TECH MAHINDRA Auditors Report

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Tech Mahindra Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to the following note to the standalone Ind AS financial statements:

Note 34 in respect of certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile Satyam), amalgamated with the Company with effect from April 1, 2011 which are discussed below:

Certain non-compliances and breaches of various laws and regulations by the erstwhile Satyam under the former Management (prior to Government nominated Board) identified by the various agencies have been responded to/appropriately addressed in earlier years and no further communication has been received by the Company on these matters and with the passage of time, the Company does not expect any further proceedings in this regard.

The Company’s management on the basis of current legal status and external legal opinion, as more fully described in note 34 to the standalone Ind AS financial statements, has concluded that (i) claims made by 37 companies in the City Civil Court for alleged advances amounting to Rs.12,304 Million made by these companies to erstwhile Satyam, and presented separately under ‘Suspense account (net)’ and (ii) the claims to these advances filed by Enforcement Directorate under the Prevention of Money Laundering Act in the High Court of Andhra Pradesh will not sustain on ultimate resolution by the respective Courts as explained in the note.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit, we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

iv. The Company did not have any holdings or dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016 - Refer note 58 to the standalone Ind AS financial statements.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT RE: TECH MAHINDRA LIMITED

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The major portions of the fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed/ Possession Certificate/ Lease agreement/ Encumbrance Certificate provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except the following:

(Rs. in Million)

Particulars of the land and building	Gross Block as at the Balance Sheet date	Net Block as at the Balance Sheet date	Remarks
Freehold land located at Bahadurpally, Survey No. 62/1A, Qutubullapur Mandal, Bahadurpally Village, District - Ranga Reddy, Hyderabad - 500043 admeasuring 581,711 square metres	167.98	167.98	As per the information given to us, after payment of the stamp duty to Registrar of state of Andhra Pradesh the split of state of Andhra Pradesh into State of Andhra Pradesh and state of Telangana occurred due to which jurisdiction of Registration office has also changed therefore the final demand is not crystallized and Andhra Pradesh High Court order is not adjudicated.
Freehold land located at Infocity SEZ, Tower - I & II Plot No. 22 to 34, Hi-Tech City, Layout, Madhapur, Hyderabad -500081 admeasuring 79,804 square metres	141.65	141.65
Freehold land located at Survey No. 44 P, Near Bullaiah College, New Resapuvanipalem Village, Visakhapatnam - 530003 admeasuring 29,844 square metres	79.83	79.83
Leasehold land located at Plot No. S - 1, Maitree Vihar Road, Chandrasekharpur, Bhubaneswar -751023, admeasuring 55,600 square metres	4.86	4.17	As per the information given to us upon issues of letter to the company from General Administration Department of Government of Odisha the Company has to pay Transfer fee based on the value of the property to General Administration Department of Government of Odisha. On such payment the property will be registered in the revenue records.

Leasehold Land located at Survey no.	470.27	439.05	As per the information given to
1(P), 3(P), 8(P), 40(P), 7l(P), 109, 152(P),			us, the Company is awaiting for
MIHAN SEZ Area, Nagpur - 441108,			adjudication certificate. Mutation
admeasuring 518,241 square metres			proceeding will be initiated after the adjudications certificate is received from the authority.

In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) In our opinion and according to the information and explanations given to us, having regard to the nature of the Company’s business / activities during the year, clause (ii) of paragraph 3 of the Order is not applicable to the company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly the provisions of Clause (iii) of paragraph 3 of the Order are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits. Therefore, the provisions of the clause (v) of paragraph 3 of the Order is not applicable to the Company.

(vi) Having regard to the nature of the Company’s business / activities, the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Act. Accordingly reporting under clause (vi) of paragraph 3 of the Order is not applicable.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2017, for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, Provident Fund and Cess which have not been deposited as on March 31, 2017 on account of disputes are given below:

(Rs. in Million)

Name of Statute	Nature of Dues	Forum where Dispute is pending	Period to which the amount relates	Amount Unpaid	Amount paid Under protest
The Income-tax Act,1961	Income-tax	Supreme Court	Financial Year 2004-05	39.55	-
The Income-tax Act,1961	Income-tax	High Court	Financial Year 2005-06	2.83	-
The Income-tax Act,1961	Income-tax	High Court	Financial Years 2002-03 to 2007-08	5,967.31#	-
The Income-tax Act,1961	Income-tax	Income-tax Appellate Tribunal	Financial Year 2003-04	151.69	-
The Income-tax Act,1961	Income-tax	Income-tax Appellate Tribunal	Financial Year 2004-05	150.46	-
The Income-tax Act,1961	Income-tax	Income-tax Appellate Tribunal	Financial Year 2005-06	1.57	-
The Income-tax Act,1961	Income-tax	Income-tax Appellate Tribunal	Financial Year 2006-07	6.03	-
The Income-tax Act,1961	Income-tax	Income-tax Appellate Tribunal	Financial Year 2007-08	16.63	-
The Income-tax Act,1961	Income-tax	Income-tax Appellate Tribunal	Financial Year 2007-08	29.09	-
The Income-tax Act,1961	Income-tax	Income-tax Appellate Tribunal	Financial Year 2008-09	0.93	-
The Income-tax Act,1961	Income-tax	Income-tax Appellate Tribunal	Financial Year 2010-11	553.34	-
The Income-tax Act,1961	Income-tax	Assessing Officer*	Financial Year 2007-08	1.43	-
The Income-tax Act,1961	Income-tax	Income Tax Appellate Tribunal	Financial Year 2009-10	659.80	-
The Income-tax Act,1961	Income-tax	Income Tax Appellate Tribunal	Financial Year 2007-08	18.12	-
The Income-tax Act,1961	Income-tax	Assessing Officer*	Financial Year 2010-11	58.88	-
The Income-tax Act,1961	Income-tax	Commissioner of Income-tax (Appeals)	Financial Year 2011-12	19.41	-
The Income-tax Act,1961	Income-tax	Commissioner of Income-tax (Appeals)	Financial Years 2005-06 and 2010-11	42.38	-
The Income-tax Act,1961	Income-tax	Commissioner of Income Tax (Appeals)	Financial Year 2011-12	108.57	-
The Income-tax Act,1961	Income-tax	Commissioner of Income-tax (Appeals)	Financial Year 2001-02	8.11#	-
The Income-tax Act,1961	Income-tax	Income Tax Appellate Tribunal	Financial Year 2008-09	56.09	-
The Income-tax Act,1961	Income-tax	Assessing Officer*	Financial Year 2009-10	25.58	-
The Income-tax Act,1961	Income-tax	Income Tax Appellate Tribunal	Financial Year 2009-10	58.73	-

The Income-tax Act,1961	Income-tax	Commissioner of Income Tax (Appeals)	Financial Year 2013-14	32.65	-
The Income-tax Act,1961	Income-tax	Commissioner of Income Tax (Appeals)	Financial Year 2014-15	10.58	-
Finance Act, 1994	Service Tax	Commissioner of Central Excise	Financial Years 2003-04 to 2006-07	12.86	-
Finance Act, 1994	Service Tax	Supreme Court	Financial Years 2008-09 to 2013-14	11,857.56	-
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Years 2004-05 to 2007-08	86.60	6.60
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Years 2004-05 to 2008-09	118.77	10.00
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Years 2005-06 to 2007-08	46.43	41.51
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Years 2007-08 to 2010-11	169.50	3.00
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Years 2007-08 to 2010-11	96.07	96.00
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Year 2008-09	11.73
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Years 2012-13 to 2014-15	3,195.60
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Year 2008-09 to 2011-12	36.30	1.26
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Year 2006-07 to 2010-11	375.50
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Year 2009-10 to 2012-13	221.66	5.21
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Year 2007-08 to 2013-14	81.12	3.63
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Year 2011-12 to 2012-13	8.25	2.69
Finance Act, 1994	Service Tax	Customs Excise & Service Tax Appellate Tribunal	Financial Year 2005-06 to 2009-10	17.58

Andhra Pradesh VAT Act, 2005	Value Added Tax	Commercial Tax Officer*	Financial Year 2007-08	14.16	11.96
Andhra Pradesh VAT Act, 2005/ Central Sales Tax Act, 1956	Value Added Tax/ Sales Tax	High Court	Financial Years 2008-09 to 2010-11	148.27	82.71
Maharashtra Value Added Tax Act, 2002	Value Added Tax	Joint Commissioner of Sales Tax (Appeal)	Financial Year 2008-09	4.19	0.40
Central Sales Tax Act, 1956	Central Sales Tax (Gujarat)	Deputy Commissioner of Commercial Tax (Appeal)	Financial Years 2006-07 to 2008-09	5.60	6.80
Central Sales Tax Act, 1956	Central Sales Tax (Tamil Nadu)	Deputy Commissioner of Commercial Tax (Appeal)	Financial year 2015-16	1.78	0.59
Andhra Pradesh Value Added Tax Act, 2005	Value Added Tax	Sales Tax Appellate Tribunal	Financial Years 2007-08 and 200910 to 2010-11	0.54	0.54
The Karnataka Stamp Act 1957	Stamp Duty	High Court	Financial Year 2006-07	1.08	-
The Customs Act, 1962	Custom Duty	Customs Excise & Service Tax Appellate Tribunal	Financial Year 1996-97	1.19	1.19
The Employees Provident Fund and Miscellaneous Provisions Act, 1952	Provident Fund	The Employees Provident Fund Appellate Tribunal	March 2013 to April 2014	2,448.31	@
Revenue & Taxation Code, USA	Pennsylvania state Income-tax	Commonwealth of Pennsylvania Department of Revenue	Calendar Years 1988 - 2005	4.82
Decree of the President of the Republic of Italy	Tax on purchase of shares	Regional Court of Emilia Romagna, Italy	Financial Year 2008-09	7.32
Chad Tax Administration	Withholding Tax/ Value Added Tax/ Corporation Tax	Deputy General Manager of Tax Authorities	Calendar year 2012 and 2014 to 2015	17.77	3.19
Internal Revenue Act 2000 and Income Tax Act 2015	Income Tax / Withholding Tax	Commissioner General	April 2013 to March 2015	52.03	111.43
Value Added Tax Act, 2013	Value Added Tax	Commissioner General	April 2013 to March 2015	5.98	2.90
Tax Code	Income Tax	Commissioner General	January 2011 to December 2013	18.84	5.73
Tax Code	Value Added Tax	Commissioner General	January 2013 to March 2016	13.28	-

# The above excludes the Income-tax Draft Notices of Demand amounting to Rs. 7,952 Million and Rs. 9,637 Million for financial years 2001-02 and 2006-07 respectively, issued by the Additional Commissioner of Income-tax under Section 143(3) read with Section 147 of the Income-tax Act, 1961, against which the Company has filed its objections with the Dispute Resolution Panel, which is pending disposal.

* The Company is not aware whether the Department has filed an appeal against the same.

@ The Company has given bank guarantee of Rs. 500 Million to The Employees Provident Fund Appellate Tribunal.

(viii) The Company has not taken any loans or borrowings from banks and government or has not issued any debentures. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and the term loans have been applied by the Company during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of paragraph 3 of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiaries or associate companies or persons connected with them and hence provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

Hemant M. Joshi

Place: Mumbai, India Partner

Date: May 26, 2017 (Membership No. 38019)

We have audited the accompanying standalone financial statements of Tech
Mahindra Limited (the Company), which comprise the Balance Sheet as at
31st March, 2016, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information for the year then
ended.

Management''''s Responsibility for the Standalone Financial Statements

The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (the Act) with respect to
the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash fows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
prescribed under section 133 of the Act, as applicable.

This responsibility also includes 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 frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

Auditor''''s Responsibility

Our responsibility is to express an opinion on these standalone
fnancial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder and the Order under
section 143 (11) of the Act.

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement. An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the financial
statements. The procedures selected depend on the auditor''''s judgment,
including the assessment of the risks of material misstatement of the
fnancial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control
relevant to the Company''''s preparation of the financial statements that
give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''''s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2016, and its profit and its cash flows for the year ended
on that date.

Emphasis of Matter

We draw attention to the following note to the financial statements:

Note 25 in respect of certain matters relating to erstwhile Satyam
Computer Services Limited (erstwhile Satyam), amalgamated with the
Company with effect from April 1, 2011 which are discussed below:

During the year the Additional Chief Metropolitan Magistrate cum
Special Sessions Court, Hyderabad vide common judgement on April 9,
2015 convicted the accused persons in 3 separate complaints instituted
by the Central Bureau of Investigation (CBI), which also covered the
matters investigated by the Serious Fraud Investigation Office (SFIO).
The Company was not named as an accused in the proceedings and in the
said judgment. The Management does not believe there will be any
further proceedings against the Company in this respect. The Company
Law Board vide its further Order dated March 1, 2016 has also struck
off the name of the Company from the array of respondent in the
petition fled by the Ministry of Company Affairs (MCA).

Further, as explained in note 25 to the financial statements, certain
non-compliances and breaches of various laws and regulations by the
erstwhile Satyam under the former Management (prior to Government
nominated Board) identified by the various agencies have been responded
to/appropriately addressed in earlier years and no further
communication has been received by the Company on these matters and
with the passage of time, the Company does not expect any further
proceedings in this regard.

The Company''''s management on the basis of current legal status and
external legal opinion, as more fully described in note 25 to the
financial statements, has concluded that (i) claims made by 37 companies
in the City Civil Court for alleged advances amounting to Rs. 12,304
million made by these companies to erstwhile Satyam, and presented
separately under ''''Suspense account (net) and (ii) the claims to these
advances fled by Enforcement Directorate under the Prevention of Money
Laundering Act in the High Court of Andhra Pradesh will not sustain on
ultimate resolution by the respective Courts as explained in the note.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards prescribed under section 133 of the Act,
as applicable.

e) On the basis of the written representations received from the
directors as on 31st March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2016
from being appointed as a director in terms of Section 164 (2) of the
Act.

f) With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in Annexure A.

g) With respect to the other matters to be included in the Auditor''''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 24, 25 and 30
to the financial statements;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts;

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

2. As required by the Companies (Auditor''''s Report) Order, 2016 (the
Order) issued by the Central Government in terms of Section 143(11) of
the Act, we give in Annexure B a statement on the matters specified in
paragraphs 3 and 4 of the Order.

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.

(b) The major portions of the fixed assets were physically verified
during the year by the Management in accordance with a regular
programme of verification, which, in our opinion, provides for physical
verification of all the fixed assets at reasonable intervals. According
to the information and explanations given to us, no material
discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the
records examined by us and based on the examination of the registered
sale deed / transfer deed / conveyance deed/ Possession Certificate/
Lease agreement/ Encumbrance Certificate provided to us, we report that,
the title deeds, comprising all the immovable properties of land and
buildings which are freehold, are held in the name of the Company as at
the balance sheet date, except the following:

Rs. in Million

Particulars of
the land Gross Net Block Remarks
and building Block as as at the
at the Balance
Balance Sheet date
Sheet date

Leasehold Land
located at IT/ITES 643.68 637.17 As per information given
to us,
Industrial Area,
Devanahalli
Bangalore Lease agreement is yet to be
entered
- 562110
admeasuring
101,173 square into by Karnataka Industrial
Areas
metres Development Board (KIADB)
with the company, pending
for few clauses to be agreed
mutually between the company
and KIADB.

Freehold land
located at
Bahadurpally, 167.98 167.98 As per the information given
to us,
Survey No.
62/1A,
Qutubullapur after payment of the stamp
duty to
Mandal,
Bahadurpally
Village,
District Registrar of state of Andhra
Pradesh
- Ranga Reddy,
Hyderabad
- 500043 the split of state of Andhra
Pradesh
admeasuring
581,711 square
metres into State of Andhra Pradesh
and state of Telangana
occurred due to

Freehold land
located at
Infocity SEZ, 141.65 141.65 which jurisdiction of
Registration
Tower - I & II
Plot No. 22 to
34, Hi-Tech office has also changed there
fore
City, Layout,
Madhapur,
Hyderabad - the final demand is not
crystallized
500081
admeasuring
79,804 square and Andhra Pradesh High
Court
metres order is not adjudicated.

Freehold land
located at
Survey 79.83 79.83
No. 44 P, Near
Bullaiah
College, New
Resapuvanipalem
Village,
Visakhapatnam -
530003
admeasuring
29,844 square
metres

Rs. in Million

Particulars of
the land Gross Net Block Remarks
and building Block as as at the
at the
Balance Balance
Sheet date Sheet date

Leasehold land
located at Plot 4.86 4.20 As per the information
given to us
No. S - 1, Maitree
Vihar Road, upon issues of letter to
the company
Chandrasekharpur,
Bhubaneswar - from General
Administration
751023, admeasuring
55,600 square Department of Government
of
metres Odisha the Company has
to pay Transfer fee based
on the value of the
property to General
Administration Department
of Government of Odisha.
On such payment the
property will be
registered in the revenue
records.

Leasehold Land
located at Survey 470.27 444.01 As per the information
given to
no. 1(P), 3(P),
8(P), 40(P), 71(P),
109, us, the Company is
awaiting for
152(P), MIHAN SEZ
Area, adjudication certificate.
Mutation
Nagpur - 441108, proceeding will be
initiated after the
admeasuring 518,241
square metres adjudications certificate
is received
from the authority.
Freehold Land
Survey No. 35/1/1B, 126.16 126.16
48/2A and 48/2C,
Bavdhan, Taluka
Haveli, Pune,
admeasuring
55,606 square
metres

In respect of immovable properties of land and buildings that have been
taken on lease and disclosed as fixed asset in the financial statements,
the lease agreements are in the name of the Company, where the Company
is the lessee in the agreement.

(ii) In our opinion and according to the information and explanations
given to us, having regard to the nature of the Company''''s business /
activities during the year, clause (ii) of paragraph 3 of the Order is
not applicable to the company.

(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Act.
Accordingly the provisions of Clause (iii) of paragraph 3 of the Order
are not applicable to the company.

(iv) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
185 and 186 of the Act in respect of grant of loans, making investments
and providing guarantees and securities, as applicable.

(v) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits. Therefore, the
provisions of the clause (v) of paragraph 3 of the Order is not
applicable to the Company.

(vi) Having regard to the nature of the Company''''s business /
activities, the maintenance of cost records has not been specified by
the Central Government under section 148(1) of the Act. Accordingly
reporting under clause (vi) of paragraph 3 of the Order is not
applicable.

(vii) According to the information and explanations given to us, in
respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees ''''State Insurance,
Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, Cess
and other material statutory dues applicable to it with the appropriate
authorities.

(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees ''''State Insurance, Income-tax, Sales Tax, Service Tax,
duty of Custom, Value Added Tax, Cess and other material statutory dues
in arrears as at March 31, 2016, for a period of more than six months
from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs
Duty, Value Added Tax and Cess which have not been deposited as on
March 31, 2016 on account of disputes are given below:

Name of Statute Nature of Forum where
Dues Dispute is pending

The Income-tax Income-tax Supreme Court
Act,1961

The Income-tax Income-tax High Court
Act,1961

The Income-tax Income-tax High Court
Act,1961

The Income-tax Income-tax Income-tax Appellate
Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate
Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate
Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate
Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate
Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate
Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate
Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate
Act,1961 Tribunal

The Income-tax Income-tax Commissioner of
Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of
Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of
Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of
Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of
Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of
Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of
Act,1961 Income-tax (Appeals)*

The Income-tax Income-tax Commissioner of
Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Assessing Offcer
Act,1961

(Rs. in million)

Name of Statute Period to which Amount Amount
the amount Unpaid paid
relates Under
protest

The Income-tax Act, 1961 Financial Year 39.55 -
2004-05

The Income-tax Act, 1961 Financial Year 2.83 -
2005-06

The Income-tax Act, 1961 Financial Years 5,967.31# -
2002-03 to 2007-08

The Income-tax Act, 1961 Financial Year 151.69 -
2003-04

The Income-tax Act, 1961 Financial Year 150.46 -
2004-05

The Income-tax Act, 1961 Financial Year 1.57 -
2005-06

The Income-tax Act, 1961 Financial Year 6.03 -
2006-07

The Income-tax Act, 1961 Financial Year 16.63 -
2007-08

The Income-tax Act, 1961 Financial Year 29.09 -
2007-08

The Income-tax Act, 1961 Financial Year 0.93 -
2008-09

The Income-tax Act, 1961 Financial Year 553.34 -
2010-11

The Income-tax Act, 1961 Financial Year 1.43 -
2007-08

The Income-tax Act, 1961 Financial Year 694.62 -
2009-10

The Income-tax Act, 1961 Financial Year 18.12 -
2007-08

The Income-tax Act, 1961 Financial Year 58.88 -
2010-11

The Income-tax Act, 1961 Financial Year 19.41 -
2011-12

The Income-tax Act, 1961 Financial Years 42.38 -
2005-06 and 2010-11

The Income-tax Act, 1961 Financial Year 898.38 -
2011-12

The Income-tax Act, 1961 Financial Year 8.11# -
2001-02

The Income-tax Act, 1961 Financial Year 56.09 -
2008-09

Name of Statute Nature of Forum where
Dues Dispute is pending

The Income-tax Income-tax Assessing Offcer
Act,1961

Finance Act, 1994 Service Tax Commissioner of
Central Excise

Finance Act, 1994 Service Tax Commissioner of
Central Excise

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal

Finance Act, 1994 Service Tax Principal Commissioner
of Service Tax

Finance Act, 1994 Service Tax Customs Excise &
Service Tax Appellate
Tribunal*

Finance Act, 1994 Service Tax Joint Commissioner,
Service Tax

Andhra Pradesh Value Sales Tax Appellate
VAT Act, 2005 Added Tax Tribunal

(Rs. in million)

Name of Statute Period to which Amount Amount
the amount Unpaid paid
relates Under
protest

The Income-tax Act, 1961 Financial Year 25.58 -
2009-10

Finance Act, 1994 Financial Years 12.86 -
2003-04 to 2006-07

Finance Act, 1994 Financial Years 11,857.56 -
2008-09 to 2013-14

Finance Act, 1994 Financial Years 86.60 6.60
2004-05 to 2007-08

Finance Act, 1994 Financial Years 118.77 10.00
2004-05 to 2008-09

Finance Act, 1994 Financial Years 46.43 41.51
2005-06 to 2007-08

Finance Act, 1994 Financial Years 169.50 3.00
2008-09 to 2010-11

Finance Act, 1994 Financial Years 96.07 96.00
2007-08 to 2010-11

Finance Act, 1994 Financial Year 11.73 -
2008-09

Finance Act, 1994 Financial Years 3,031.53 -
2012-13 to 2013-14

Finance Act, 1994 Financial Year 33.46 1.26
2008-09 to 2011-12

Finance Act, 1994 Financial Year 360.55 -
2006-07 to 2010-11

Finance Act, 1994 Financial Year 209.98 5.21
2009-10 to 2012-13

Finance Act, 1994 Financial Year 6.54 -
2013-14

Finance Act, 1994 Financial Year 77.30 -
2007-08 to 2013-14

Finance Act, 1994 Financial Year 7.62 2.69
2011-12 to 2012-13

Andhra Pradesh VAT Act,
2005 Financial Year 6.78 4.58
2007-08

Name of Statute Nature of Forum where
Dues Dispute is pending

Andhra Pradesh Value Added High Court
VAT Act, 2005/ Tax/ Sales Tax
Central Sales Tax
Act, 1956

Delhi Value Added Value The Addl.
Tax Act, 2004 Added Tax Commissioner VAT

Delhi Value Added Value The Addl.
Tax Act, 2004 Added Tax Commissioner VAT

Delhi Value Added Value The Addl.
Tax Act, 2004 Added Tax Commissioner VAT

Maharashtra Value Value Joint Commissioner of
Added Tax Act, 2002 Added Tax Sales Tax (Appeal)

Central Sales Tax Central Sales Deputy Commissioner
Act, 1956 Tax (Gujarat) of Commercial Tax
(Appeal)

Maharashtra Tax Entry Tax - Deputy Commissioner
on Entry of Goods Maharashtra (Appeal) Sales Tax
in to Local Areas
Ordinance, 2002

The Karnataka Stamp Duty High Court
Stamp Act 1957

The Customs Act, Custom Duty Customs Excise &
1962 Service Tax Appellate
Tribunal

Central Sales Tax Central Sales High Court
Act, 1956 Tax
(Tamil Nadu)

Delhi Value Added Value Commissioner, VAT*
Tax Act, 2004 Added Tax

Andhra Pradesh Value Sales Tax Appellate
Value Added Tax Added Tax Tribunal
Act, 2005

Revenue & Taxation Pennsylvania Commonwealth
Code, USA state of Pennsylvania
Income-tax Department of Revenue

Decree of the Tax on Regional Court of
President of the purchase Emilia Romagna, Italy
Republic of Italy of shares

Chad Tax Withholding Deputy General
Administration Tax/ VAT/ Manager of Tax
Corporation Authorities
Tax

Law on Tax Withholding General Tax Director
Procedure Tax/VAT/
Corporation
Tax

(Rs. in million)

Name of Statute Period to which Amount Amount
the amount Unpaid paid
relates Under
protest

Andhra Pradesh VAT Act,
2005/ Central Sales Tax
Act, 1956 Financial Years 155.65 90.09
2007-08 to 2010-11

Delhi Value Added Tax
Act, 2004 Financial Years 2.81 -
2012-13

Delhi Value Added Tax
Act, 2004 Financial Year 0.19 -
2012-13

Delhi Value Added Tax
Act, 2004 Financial Year 2.29 -
2013-14

Maharashtra Value Added
Tax Act, 2002 Financial Year 4.19 0.40
2008-09

Central Sales Tax Act,
1956 Financial Years 5.60 6.80
2006-07 to 2008-09

Maharashtra Tax on Entry
of Goods into Local Areas
Ordinance, 2002 Financial Years 41.71 6.20
2008-09 to 2011-12

The Karnataka Stamp
Act 1957 Financial Year 1.08 -
2006-07

The Customs Act, 1962 Financial Year 1.19 1.19
1996-97

Central Sales Tax Act,
1956 Financial Years 1,962.01 -
2014-15

Delhi Value Added Tax
Act, 2004 Financial Years 1.68 -
2013-14

Andhra Pradesh Value Added
Tax Act, 2005 Financial Years 0.54 0.54
2007-08 and 2009- 10

Revenue & Taxation Code,
USA Calendar Years 4.93 -
1988 - 2005

Decree of the President of
the Republic of Italy Financial Year 7.96 -
2008-09

Chad Tax Administration Calendar year 2012 6.21 -

Law on Tax Procedure Calendar year 2011 23.13 -
to 2012

* The Company is in process of fling the appeal

# The above excludes the Income-tax Draft Notices of Demand amounting
to Rs. 7,952 Million and Rs. 9,637 Million for financial years 2001-02 and
2006-07 respectively, issued by the Additional Commissioner of
Income-tax under Section 143(3) read with Section 147 of the Income-tax
Act, 1961, against which the Company has fled its objections with the
Dispute Resolution Panel, which is pending disposal.

(viii) The Company has not taken any loans or borrowings from banks and
government or has not issued any debentures. In our opinion and
according to the information and explanations given to us, the Company
has not defaulted in the repayment of loans or borrowings to financial
institutions.

(ix) The Company has not raised moneys by way of initial public offer
or further public offer (including debt instruments) and the term loans
have been applied by the Company during the year for the purposes for
which they were raised.

(x) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company by its officers or employees has been noticed or reported
during the year.

(xi) In our opinion and according to the information and explanations
given to us, the Company has paid / provided managerial remuneration in
accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under
clause (xii) of paragraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations
given to us the Company is in compliance with Section 177 and 188 of
the Act, where applicable, for all transactions with the related
parties and the details of related party transactions have been
disclosed in the financial statements etc. as required by the applicable
accounting standards.

(xiv) During the year the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures and hence reporting under clause (xiv) of paragraph 3 of the
Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations
given to us, during the year the Company has not entered into any
non-cash transactions with its directors or directors of its
subsidiaries or associate companies or persons connected with them and
hence provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-I
of the Reserve Bank of India Act, 1934.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm''''s Registration No. 117366W/W-100018)



A. B. Jani

Place: Mumbai, India Partner

Date: May 24, 2016 (Membership No. 46488)

We have audited the accompanying standalone financial statements of
Tech Mahindra Limited (the Company), which comprise the Balance Sheet
as at March 31, 2015, the Statement of Profit and Loss and the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (the Act) with respect to
the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
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 frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement. An audit involves performing
procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend
on the auditor''s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers
internal financial control relevant to the Company''s preparation of the
financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial control system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by the
Company''s Directors, as well as evaluating the overall presentation of
the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion on the
standalone financial statements.

Basis for Qualified Opinion

Attention is invited to the following matter in respect of the
erstwhile Satyam Computer Services Limited (erstwhile Satyam),
amalgamated with the Company with effect from April 1, 2011:

As stated in Note 26.3, the alleged advances to the erstwhile Satyam,
amounting to Rs. 12,304 Million (net) relating to prior years has been
presented separately under "Amounts pending investigation suspense
account (net)" in the Balance Sheet. The details of these claims and
the related developments are more fully described in the said Note.

Further, as stated in the said Note, the Company''s Management is of the
view that the claim regarding repayment of the alleged advances not
being legally tenable has been reinforced in view of the developments
described in the said Note including based on legal opinion. However,
pending the final outcome of the recovery suit filed by the 37
companies in the City Civil Court and the Enforcement Directorate
matter under the Prevention of Money Laundering Act pending before the
Honourable High Court, the Company, as a matter of prudence, at this
point of time, is continuing to classify the amounts of the alleged
advances as "Amounts pending investigation suspense account (net)", and
the same would be appropriately dealt with / reclassified when the
final outcome becomes clearer. Also, in the opinion of the Company''s
Management, even if the principal amounts of such claims are held to be
tenable and the Company is required to repay these amounts, such an
eventuality should not have an adverse bearing on either the Company''s
profits or its reserves in that period, since the Company has been
legally advised that no damages / compensation / interest would be
payable even in such an unlikely event.

In the absence of complete / required information, and since the matter
is sub-judice, we are unable to comment on the accounting treatment /
adjustments / disclosures relating to the aforesaid alleged advances
amounting to Rs.12,304 Million (net) and the related claims for damages
/ compensation / interest, which may become necessary as a result of
the ongoing legal proceedings and the consequential impact, if any, on
these financial statements. However, in the eventuality of any payment
upto Rs. 12,304 Million, against the aforesaid claims for the principal
amounts of the alleged advances, there should be no impact on the
profits / losses or reserves of the Company.

Qualified Opinion

In our opinion and to the best of our information and according to the
explanations given to us, except for the matter described in the Basis
for Qualified Opinion in paragraph above, the consequential effects, if
any, of which are not quantifiable, the aforesaid standalone financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2015, and its profit and its
cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters:

a) Notes 26.1 and 26.2 - In respect of the financial irregularities in
the erstwhile Satyam relating to prior years identified consequent to
the letter dated January 7, 2009 of the then Chairman of erstwhile
Satyam, various regulators/investigating agencies initiated their
investigations and legal proceedings, which are ongoing.

The Company''s Management is of the view that the above investigations /
proceedings would not result in any additional material provisions /
write-offs / adjustments (other than those already provided for /
written- off or disclosed) in the financial statements of the Company.

b) In respect of the non-compliances/breaches in the erstwhile Satyam
relating to certain provisions of the Companies Act, 1956, certain
employee stock option guidelines issued by the Securities Exchange
Board of India and certain matters under the provisions of FEMA,
observed in the prior years under its erstwhile management (prior to
the appointment of Government nominated Board).

As per the Company''s Management, any adjustments, if required, in the
financial statements of the Company would be made as and when the
outcomes of the above matters are concluded.

c) Note 24.5 - Appeals against the order by the single judge of the
Honourable High Court of Andhra Pradesh approving the Scheme of merger
have been filed by 37 companies before the Division Bench of the
Honorable High Court of Andhra Pradesh. No interim orders have been
passed and the appeals are pending hearing.

d) As stated in Note 29.5.2.v, erstwhile Satyam was carrying a total
amount of Rs. 4,989 Million (net of taxes paid) as at March 31, 2013
(that is, before giving effect to its amalgamation with the Company)
towards provision for taxation, including for the prior years for which
the assessments are under dispute. Subsequent to the amalgamation, duly
considering the professional advice obtained in the matter, the
Company''s Management has re-evaluated the effects of the possible
outcomes of the tax matters in dispute relating to erstwhile Satyam and
the estimated excess tax provision amounting to Rs. 2,266 Million
determined based on such evaluation in respect of the prior years has
been written back during the year ended March 31, 2014. The Company''s
Management is of the view that the balance provision for taxation
carried in the books with respect to the prior year disputes relating
to erstwhile Satyam is adequate.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government in terms of Section 143(11) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 3 and 4 of the Order.

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

(a) Except for the effects of the matter described in the Basis for
Qualified Opinion in paragraph above, we have sought and obtained all
the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) Except for the effects of the matter described in the Basis for
Qualified Opinion in paragraph above, in our opinion, proper books of
account as required by law have been kept by the Company so far as it
appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;

(d) Except for the effects of the matter described in the Basis for
Qualified Opinion in paragraph above, in our opinion, the aforesaid
standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;

(e) The matter described in the Basis for Qualified Opinion paragraph
above, in our opinion, may have an adverse effect on the functioning of
the Company;

(f) On the basis of the written representations received from the
Directors as on March 31, 2015 taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2015
from being appointed as a Director in terms of Section 164 (2) of the
Act.

(g) The qualification relating to the maintenance of accounts and other
matters connected therewith are as stated in the Basis for Qualified
Opinion paragraph above.

(h) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 26, 27, 28,
29, 30 and 32 to the financial statements;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts;

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT Re: TECH MAHINDRA LIMITED

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.

(b) The major portions of the fixed assets were physically verified
during the year by the Management in accordance with a regular
programme of verification, which, in our opinion, provides for physical
verification of all the fixed assets at reasonable intervals. According
to the information and explanations given to us, no material
discrepancies were noticed on such verification.

(ii) In our opinion and according to the information and explanations
given to us, having regard to the nature of the Company''s business /
activities during the year, clause (ii) of paragraph 3 of the Order is
not applicable to the Company.

(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the Register maintained
under Section 189 of the Act. Accordingly the provisions of sub clauses
(a) and (b) of Clause (iii) of paragraph 3 of the Order are not
applicable to the Company.

(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of fixed assets and for the sale of goods and services and
during the course of our audit we have not observed any continuing
failure to correct major weaknesses in such internal control system.
There are no purchases of inventories during the year.

(v) In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits. Therefore, the
provisions of the clause (v) of paragraph 3 of the Order are not
applicable to the Company.

(vi) According to the information and explanations given to us, the
provisions of the clause (vi) of paragraph 3 of the Order are not
applicable to the Company as the Company is not covered by the
Companies (Cost Records and Audit) Rules, 2014.

(vii) According to the information and explanations given to us, in
respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees'' State Insurance,
Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Value Added Tax, Cess and other material statutory dues
applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Value Added Tax, Cess and other material
statutory dues in arrears as at March 31, 2015, for a period of more
than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty, Value Added Tax and Cess which have not been
deposited as on March 31, 2015 on account of disputes are given below:

Rs. in Million

Name of Statute Nature of Forum where Dispute is
Dues pending

The Income-tax Income-tax Income-tax Appellate Tribunal
Act,1961



Name of Statute Period to which Amount
the amount relates involved

The Income-tax
Act,1961 Financial Year 151.69
2003-04

Name of Statute Nature of Forum where Dispute is
Dues pending

The Income-tax Income-tax Income-tax Appellate Tribunal
Act,1961

The Income-tax Income-tax Supreme Court
Act,1961

The Income-tax Income-tax High Court
Act,1961

The Income-tax Income-tax Income-tax Appellate Tribunal
Act,1961

The Income-tax Income-tax Income-tax Appellate Tribunal
Act,1961

The Income-tax Income-tax Income-tax Appellate Tribunal
Act,1961

The Income-tax Income-tax Commissioner of Income-tax
Act,1961 (Appeals)

The Income-tax Income-tax High Court
Act,1961

The Income-tax Income-tax Commissioner of Income-tax
Act,1961 (Appeals)

The Income-tax Income-tax Commissioner of Income-tax
Act,1961 (Appeals)

The Income-tax Income-tax Commissioner of Income-tax
Act,1961 (Appeals)

The Income-tax Income-tax Commissioner of Income-tax
Act,1961 (Appeals)

The Income-tax Income-tax Dispute Resolution Panel
Act,1961

The Income-tax Income-tax Commissioner of Income-tax
Act,1961 (Appeals)

The Income-tax Income-tax Commissioner of Income-tax
Act,1961 (Appeals)*

The Income-tax Income-tax Income-tax Appellate Tribunal
Act,1961

Finance Act, 1994 Service Tax Commissioner of Central Excise

Finance Act, 1994 Service Tax Customs Excise & Service Tax
Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax
Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax
Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax
Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax
Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax
Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax
Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax
Appellate Tribunal



Name of Statute Period to which Amount
the amount relates involved


The Income-tax
Act,1961 Financial Year 150.46
2004-05

The Income-tax
Act,1961 Financial Year 39.55
2004- 05

The Income-tax
Act,1961 Financial Year 2.83
2005- 06

The Income-tax
Act,1961 Financial Year 1.57
2005- 06

The Income-tax
Act,1961 Financial Year 16.63
2007-08

The Income-tax
Act,1961 Financial Year 29.09
2007-08

The Income-tax
Act,1961 Financial Year 1.43
2007- 08

The Income-tax
Act,1961 Financial Years 5,967.31
2002- 03 to 2007-08 #

The Income-tax
Act,1961 Financial Year 8.11
2001-02 #

The Income-tax
Act,1961 Financial Year 55.32
2008- 09

The Income-tax
Act,1961 Financial Year 670.98
2009- 10

The Income-tax
Act,1961 Financial Year 24.80
2009- 10

The Income-tax
Act,1961 Financial Year 515.77
2010- 11

The Income-tax
Act,1961 Financial Year 18.12
2007- 08

The Income-tax
Act,1961 Financial Year 88.88
2010-11

The Income-tax
Act,1961 Financial Year 6.03
2006- 07

Finance Act, 1994 Financial Years 12.86
2003- 04 to 2006-07

Finance Act, 1994 Financial Years 86.60
2004- 05 to 2007-08

Finance Act, 1994 Financial Years 118.77
2004- 05 to 2008-09

Finance Act, 1994 Financial Years 46.43
2005- 06 to 2007-08

Finance Act, 1994 Financial Years 169.50
2008- 09 to 2010-11

Finance Act, 1994 Financial Years 179.78
2007- 08 to 2010-11

Finance Act, 1994 Financial Years 11,857.56
2008- 09 to 2013-14

Finance Act, 1994 Financial Year 11.73
2008-09

Finance Act, 1994 Financial Years 893.60
2012-13 to 2013-14


Name of Statute Nature of Forum where Dispute is
Dues pending

Andhra Pradesh Value Added Sales Tax Appellate Tribunal
VAT Act, 2005 Tax

Andhra Pradesh Sales Tax / High Court
VAT Act, 2005/ Value Added
Central Sales Tax Tax
Act, 1956

Central Sales Tax Central Sales The Appellate Deputy
Act, 1956 Tax Commissioner (Commercial Tax)

Delhi Value Added Value Added The Addl. Commissioner VAT
Tax Act, 2004 Tax

Delhi Value Added Value Added The Addl. Commissioner VAT
Tax Act, 2004 Tax

Delhi Value Added Value Added The Addl. Commissioner VAT
Tax Act, 2004 Tax

The Maharashtra Value Added Joint Commissioner of Sales Tax
Value Added Tax Tax (Appeal)
Act, 2002

Central Sales Tax Central Sales Deputy Commissioner of
Act, 1956 Tax (Gujarat) Commercial Tax (Appeal)

Himachal Pradesh Value Added Additional Excise and Taxation
Value Added Tax Tax Commissioner Cum-Appellate
Act, 2005 Authority

Maharashtra Tax Entry Tax - Deputy Commissioner (Appeal)
on Entry of Goods Maharashtra Sales Tax
in to Local Areas
Ordinance, 2002

Wealth Tax Act, Wealth Tax Commissioner Wealth Tax
1957 (Appeal)

Revenue & Taxation Franchise Tax State Board of Equalization,
Code, USA California

Revenue & Taxation Pennsylvania Commonwealth of Pennsylvania
Code, USA state Income- Department of Revenue
tax

Decree of the Tax on Regional Court of Emilia
President of the purchase of Romagna, Italy
Republic of Italy shares

The Karnataka Stamp Duty High Court
Stamp Act 1957

The Customs Act, Custom Duty Customs Excise & Service Tax
1962
Appellate Tribunal

Chad Tax Withholding Deputy General Manager of Tax
Administration Tax Authorities



Name of Statute Period to which Amount
the amount relates involved


Andhra Pradesh
VAT Act, 2005 Financial Year 6.78
2007-08

Andhra Pradesh
VAT Act, 2005/
Central Sales Tax
Act, 1956 Financial Years 155.65
2007- 08 to 2010-11

Central Sales Tax
Act, 1956 Financial Year 37.29
2011-12

Delhi Value Added
Tax Act, 2004 May 2012 2.81

Delhi Value Added
Tax Act, 2004 Financial Year 0.19
2012- 13

Delhi Value Added
Tax Act, 2004 Financial Year 2.29
2013- 14

The Maharashtra
Value Added Tax
Act, 2002 Financial Year 4.19
2008- 09

Central Sales Tax
Act, 1956 Financial Years 5.60
2006-07 to 2008-09

Himachal Pradesh
Value Added Tax
Act, 2005 Financial Year 7.83
2013-14

Maharashtra Tax
on Entry of Goods
in to Local Areas
Ordinance, 2002 Financial Years 41.71
2008-09 to 2011-12

Wealth Tax Act,
1957 Financial Years 19.24
2006-07 to 2008-09 @
and 2010-11

Revenue & Taxatior
Code, USA January 2003 - 9.03
December 2005

Revenue & Taxation
Code, USA Financial Years 4.64
1988 - 2005

Decree of the
President of the
Republic of Italy Financial Year 8.14
2008-09

The Karnataka
Stamp Act 1957 Financial Year 1.08
2006-07

The Customs Act,
1962 Financial Year 1.19
1996-97

Chad Tax
Administration Calendar year 2012 4.12

* The Company is in process of filing the appeal

@ The Company has paid Rs. 20 Million under protest after March 31, 2015

# The above excludes the Income-tax Draft Notices of Demand amounting
to Rs. 7,952 Million and Rs. 9,637 Million for financial years 2001-02 and
2006-07 respectively, issued by the Additional Commissioner of
Income-tax under Section 143(3) read with Section 147 of the Income-tax
Act, 1961, against which the Company has filed its objections with the
Dispute Resolution Panel, which is pending disposal.

(d) The Company has been generally regular in transferring amounts to
the Investor Education and Protection Fund in accordance with the
relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules
made thereunder within time.

(viii) Except for the consequential effects, if any, of our comments in
paragraph under ''Basis for Qualified Opinion'' section of the
Independent Auditors'' Report which are not quantifiable, the Company
has accumulated profits at the end of the financial year and the
Company has not incurred cash losses during the financial year covered
by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks and debenture holders. According to the information and
explanations given to us, there are no dues payable to financial
institutions.

(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks and financial institutions
are not, prima facie, prejudicial to the interests of the Company.

(xi) According to the information and explanations given to us, the
Company did not avail any term loan during the year.

(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants

(Firm''s Registration No. 117366W/W-100018)

A. B. Jani

Place: Mumbai, India Partner

Date : May 26, 2015 (Membership No. 46488)