Code of Ethical Conduct

What is it??
• Specifies the code of ethical business conduct of Tech Mahindra and its subsidiaries (herein after referred to as “Tech Mahindra”/”Company”).
• This policy is indicative and associates are advised to be aware of specific nuances as applicable per laws of the land.
• This policy applies to all associates globally to ensure consistent understanding and application of values including integrity, behavior while
ensuring due respect for local customs and tradition.

Objective:
The Directors, both executive and non-executive, and Associates are responsible for carrying out their duties in an honest, fair, diligent and
ethical manner, within the scope of the authority conferred upon them and in accordance with the laws, rules, regulations, agreements,
guidelines, standards and internal policies, including such other requirements which are incidental thereto.

Scope:
The code of conduct is applicable to:
(i) Both executive and non-executive Directors of the company
(ii) All Associates of the company on permanent and contract role.
(iii) Other than associates, it will be also be applicable to suppliers, distributors, business contacts, agents, advisors,
business associates current and potential clients, customers and others acting on the Company’s behalf.
(iv) While dealing with government and public bodies, including their advisors, representatives and officials, politicians
and political parties.
The Board of Directors of Tech Mahindra has adopted this Code of Ethical Business Conduct as a testimony of its
commitment to adhere to the standards of loyalty, honesty, integrity and to avoid any kind of conflicts of interest.
 Code of Ethical Conduct
Training & Certification:
Tech Mahindra’s training Program for Code of Ethical Business and Conduct (CEBC) and Policy on Prevention of Sexual Harassment is intended to
give associates the understanding and awareness required to carry out their responsibilities in compliance with legislation and regulations.
All associates are required to complete training and mandates as assigned acknowledging that they have read, understood and comply with
CEBC Policy.
All associates are required to clear an assessment test within 30 days of commencement of their employment and whenever considered
necessary

Complying with Legal Requirements:

Complying with laws
The policy of Tech Mahindra is to comply strictly with all laws governing its operations, and to conduct its affairs in keeping with the highest level
of moral, legal and ethical standards. Accordingly, the Directors and Associates shall respect and obey the laws of the jurisdictions in which Tech
Mahindra operates and comply with all applicable laws, rules, regulations, agreements, guidelines, standards and internal policies, including
other requirements incidental thereto. The company has an Insider Trading Policy, the adherence of which shall be ensured, in letter and spirit.
Competing Fairly
All Directors and Associates are obligated to deal fairly with each other, and with the Company’s customers, suppliers, competitors and third
parties. Directors and Associates should not take undue advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation or any other unfair dealing or practice. They should not discriminate on the basis of gender, race, nationality,
caste and creed.
Directors and Associates should avoid actions that could reasonably be construed as being anticompetitive, monopolistic or otherwise contrary
to laws governing competitive practices in the marketplace, including antitrust laws.
 Code of Ethical Conduct
Acting with integrity:

LEGAL, HONEST AND ETHICAL CONDUCT:

The Directors and Associates are required to conduct their duties legally, honestly and ethically while acting for and on behalf of Tech Mahindra
or in connection with its business or operations. They shall:
• Act in the best interests of, and fulfil their fiduciary duties to the stakeholders of the company;
• Act honestly, fairly, ethically, with integrity and loyalty;
• Conduct themselves in a professional, courteous and respectful manner;
• Act in good faith, with responsibility, due care, competence, diligence and independence;
• Act in a manner to enhance and maintain the reputation of the company;
• Treat their colleagues with dignity and shall not harass any of them in any manner.
Conflict of interest:
The policies and procedures under this code requires that the Directors and Associates of Tech Mahindra shall avoid any activity or association
that creates or appears to create a conflict between the personal interests of the Directors and Associates and the business interests of the
company.
OTHER EMPLOYMENT / ASSIGNMENTS :
The Executive Directors and Associates of TECH MAHINDRA shall devote themselves exclusively to the business of the company and shall not
accept any other work or assignment for remuneration (part-time or otherwise). The Directors and Associates are expected to avoid even the
remote appearance of a conflict of interest even if the activity is non-remunerative.
 Code of Ethical Conduct
DISCLOSURE OF INTEREST BY DIRECTOR :
The Directors shall disclose conflicts of interest that Directors may have regarding any matters that are placed before the Board, and abstain from
discussion and voting on any matter in which the Director has or may have a conflict of interest and shall make available and share with other
directors, the information as maybe appropriate to ensure proper conduct & sound operations of tech mahindra
OTHER DIRECTORSHIPS
Acceptance of directorship on the Boards of other Companies which compete with Tech Mahindra amounts to conflict of interest. The Directors
and Associates shall obtain the prior approval of the Board of Directors before they accept such directorship(s).
Related Parties
The policies and procedures of Tech Mahindra require the Directors and the Associates to avoid conducting any kind of business of the
company, with their relatives or their significantly associated companies, firms and other businesses. In case of conflicts, disclosure shall be
made to the Board of Directors and its approval shall be obtained before proceeding further.
Others
Conflict of interest may arise in the form of awarding of benefits, such as increase in salary or remuneration, posting, promotion
or recruitment of relatives of associates of Tech Mahindra, where such individual is in a position to influence the decision with
respect to such benefits.
BRIBERY / KICKBACKS / GIFT AND HOSPITALITY
Bribery is an offer or receipt of any gift, loan, fee, reward or other advantage to or from any person as an inducement to do something which is
dishonest, illegal or a breach of trust.
The Company does not make, and shall not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small,
unofficial payments made to secure or expedite a routine action by an official. Kickbacks are typically payments made in return for a business
favor or advantage. All associates must avoid any activity that might lead to a facilitation payment or kickback being made or accepted.
 Code of Ethical Conduct
SUSPECTED FRAUDULENT BEHAVIOR
Any acts of commission or omission which are detrimental to the business of the company i.e., bribery, corruption, fraud, pilferage, theft etc., will
be termed as misconduct. Any such suspected fraudulent behavior is liable to be investigated as per process laid down and defined by the
CORPORATE OMBUDSMAN and the Associate/s concerned is / are liable to face appropriate disciplinary action including termination from the
services of the company which may extend to legal action.
MAINTAINING CONFIDENTIALITY OF INFORMATION
The Directors and Associates must maintain confidentiality of information relating to the affairs of Tech Mahindra having gained knowledge of
such information in the course of their service as Directors or Associates, until and unless authorized or legally required to disclose such
information; and shall not use confidential information and other corporate opportunities for their personal advantage.
INSIDER TRADING
Directors and Associates are prohibited from using material information pertaining to the company before it is made public, for financial or other
personal benefit or conveying this information to others. This constitutes a violation of Insider Trading policy and may even violate the law. This
includes buying or selling the securities of the Company or its subsidiaries about which associate may have material non-public information and
giving this “inside information” to anyone else who might deal in securities of the company or its subsidiary(s) based on the information shared.

Protecting Assets:
PROTECTION AND USE OF COMPANY ASSETS
The Directors and Associates shall protect the assets of Tech Mahindra and ensure their efficient and proper use. All company assets should be
used for legitimate business purposes. The assets of TECH MAHINDRA should not be used for other than business requirements of the company.
Incidental personal use, if reasonable, does not amount to violations under this code.
We will protect our brand, physical, financial and intellectual assets.
 Code of Ethical Conduct
MANAGEMENT AND MITIGATION OF RISKS
Company’s Business continuity and crisis management plan includes development and implementation of viable business plans to prevent
potential business disruptions and resume business operations within acceptable time frames and at agreed service levels for the identified key
products and services. The objective of this plan is to delight and balance the interest of its key stake holders by addressing continuity
requirements across regions and facilities in office locations. The company implements rigorous plans to ensure safety and welfare of Associates
and to protect the assets and information from and during a disruption.
INFORMATION SECURITY
Information security is the responsibility of all Associates and Directors of Tech Mahindra. All Associates and Directors should comply and adhere
to the acceptable use of computer resources such as data protection, information classification & protection, password usage & management,
and third party access. Information security is classified as both tangible assets such as systems and business equipment facilities as well as
intangible assets such as information technology, propriety information, intellectual property and relationships with customers and suppliers.
Any act of breach or violation against Tech Mahindra’s information security policy will be viewed seriously and suitable disciplinary action will be
initiated.
MAINTAINING AN EQUITABLE AND SAFE WORKPLACE :

EMPLOYMENT PRACTICES
The policy of the Company is to provide equal opportunities to all its Associates without being biased to their race, region, caste, religion, colour,
ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability. The company has a policy to eliminate overt and
covert bias in recruiting, promoting and separating male and female Associates. The company strives to hire people on the basis of their
qualifications, prior experience, expertise and abilities, local and constitutional law mandate with regard to recruitment (if any) and is
determined to provide a work environment free of any form of unlawful discrimination.
 Code of Ethical Conduct
SEXUAL HARASSMENT
The Company’s Policy on Prevention of Sexual Harassment aims at bringing ‘zero tolerance’ policy on any act of sexual
harassment / any discrimination based on sex and promote a work environment that encourages mutual respect, promotes
respectful and congenial relationships between Associates, and is free from all forms of sexual harassment to any Associate or
applicant for employment by anyone including vendors, or customers.
DRUGS, ALCOHOL AND SMOKING
1.All associates including third party vendor personnel working in Tech M premises must be free of impairment due to alcohol or drugs (banned
substance)
2.Alcohol
3.Unauthorized possession or use of alcohol at Tech Mahindra premises is prohibited
4.Drugs
5.The illegal possession, use, sale, manufacture or distribution of illegal drugs (including the abuse or misuse of legal drugs) at company
premises or while on company business activities is banned.
6.Tech M maintains an abuse-free workplace. All its Suppliers and their Workers, are required to ensure that their employees, independent
contractors and consultants, and all individuals whom they engage to work on Tech Mahindra premises and/or Tech Mahindra projects under
their control and/or supervision, are compliant with Tech M abuse-free workplace standards.
7.Smoking
8.We owe and assure a smoke free environment for our Associates. Barring designated areas (referred as “Smoking zones”, the entire office
premises including conference rooms, lobbies, are declared as “No-Smoking Zones”.
 Sustainability Initiatives
Our Vision :

To be in the Top-5 IT service companies of the world and amongst the top-3 sustainable organizations within India by 2021.
•Focused responsible business growth
•Focus on enhance operational eco-efficiency
•To be rated amongst the top brand to work for

Mahindra Sustainability Framework:

People: Enabling stakeholders to rise Profit: Building Enduring business
• Build a great place to work • Grow Green revenue
• Foster inclusive development • Mitigate risk including climate risk
• Make sustainability personal • Make supply chain sustainable
• Embrace technology & innovation
Planet: Rejuvenating the environment • Enhance brand Equity
• Achieve carbon neutrality
• Become Water positive
• Ensure no waste to land fill
• Promote Biodiversity
 Sustainability Initiatives
At Tech Mahindra, we under take materiality as one of the critical processes in identifying and prioritizing the most pertinent issues. We review
the progress of our material matters annually after discussions with our stakeholders and also update some of the aspects of materiality matrix
if needed.

In identifying our Stakeholders, we consider impact on: 1.External stakeholders includes-

•Revenue • Customers,
•P&L • Partners & collaborators,
•Business Continuity • Academic institutions
•Brand Value • Suppliers & vendors
•Operating Cost • External users of systems
•Compliance & Regulation • Government & authorities
•Business Growth • NGOs, local communities
• Regulators
1.Internal stakeholders includes- • Society at large
• Organization facility/Location • Investors & shareholders
• Department Heads
• Associates
• The materiality topics are identified and aligned after the
inputs of stakeholders and peer benchmarking. Our material
topics are aligned with roadmap targets, policies, procedures,
risk register, strategies and BSC.
 Sustainability Initiatives
Changing Climate:
• Scope 1 + 2 reduced by 3.10% against FY 2019
and 6% against baseline year FY 2016
• Reduction of 23683+ MTCO2e emissions through
Renewable energy
• Supporters of TCFD and Caring for Climate
Water stewardship:
Recycled more than 590 million liters of water
in FY 2020
• 1 mn liters of ground water level recharged
through Rain Water Harvesting plants in FY2020
• 5.4% reduction in water intensity
(kl/employee) against FY 2019
Energy Utilization:
• Increase RE from 1.77% (in baseline year FY
2016) to 17.60% this year
• Energy intensity reduced by 4% against FY
2019 & 24.03% against baseline year FY 2016
• Reduction of 6000+ MTCO2e through LEDs,
occupancy sensors, AC sensors and efficient
equipment
New Terrain:
• Reduction in Paper Consumption by
21% as compared to previous year FY
2019
• Planted 26,000 trees in FY 2020
• 92% of waste reused / recycled /
upcycled/ sold to recycler
INDUSTRIAL IMPACT:
• Virtualized 30,000 servers saving more than 1
lakh MTCO2e
• Audited and assessed 66 suppliers and
conducted workshops for 80 key suppliers till FY
2020.
• Joined SBTi Business Ambition to support
reduction of emissions & hold further increase
to 1.50 C.
 Sustainability Initiatives
Observations & Recommendations Supplier Performance Review Feedback on

Good points: Focus points:

1. Code of conduct and workplace management:
• Workplace management policies •Tracking GHG emissions (Scope 1 & 2) for
• Training/Induction program operation
• Written labor policy in place •Reporting the emission on global platform
• Written Diversity/equal opportunity for employment policy •Establish the environmental targets &
• Proactive in learning/development for employees objectives to improve environment
performance
2. Occupational health & safety: •Set up sustainability target & goal in order
• Written safety & health policy to minimize impact on environment.
• Strictly following health & safety checklist for employees •Should have a written BCP policy
• Conducting safety related training for employees
3. Environment management:
• Written environment policy

Sustainable development Goals
SDG prioritized and identified
SDG 3 Good Health and Well Being
SDG 4 Quality Education
SDG 5 Gender Equality
SDG 6 Clean Water and Sanitation
SDG 7 Affordable and clean energy
SDG 8 Decent Work and Economic Growth
SDG 9 Industry, Innovation and Infrastructure
Sustainability Initiatives
Project implemented and impacts of action
•Relief work during COVID 19 by graduates from Tech Mahindra Foundation (TMF) ‘Healthcare Academies’
•Makers Labs (R&D centers) developed an AI enabled Chatbot & a healthcare App to assist government & citizens during Covid-19
•Tele-health services for ‘ArogyaSetu’, a mobile application developed by Government of India during COVID-19
•‘Health ATM’, a digital health kiosk, developed by Tech Mahindra to enable affordable healthcare for all
•‘Your Dost’-online wellness platform to support for emotional difficulties
•Education for Skilling and School Education at Tech Mahindra Foundation ensure quality education to youth and children from urban
marginalized sections of society
•Shikshaantar, our teacher capacity building program ensures quality education for children to constantly evaluate and introduce new
teaching and learning methods and have better learning outcomes among children in primary schools.
•Inclusivity, pillar of TMF's CSR programs is a cross-cutting theme across our skilling and school education programs
•50% of the beneficiaries of the CSR interventions are female. This is part of commitment to gender equality and empowerment of women &
girls.
• We are constantly working with our suppliers on effective water management through predictive AI model and development of New
product and services that help reduce operational water consumption, predict water availability and prepare better for water related impacts
•By enabling technologies like AI, IoT, 5Getc, we are bringing efficiency in the use of energy
•Renewable energy efficient solutions are removing inefficiency & enabling reliable energy
•'Microgrid as a Solution' enables easy access to sustainable energy for communities
•IoT-based solution 'Connected Solar Plants' can connect solar plants globally, and helps in
•forecasting production, monitoring substations, analyzing real-time trends and graphs, auditing and reporting energy production. The plug-
and-play device supports ends timely alerts and notifications during critical events to avoid any inadvertent incidents.
SMART Academies of TMF are catalysts to furthering the principle of assuring a dignified living to young beneficiaries. Youths are trained
from socio-economic less privileged backgrounds in various specialized skill courses and assisting them with job opportunities
GAiA, is our open source AI platform to solve business and environmental problems
IoT based Micro grid As A Service to promote Sustainable living integrated with Smart Grid CAPE - Renewable energy projects for
improving community housing, lowering CO2 emissions, reducing energy poverty, generating savings for communities, and developing the
local economy through employment generation
 Sustainability Initiatives
Sustainable development Goals
SDG prioritized and identified
SDG 10 Inequalities
SDG 11 Sustainable Cities & communities
SDG 13 Climate Action
Partnerships for Goals
Project implemented and impacts of action
• Equal access to opportunities is critical to reduce inequalities. TMF facilitates the employment of the youth after
providing them training in specialized vocational courses. This enables the Foundation to remain committed to achieving
the greater good for the communities while alleviating economic inequalities
•In-house Smart Solutions like Smart Street Light, Smart Waste Management Systems, Smart Meter, and Smart Parking
can be managed remotely through a smart city portal using Unified Monitoring and Command Centre (UMACC)
•Smart Building Management solutions help in managing energy, efficiently within buildings and also help in reducing
energy
•Developed by Tech Mahindra, #AI4Action, global collaborative community of thinkers, tinkerers, innovators and
researchers from educational institutes and corporations focused on solutions to tackle climate change.
•AI-powered ACUMOS platform helps addresses environmental challenges impacting the world. It provides access to,
participants to access, build, share and deploy AI-powered applications to tackle climate changes.
•We are signatory to Caring for Climate and are supporters of TCFD
•Our commitment to reduce our Scope 1 and 2 emissions by 22% until 2030 and 50% until
•2050 is approved by SBT
•Our employees are advocating the use of eco-friendly products to protect the environment
•and ensure a sustainable future.
•Ourorganizationwideinitiativeslike'3-4-3forIndividualSocialResponsibility','Ridefor
•Pride' etc., and the current 'work from home' are ensuring carbon neutral future
•Our Collaborative approach to address some of the global challenges like health care, climate change, inequality etc. is
accelerated by partnering with government, NITI Aayog and global organization like UNGC, CDP etc. (as evidenced
during the Covid -19 Crisis), industry, academia and thinkers (as in the case of climate action)
•Our Innovation across the globe is facilitated through Makers Labs (our R&D centers), and powered through partnership
and collaboration ecosystem to develop sustainable and inclusive solutions for the future.
•We have partnered with University of Sydney where students are working on projects across areas like community
development, sustainability, law, technology, farming, banking and health. Our Partnerships work on the foundation of
trust and is based on models that are scalable and sustainable in the long run.
•TMF works in partnership with 139 NGOs to create an atmosphere and ecosystem of collaboration, cross-learning,
mutual benefit of partners and communities alike.
 Sustainability Initiatives
Awards & Accolades
 Key Learnings
 Understood the Corporate Governance policies
framework like Equality, POSH, Bribery, Board Formation,
Anti slavery etc.
 The effect of CSR activities in effectively building the
brand image
 The Framework of Defining the objectives like in POSH
we defined what is work place and what comes under
sexual Harassment.
 The Mitigation measures and Problem solving steps in a
structured manner.
 Role of HR and corporate Ombudsman in solving the
Complex ethical or Statutory problems.