Tech Mahindra Ltd Management Discussions

About Tech Mahindra

Tech Mahindra offers technology consulting and digitaL solutions to gLobaL enterprises across industries, enabLing transformative scaLe at unparaLLeLed speed. With 148,000+ professionals across 90+ countries heLping 1,100+ cLients, Tech Mahindra provides a fuLL spectrum of services incLuding consuLting, information technoLogy, enterprise appLications, business process services, engineering services, network services, customer experience & design, AI & anaLytics, and cLoud & infrastructure services. It is the first Indian company in the worLd to have been awarded the SustainabLe Markets Initiatives Terra Carta SeaL, which recognises gLobaL companies that are activeLy Leading the charge to create a cLimate and nature-positive future. Tech Mahindra is part of the Mahindra Group, founded in 1945, one of the Largest and most admired multinational federation of companies.

INDUSTRY OVERVIEW:

The IT Services industry demonstrated strong resilience in FY25 amid continued macroeconomic uncertainty and geopoLiticaL tensions. Even as severaL economies navigated muted growth and cautious discretionary spend from enterprises, IT services remained a strategic partner for enterprises seeking to drive efficiency, acceLerate digitaL transformation and buiLd operationaL agiLity.

Enterprises continued to reLy on IT service providers to ensure business continuity and optimise operations. The demand for CLoud, Cybersecurity, and AI/ML - based automation remains strong. With increasing compLexity of IT environments, cLients are aLso seeking integrated, outcome-based services combining consuLting, impLementation, and support.

A key trend shaping the industry this year was Generative AI. Enterprises demonstrated increased engagement and wiLLingness to expLore diverse new use-cases across various functions of their organisations, and in scaLing up POCs around

Gen AI and its appLications to achieve higher productivity benefits. This shift has prompted the IT industry to aLso reimagine its own business modeLs to embed AI capabiLities into core digitaL transformation programs and service offerings.

GLobaL CapabiLity Centres (GCCs) continued to expand with IT services companies increasingly becoming meaningfuL partners to GCCs, supporting them with managed services, digitaL pLatforms and other frameworks that enabLe scaLabLe and secure growth.

The NASSCOM AnnuaL Enterprise CXO Survey 2025 indicate growth momentum for CY25 with higher technoLogy spend, particuLarLy for AI-Led digitaL spends.

NASSCOM reports that for technoLogy providers, FY26 is expected to see technology spending driven by growing foundationaL digitaL scope, emerging markets, strategic AI-Led demand, cLoud-native technoLogies, cybersecurity services and new age transformation and reimagination of Business Process Services.

According to Information Services Group (ISG) - an outsourcing advisory firm, the recent imposition of tariffs by the US and the resulting market voLatiLity are expected to impact the Manufacturing and TraveL sector, whiLe aLso putting at risk the recovery of the BFSI sector.

Underscoring the current prevaiLing macroeconomic conditions and in the event of a proLonged high-tariffs environment - various industry advisors, bodies, and research houses advice a cautious outLook and peg growth rate estimates between 2-4% for the industry in FY26.

OUTLOOK FOR KEY SEGMENTS:

• Communications: TechM continues to

maintain a significant competitive advantage in terms of its offerings and capabiLities as the TeLecommunications verticaL continues to be the Largest revenue driver for the

company. TechM boasts of unmatched scaLe and strong relationships across geographical markets and customer segments. The comprehensive capabiLities across service Lines, buiLt and sustained over decades through a mix of in-house deveLopments and strategic partnerships with ecosystem partners, positions the company favourabLy in this segment.

Manufacturing: Leveraging the heritage

of the Mahindra group, TechM continues to extend its differentiated offerings across automobiLe, aerospace & defence, construction, energy & utiLities, mining, and other sub-industries within the verticaL.

TechM inaugurated an advanced Manufacturing Xperience Centre at its campus in Chennai, India, heLping customers quickLy prototype and scaLe AI-driven innovations to address industry chaLLenges such as high operationaL costs, process inefficiencies, suppLy chain disruptions, and complex operational hurdles. It wiLL also serve as a hub for customers to visuaLise, test, and vaLidate soLutions in a Low-risk environment before impLementing them on a Larger scaLe, thereby acceLerating deveLopment cycLes.

TechM sees opportunities across core Engineering and R&D services, as weLL as in managing strategic IT operations, tech stack modernisation, impLementing IOT and AI- based manufacturing processes and digitising suppLy chains for its cLients, across various industry groups in the Manufacturing vertical.

BFSI: As the largest IT outsourcing market, BFSI represents a key strategic focus area for the company. The demand in this segment is driven by the need for continuous modernisation, digitaL transformation, enhancing customer experiences and reguLatory compLiance requirements. We see continued investments towards data driven operations, cyber-security and omni channeL experiences for customers. TechM has a sizeabLe pLay and some very niche offerings

through its portfoLio companies in this segment, especiaLLy in areas Like payments, asset and weaLth management, and core banking.

• Technology, Media, and Entertainment:

TechM continues to support various tech companies and hyperscaLers in product engineering, IT operations, and in deLivering "Human-in-the-Loop" capabilities that enable faster, safer, and more accurate deveLopment of Gen AI products and applications.

OUR STRATEGY:

Tech Mahindra has a cLearLy outLined vision with defined organisationaL, growth and profitabiLity targets as part of its FY27 roadmap. The priority during FY25 was to make strategic investments towards these objectives whiLe simultaneously expanding operating margins through initiatives under Project Fortius - that incLudes vaLue- based pricing, SG&A and direct cost productivity, integration of portfoLio companies, amongst other measures.

In FY25, the company doubLed down on its customer-centric approach through focused efforts on a curated List of Must-Have Accounts (MHAs). For these accounts, we deveLoped specific pLaybooks and strategies to hunt new business by onboarding new Logos from our priortised verticaLs and markets, resuLting in improving our growth capabiLities and revenue mix. ParaLLeLLy, the company is aLso running concentrated efforts through the Turbocharge program, which aims at achieving high growth and generating a strong pipeLine through rigorous account pLanning and deeper mining of existing top accounts. The effectiveness of these efforts is evident from the improved run-rate of quarterLy deaL wins in FY25. We wiLL continue buiLding a high quaLity and a scaLabLe cLient base that can contribute to our Long-term growth.

The company aLso made significant investments to improve its services offerings and deveLoping in-house capabiLities. Over the year, it achieved significant progress in its proprietary Gen-AI

tech-demonstrator LLM Project Indus, whiLe further expanding and enhancing its offerings under the TechM amplifAI suite of Gen-AI soLutions. The company aLso Launched industry and domain specific Experience Centres and Centre of ExceLLences across various campuses, for cLients, anaLysts, industry consuLtants and other ecosystem partners to experience TechMs capabilities and offerings first-hand.

TechMs commitments towards sustainabiLity and ESG further strengthened as the company achieved formaL vaLidation for its Net-Zero targets

by the Science Based Targets initiative (SBTi), placing TechM amongst elite group of very few Indian companies to secure this validation. TechM was aLso incLuded in A List for both CDP CLimate Change and CDP Water Stewardship 2024 and was listed in the Top 5% for IT Services sector in the S&P GLobaL SustainabiLity Yearbook 2025. TechMs breadth of service offerings in the ESG space further improved during the year across areas that incLude ESG ConsuLting, Resource Management, Environment-HeaLth-Safety risk, compLiance and incident tracking, SuppLy Chain and Data Management and Reporting PLatforms.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Overview

The financial, statements have been prepared in compliance with the requirements of the Companies Act, 2013 and as per Indian Accounting Standards (IND AS) for the year ended March 31, 2025.

The financial statements of Tech M and its subsidiaries have been consolidated on a line-byline basis by adding together like items of assets, liabilities, income, expenses, after eliminating intra-group transactions and any unreaLized gains or losses in accordance with the Indian Accounting Standard-110 on "Consolidated Financial Statements" (IND AS 110).

The discussion on financial performance in the Management Discussion and Analysis relate primarily to the standalone accounts of Tech Mahindra Limited. Wherever it is appropriate, information pertaining to consolidated accounts for Tech Mahindra Limited & its subsidiaries is provided for the current year and previous year. For purpose of comparison with other firms in this industry as well as to see the positioning and impact that Tech Mahindra Limited has in the marketplace, it is essentiaL to take the figures as reflected in the Consolidated Financial Statements.

A. STANDALONE FINANCIAL POSITION

1. Equity Share Capital

The authorized share capital of the Company is 9,243 miUion divided into 1,848,600,000 equity shares of 5 /- each. The paid-up share capital stood at 4,895 miUion as on March 31, 2025, compared to 4,884 miUion as on March 31, 2024. The increase in paid-up capital during the year is due to the issue of 22,35,189 shares on account of conversion of options into shares by employees under the Employee Stock Option Plans.

2. Other Equity

a) Securities premium account

The addition to the securities premium account of 1,626 miUion during the year is due to the amount transferred from share option outstanding account on exercise of stock options to the tune of

1,531 miUion and transfer on aUotment of equity share 95 miUion.

b) Retained Earnings

The surplus in the Statement of Profit and Loss as on March 31, 2025, was 188,996 miUion compared to 196,351 miUion as on March 31, 2024.

3. Right of Use Liabilities

In compliance with the accounting standard IND AS 116 Lease accounting, Right of Use ("ROU") liability has been recognised Balance of ROU Liability as on March 31, 2025, is shown in the table below:

RS in Million

ROU Lease	As at 31st	March
liabilities	2025	2024
Long Term	7,523	3,178
Short Term	2,301	1,882
Total	9,824	5,060

4. Property, Plant and Equipment

The movement in Property, Plant and Equipment is shown in the table below:

RS in Million

Property, Plant and As at 31^st March

Equipment	2025	2024
Gross Book Value
Freehold Land	336	459
Buildings	21,958	22,988
Leasehold Improvements	1,110	1,092
Plant & Equipment	15,270	16,457
Computers	28,407	27,470
Office Equipment	2,593	2,457
Furniture and fixtures	7,341	7,672
Vehicles	184	176
Intangible assets	16,741	16,259
Total	93,940	95,030
Less: Accumulated depreciation & amortization	71,446	70,120
Net block	22,494	24,910
Add: Capital work- in progress	178	943
Net fixed assets	22,672	25,853

The Net BLock of Fixed Assets and Capital. Work in Progress stood at 22,494 miLLion as on March 31, 2025, as against 24,910 miLLion as on March 31, 2024. During the year, the Company incurred capitaL expenditure (gross) of 4,662 miLLion (previous year 3,104 miUion). The major items of Capital Expenditure incLude addition to Computers, Plant & Equipment and Building.

Right of Use Assets

In compliance with the accounting standard IND AS 116 Lease accounting, Right of Use ("ROU") Assets has been recognised with effect from ApriL 1, 2019. BaLance of ROU Assets as on March 31, 2025, is 10,039 miLLion as against 5,058 miLLion on March 31, 2024.

5. Financial Assets

The summary of Companys investments is given beLow.

RS in Million

INVESTMENTS As at March 31

	2025	2024
Non Current Investments
Investment in Subsidiaries	118,369	113,534
Investment in Associates , Joint ventures , Bonds & others (treasury bonds & bills)	2,232	4,267
Total Investments	120,601	117,801
Less : Provision for diminution of vaLue	19,891	18,140
Net Non Current Investments	100,710	99,661
Investment Property	340	713
Total Non Current Investments	101,050	100,374
Current Investments
Investment in mutuaL funds	21,413	24,217
Exchange traded Funds		1,138
Investment in non-convertibLe debentures and commerciaL papers	2,146	157
Total Current Investments	23,559	25,512
Total Investment	124,609	125,886

TotaL investments (non-current) as on March 31, 2025, stood at 101,050 miLLion as against 100,374 miLLion, as on March 31, 2024. Investment in Subsidiaries amounted to 118,369 miLLion as on March 31, 2025, as against 113,534 miLLion as on March 31, 2024. Diminution in vaLue of investments in subsidiaries increased by 1,751 miLLion during the year.

Investment in Liquid mutuaL funds as of March 31, 2025, was 21,413 miLLion (previous year 24,217 miLLion), decrease of 2,804 miLLion, increase in Investment in non-convertibLe debentures / bonds is 1,989 miLLion and decrease in Exchange traded Fund is 1,138 miLLion.

6. Deferred Tax Asset

Deferred tax asset as of March 31, 2025, was at 8,551 miLLion as compared to 5,903 miLLion as of March 31, 2024. Deferred tax assets represent timing differences in the financiaL and tax books arising from depreciation of assets, provision for doubtfuL debts and Leave encashment & gratuity.

The Company assesses the LikeLihood that the deferred tax asset wiLL be recovered from future taxabLe income before carrying it as an asset.

7. Trade Receivables

Trade ReceivabLes (incLudes unbiLLed, contract assets, contractuaLLy reimbursabLe expenses) at 110,377 miLLion (net of provision for doubtfuL debts and expected credit Loss of 9,967 miLLion) as of March 31, 2025, as compared to 108,206 miLLion (net of provision for doubtfuL debts and expected credit Loss of 6,914 miLLion) as of March 31, 2024. Debtor days as of March 31, 2025 (caLcuLated based on per-day saLes in the quarter) were 86 days as compared to 93 days as of March 31, 2024.

8. Cash and cash equivalents

The bank baLances incLude both Rupee accounts and foreign currency accounts. The bank baLances in overseas current accounts are maintained to meet the expenditure of the overseas branches and overseas project reLated expenditure.

RS in Million

Cash and cash As at 31^st March

equivalents	2025	2024
Bank balances in India & Overseas
Current accounts	12,109	9,734
Deposit accounts	4,666	6,508
Total cash and bank balances*	16,775	16,242

* Including unrealised (gain) / loss on foreign currency.

9. Other financial assets, other assets and Loans

Other financial assets, other assets & Loans as on March 31, 2025, were 74,820 million compared to 66,237 million as on March 31, 2024. Other financial assets include foreign

currency derivative assets, security deposits, lease receivable, contractual receivable. Other assets include prepaid expenses, balance with government authorities, contract asset, advance income tax, advances to related parties, capital advances.

10. Provisions, Financial Liabilities & Other liabilities

Liabilities and provisions were 115,478 million as of March 31, 2025, including longterm liabilities and provision of 12,738 million and short-term/current liabilities and provisions of 102,740 million compared to 98,539 million as of March 31, 2024, including long-term liabilities and provision of 11,398 million and short-term / current liabilities and provisions of 87,141 million.

B. RESULTS OF STANDALONE OPERATIONS

The following table sets forth certain income statement items as well as these items as a percentage of our total income for the periods indicated:

Particulars	Fiscal 2025		Fiscal 2024
	(In Million)	% of Total income	(In Million)	% of Total Income
INCOME
Revenue from Services	446,172		426,999
Other Income	13,330		10,690
Total Income	459, 502	100%	437,689	100%
EXPENDITURE
Personnel Cost	171,070		164,062
Subcontracting Expenses	166,482		167,364
Operating and Other Expenses	64,231		66,872
Depreciation	8,552		8,500
Interest	2,386		2,513
Impairment of non-current investments	1,809		2.931
Total Expenditure	414,530	90.2%	412,242	94.2%
Profit before tax	44,972	9.8%	25,447	5.8%
Provision for Taxation	9,911	2.2%	4,810	1.1%
Net profit for the year	35,061	7.6 %	20,637	4.7%

1. Revenue

The Company derives revenue principally from technology services provided to clients from various industries.

Revenue increased to 446,172 million in fiscal 2025 from 426,999 million in fiscal 2024.

Consolidated Revenue

Consolidated Revenue for fiscal 2025 529,883 million ($6,264 Million) compared to 519,955 million ($6,277 Million) in fiscal 2024, growth of 1.9% in terms and degrowth of -0.2% in USD terms.

409

The decLine in revenue (in USD terms) was mainLy in Communications vertical (-5%) as the industry faced headwinds due to prolonged downturn in this sector. Amongst other verticaLs, there was an increase in revenue in BFSI (4.3%), Retail, Transport & Logistics (4%) and HeaLthcare & Life science (3.7%) offset by decline in Manufacturing (-1.6%) and Hitech (-0.4%).

Consolidated revenue by Geography

In USD terms, Revenue from Americas was 50.7% in fiscal 2025 compared to 51.8% in fiscaL 2024 whiLe the share of revenue attributabLe to Europe was 24.1% in fiscaL 2025 compared to 24 % in the previous year. Revenue from Rest of the WorLd as a percentage of totaL revenue was 25.2% in fiscaL 2025 compared to 24.2% in fiscaL 2024.

Consolidated revenue by Vertical

In USD terms, Revenue from Communications was 33.1% in fiscal 2025, compared to 34.7% in previous year. Revenue from Manufacturing was 17.3% in fiscal 2025 compared to 17.6% in fiscal 2024. Revenue from Hi-Tech & media was 13.9% in fiscal 2025 compared to 13.9% in fiscaL 2024. Revenue from Banking, financiaL services & insurance was 16.1 % in fiscal 2025 compared to 15.4% in fiscal 2024. Revenue from Retail Transport & Logistics was 7.9% in fiscaL 2025 compared to 7.6%

in fiscaL 2024. Revenue from HeaLthcare was 7.5% in fiscaL 2025 compared to 7.2% in fiscaL 2024. Others were 4.3% in fiscaL 2025 compared to 3.7% in previous year.

Consolidated Revenue by Segment

For fiscaL 2025, 83.9% of revenue came from IT services, whereas 16.1% of revenue came from BPO services. The revenue share for fiscal 2024 from IT & BPO services was 85.2% and 14.8% respectively.

2. Other Income (Standalone)

Other income includes interest income, dividend income, foreign exchange gain/loss, rentaL income, and net gain on disposaL of assets & misceLLaneous income.

Interest income mainLy consists of interest received on bank deposits. Dividend income incLudes dividend received on Long-term investments as weLL as that received on current investments. Exchange gain/Loss consists of mark to market gain/loss on ineffective hedges, realized gain/loss and revaLuation gain/Loss on transLation of foreign currency assets and LiabiLities. Other income is 13,330 miUion in fiscal 2025 compared to 10,690 miUion in fiscal 2024.

Increase in other income was mainly due to gain on sale of land in the current fiscal year.

3. Expenditure (Standalone)

Particulars	Fiscal 2025		Fiscal 2024
	(In Million)	% of Total income	(In Million)	% of Total Income
Personnel Cost	171,070	41.3%	164,062	39.8%
Subcontracting Expenses	166,482	40.2%	167,364	40.6%
Operating and Other Expenses	64,231	15.5%	66,872	16.2%
Depreciation	8,552	2.1%	8,500	2.1%
Interest	2,386	0.6%	2,513	0.6%
Impairment of investment in subsidiaries	1,809	0.4%	2,931	0.7%
Total Expenses	414,530	100.0%	412,242	100.0%

Personnel cost includes salaries, wages and bonus, contribution to provident fund and other funds, share based payment to empLoyees and staff weLfare costs.

Subcontracting expenses incLude cost of direct contractors and agency contractors to support current and future business growth.

Operating and other expenses mainly include travelling expenses, rent, repairs and maintenance, communication expenses, office establishment costs, software packages and professional fees.

Impairment of Investment in subsidiaries

The Company has investments in subsidiaries and associates, which are accounted at cost less any provision for impairment. The Management assesses the operations of the subsidiaries/ entities, including future projections, to identify indications of diminution in the value of the investments recorded in the books of accounts.

Based on the performance of subsidiaries and relevant economic and market indicators, the Company has reassessed the recoverable amount in subsidiaries as on March 31, 2025.

Since the recoverable amount was lower than the carrying value of investments, the Company has recognised impairment loss of 1,809 million for fiscal 2025.

Profit before tax

Profit before tax was 44,972 million in fiscal 2025 compared to 25,447 million in

fiscal 2024. Profit before tax as a percentage of total revenue is 10.1% in fiscal 2025 compared to 6% in fiscal 2024.

4. Income taxes

The provision for income tax for the year ended March 31, 2025, was 9,911 million as compared to 4,810 million in the previous year.

The effective tax rate in these years was 22% and 18.9% respectively.

5. Profit after tax

Profit after tax was 35,061 million in fiscal 2025 as compared to 20,637 million in fiscal 2024.

Profit after tax as a percentage of revenue is 7.9% in fiscal 2025 and 4.8% in fiscal 2024.

Consolidated PAT

Consolidated PAT for fiscal 2025 is 42,515 million as compared to 23,578 million last fiscal 2024. PAT as a percentage of revenue is 8% in fiscal 2025 & 4.5% in fiscal year 2024.

C. CASH FLOW

Particulars Fiscal Year

	2025	2024
Net cash generated from operating activities	42,931	51,226
Net cash generated from/ (used in) investing activities	5,043	(372)
Net cash from/ (used in) financing activities	(46,592)	(47,471)
Net increase/(decrease) in cash and cash equivalents during the period	1,382	3,383
Effect of exchange rate changes on cash and cash equivalents	83	(40)
Cash and Cash Equivalents at the beginning of the year	14,558	11,215
Cash and Cash Equivalents at the end of the year	16,023	14,558

D. IN ACCORDANCE WITH THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS 2018) (AMENDMENT) REGULATIONS, 2018, THE COMPANY IS REQUIRED TO GIVE DETAILS OF SIGNIFICANT CHANGES (CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FY) IN KEY FINANCIAL RATIOS

Sr. No	Key Financial Ratios1	Fiscal 2025	Fiscal 2024	% Change
1	Debtors Turnover	4.6	4.3%	7%
2	Inventory Turnover	NA	NA
3	Interest Coverage Ratio	15.0	8.0	87%
4	Current Ratio	1.7	1.9	-13%
5	Debt Equity Ratio 2	0.04	0.02	100%
6	Operating Profit Margin (%)	8%	4.7%	70%
7	Net Profit Margin (%)	7.9%	4.8%	63%
8	Return on Net worth	15.4%	8.5%	80%

1Ratios are based on Standalone Financials ²Debts include lease liability

Reasons for movement in ratios greater than 25 %

Interest coverage ratio: The increase in interest coverage ratio is on account of increase in earnings available to debt service holders.

Debts equity ratio: The increase in debt equity ratio is due to increase in net profit during the year.

Operating profit margin: The increase in operating margin is on account of increase in operating profit.

Net profit margin: The increase in net profit margin is on account of increase in net profit earnings

Return on net worth: The increase in this ratio is on account of increase in net profit

E. INTERNAL CONTROL SYSTEM

The Company maintains an adequate internal control system, which provides, among other things, reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against significant misuse or loss of Companys assets.

The Company uses an Enterprise Resource Planning (ERP) package, Business Intelligence and Analytics package, which enhances the internal control mechanism. The Company also has a Chief Information Risk Officer (CIRO) and Chief Information Officer (CIO) for overseeing the Internal Control and Systems.

F. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

Being an organization that focuses on staying on the cutting edge of technology, through our people, we strive to attract the best talent through intensive recruitment drives in premier engineering and management institutes. During the year, TechM saw increase of 3,276 professionals. The global headcount of the Company as on March 31, 2025, was 148,731 as compared to 145,455 as on March 31, 2024.

The LTM IT attrition was 11.8% during the year as compared to 10.0% in the previous year. The Company has been working towards retaining talent by investing in career development programs, talent engagement initiatives, employee well-being (personal and professional), rewards and recognition as well as an empowered work environment.