HR-PO717 |1.

8
 Table of Contents

CEO'S MESSAGE 4
1. INTRODUCTION 5
2. OBJECTIVE 5
3. SCOPE 5
4. TRAINING AND CERTIFICATION 5
5. VALUES, VISION & RISE 6
6. CORPORATE SOCIAL RESPONSIBILTY 7
7. COMPLYING WITH LEGAL REQUIREMENTS 7
7. COMPLYING WITH LAWS 7
7.2 COMPLIANCE TO SCHEDULE IV TO THE COMPANIES ACT 8
8. ACTING WITH INTEGRITY 8
8.1 LEGAL, HONEST AND ETHICAL CONDUCT 8
8.2 CONFLICT OF INTEREST 8
8.3 OTHER EMPLOYMENT / ASSIGNMENTS 8
8.4 DISCLOSURE OF INTEREST BY DIRECTOR 8
8.5 OTHER DIRECTORSHIPS 9
8.6 NON-SOLICITATION 9
8.7 COMPETING FAIRLY 9
8.8 COMMUNICATION 9
8.9 BRIBERY / KICKBACKS / GIFT AND HOSPITALITY 9
8.10 SUSPECTED FRAUDULENT BEHAVIOR 10
8.11 WORKING WITH THE GOVERNMENT 10
9. EQUITABLE AND SAFE WORKPLACE 10
9.1 EMPLOYMENT PRACTICES 10
9.2 SEXUAL HARASSMENT 11
9.3 HEALTH AND SAFETY 11
9.4 ENVIRONMENTAL COMPLIANCE 11
9.5 HUMAN RIGHTS & MODERN SLAVERY 11
9.6 HARASSMENT 12
9.7 DRUGS, ALCOHOL AND SMOKING 13
9.8 SOCIAL MEDIA GUIDELINES 13
10. PROTECTING ASSETS & DATA 14
10.1 PROTECTION AND USE OF COMPANY ASSETS 14
10.2 INTELLECTUAL PROPERTY 14
10.3 LEGAL HOLDING OF DATA 14
10.4 INFORMATION SECURITY & CONFIDENTIALITY 14
10.5 DATA PRIVACY AND DATA PROTECTION 15

2 CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential

 10.6 DATA PROTECTION OFFICER (DPO) - PRIVACY ISSUES/COMPLAINTS 15
10.7 BUSINESS COUNTINUITY 16
11. STAKEHOLDERS 16
11.1 CUSTOMERS 16
11.2 PARTNERS 16
11.3 SUPPLIERS 16
11.4 COMMUNITY 17
11.5 NON ALLIANCE WITH POLITICAL PARTIES 17
12. INVESTOR RELATIONS, TRADING AND REGULATION 17
12.1 INVESTOR RELATIONS 17
12.2 INSIDER TRADING 18
12.3 INTERNATIONAL TRADE CONTROL 18
12.4 MONEY LAUNDERING PREVENTION 18
12.5 CONTROLLERSHIP 19
12.6 DISCLOSURE STANDARDS 19
13. RAISING CONCERNS/COMPLAINTS 19
13.1 CORPORATE OMBUDSMAN 19
13.2 WHISTLE BLOWER 19
14. INDEMNITY & DISCIPLINARY ACTIONS 19

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 3

 Ethics
h has
h always
l been and will continue to be the key pillar of
our Purpose and Core Values. We share a commitment to
operate with the highest ethical standards and make a positive
difference in everything we do.

Our Code of Ethical Business Conduct (CEBC) is more than just

a policy; it characterizes who we are, how we live and how we
lead.

Living by a clear set of values, ethics and standards has enabled

us to earn the trust of the TechMighties, our clients, partners
and the communities we engage with. This has enabled us to
create a sustainable competitive advantage and strengthen
our brand positioning.

As powerful as our culture of integrity is, our reputation can be

damaged with just one small lapse. So, we must continuously
stay vigilant to in all our dealings.

You should never compromise your personal integrity or Tech

Mahindra’s reputation and trust in exchange for any short-term
gain. Be transparent about your motives, learn from your
mistakes, and ask for help when you are confronted with a
difficult situation.

This Code of Ethics and Business conduct has been designed to

help you in ensuring this. I would encourage everyone
associated with or acting on behalf of Tech Mahindra to feel
free to ask questions and raise concerns when something
doesn’t seem right.

Let’s all work together to ensure that acting with integrity

remains core to our culture.

#TogetherWeRise

Cheers,
CP

4 CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential

 3. SCOPE
The Code of Ethical Business Conduct is
applicable to:
(i) Both Executive and Non-executive
Directors of the company
(ii) All Associates of the company on
1. INTRODUCTION permanent and contract role

This document specifies the Code of Ethical (iii) Suppliers, Distributors, Business contacts,
Business Conduct for Tech Mahindra and its Agents, Advisors, Business associates,
Subsidiaries (herein after referred to as “Tech current and potential Customers and
Mahindra”/” Company”). The Board of Directors others acting on the Company’s behalf
of Tech Mahindra has adopted this Code of
Ethical Business Conduct as a testimony of our The guidelines given in this code are
commitment to adhere to the highest indicative and not exhaustive and
standards of integrity and to avoid any kind of compliance with the code should be
conflicts of interest. All stakeholders covered established with other applicable company
under this code are advised to be aware of policies & procedures and the applicable
specific nuances as applicable in line with laws laws of land. In the event of any conflict
of the land to ensure consistent understanding between the provisions of this code and
and application of the guidelines mentioned in any other statutory enactments / rules, the
this code, while ensuring due respect for local provisions of such statutory enactments /
legislation, customs, and tradition. rules shall prevail over this Policy. It is
hereby clarified that the requirement to
comply with this code does not constitute
an express or implied promise of continued
employment with Tech Mahindra. Any
amendments to this code shall be first
approved by the Board of Directors and
2. OBJECTIVE promptly disclosed on the company’s
website. In the event, of any changes
The objective of this Code is to provide required to be performed prior to the board
guidance to all stakeholders for carrying out approval, this would be accordingly ratified
their conduct in an ethical and transparent by the board of directors in the subsequent
manner and in accordance with the laws, board meeting.
internal policies and established procedures.

4. TRAINING AND CERTIFICATION

Tech Mahindra’s training Program for Code of Ethical Business and Conduct (CEBC) 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. Reporting
Managers are responsible for ensuring that associates who report to them, directly or indirectly,
comply with this policy and complete certification and training required. All associates are
required to clear an assessment test within 30 days of commencement of their employment.
Associates will receive communication about the mandate along with instructions and deadlines.

Timelines Action

1. Beyond 30 days E-mail warning

2. Beyond 60 days • Warning letter + a note will be added in PMS

• Any changes on career progression and compensation will be kept on
hold until completion of mandatory certification by the Associate
• Performance Bonus, Variable Pay, Sales Incentive and any other
performance linked bonus as applicable will be kept on hold till such
time the training & certification is completed (in accordance with
local legislative guidelines)

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 5

 5. VALUES,
VISION &
RISE

VALUES
PROFESSIONALISM: Tech Mahindra has always
sought the best people for the job and given
them the freedom and the opportunity to grow.
Tech Mahindra will continue to do so. Tech
Mahindra will support innovation and RISE
well-reasoned risk taking but will demand
Rise is a simple yet powerful word that
performance.
defines the Mahindra Group. It gives the
GOOD CORPORATE CITIZENSHIP: As in the brand a meaning and purpose. It was formally
past, Tech Mahindra will continue to seek defined in 2011 as an evocative brand
long-term success, which is in alignment with philosophy that unified all Mahindra Group
the needs of the countries it serves. Tech companies.
Mahindra will do this without compromising
The last decade has changed the world in
ethical business standards.
diverse ways, more specifically with the rise
CUSTOMER FIRST: Tech Mahindra exists and of disruptive technologies, the start-up
prospers only because of the customer. Tech ecosystem, climate change – and of course,
Mahindra will respond to the changing needs the pandemic. While the brand’s philosophy
and expectations of its customers speedily, remained intact, there was a need felt to
courteously, and effectively. simplify and sharpen its commitments by
focusing on stronger business results, and
QUALITY FOCUS: Quality is the key to future-ready innovation.
delivering value for money to Tech Mahindra’s
customers. Tech Mahindra will make quality a Mahindra Group refreshed its brand by
driving value in its work, in its products and in defining a new core purpose and brand pillars
its interactions with others. Tech Mahindra will in line with the Rise philosophy. The
do it ‘First Time Right.’ refreshed brand pillars to align better with
global issues, and how the Mahindra Group is
DIGNITY OF THE INDIVIDUAL: Tech Mahindra solving them – Rise for a MORE EQUAL
will value individual dignity, uphold the right to WORLD, Rise to be FUTURE-READY, and Rise
express disagreement and respect the time and to CREATE VALUE.
efforts of others. Through its actions, Tech
Mahindra will nurture fairness, trust, and Tech Mahindra’s first brand pillar “Rise for a
transparency. More Equal World” is about taking care of its
communities. Tech Mahindra will do this by
focusing on three elements – Climate Change,
Inclusion and Ethics.

Tech Mahindra’s second brand pillar “Rise to

be Future-Ready” is about taking care of its
customers. Tech Mahindra does this by
converging its efforts on three elements –
Customer Focused, Technology and
Innovation.

VISION Tech Mahindra’s third brand pillar is to “Rise

to Create Value” and is about growing its
We will drive positive change in the lives of our
business. Tech Mahindra does this by
stakeholders and communities across the
concentrating its actions on three elements –
world by being agile, customer-centric and
Entrepreneurship, Scale and Impact
purpose-led company, delivering best-in-class
technology led business solutions.

6 CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential

6. CORPORATE
SOCIAL RESPONSIBILITY
Tech Mahindra has an obligation towards the communities in
which we operate, to help in whatever way we can improve
the quality of life. We work extensively on the vision of
‘Empowerment through Education’ with three key focus
areas – Education, Employability and Disability to empower
all to Rise.

Mahindra Educational Institutions are focused on higher

education, promoting research & development and
collaboration with other renowned institutions to
contribute towards the goal of high-quality technical
education systems in India, MEI is sponsoring
body of Mahindra University.

For more details, please read Policy on Corporate

Social Responsibility

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 7

 7. COMPLYING WITH LEGAL
REQUIREMENTS
7.1 COMPLYING WITH LAWS
The company’s objective 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 rules and internal policies.
The Directors and Associates are expected to
be aware of all relevant laws and regulations 7.2 COMPLIANCE TO
involving their responsibilities as Associates of SCHEDULE IV
Tech Mahindra and refrain from any illegal, TO THE COMPANIES ACT
unethical, or otherwise improper activities.
When in doubt, the Directors and Associates The Independent Directors shall also abide by
may seek assistance from the Legal team of the Code and Duties as laid down under
the company. Schedule IV to the Companies Act, 2013

8. ACTING WITH INTEGRITY

The company’s objective is to conduct all our 8.2 CONFLICT OF INTEREST
business in an honest and ethical manner. We have
a zero-tolerance approach to bribery, corruption The policies and procedures under this code require
and are committed to act professionally, fairly and that all stakeholders representing Tech Mahindra
with integrity in all our business dealings and shall avoid any activity or association that creates or
relationships. All stakeholders representing Tech appears to create a conflict between their personal
Mahindra or acting on our behalf, must follow the interests and the business interests of the company.
guidelines mentioned below.
8.3 OTHER EMPLOYMENT / ASSIGNMENTS
8.1 LEGAL, HONEST AND
The Executive Directors and Associates of Tech
ETHICAL CONDUCT
Mahindra shall devote themselves exclusively to the
business of the company and shall not accept any
All stakeholders are required to conduct their
other work or assignment either directly or
duties legally, honestly, and ethically while acting
for and on behalf of Tech Mahindra or in indirectly without proper authorization for
remuneration (part-time or otherwise). The Directors
connection with its business or operations. They
and Associates are expected to avoid even the
shall:
remote appearance of a conflict of interest even if
the activity is non-remunerative.
• Act in the best interests of and fulfil their
fiduciary duties to the stakeholders of the
company
8.4 DISCLOSURE OF
• Act honestly, fairly, ethically, with integrity
INTEREST BY DIRECTOR
and loyalty
The Directors shall disclose conflicts of interest that
• Conduct themselves in a professional,
Directors may have regarding any matters that are
courteous, and respectful manner
placed before the Board and abstain from discussion
• Act in good faith, with responsibility, due care,
and voting on any matter in which the Director has or
competence, diligence, and independence
may have a conflict of interest and shall make
• Act in a manner to enhance and maintain the
available and share with other Directors, the
reputation of the company
information as may be appropriate to ensure proper
• Treat their colleagues with dignity and shall
conduct and sound operations of Tech Mahindra.
not harass any of them in any manner

8 CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential

8.5 OTHER DIRECTORSHIPS nationality, caste and creed.

Acceptance of directorship on the Boards of Tech Mahindra is committed to free and open
other Companies which compete with Tech competition in the marketplace. Directors and
Mahindra amounts to conflict of interest. The Associates should avoid actions that could
Directors and Associates shall obtain the prior reasonably be construed as being
approval of the Board of Directors before they anticompetitive, monopolistic, or otherwise
accept such directorship(s). contrary to laws governing competitive practices
in the marketplace, including antitrust laws. Such
RELATED PARTIES actions include misappropriation and / or misuse
of a competitor’s confidential information or
The policies and procedures of Tech Mahindra making false statements about the competitor’s
require the Directors and the Associates to avoid business and business practices.
conducting any kind of business of the company,
with their relatives or with companies with which 8.8 COMMUNICATION
they have a significant association. In case of
conflicts, disclosure shall be made to the Board Directors and Associates will be truthful, and
of Directors and its approval shall be obtained accurate in their communication. Effective
before proceeding further. communication is vital to avoid any kind of
misrepresentations, misstatements, and
8.6 NON-SOLICITATION misleading impressions. All communication
material shall be prepared against this backdrop
During the tenure of employment with Tech and should be adequately backed by
Mahindra and after the cessation of employment, documentation to support any claims or
the Associate is responsible for safeguarding statements made. Certain designated persons or
Tech Mahindra’s business and confidential groups of persons will be authorized to
information including its customer names and communicate on specified matters depending on
other business details, information regarding the sensitivity of information and no other
technical, trade or business data. person shall communicate in an out-of-turn
manner on those matters.
While employed with Tech Mahindra and a period
of one year thereafter, Associates shall not 8.9 BRIBERY/ KICKBACKS /
solicit and shall not provide services to any of GIFT AND HOSPITALITY
Tech Mahindra’s clients (on the same account /
project) with whom they have been associated in The Company does not make, and shall not
the preceding one year from the date of accept, facilitation payments, bribery, gift, loan,
separation (for any reason) from Tech Mahindra. fee, reward and "kickbacks" of any kind. The
Directors and Associates of Tech Mahindra shall
Associates should not solicit or induce or not accept any personal gifts which, because of
endeavour to solicit or induce any person who is their value, personal significance, position, role or
employed by the company to cease working for the time at which they are offered, could be
or providing services to Tech Mahindra. interpreted to adversely affect business
Associates should not solicit or induce or decisions or likely to compromise their personal
endeavour to solicit any consultant, supplier or or professional integrity.
service provider to cease to deal with the The Directors and Associates of the company
company and shall not interfere in any way with shall also not offer gifts or payments or
any relationship between a consultant, a supplier authorization of payments by way of gifts or
or a service provider and the Company. personally pay for gifts or hospitality. It is not
acceptable to give, promise to give, or offer, a
8.7 COMPETING FAIRLY payment, gift or hospitality to a government
official, agent or representative to facilitate,
All Directors and Associates are obligated to expedite, or reward any action or procedure.
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. There should not
be any discrimination based on gender, race,

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 9

 In some cultures, / countries, it may be seen 8.10 SUSPECTED
as an insult to reject a gift, and we FRAUDULENT BEHAVIOR
appreciate that it may adversely affect
business relationships. Associates may Any acts of commission or omission which
accept a gift as per company policy by are detrimental to the business i.e., bribery,
informing their reporting manager and corruption, fraud, pilferage, theft etc., will
updating the gift declaration register. If the be termed as misconduct. Any such
Reporting Manager is uncertain as to how to suspected fraudulent behavior is liable to
treat the gift, he/she should seek be investigated as per process laid down
clarification from BHR. by the CORPORATE OMBUDSMAN.

It is mandatory to declare all gifts received An illustrative guidance document on

from third parties where the value is greater possible fraudulent scenarios is available for
than USD 40 per instance or greater than USD ready reference (Please refer Ethics
100 in the last 12 months in the Gift register Awareness document for more details).
(https://hr.techmahindra.com/Giftmanagment/L
ogin.aspx). Failure to do so will be considered 8.11 WORKING WITH
as non-compliance to CEBC and will invite THE GOVERNMENT
disciplinary action.
Tech Mahindra is committed to apply highest
ethical standards while interacting with
SPONSORSHIP:
government agencies, officials and public
The company may extend sponsorship only for a
international agencies. It abides by the
legitimate purpose to a bona fide recipient and
applicable laws and regulations relating to its
in compliance with the applicable laws. All
working with governments, including certain
sponsorships must be approved by Global CPO.
special requirements associated with
LOBBYING: government transactions including but not
An attempt to influence legislation directly or limited to regulations on government
indirectly through interaction with the contracting and special anticorruption
government official may be considered as restrictions. Gift or hospitality to a
lobbying. Any meetings with government government official, agent or representative
should be conducted in compliance with the must always be approved by the Legal team.
applicable laws.
Company keeps checks on the following:
For more details, please read Anti-Corruption and • Deviation from contract requirements
Bribery Policy, Corporate Gift Policy, and Gift without the written approval of the
Declaration Register (Gift Tracking System) authorized government official
• Submission of inaccurate or incomplete cost
or pricing data to the government

9. EQUITABLE AND SAFE WORKPLACE

9.1 EMPLOYMENT PRACTICES
Tech Mahindra provides equal opportunities during the recruitment and selection process.
across the Associate Lifecyle to everyone As a part of our hiring and onboarding
without any bias to race, region, caste, religion, processes a formal background verification is
colour, ancestry, marital status, gender, sexual conducted. We have a robust framework,
orientation, age, nationality, ethnic origin, or policies and practices that address various
disability. Associate issues including sexual harassment,
work life imbalance and professional
We hire people purely based on qualifications, discrimination. Any Associate with questions or
skills, prior experience, expertise, abilities, concerns regarding any act of discrimination
local and constitutional legal mandates (if in the workplace is encouraged to bring the
any) and are determined to provide a work issue to the attention of their immediate
environment free of any form of unlawful supervisor, their respective Business Unit /
discrimination. Function or their designated Business HR
We have zero tolerance towards the fake POC. Any unresolved concerns can be
information and documentation furnished addressed to the Corporate Ombudsman.

10 CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential

9.2 SEXUAL HARASSMENT 9.3 HEALTH AND SAFETY
The Company’s Protecting the environment and the health
Policy on and safety and
Directors of Associates
Associatesisshould
of prime importance
ensure that
Prevention of to
ourthe company have
customers and the companyinstrives
confidence to
the commit-
Sexual Harassment provide
ments we a safe,
makehealthy and hygienic
on behalf environment
of Tech Mahindra
aims at bringing to
anditsits
workforce. The company attaches the
subsidiaries.
‘zero tolerance’ greatest value to its personnel and conducts its
policy on any act of operations
Decisions, in a safe manner
commitments, or that minimizes
business agree-any
sexual harassment adverse
ments madeenvironmental impact. Weare
by us as individuals strive to and
seen
/ any discrimination prevent
envisaged anybypossible accidents,
the outside worldincidents,
as havinginjuries
been
based on sex and and
made occupational illness. We believe in creating
by Tech Mahindra.
promote a work continuous awareness on workplace practices
All decisions
and shall be
communicating taken by virtue
information, of author-
instruction, and
environment that
ity which may be ‘delegated’. This includes
training programs to all the Associates to enable a
encourages mutual
duty to comply
them involve with
anyone theelse whoSafety
Health, may have
and the
respect, promotes
responsibility for such decision,
Environment policy of the company. and to make
respectful and
sure that everything has been accurately
congenial
For more details, please read Health, Safety and
recorded.
relationships between Associates, and is free Environment Policy.
from all forms of sexual harassment to any
Associate or applicant for employment by 9.4 ENVIRONMENTAL COMPLIANCE
anyone including vendors, or customers.
It is our goal to minimize the potentially harmful
effects of our activities on the environment. We
Sexual Harassment is a form of discrimination
are committed to protecting and preserving the
which includes a range of behaviour from
environment, with our concerted effort towards
seemingly mild transgressions and
reuse rather than dispose whenever possible
annoyances to actual sexual abuse or sexual
and promoting recycling and the use of recycled
assault and will not be accepted in any form
materials.
or manner.

Sexual harassment includes conduct of 9.5 HUMAN RIGHTS & MODERN

associates, managers, vendors and / or SLAVERY
customers who engage in verbally or
We are committed to treating those engaged with
physically harassing behaviour, which has the
our Company with dignity and respect. We strive to
potential for humiliating or embarrassing an
respect and promote human rights across all our
associate of the Company.
global sites, in accordance with the UN Guiding
According to Tech Mahindra’s Policy on Principles (UNGC) on Business and Human Rights in
Prevention of Sexual Harassment, everyone in our relationships with our stakeholders.
the Company is responsible for assuring that
For more details, please read Human Rights Policy
a workplace free of sexual harassment is
maintained. We are committed to maintaining MODERN SLAVERY
a lawful, pleasant work environment where all
Associates can effectively perform their work Tech Mahindra's philosophy is to respect and
without interference of any type and requests promote human rights and as part of this, we
the assistance of all Associates in this effort. are committed to addressing modern slavery in
our business, operations, and supply chains. We
All Company supervisors and managers are
exhibit zero tolerance towards all facets of
expected to adhere to the Company’s Policy
modern slavery, as elaborated under the Modern
on Prevention of Sexual Harassment Policy.
Slavery Act, 2015, Commonwealth Modern
Slavery Act, 2018, the UN Declaration of Human
Any sexual harassment complaint regarding
Rights and the conventions of the International
incidents experienced personally or incidents
Labour Organisation specified to forced or
observed in the workplace can be raised at
compulsory labour. In pursuance of this, we
posh@techmahindra.com for the POSH
publish a public statement elucidating the
committee to examine and address.
initiatives undertaken to eradicate the slavery
For more details, please read Prevention of and/or human trafficking from our supply chain
Sexual Harassment Policy. or in any part of our organization

For more details, please read Modern Slavery statement

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 11

 9.6 HARASSMENT
The Company’s policy on bullying and
harassment at the workplace aims at
ensuring ‘zero tolerance’ to any act of
harassment. Harassment is any form of
behaviour that is unwelcome, unsolicited,
unreciprocated, and usually (but not always)
repeated. It is the behaviour that has the
purpose or effect of violating an associate’s
dignity or creating an intimidating, hostile,
degrading, humiliating or offensive
environment and in the perception of the
recipient of the conduct, it should reasonable
be considered as having that purpose or
effect.
For harassment to occur there does not have
to be an intention to offend or harass. It is
the impact of the behaviour on the person
who is receiving it, together with the nature
of behaviour, which determines whether it is
harassment or not.

Some common examples of harassment are:

• Telling insulting jokes about particular groups or genders
• Displaying offensive posters or screen savers
• Making derogatory comments about someone’s race or religion
• Offensive physical contact, derogatory language or intimidating actions
• Using any kind of abusive language in the workplace
• Insulting or threatening gestured or language (overt or implied) or continual and
unwarranted shouting in the workplace
• Unjustified and unnecessary comments about an associate’s work or capacity for work
• Openly displayed pictures, posters, graffiti, or written materials which might be offensive
to some
• Phone calls or messages on electronic mail/snail mail or computer networks which are
threatening, abusive or offensive to associates
• The exclusion of an associate or group from normal conversations, work assignments,
work related social activates and networks in the workplace

ABUSE OF MANAGERIAL AUTHORITY:

Abuse of Managerial authority means conduct by a Reporting Manager in relation to an

associate who reports to them or over whom they have supervisory authority and which:
• Intimidates, humiliates or undermines another associate by belittling them, or
• Excessively, destructively or inappropriately criticizing or reprimanding them, or
excessively scrutinizing their work, or
• Makes demands that are unreasonable and/or outside that other associate’s role; or
• Makes demand to perform an action that is in breach of the principles of any
Company policy

12 CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential

9.7 DRUGS, ALCOHOL AND SMOKING
All associates including third party vendor
personnel working in Tech Mahindra premises
must be free of impairment due to alcohol or
drugs (banned substance)
ALCOHOL
Unauthorized possession or use of alcohol at
Tech Mahindra premises is prohibited
DRUGS Mahindra premises and/or Tech Mahindra
projects under their control and/or supervision,
The illegal possession, use, sale, manufacture or
are compliant with Tech Mahindra abuse-free
distribution of illegal drugs (including the abuse
workplace standards.
or misuse of legal drugs) at company premises or
while on company business activities is banned. SMOKING
Tech Mahindra maintains an abuse-free We owe and assure a smoke free environment
workplace. All its suppliers and their workers are for our Associates. Entire Tech Mahindra office
required to ensure that their associates, premises across the globe including
independent contractors and consultants, and all conference rooms, lobbies are declared as No
individuals whom they engage to work on Tech Smoking Zone.

9.8 SOCIAL MEDIA GUIDELINES

These social media Guidelines apply to all Associates insults, obscenity, etc.
who are employed at Tech Mahindra its subsidiaries • Associates shall not post or promote any
or affiliates or are engaged as consultants and are obscene, racist, prejudiced, bigotry, hatred or
contributing to blogs, wikis, microblogs, message physical harm of any kind against any group or
boards, chat rooms, electronic newsletters, online individual
forums, social networking sites, social networks or • Associates shall not harass or advocate
any other form of social media, both inside and harassment of another person or organization
outside Tech Mahindra. • Associates shall not post any material which
The company expects associates to be aware of, contains nudity, violence or is offensive in
understand and follow these guidelines while taking nature
part in global conversations related to the work at • Associates shall not publish information that is
Tech Mahindra. Failure to do so, could incur risks false or misleading or promotes illegal
pertaining to associate’s association with Tech activities or partake in conduct that is abusive,
Mahindra. These guidelines are not exhaustive but threatening, obscene, defamatory or libellous
suggestive as they continue to evolve, as and when • Associates shall not exploit people in a sexual,
new technologies arise. violent or in any manner not respectful of
human rights
GUIDELINES: • Associates shall not commit or promote any
• Associates shall not post any content (e.g. text, criminal activity or enterprise or provide
books, quotes, logos, etc.) that is the property of instructional information about illegal
another individual without requisite and applicable activities, such as making or buying illegal
right(s) under law. weapons or violating someone’s privacy
• Associate shall not defame abuse, harass or • Associates shall not violate Tech Mahindra`s
threaten Tech Mahindra, its associates or any third privacy, confidentiality, or any other guidelines
party, or otherwise violate the legal rights of Tech for external commercial speeches
Mahindra or any third party • Associates shall not knowingly introduce
• Associates shall not in any manner publish or post viruses, worms, harmful code or Trojan horses
any inappropriate, defamatory, infringing, obscene, • Associates shall show proper consideration for
racist, terrorist, politically slanted, indecent or the privacy of others
unlawful topic, name, material or information • Associates shall use the following disclaimer
• Associates shall not publish confidential or other when they are posting the content related to
proprietary information of Tech Mahindra or any work or subjects associated with Tech
other Third Party Mahindra.
• Associates shall not cite or refer to clients, “The postings on this site are my own and do not
partners or suppliers without their approval necessarily represent Tech Mahindra’s position,
• Associates shall not use ethnic slurs, personal strategies or opinions.”

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 13

 10. PROTECTING ASSETS & DATA
10.1 PROTECTION AND USE OF designs, strategies, plans, trade secrets and
COMPANY ASSETS similar items that are not in the public domain
and will be used only during the course of, and
The Directors and Associates shall protect the
for, Company business, with proper care and
assets of Tech Mahindra and ensure their
safeguards. Associates shall have no rights or
efficient and proper use. All company assets
lien over any inventions that arise in the
should be used for legitimate business
course of their employment with the
purposes and should not be used for other
company.
than business requirements of the company.
Incidental personal use, if reasonable, does
not amount to violations under this code. We 10.3 LEGAL HOLDING OF DATA
will protect our brand, physical, financial, and All Company records are maintained and
intellectual assets. retained in accordance with the local
We are responsible as individuals for the regulations and internal policy. The respective
security and protection of the assets used in department may place a legal hold on records
our job. This includes the proper accounting or documents in case of litigation or
for the use of any company resources. government investigation. During such period,
the document destruction procedures will be
One of our most valuable assets is the ‘Tech suspended.
Mahindra’ brand and its reputation. A strong
brand is essential for sustainable success, 10.4 INFORMATION SECURITY &
especially in fast-changing and highly CONFIDENTIALITY
competitive markets. The Company’s brand
Information security is the responsibility of all
must be protected with as much care as our
Associates and Directors of Tech Mahindra. All
buildings or equipment. Products, services or
Associates and Directors should comply and
marketing communications that are not
adhere to the acceptable use of Tech
consistent with the meaning of the brand, bad
Mahindra’s resources including but not limited
press publicity, or improper use of the logo
to IT resources, computer & network
undermine our brand and competitiveness.
resources, assets, services, internet services,
email services, software & its licensing,
10.2 INTELLECTUAL PROPERTY photocopy, printer facility, various services
such as data protection, information
Tech Mahindra’s intellectual property is one of
classification & protection, password usage &
its most valuable assets and the company has
management, and third-party access.
exclusive legal rights over its trademarks,
patents, copyrights, business methods, and Information security is classified as both
industrial processes. tangible assets such as systems and business
equipment facilities as well as intangible
We must work to safeguard company’s
assets such as information technology,
patents, trademarks, copyrights, trade secrets
propriety information, intellectual property
and other proprietary information. At the
and relationships with customers and
same time, it is also critical that we respect
the valid intellectual property rights of our
Customers, Partners and other associated
stakeholders. Unauthorized use of their
intellectual property is not permitted.
Tech Mahindra legal team must be consulted
before
• Accepting or using proprietary information
of outsiders or of a competitor
• Disclosing Tech Mahindra proprietary
information to outsiders
• Permitting outsiders to use Tech Mahindra
intellectual property
It is expected that Intellectual property rights
such as patents, trademarks, copyrights,

14 CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential

suppliers. Any act of breach or violation errors that would result in exposure of
against Tech Mahindra’s Information Security personal or sensitive business data. This
Policy will be viewed seriously and suitable would include checking email recipients,
disciplinary action will be initiated. ensuring that attachments and mail threads
contain the minimal personal information
It is the responsibility of each associate to
required for the task, including while
report suspicious activities, phishing or other
reporting issues or complaints or incidents.
information security or data privacy incidents
immediately to ISG for investigation using the Associates shall follow guidelines shared from
Online Incident Management system time to time related to protection of assets
(https://isg.techmahindra.com/ims/login.aspx). and data by utilizing the technical controls
deployed by the organization for the same.
Privacy incidents must be informed to our
customer within 24 hours and to regulators For more details, please read Data Privacy and
within 72 hours. Incidents can also be reported Data Protection Policy
by sending email on
ISGIncidentManagementGroup@TechMahindra. 10.6 DATA PROTECTION OFFICER
com. (DPO) – PRIVACY ISSUES/COMPLAINTS
The Directors, Associates, contractors, suppliers Data Protection Officer (DPO) is an
and consultants must maintain confidentiality independent appointed role to serve as the
of information relating to the affairs of Tech Privacy contact for associates, customers,
Mahindra and its stakeholders including stakeholders and regulatory authorities.
customers having gained knowledge of such
DPO will ensure that data subject requests
information, including other business-related
(DSR) are appropriately managed and acted
information in the course of their service as
upon in timely manner. The DPO will review
Directors or Associates, until and unless
personal data breach or personal data
authorized or legally required to disclose such
incidents, data privacy violations and related
information; and shall not use confidential
improvements as per Incident Management
information and other corporate opportunities
Policy and applicable local legislation.
for their personal advantage.
Data Subject Rights Request is an associate’s
For more details, please read Acceptance Usage
request to access, modify, or delete their
Policy
Personal Data that Tech Mahindra holds on
them. Associates can create a request under
10.5 DATA PRIVACY AND DATA HR HUB (Associate Services Tool), Data
PROTECTION Privacy category to raise Data Service
Objective of data privacy is to safeguard Request.
personal data (PI) and sensitive personal data
Associates shall report all data privacy
(SPI), related to Tech Mahindra or any third
incidents, issues by contacting DPO at
party including its clients and vendors, which
dpo@techmahindra.com.
is controlled, processed, transferred, imported,
or exported by or to Tech Mahindra on any For more details, please read and refer to
system, portable device, portable electronic DPO Function Chapter DPO-FM-01 document
storage media/cloud within or outside Tech published on BMS
Mahindra premises and procedures to be
followed to achieve these objectives.
Additionally, aim is ensuring anyone handling
PI, SPI is fully aware of data privacy and
protection requirements and handles it
accordingly.
Associates shall be responsible to protect
and safeguard the personal data of Tech
Mahindra associates, partners, customers
shared with them.
In this respect, associates shall always
prioritize security and privacy process and
ensure that these are strictly adhered to
without deviation, irrespective of delivery
and other pressures. Associates shall be
extra careful to avoid making mistakes and

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 15

 10.7 BUSINESS CONTINUITY
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 stakeholders 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.
For more details, please read Information
Security Policy

11. STAKEHOLDERS
11.1 CUSTOMERS
Tech Mahindra’s business success depends be made whilst marketing our products or
upon its ability to foster lasting customer services. Our service standards shall be of
relationships. The company is committed to the highest possible order.
dealing with customers fairly, honestly and Mutually beneficial relationships of an
with integrity. Specifically, the following enduring nature will be built with customers.
guidelines should be kept in mind while Our response to the needs and expectations
dealing with customers: of customers shall be speedy, courteous, and
• Information supplied to customers should effective. Customer complaints and
be accurate and complete to the best of warranties will be attended to the full
the knowledge. Directors, Business satisfaction of the customer.
Associates and Associates should not
misrepresent information to customers.
11.2 PARTNERS
• Directors, Business Associates and
Associates should not refuse to provide The policy of the Company is to cultivate a
services to the customer, in the event global network of collaborative and mutually
one of the Tech Mahindra’s competitors is beneficial alliances after carrying out due
also providing services to the same diligence of all prospective partners. We will
customer. respect our Partners’ customs and traditions
and be honest and ethical in our dealings.
• Customer entertainment should not We will work with partners and business
exceed reasonable and customary associates in the creation of successful
business practice. Directors, Business ventures with high standards of integrity
Associates and Associates should not and business practice. We will use our values
provide entertainment or other benefits and principles in dialogue with other organi-
that could be viewed as an inducement zations and in considering new and existing
to or a reward for, customers’ purchase relationships.
decisions. The Company will ensure that its partners
Our products and services shall be and business associates do not make any
technologically competitive and whilst payments to governmental officials to
fulfilling the needs of our customers, we secure any benefit for the Company.
shall offer the best possible value to our
customers such that we become the 11.3 SUPPLIERS
customers’ first choice for quality and
service. No false or misleading claims shall Tech Mahindra and its subsidiaries deal fairly

16 CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential

and honestly with their suppliers. This 11.4 COMMUNITY
means that our relationships with suppliers
Tech Mahindra will contribute to the
are based on price, quality, service and
wellbeing of the community in which we
reputation. Directors, Business associates and
operate through our business activities. We
Associates dealing with suppliers should
will maintain the highest level of integrity
carefully guard their objectivity. The Company
while respecting local laws, customs, and
will carry out due diligence before selection
traditions. We will work with community and
of suppliers.
other organizations to support non-profit
making activities.
Engagement of supplier shall be in line with the
local legal requirement and internal policies. A
copy of supplier code of conduct must be 11.5 NON-ALLIANCE WITH
provided while executing a formal contract. POLITICAL PARTIES
Tech Mahindra as a company complies with
The Suppliers must ensure that they do not the applicable laws and the governance
make any payments to governmental officials systems of the country in which it operates.
to secure any benefit for the Company. The company is committed, not to campaign
for, support and offer any funds or property
Specifically, no Director, Business Associates as a donation or otherwise to any political
and Associate should accept or solicit any party or to any independent candidate for
personal benefit from a supplier or potential the political office. The company strives to
supplier that might compromise, or appear to preclude any activity or conduct which could
compromise, their objective assessment of be interpreted as a favor to and from any
the supplier’s products and prices. Directors, political party or person.
Business Associates and Associates can give
or accept promotional items of nominal value The Company does not make contributions
or moderately scaled entertainment within to political parties which are so made to
the limits of responsible and customary influence any decision or gain a business
business practice. advantage. The Company only makes
donations that are legal and ethical under
local laws and practices.
For more details, please read Supplier Code of
Conduct

12. INVESTOR RELATIONS,

TRADING AND REGULATION
12.1 INVESTOR RELATIONS
Our investor relations shall be ethical,
professional, transparent and investor
friendly. We recognize the right of our
investors to information and shall always be
attentive to this need. The relevant
information will be speedily disseminated
and shall be as informative as is required to

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 17

 be, subject to consideration of confidentiality and Associates are also prohibited from providing
and applicable legislation. third parties (including friends and family) with
inside information. Any breach of these legal
We respect the right of investors to express
duties may lead to criminal and civil penalties
their views during investors meet including the
being imposed upon Directors or Associates of
general meetings of the company, on matters
Tech Mahindra or any third party to whom they
forming part of the agenda and on the
have provided inside information. These penalties
performance of the company and shall respond
can include fines and / or imprisonment.
to their observations and queries to the best
extent permissible. For more details, please read Insider Trading Policy.
No information shall be made available on a
selective basis to a specified group of investors 12.3 INTERNATIONAL TRADE CONTROL
in a manner that places them at an advantage International Trade Control (ITC) laws affect the
over other group of investors. We shall always transmission of goods, services and technology
respond speedily and with courtesy to our across national borders. Tech Mahindra is
investors on matters relating to securities held committed to comply with these laws and trade
by them in the company. controls in our operations — shipping products,
exchanges of information across national
12.2 INSIDER TRADING boundaries, including e-mail and web access. The
company abides with the specific compliances
Directors and Associates are prohibited from
for respective countries.
using material information pertaining to the
company before it is made public, for financial or The law concerning international trade is
other personal benefit or conveying this complex and is subject to change and therefore
information to others. The material information it is important that Associates remain up to date
could include but not limited to information on on relevant requirements and consult Corporate
financial results, any price sensitive information, Taxation in case of any query.
impending merger or acquisition, new product or
changes in the key organization structure etc. 12.4 MONEY LAUNDERING
Inappropriate use of sensitive Company
PREVENTION
information constitutes a violation of Insider Money Laundering implies engaging, directly or
Trading policy and may even violate the law. This indirectly, in a transaction that involves property
includes buying or selling the securities of the that is the proceed of crime, or receiving,
Company or its subsidiaries about which possessing, managing, investing, concealing,
associate may have material non-public disguising, disposing of or bringing any property
information and giving this “inside information” to that is the proceeds of an act identified as a
anyone else who might deal in securities of the crime under the Prevention of Money Laundering
Company or its subsidiary(s) based on the Act, 2002 or any other applicable legislation.
information shared.
Tech Mahindra is committed to comply fully with
Directors, Management and Associates of Tech all anti-money laundering and anti-terrorism laws
Mahindra or its subsidiaries may have regular throughout the world. It conducts business only
access to or benefit from inside information. To with reputable customers involved in legitimate
comply with the rules and regulations stipulated business activities, with funds derived from
by relevant authorities, such persons are legitimate sources. Each unit is required to take
prohibited from directly or indirectly conducting reasonable steps to prevent and detect
securities transactions except during specific unacceptable and suspicious forms of payment.
periods.
Tech Mahindra shall abide with the specific
More generally, any Associate is prohibited from compliances for the respective countries where
conducting securities transactions if in Tech Mahindra has presence.
possession of inside information. All Directors

18 CODE OF ETHICAL BUSINESS CO NDUCT Company- Confidential

12.5 CONTROLLERSHIP We comply with the applicable laws and
regulations relating to the preservation of
Controllership embodies three fundamental
documents and records.
elements:
We preserve documents and records relevant to
1. Rules that classify transactions and
pending or reasonably foreseeable litigation,
balances appropriately
audits or investigations, and as directed by the
2. Systems and controls that protect assets company counsel.
and accumulate information consistently
and correctly
3. Financial and transaction reporting that is
12.6 DISCLOSURE STANDARDS
timely and unbiased As a public company, Tech Mahindra is
committed to full, fair, accurate and timely
Tech Mahindra creates the right environment
disclosure in reports and documents that it files
for disclosing timely, reliable and accurate
with, or submits to, the regulatory authorities in
information to government agencies and to the
India or abroad and in other public
public. It complies with the Generally Accepted
communications of the company. For honouring
Accounting Principles, standards and regulations
this commitment, the Directors and Associates
for accounting and financial reporting.
shall be responsible to ensure internal controls
It assures regulatory compliance by preparing over financial reporting and also compliance
or reviewing reports and necessary procedures, with the disclosure and reporting requirements.
it designs, implements and monitors internal
All associates, contractors, suppliers must
controls to safeguard assets and provide
adhere to the instructions from Tech Mahindra
reliable financial statements.
at all times.

13. RAISING CONCERNS/COMPLAINTS

13.1 CORPORATE OMBUDSMAN
The COREPORATE OMBUDSMAN is an independent management function and is primarily
responsible for investigation and redressal of concerns about Integrity and non-compliance with
Tech Mahindra Code of Ethical Business Conduct.

13.2 WHISTLE BLOWER

All the stakeholders shall address their complaints / concerns to the CORPORATE OMBUDSMAN.
In case of a complaint / concern against CORPORATE OMBUDSMAN, CXO’s and Directors, the
same shall be addressed to Chairman of the Audit committee.

A Whistle Blower can raise a concern with the CORPORATE OMBUDSMAN by:
a. Sending an e-mail to CORPORATEOMBUDSMAN@techmahindra.com
b. In person - Complaints can also be reported verbally on telephone no. 0120-488- 4450
Verbal reports will normally be documented by the CORPORATE OMBUDSMAN by a written
transcription of the verbal report.
For more details, please read Whistle Blower Policy.

14. INDEMNITY & DISCIPLINARY ACTIONS

Associates agree to indemnify and hold Tech lays down the broad guidelines on the
Mahindra, its subsidiaries and affiliates from standards and policies to be followed. There
any claim, cost, expense, judgement, or may be additional policies or laws that may be
other loss relating to communication\ relevant based on the specific scenario.
publication, that shall come under the
This code is non-negotiable and in case of
purview of the Social Media Guidelines,
non-compliance, appropriate consequence
including without limitation of the
management will be initiated, depending on
foregoing, any action take.
the nature and severity of the violations in
Company’s Code of Ethical Business Conduct accordance with the company policies.

CODE OF ETHICAL BUSINESS CONDUCT Company- Confidential 19