sustainable companies 2025 by
time |
'Best tech brands for 2025' by et now |
'India's most trusted companies 2025' by var
india |
| Et now best brands 2025' at et now best
brands conclave |
India's top brands with the best in-house
communications team to watch for in 2026 by e4m |
Solution provider for open ran exceuence at
the fast mode awards |
Share capital
The authorised share capital of the company as on march 31, 2026 stood
at ' 9,243,000,000/- comprising 1,848,600,000 equity shares of ' 5 each. During the
financial year under review, there was no change in the authorised share capital of the
company.
During the financial year 2025-26, the company made the following
allotments pursuant to exercise of stock options by eligible employees of the company
under various esop schemes:
| Name of the scheme/plan |
No. Of shares allotted |
| Employee stock option plan 2014 |
555,113 |
| Employee stock option scheme 2018 |
292,427 |
| Tech mahindra performance share plan 2025 |
Nil |
Total |
847,540 |
Consequently, the issued, subscribed and paid-up equity share capital
of the company as on march 31, 2026 stood increased from ' 4,894,968,560 comprising of
978,993,712 equity shares of ' 5/- each to ' 4,899,206,260 comprising of 979,841,252
equity shares of ' 5/- each.
The entire issued and paid-up share capital of the company is listed on
the stock exchanges in india viz. National stock exchange of india limited and bse
limited.
Investor education and protection fund
Pursuant to section 124(6) of the act read with the investor education
and protection fund authority (accounting, audit, transfer and refund) rules, 2016
("iepf rules") as amended from time to time, all dividend(s) which remain
unpaid/unclaimed for seven years are required to be transferred to the investor education
and protection fund ("iepf"). Further, the share(s) in respect of which
dividend(s) remain unpaid/ unclaimed for seven consecutive years are also liable to be
transferred to the demat account of the iepf authority.
The details of dividends declared by the company in the past years and
lying unpaid/unclaimed as on march 31, 2026 are given hereunder:
| Financial Year |
Type |
Date of declaration |
Dividend Declared per equity
share (amount in ') |
Unpaid/ unclaimed dividends lying with
the company (amount in ' mn) |
Number of shares on which dividends is
lying unclaimed with the company (amount in ' mn) |
Due date of transfer to iepf |
| 2018-19 |
Final Dividend |
July 31, 2019 |
14 |
32.51 |
2.31 |
September 4, 2026 |
| 2019-20 |
Interim Dividend |
February 24, 2020 |
10 |
25.83 |
2.72 |
March 30, 2027 |
| 2019-20 |
Final Dividend |
July 28, 2020 |
5 |
12.17 |
2.60 |
September 1, 2027 |
| 2020-21 |
Special Dividend |
November 12, 2020 |
15 |
32.59 |
2.48 |
December 17, 2027 |
| 2020-21 |
Final Dividend |
July 30, 2021 |
30 |
45.45 |
1.74 |
September 3, 2028 |
| 2021-22 |
Special Dividend |
October 25, 2021 |
15 |
15.29 |
1.18 |
November 29, 2028 |
| 2021-22 |
Final Dividend |
July 26, 2022 |
30 |
34.23 |
1.30 |
August 30, 2029 |
| 2022-23 |
Special Dividend |
November 1, 2022 |
18 |
20.93 |
1.33 |
December 6, 2029 |
| 2022-23 |
Final Dividend |
July 27, 2023 |
32 |
26.59 |
0.94 |
August 31, 2030 |
| 2023-24 |
Interim Dividend |
October 25, 2023 |
12 |
11.14 |
1.08 |
November 29, 2030 |
| 2023-24 |
Final Dividend |
July 26, 2024 |
28 |
27.65 |
1.20 |
August 30, 2031 |
| 2024-25 |
Interim Dividend |
October 19, 2024 |
15 |
13.61 |
1.07 |
November 23, 2031 |
| 2024-25 |
Final Dividend |
July 17, 2025 |
30 |
31.15 |
1.19 |
August 21, 2032 |
| 2025-26 |
Interim Dividend |
October 14, 2025 |
15 |
14.70 |
1.77 |
November 18, 2032 |
Payout of unpaid/unclaimed dividends
With an objective to identify shareholders whose dividends remained
unclaimed/unpaid and facilitate direct credit of such amounts to their bank accounts, sebi
issued a directive to the company's registrar to an issue and share transfer agent
("rta") viz., mufg intime india private limited (formerly known as link intime
india private limited), vide letter dated october 10, 2025. In compliance thereof, the
company's rta in coordination with the company, implemented an action plan prescribed by
sebi and undertook a comprehensive verification exercise for payment of unpaid/unclaimed
dividends lying with the company. As a result of these efforts, unpaid
Dividends aggregating to approximately ' 100.53 mn, were successfully
processed and credited to registered bank accounts of the shareholders of the company.
The exercise significantly reduced the volume of unpaid/unclaimed
dividends and corresponding shares liable for transfer to the i epf, thereby enabling
shareholders to retain and benefit from their investments. The outstanding unpaid/
unclaimed dividends lying with the company stood at ' 343.84 mn as on march 31, 2026.
Shareholders who have not yet claimed or encashed their dividends are
encouraged to contact the company/its rta at the earliest to submit their claims.
Transfer of unpaid/unclaimed dividends and shares
to iepf
During the financial, year 2025-26, the company transferred
unpaid/unclaimed dividends amounting to ' 37.06 mn to iepf. Further, 95,425 equity shares
in respect of which dividends had remained unpaid/unclaimed for seven consecutive years
were also transferred to the demat account of the iepf authority. The said transfers were
made after complying with the compliance requirements prescribed under section 125 of the
act read with the iepf rules, including issuance of individual notices to the concerned
shareholders and publication of newspaper advertisements in this regard in the financial
express (english) and navshakti (marathi) on june 4, 2025.
The shareholder-wise details of the unpaid/ unclaimed dividends lying
with the company as on march 31, 2026 are uploaded and available on the website of the
company at the weblink: https:// www.techmahindra.com/investors/shareholder-
information/.
The shareholders are requested to check the details of the unclaimed
dividends on the website of the company and claim their dividends at the earliest to avoid
the unclaimed and unpaid dividends and equity shares thereof being transferred to iepf.
Process for claiming dividends/shares from iepf
File e-form iepf-5 on mca v3
Claimant to claim dividends and/ or shares by filing the e-form iepf- 5
on mca v3 portal alongwith necessary documents.
Dispatch documents to the nodal officer
Claimant to dispatch hard copy of the self-attested e-form iepf-5 along
with other requisite documents, to the nodal officer of the company at its registered
office.
Upload proof of dispatch on mca v3 portal
Claimant to update date of dispatch alongwith proof thereof, on the mca
v3 portal.
Submission of e-verification report by the company
Within 30 days of receiving the iepf-5 claim, the company shau after
verification of the documents, approve/ reject the claim by filing e-verification report
on mca v3 portal.
Iepf authority to release dividends and/ or shares
After
Submission of verification report by the company, the iepf authority
shall review and approve/ reject the claim and electronicauy transfer the dividends/
shares to the claimant, if approved.
In an endeavor to extend best possible services to our valued
shareholders and other investors, a detailed process note, application form and list of
faqs for claiming unpaid/ unclaimed dividend is uploaded and available on the website of
the company at the weblink: https://insights. Techmahindra.com/investors/faqs investor-
relations.pdf.
Nodal officer
Ms. Ruchie khanna, company secretary, is the nodal officer of the
company, pursuant to rule 7(2a) of the iepf rules. During the financial year under review,
there was no change in the nodal officer. Contact details of the nodal officer is
available on the website of the company at the weblink: https://www.techmahindra.com/investors/
Saksham niveshak (100 days) campaign launched by
the iepf authority
During the financial, year under review, the iepf authority launched
the saksham niveshak (100-day) campaign from july 28, 2025 to november 6, 2025. The
campaign aimed to encourage eligible shareholders to update their kyc and other requisite
details, thereby facilitating the receipt of dividends and reducing the likelihood of
transfer of unclaimed dividends and corresponding shares to the iepf. In support of this
initiative, the company undertook various awareness and outreach measures to engage with
the concerned shareholders and assist them in completing the required formalities.
| Published notice and banner in the investor
section on the company's website |
Published advertisement in newspapers having
national and regional reach |
Filed Intimations with the stock exchange |
Reached out to concerned shareholders via
e-mail and letter |
Reports of the initiatives taken by the company along with the requests
processed were submitted to iepf authority, in the required format within the prescribed
timelines.
General
The directors state that no disclosure or reporting
Is required in respect of the fouowing items, as
There were no transactions/events related to
These items during the financial year 2025-26: •
• issue of equity shares with differential rights as to dividend,
voting or otherwise;
• issue of sweat equity shares to employees of the company under
any scheme;
• the company has not resorted to any buyback of its equity shares
during the financial year under review;
• raising of funds through preferential allotment, rights issue or
qualified institutional placement;
• voting rights which are not directly exercised by the employees
in respect of equity shares for the subscription/purchase of which loan was pursuant to
which such persons can beneficiauy hold shares as envisaged under section 67(3)(c) of the
act;
• suspension of trading of equity shares of the company;
• revision made in financial statements or the director's report
of the company; and
• there was no one-time settlement done by the company and hence
the provision of details of difference in valuation arising between such one-time
settlement and the loan taken from the banks does not arise.
Acknowledgements
The directors place on record their deep appreciation to au the
employees of the company for their efforts as well as collective dedication, commitment
and contributions, which is vital in achieving the overau growth of the company. The
directors would also like to thank the vendors, suppliers, bankers, financial
institutions, members, customers, dealers, government authorities, regulatory authorities,
stock exchanges and all other business associates, consultants' and other stakeholders for
their continued co-operation and support extended to the company and the management. We
look forward to continued support of all these associates in the future.
| For and on behalf of the board |
|
|
Anand g. Mahindra |
|
Chairman |
|
(din: 00004695) |
| Date: april 22, 2026 |
|
| Place: pune |
|
|