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Directors Report of MindTree Ltd.

Mar 31, 2015

Dear Shareholders,

The Board of Directors ("Board") of Mindtree Limited ("Company") with immense pleasure present their sixteenth report on the business and operations of your Company for the financial year 2014-15. This Report is being presented along with the audited financial statements for the year.

Financial Performance Rs. in million

Financial Particulars For the year ended March 31

2015 2014

Revenue from operations 35,474 30,316

Other income 831 494

Total revenues 36,305 30,810

Employee benefit expense 20,646 17,820

Finance costs 1 4

Depreciation and amortisation expense 1,017 809

Other expenses 7,764 6,390

Total expenses 29,428 25,023

Profit before tax 6,877 5,787

Tax expense 1,534 1,275

Profit for the year 5,343 4,512

Global Economic & Business Environment

The details about Global Economic & Business Environment are provided under the section Management Discussion & Analysis of this Annual Report.

Financial perspective of the year gone by

Revenue for the year is Rs. 35,474 million signifying a growth of 17% in Rupee terms. Your Company had 217 active customers as on March 31, 2015 of which 88 accounts had revenues in excess of US$ 1 million, 28 accounts had revenues in excess of US$ 5 million, 14 accounts had revenues in excess of US$ 10 million, 6 accounts had revenues in excess of US$ 20 million, 4 accounts had revenues in excess of US$ 30 million and 1 account had revenues in excess of US$ 50 million.

EBITDA margins have marginally dropped from 20.1% in the previous year to 19.9% in the current year. Our effective tax rate is about 22.3% as compared to about 22.03% in the previous year. PAT has increased by 18.4 % to Rs. 5,343 million as compared to Rs. 4,512 million in the previous year.

Key business developments during the financial year

The particulars of some of the key business developments which took place during the financial year 2014-15 have been detailed out under the section Management Discussion & Analysis of this Annual Report.

Dividend

Based on the Company''s strong and consistent financial performance and considering the profitability and the cash flow of the Company, the Board had declared interim dividends during the financial year 2014-15. The details of interim dividends declared are as below:

The dividend will be paid in compliance with all the applicable regulations. The dividend pay-out amount for the current year inclusive of tax on dividend will be Rs. 1,714 million as compared to Rs. 1,221 million in the previous year.

In view of the improved predictability and stability of the Company''s operations, the Board intends to maintain similar or better levels of dividend payout over the next few years. However, the actual dividend payout in each year will be subject to the investment requirements of the annual operating plan for the year and any other strategic priorities identified by the Company.

Changes to Equity Share Capital

Your Company issued 276,980 equity shares of Rs. 10/- each, to various Mindtree Minds and to Directors on exercise of stock options during 2014-15. In addition, the members are aware that the Company had issued and allotted 41,765,661 equity shares of Rs.10/- each as Bonus shares. Consequently, the paid-up equity share capital has increased from Rs. 416,897,310 as on March 31, 2014 to Rs. 837,323,720 as on March 31, 2015.

Infrastructure

In the beginning of year, your Company had 1,721,369 sq. ft. of space consisting of 12,730 seats spread across various locations in India. Following are the key changes during the year.

Bengaluru - Mysore road: your Company added 55,000 sq. ft. consisting of 614 seats. We have plans to add about 1,100 seats in next financial year in this facility.

Bengaluru - Whitefield: your Company added 70,000 sq. ft. consisting of 737 seats. We have plans to carry out interiors in the remaining 64,000 sq. ft. area consisting of 550 seats during 2015 in this facility. We will have LEED Platinum certification for this facility.

Pune: Interior work was done during the year and we have added 406 seats in the existing building in the 4th floor.

Hyderabad: One new floor measuring 43,500 sq. ft. has been added. It consists of 373 seats.

Bhubaneshwar: Mindtree Kalinga consisting of training and residential facility for 500 campus minds became operational partially on March 15, 2015 at Bhubaneswar, Odisha. This is a state-of-the-art training and development center. This facility measuring 272,000 sq. ft. has been built using 1 million compressed soil blocks manufactured at site. We believe this is the first time anywhere in the world, a building has been built to this magnitude using mud blocks. Other important sustainability related features of this facility are passive cooling system and storage and usage of rain water using an artificial lake with a capacity of 14.7 million litres. We plan to have LEED Platinum certification for this facility.

In all, your Company has sufficient capacity to meet its growth needs over short and medium terms. Your Company has adopted the LEED green building design for infrastructure in many projects. The infrastructure arrangements we have in our facilities assist greatly in promoting work-life balance.

The statement containing salient features of the financial statement of the above subsidiaries in Form AOC-1 is given in Annexure 1.

People

Expertise-Led Culture-Backed People

For Mindtree "Welcome to possible" is more than a slogan - it reflects our approach to every engagement. Some believe in the power of numbers. Some believe in the power of technology. We believe in the power of people. And the impact people can have on technology. Our roots grew from this belief that people with diverse points of view could come together to build a different kind of technology company. One that puts people who work with us, first. And this belief drives our vision for tomorrow to build technology experts who are focused on one goal: helping our clients succeed. Today, a wealth of information is opening up a world of possibilities. Realizing those possibilities takes more than numbers. It takes more than technology. It takes people. People who can turn the potential of information into meaningful solutions. Solutions that simplify businesses. Improve Governments. Propel societies forward.

Developing an expert Mindtree Mind

The expert Mindtree Mind is to be cultivated and cared for in a conscious way in order to be created. The way we approach development of our people is akin to that of a gardener tending to his garden, planting the saplings or replanting the plants and nurturing them by creating the right environment needed for their growth.

Orchard is our program for young minds who enter our enterprise from the campuses they graduate from. Fresh minds, just like sapling are keen with curiosity, energy with enthusiasm and tender in disposition. Orchard is their first brush with the environment and the care taken here determines their growth ahead.

Arboretum is our on-boarding platform for experienced talent pool, our lateral hires. Before they get into projects, Arboretum acclimatizes them to the new environment, exposing them to the Mindtree culture.

Culture & Competence doesn''t just train minds to meet organization goals but to develop them as competent and complete individuals and to aim at an enculturation of them into our strong work culture.

Grooming future leaders. Expert minds can be created with rigorous trainings but expert minds with leadership capabilities can be groomed only with effective coaching and mentoring. Our vision of leadership development sees a leader emerging out of his/her strengths on the four agility factors - mental, people, change & result, combined with at least one of the four competencies and catalyzed by the extent of self-awareness.

Mindtree''s people strategy is to inculcate a high performance culture. The critical ingredients that nurture performance assessment and development are: Simplicity - A more efficient and engaging system (PACE) that facilitates seamless and less time consuming appraisal process. Goal Setting and performance linkage - Power of cascading organization''s vision to all levels, power of social goal setting (linking goals with each other) & role based goal setting. Meaningful reviews - which create the expertise driven performance culture. Feedback and conversations in our day to day work and individual development plan. The Pillars Program at Mindtree has been designed to reward high performers and recognize the contributions of their family. The program aims to nurture and retain star performers, build a robust leadership pipeline and engage with the extended Mindtree family. At Mindtree, recognition is expressed in many ways. Recognition is integral to our culture - we celebrate things big and small - and we strive to find new ways to appreciate one another every day. SPOT ON drives our recognition philosophy.

Headcount

The total number of Mindtree Minds as on March 31, 2015 was 14,202 as against 12,926 as on March 31, 2014.

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Mindtree as an organization is committed to provide a healthy environment to all Mindtree Minds and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done in assimilation programs and at regular intervals to Mindtree Minds. Following are some of the awareness programs imparted to train Mindtree Minds and Internal Complaints Committee (ICC).

1. Every Mindtree Mind is supposed to undergo mandatory e-learning module on "Prevention of Sexual Harassment" at workplace.

2. The internal complaints committee is trained by external agency when the committee members are on-boarded to the committee.

3. Policy of "Prevention of Sexual Harassment" at workplace is available on intranet for Mindtree Minds to access as and when required.

Mindtree has setup an Internal Complaints Committee (ICC) both at the head office / corporate office and at every location where it operates in India. ICC has equal representation of men and women and is chaired by senior lady mind and has an external women representation.

ICC investigates the case and provides its recommendations to the apex authority. The apex authority upon receiving the recommendations from ICC arrives at the conclusion and acts upon such recommendations.

Penal consequences of Sexual Harassment ("SH") and the constitution of the ICC is displayed at conspicuous places. The posters are also displayed in regional languages at all Mindtree offices.

The following is the summary of the complaints received and disposed off during the financial year 2014-15:

a) No. of SH complaints received: 10

b) No. of SH complaints disposed off: 10

Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors Board Meetings:

The Board of Directors of the Company met six times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter "the Act").

Appointment

With effect from May 20, 2014, Mr. Rostow Ravanan has been appointed as an Executive Director. With effect from May 20, 2014 Ms. Manisha Girotra has been appointed as a Non-Executive & Independent Director.

Re-Appointment

As per Article 109 of the Articles of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company. Mr. Rostow Ravanan retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Your Board has also proposed for the continuation of Mr. Ramesh Ramanathan and Prof. Pankaj Chandra as Independent Directors till March 31, 2018, by altering the term of their office as Independent Directors within the meaning of the Act.

Your Directors recommend that the resolutions relating to the re-appointment of Mr. Rostow Ravanan (who is liable to retire by rotation), as Executive Director, fixing of tenure of office for Executive Chairman Mr. Subroto Bagchi, appointment of Mr. Ramesh Ramanathan, and Prof. Pankaj Chandra as Independent Directors, not liable to retirement by rotation, be passed. Pursuant to the provisions of Clause 49 of the Listing Agreement, brief resumes of these Directors are furnished along with the Explanatory Statement to the notice to the Sixteenth Annual General Meeting.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act.

Resignation, Cessations and Changes in Directors and Key Managerial Personnel

Mr. S Janakiraman, who was appointed as an Executive Director of the Company with effect from July 16, 2008, resigned with effect from October 20, 2014. Prof. David B. Yoffie, an Independent Director on the Board has resigned as a Director with effect from March 30, 2015.

Mr. Rajesh S Narang, Vice-President & Company Secretary, resigned with effect from February 13, 2015.

The Board of Directors of your Company, place on record their deep appreciation to Mr. S Janakiraman, Prof. David B Yoffie, and Mr. Rajesh S Narang, and wish them the very best in their future endeavours.

Mr. Rostow Ravanan, Executive Director, who was also donning the role of a CFO, has now ceased to be the CFO with effect from April 01, 2015, and the Board has appointed Mr. Jagannathan Chakravarthi as the CFO. Mr. Rostow Ravanan will assume his new role to lead the Enterprise Service Lines and Key Accounts Group along with oversight of European operations.

Details of remuneration to directors:

The information relating to remuneration of directors as required under section 197(12) of the Act, is given in Annexure 3.

Board Committees

The Company has the following Committees of the Board:

1 Audit Committee;

2 Nomination and Remuneration Committee®;

3 Stakeholders Relationship Committee;

4 Administrative Committee;

5 Strategic Initiatives Committee;

6 Corporate Social Responsibility Committee; and

7 Risk Management Committee

@ The Company had two separate committees viz: Compensation Committee; and Nomination and Corporate Governance Committee. These two committees were unified to form the Nomination and Remuneration Committee on March 30, 2015.

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

The policy framed by the Nomination & Corporate Governance Committee / Remuneration Committee under the provisions of section 178(4) of the Act, is as below:

Policy relating to Directors

a. The person to be chosen as a Director shall be of high integrity with relevant expertise and experience so as to have a diverse Board having expertise in the fields of Information Technology, sales /marketing, finance, taxation, law, governance and general management.

b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-a- vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The Nomination & Remuneration Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:

(i) Qualification, expertise and experience of the Directors in their respective fields;

(ii) Personal, Professional or business standing; and

(iii) Diversity of the Board.

d. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

Board Evaluation

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

For this purpose the Board had engaged a third party with experience in carrying out such evaluation of Board and the findings were shared individually with the Board Members as well as the Chairman.

Remuneration Policy

The Company''s remuneration policy is driven by the success and performance of the individual employees and the Company. Our compensation philosophy is to align Directors and Mindtree Minds compensation with our business objectives, so that compensation is used as a strategic tool that helps us recruit, motivate and retain highly talented individuals who are committed to our core values. We believe that our compensation programs are integral to achieving our goals. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, commission (variable component) to its Chairman, Managing Director and other Executive Directors. Annual increments are decided by the Compensation Committee within the salary scale approved by the Board and Shareholders.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a certificate from the CEO & MD and the CFO.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on related party transactions as approved by the Board is uploaded on the Company''s website and can be accessed at http://www.mindtree.com/policy-related-party-transactions. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company, compensation as disclosed in Annexure 4.

The details of the related party transactions as required under Section 13(3)(h) r/w Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure 5.

Employee Stock Option Plans and Employee Stock Purchase Scheme

Your Company believes in the policy of enabling Mindtree Minds to participate in the ownership of your Company and share its wealth creation, as they are responsible for the management, growth and financial success of your Company.

Your Company currently administers seven stock option programs, viz., ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008 (A), DSOP 2006, ESOP 2010 (A), a stock purchase scheme namely, Mindtree Employee Restricted Stock Purchase Plan 2012, and a Phantom Stock Options Plan.

Details of the shares issued under Employee Stock Option Plan (ESOP) and Employee Stock Purchase Scheme (ESPS), as also the information as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and also the information required under the Guidance note of ICAI are set out in the Annexure 2 to this report. The Board has proposed certain variations to the ESPS, to make the same to be in conformity with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, and the same is placed before the shareholders for their approval. No employee was granted options, during the year, equal to or exceeding 1% of the issued capital.

Details of options granted to Senior Managerial Personnel and Directors during the financial year 2014-15 (including persons who have received grants amounting to 5% or more of the RSUs granted during the year) are as under:

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. Our cash generation during the year has been healthy. Our cash and investments (net of short term borrowings) have increased from Rs. 6,413 million as on March 31, 2014 to Rs. 8,852 million as on March 31, 2015. These funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds.

Awards and Recognitions

During the year under review, your Company received the following awards and recognitions.

1. Mindtree rated amongst the top 5 in the Asiamoney Corporate Governance Poll results in various categories such as Overall Corporate Governance, Disclosure and Transparency, Shareholder Rights and Investor relations.

2. Mindtree has been ranked #4 in 2014 and #7 in 2013 by ATD (Association for Talent Development), one of the most well-respected global associations dedicated to learning, training and talent development. The ATD BEST Awards recognizes organizations that use learning and development as a strategic business tool to get results.

3. Mindtree was the winner of the Silver Shield, under the Category IX, Service Sector (Other than financial services sector) - (Turnover equal to or more than Rs. 500 crore) of the ''ICAI Awards for Excellence in Financial Reporting'' for the year 2013-14.

4. Krishnakumar Natarajan, MD & CEO, was awarded the Best CEO under the IT/ITES (Mid-sized companies) category at the India''s Best CEO 2014 awards by Business Today-Pricewaterhouse Coopers.

5. Rostow Ravanan, CFO, was awarded the Best CFO under the Consistent Liquidity Management (Medium) category by the 5th Business Today- Yes Bank Best CFO Awards 2014.

Litigation

No material litigation was outstanding as on March 31, 2015. Details of litigation on tax matters are disclosed in the financial statements.

Deposits

In terms of the provisions of Sections 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2015.

Corporate Governance

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is available as a separate section in this annual report. Certificate of the Statutory Auditors regarding compliance with the conditions stipulated in Clause 49 of the Listing Agreement is provided separately under this Annual Report.

The Company engaged an external firm to conduct a review of the effectiveness of Board processes at Mindtree. The feedback from the review was that many of the processes followed by Mindtree meet global best practice benchmarks as well as some areas where we further strengthen our processes. We are working on implementing these recommendations.

Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to Section 205C and other applicable provisions of Companies Act, 1956 (the corresponding provision in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government and once unpaid/unclaimed dividend/application money for allotment of any securities and due for refund, is transferred to IEPF, no claim shall lie in respect thereof against the Company. To ensure maximum disbursement of unpaid/unclaimed dividend, the Company sends reminders to the concerned investors, before transfer of dividend to IEPF.

The Company had transferred unpaid dividend amounts within the statutory period to the IEPF. During the financial year 2014-15, unpaid or unclaimed dividend including unpaid application money which was due for refund of Rs. 716,667/- was transferred to the IEPF.

Attention is drawn that the unclaimed/unpaid dividend for the financial years 2008-09 is due for transfer to IEPF during September 2015 and October 2015. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/Company''s Registrar and Share Transfer Agent, Link Intime India Private Limited.

The details of the consolidated unclaimed/unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/unpaid dividend accounts outstanding (drawn upto the date of Fifteenth Annual General Meeting on July 18, 2014) in terms of the Ministry of Corporate Affairs Notification No. G.S.R 352 (E) dated May 10, 2012 has been uploaded under the Company website: http://www.mindtree.com/unpaid-dividend-information.

Auditors

a) Auditors:

1. The retiring Auditors, BSR & Co., LLP (earlier, BSR & Co.,) Chartered Accountants, hold office as Statutory Auditors until the conclusion of the Sixteenth Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, listed companies are required to rotate their auditors, once in ten years, and BSR & Co., LLP have held office for a period of 15 years, and the transition time given to change the auditors when the Companies Act, 2013 was brought into force is three years. However, your Directors recommend that your Company should chose to rotate its auditors before the maximum time period given under the Companies Act, 2013.

2. The Audit Committee and the Board of Directors recommend the appointment of M/s Deloitte, Haskins and Sells, Chartered Accountants (Firm Registration No. 008072S) to be appointed in place of BSR & Co. LLP, (previously, BSR & Co.,) Chartered Accountants, (Firm Registration No. 101248W/W-100022), to hold the office of the auditors for a period of five years i.e. from the conclusion of this 16th

(Sixteenth) Annual General Meeting till the conclusion of 21st (Twenty First) Annual General Meeting of the Company, subject to annual ratification by the shareholders at every Annual General Meeting and at such remuneration as may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee.

3. The Company has received a certificate from the said M/s Deloitte, Haskins and Sells, Chartered Accountants (Firm Registration No. 008072S) to the effect that their appointment, if made, would be in accordance with the limits specified under the Companies Act, 2013, and that, they meet the criteria of independence. The proposal for their re-appointment is included in the notice of the ensuing Annual General Meeting.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by M/s. G Shanker Prasad, Practising Company Secretary, and his report is annexed as Annexure 8.

Particulars of Employees

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure 3 to the Directors'' Report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees posted and working outside India not being directors or their relatives, drawing more than Rs. 6 million per financial year or Rs.500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure

6. The Company has also taken several constructive steps to conserve energy through its sustainability initiatives as elaborately disclosed separately as part of the Business Responsibility Report annexed to the current Annual Report.

Directors'' Responsibility Statement

Your Company''s Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 2013, ("the Act") to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

III. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

V. The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VI. The financial statements have been audited by BSR & Co., LLP, Chartered Accountants, the Company''s Auditors.

VII. The Audit Committee meets periodically with the Internal Auditors and the Statutory Auditors to review the manner in which the Auditors are discharging their responsibilities and to discuss audit, internal control and financial reporting issues.

VIII. To ensure complete independence, the Financial Auditors and the Internal Auditors have full and free access to the Members of the Audit Committee to discuss any matter of substance.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Clause 49(VMI) (D)(1) of the Listing Agreement is disclosed separately in the current Annual Report.

Corporate Social Responsibility (CSR) I nitiatives

As part of its Corporate Social Responsibility (CSR) initiatives, the Company has undertaken several projects in accordance with Schedule VII of the Companies Act, 2013. Mindtree implements its CSR initiatives via three channels:

- Directly by Mindtree

- Through MindTree Foundation

- Through individual social responsibility programs undertaken by Mindtree Minds and supported by Mindtree as appropriate.

Further, Mindtree''s CSR will primarily focus on programs that:

- Benefit the differently abled

- Promote education

- Create sustainable livelihood opportunities

The Annual Report on CSR activities, is annexed herewith as Annexure 7.

Quality I nitiatives and Certifications

Your Company continues its journey of delivering value to its clients through investments in quality programs. Your Company has adopted several external benchmarks and certifications. Your Company is certified under various standards to meet clients'' requirements and enhancing valuable delivery and following is the summary of certifications held by your Company:

Customer Satisfaction

For the last two years, your Company has partnered with an independent firm to do its annual relationship survey with customers. Your Company continues to leverage this relationship to bring best practices into the engagement process as well as bring in industry insights.

The details about customer satisfaction survey are provided under the section Management Discussion and Analysis of this report.

Business Responsibility Report:

Your Company has always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to the Company''s governance and business operations, and has voluntarily undertaken to publish the required data to extent applicable and accordingly, the Business Responsibility Report is annexed in the Annual Report. The said report comprehensively covers your Company''s philosophy on corporate social responsibility, its sustainability activities pertaining to efforts on conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, initiatives and activities taken up as part of this philosophy for the year 2014-15.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Mindtree Limited at the time when there is unpublished price sensitive information. The Board has appointed Mr. Rostow Ravanan, Executive Director as Compliance Officer under the Code.

No other material changes and commitments affecting the financial position of the Company has occurred between April 1, 2015 and the date of signing of this Report.

Internal Control Systems and Adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

An extensive programme of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.

The Company also has an Audit Committee, comprising 4 (four) professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 4.

Significant & Material Orders passed by the Regulators or Courts

There are no material litigation outstanding as on March 31, 2015. Details of litigation on tax matters are disclosed in the financial statements. Particulars of Loans, Guarantees and I nvestments u/s 186

The details of the investments made by the Company are in Note No. 3.4.2 and 3.5.1 of the audited financial statements. The Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantees within the meaning of that section.

Risk Management Policy

The Company has a robust Enterprise Risk Management (ERM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified.

Listing Fees

The Company confirms that it has paid the annual listing fees for the year 2015-16 to both National Stock Exchange and Bombay Stock Exchange.

Acknowledgments

The Board places on record, their deep sense of appreciation to all the Mindtree Minds, support staff, for adopting to the values of the Company, viz., collaborative sprit, unrelenting dedication and expert thinking, to be an expertise led organization and the Company''s customers for letting us deliver the Company''s Mission statement, to engineer meaningful technology solutions to help the businesses and societies flourish. The Board also immensely thanks all the shareholders, investors, vendors, service providers, bankers and academic institutions and all other stakeholders for their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Software Technology Parks-Bengaluru, Bhubaneswar, Chennai, Hyderabad, Pune and other Government and State Government agencies, the Tax Authorities, the Ministry of Commerce, Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Communication and Information Technology, Ministry of Finance, the Customs and Excise Departments, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.

For and on behalf of the Board of Directors

Bengaluru Subroto Bagchi

April 16, 2015 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their fourteenth annual report on the business and operations of your Company for the financial year ended March 31, 2013.

Financial Performance Rs. in million

Financial Particulars As at March 31, 2013 As at March 31, 2012

Revenue from operations 23,618 19,152

Other income 350 384

Total revenues 23,968 19,536

Employee benefit expense 14,274 12,261

Finance costs 10 5

Depreciation and amortisation expense 624 695

Other expenses 4,824 3,958

Total expenses 19,732 16,919

Profit before tax 4,236 2,617

Tax expense 847 430

Profit for the year 3,389 2,187

Global Economic & Business Environment

Global economy has been on a gradual recovery path with a GDP growth of around 3.3% during 2013 as against 3.2% in 2012, led by a strong US, easing EU and a stabilizing China. The inflation in the Euro zone eased due to slow growth and in the US, it was under control at 2% despite expansionary monetary policy with modest inflationary pressures in emerging economies. The unemployment in the US has been on a slow decline whereas, housing markets were on a rebound. Policy action in the US and EU has bolstered confidence that led the equity markets to a rally; and capital flows of emerging economies picked up again. There are strong earnings in the US S&P and Dow Companies and these indexes are approaching historic all-time highs.

Business Perspective

Current business and consumer sentiments are expected to improve in 2013 and therefore, global IT spending to accelerate during 2013. We are a global IT Services Company that engineers meaningful technology solutions to help businesses and societies flourish. We place significant emphasis on collaborative spirit, unrelenting dedication towards our customers, expert thinking and high standards of corporate governance. Our endeavor is to create success for our customers through innovative solutions delivered by happy people at workplace.

We have developed a comprehensive range of services allowing us to offer end-to-end IT Services to our clients. With delivery centers in India and overseas, we offer IT strategy consulting, application development and maintenance, data warehousing and business intelligence, package implementation, product architecture, design and engineering, embedded software, technical support, testing, infrastructure management services etc., to our customers. We believe that our comprehensive portfolio of service offerings helps our customers achieve their key business objectives.

Your Company received good traction for its services and its expertise in chosen segments & continues to hold it in good stead. Your Company has also re-aligned its processes, updated services, enhanced technology offerings, restructured the organization, upgraded brand image and continue to deliver superior value to its customers. Your Company today is much more focused and is executing better than a year ago.

Revenue for the year is Rs. 23,618 million signifying a growth of 23.3% in Rupee terms. We had 232 active customers as at March 31, 2013 of which 74 accounts had revenues in excess of US$ 1 million.

EBITDA margins were at 20.6% as compared to 15.3% in the previous year. The main reason for the increase in EBITDA margins are rupee depreciation of about 14% (from Rs. 47.57 to Rs. 54.21) during the year. Our effective tax rate is about 20% as compared to about 16.4% in the previous year. PAT has increased by 55% to Rs. 3,389 million as compared to Rs. 2,187 million in the previous year mainly because of the reasons explained above.

Dividend

Based on the Company''s consistent performance, your directors had declared a first interim dividend of Rs. 3/- per share on the equity shares of Rs. 10/- each (par value) on October 16, 2012 and were paid to the Shareholders who were on the Register of Members of the Company as on the record date at the closing hours of October 29, 2012.

Your Directors have also declared a second interim dividend of Rs. 4/- per share on the equity shares of Rs. 10/- each (par value) for the year ended March 31, 2013 which is payable to the Shareholders who would be on the Register of Members of the Company as on the record date at the closing hours of May 06, 2013.

Your Directors also recommended a final dividend of Rs. 5/- per share on the equity shares of Rs. 10/- each (par value) for the year ended March 31, 2013 which is payable on obtaining Shareholders'' approval in the fourteenth Annual General Meeting, making the total dividend for the year 2012-13 to 120% of the paid up capital.

The dividend will be paid in compliance with all the applicable regulations. The dividend pay-out amount for the current year inclusive of additional tax on dividend will be Rs. 578 million as compared to Rs. 188 million in the previous year.

In view of the improved predictability and stability of the Company''s operations, the Board intends to maintain similar or better levels of dividend payout over the next few years. However, the actual dividend payout in each year will be subject to the investment requirements of the annual operating plan for the year and any other strategic priorities identified by the Company.

Transfer to Reserves

We propose to transfer Rs. 339 million to the general reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975. Your Company also proposes to retain Rs. 9,198 million in the statement of profit and loss on standalone basis.

Changes to Equity Share Capital

Your Company also issued 991,132 equity shares of Rs. 10/- each to various Mindtree Minds on exercise of stock options. Consequently, the paid-up equity share capital has increased from Rs. 405,439,230 to Rs. 415,350,550 as on March 31, 2013.

Board Committees

The details of various Committees of the Board are provided in the Corporate Governance Report.

Infrastructure

In 2011-12, your Company has added a new facility at Chennai in Ramanujan IT City comprising of 73,000 sq. ft. area spread over two floors. This has enhanced our seating capacity by 717 seats. This facility boasts of two world class Network Operations Centers. We are in the process of adding another 1,500 seats at this campus. The proposed new facility at Mindtree East Campus, Bangalore, is slated to be ready by June 2013, thus giving us an ability to add about 1,800 seats as and when business requirements demand for it. We have also added 2,50,000 sq. ft. of area at Global Village, with a seating capacity of about 2,500. As soon as we receive necessary statutory approvals, we will commence construction of Mindtree Kalinga at Orissa. We will work towards making this operational during 2014. With a view to broaden our presence near site, we have started operations at our first U.S Development Center at Gainesville.

Currently your Company has about 2 million sq. ft. of built up space with 12,375 seats and an ability to ramp up additional seats quickly, as and when needed.

Your Company is also glad to announce that, two of its facilities, Mindtree East Campus at, Whitefield, Bangalore and Mindtree Hyderabad are certified as "LEED GOLD" for Commercial Interiors. We are aspiring to get a LEED Platinum rating for Mindtree East Campus, Phase 2 building and Mindtree Kalinga and also LEED GOLD for Phase 5 at Bangalore, Global Village.

Subsidiaries

With the dissolution of Mindtree Software (Shenzhen) Co. Ltd. with effect from September 6, 2012, we had one subsidiary company for the financial year ended on March 31, 2013, namely, Mindtree Software (Shanghai) Co. Ltd.,

As per Section 212 of the Companies Act, 1956, companies are required to attach the directors'' report, balance sheet and profit & loss account of its subsidiaries. The Ministry of Corporate Affairs vide its circular No. 2/2011 dated February 8, 2011 has provided an exception, to companies from complying with Section 212, provided, such companies publish the audited consolidated financial statements in annual report. The annual report for 2012-13 does not contain the financial statements of our subsidiary(ies). The audited annual accounts and related information of our subsidiary(ies), where applicable will be made available upon request.

People

The total number of Mindtree Minds as at March 31, 2013 was 11,591 as against 11,000 as at March 31, 2012. During the year, your Company saw a decrease in attrition levels towards the end of the financial year and the annual attrition for the year was at 13.39% as against 18.2% in the year before. During the year under review, your Company has focused on people engagement practices, career aspirations management and innovative practices in learning and development and compensation, which have all worked in favour of retention of our talent.

Your Company''s multiple-award winning HR practices and great work environment helped to attract and retain talent. Your Company''s People Function works to align people''s interests to the business goals. This creates a favorable environment and promotes innovation and merit. This strong alignment of our people''s interests and business interests, led the organization to achieve its objectives and thus create value for people and customers. We have dedicated programs to help our people build new skills and competencies which promote knowledge sharing, building effective teams, etc., Your Company continues to innovate in knowledge management to ensure learning is captured & disseminated across teams.

A future-ready organization needs to continuously evaluate its leadership capital. At different stages in an organization''s growth, we need different calibre of leaders. Towards this, last year we engaged Korn Ferry one of the best known leadership development consulting organisations. One hundred & twenty leaders took the assessment to understand the agility and competence levels. The overall assessment showed us where and how we must change, including critical gaps that must be filled with new talent from outside.

Employee Stock Option Plans

Your Company believes in the policy of enabling Mindtree Minds to participate in the ownership of Mindtree and share its wealth creation, as they are responsible for the management, growth and financial success of Mindtree.

The Company currently administers eight stock option programs, viz., ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008 (A), DSOP 2006, ESOP 2010 (A) and Mindtree Employee Restricted Stock Purchase Plan 2012.

A reconciliation statement of the equity shares approved in-principle and later allotted and listed till March 31, 2013 is given below:

Particulars Number of Number of Number of Number of shares shares shares shares -ESOP 1999 -ESOP 2001 -ESOP 2006(a) -ESOP 2006(b) Program I Program II Program III Program IV

In-principle approval received from BSE & NSE 196,381 853,675 366,500 7,349,900

Less: No. of equity shares allotted & listed 188,004 724,161 239,557 1,764,476

Balance number of equity shares 8,377 129,514 126,943 5,585,424

Particulars Number of Number of Number of Number of shares shares shares shares -DSOP 2006 -ESOP 2008(A) -ESOP 2010(A) Mindtree Program VI Program V Program VII Employee Restricted Stock Purchase Plan 2012 Program VIII

In principle approval received from BSE & NSE 500.000 300,000 1,135,000 1,000,000

Less: No of equity shares allotted & Listed 120.000 90,524 - 7,831

Balance Number of equity shares 380.000 209,476 1,135,000 992,169

The details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, have been disclosed under Annexure to the Directors'' Report. There has been no variation in the terms of ESOP/ESPS programs and no employee was:

(i) granted options, during the year, equal to or exceeding 1% of the issued capital.

(ii) received a grant, during the year, amounting to 5% or more of the options granted during the year.

Details of options granted to Senior Managerial Personnel and Directors during the year are as under:

Name of the Senior Managerial Personnel Designation Stock options RSU''s Granted

Mr. Ravi Shankar B Executive Vice President - 6,164

Mr. Arun Rangaraju Senior Vice President - 1,667

Name of the Director Designation Stock options RSU''s Granted

Prof. Pankaj Chandra Independent Director 10,000 -

Mr. Ramesh Ramanathan Independent Director 10,000 -

Directors

As per Article 109 of the Articles of Association of the Company, the following Directors retire by rotation and being eligible, offer themselves for re- appointment.

1. Prof. David B. Yoffie;

2. Prof. Pankaj Chandra; and

3. Mr. Ramesh Ramanathan.

Mr. N.S. Parthasarathy has been appointed as an Alternate Director to Mr. S. Janakiraman, effective from October 22, 2012 and Mr. Anjan Lahiri had been appointed as the Executive Director effective from October 24, 2012.

Your Directors recommend that the resolutions relating to the re-appointment of Prof. David B. Yoffie, Prof. Pankaj Chandra, Mr. Ramesh Ramanathan and Mr. Anjan Lahiri as Directors of your Company be passed. Their brief resumes are attached to the notice of the fourteenth Annual General Meeting pursuant to the provisions of Clause 49 of the Listing Agreement.

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. Our cash generation during the year has been healthy. Our cash and investments (net of short term borrowings) have increased from Rs. 3,270 million as at March 31, 2012 to Rs. 5,062 million as at March 31, 2013. These funds have been invested in deposits with banks, highly rated financial institutions, certificates of deposits and in money market mutual funds.

Brand Identity

During this financial year, your Company announced its new brand identity with the unveiling of its new mission, values and logo. The rebranding initiative reinforces the Company''s ongoing transformation to an expertise-led organization. The new brand identity highlights Mindtree''s differentiated approach to sophisticated global customers, while also appealing to younger audiences that form the global talent pool of the future.

The rebranding activity is a strategic component of Mindtree''s vision of becoming a billion dollar company and will bring alive the new values of ''Collaborative Spirit, Unrelenting Dedication and Expert Thinking''.

Mindtree''s new logo of multiple strands weaving into a harmonious hub represents the meeting of minds and technology and speaks of humanity while projecting a forward looking momentum. The tagline "Welcome to possible"is a simple but powerful expression of the brand mission, values and promise. The brand identity was designed in Los Angeles, USA by Siegel Gale.

We made 3 important changes to our brand that will put Mindtree in a different league.

Mission - Our new mission is "We engineer meaningful technology solutions to help businesses and societies flourish"

Values - The new values that will drive our behavior to be an expertise-led organisation are

- Collaborative Spirit

- Unrelenting Dedication

- Expert Thinking

Voice - The Mindtree brand has a bold voice and we choose the following to communicate our personality to the stakeholders

- Bright

- Confident

- Active

Logo - We also changed our visual identity as part of this exercise. The new logo symbolises our mission, values and brand voice.

Together, these changes will lead us to the next level of growth and positioning for Mindtree. We are confident that the change is in the right direction and will play a pivotal role in preparing the organisation to be relevant and significant to our customers.

Awards and Recognitions during FY 2012-13

During the year, your Company received various awards and recognitions. Some of the key accolades received during the year include:

- Named ''Best Corporate Governance India'', 2013 by World Finance Magazine

- Topped the category of ''Best for Investor Relations in India'' as per Asiamoney Corporate Governance Poll 2012

- Selected by WASL procurement team (Our Client) as ''Best Supplier in the IT- Software Services Category'' in December 2012. This award is an endorsement of all the hard work the SAP Practice IG has put in over the years to make various projects successful.

- Selected by Forbes Asia as one of the Rs.200 Best under a Billion Companies'' of 2012. From a list of 15,000 companies, the screening was done based on sales growth, earnings growth and return on equity in the past 12 months and over three years.

- Second runner-up in the ''People''s Green Award'' category as part of the TCS World 10K marathon that was held in Bangalore, 2012.

- Mr. Rostow Ravanan, CFO, Mindtree, named amongst the top 100 CFOs in India by the CFO Magazine for 2012 under the category of ''Winning Edge in Strategy''. This is the third year in succession that Rostow has made it to the coveted list.

- Ranked among the top five global R&D services providers in ''Global R&D Services Providers 2012'' by Zinnov Consulting.

- Positioned as the third leading semiconductor R&D service provider in a survey conducted by Zinnov Management Consulting that covered India, China, Russia and Eastern Europe.

- Mr. Krishnakumar Natarajan, CEO & MD, has been ranked 28th in the 50 highest rated CEOs globally, by Glassdoor''s Annual Survey.

- Mindtree is consecutively awarded 7th time winner of India''s Most Admired Knowledge Enterprise (MAKE) award.

Litigation

No material litigation was outstanding as at March 31, 2013.

Deposits

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the Company has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2013.

Sustainability Report and Green I nitiatives at Mindtree

The report on Sustainability and Green Initiatives taken by your Company is disclosed separately in this report as a part of Business Responsibility Report.

Corporate Governance

Your Company has been practicing the principles of good corporate governance.

A detailed report on corporate governance is available as a separate section in this annual report. Certificate of the Auditors regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is also given in this annual report.

Transfer to Investor Education and Protection Fund

The Company had transferred unpaid dividend amounts within the statutory period to the Investor Education and Protection Fund. During the year 2012-13, unpaid or unclaimed dividend of Rs. 48,579.90/- was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001.

Statutory Auditors

The retiring Statutory Auditors, B S R & Co., Chartered Accountants, hold office as Statutory Auditors until the conclusion of the fourteenth Annual General Meeting and they have confirmed their eligibility and willingness to accept office and be re-appointed as the Statutory Auditors to hold office until the conclusion of the fifteenth Annual General Meeting.

The Audit Committee and the Board of Directors recommend the reappointment as Statutory Auditors, B S R & Co., Chartered Accountants, be re-appointed as the Statutory Auditors to hold office until the conclusion of the fifteenth Annual General Meeting

Particulars of Employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to this report. The Ministry of Corporate Affairs, has amended the Companies (Particulars of Employees) Rules, 1975, to the effect that particulars of employees of companies engaged in Information Technology sector posted and working outside India not being directors or their relatives, drawing more than Rs. 6 million per financial year or Rs.500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the annexure to this report.

Directors'' Responsibility Statement

Directors'' Responsibility Statement pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, is annexed to this report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Clause 49(IV)(F) of the Listing Agreement is disclosed separately in this report.

CSR Efforts & Assistive Technology

MindTree Foundation''s Charter has three aspects to it:

- To promote education to underprivileged children with a special emphasis on special or differently abled children.

- To provide relief of poverty by way of assistance to food, shelter and clothing.

- To provide relief of distress caused by calamities of nature.

All the activities undertaken by MindTree Foundation are broadly segregated under three programs as mentioned above. Programs taken up by MindTree Foundation during FY 2012-13 include:

1. Donation Programs: MindTree Foundation supports the under privileged children and children with disability, with resources in the form of money, infrastructure and education:

a. Built a new home for the inmates of Missionaries of Charity (M.O.C) Yelahanka, Bangalore at an expense of Rs. 200 lakhs

b. Donated Rs. 25 lakhs to SSK (Spastics Society of Karnataka) for installing a passenger-lift for their satellite treatment center IGICH (Indira Gandhi Institute of Child Health) premises in Bangalore.

c. Donated Rs. 20 lakhs to Sparsh Hospitals to do corrective surgeries for the underprivileged children.

d. Installed a 63 KVA Electrical Transformer worth Rs. 7 lakhs at a Leprosy Home in M.O.C. Janla, Odisha

e. Donated Rs. 5 lakhs to Sikshana Foundation, an N.G.O and supported 12 schools in Kanakapura District in Karnataka to improve their standards. This benefited about 1005 children.

f. Donated 300 computers to various NGOs and special schools'' utilization.

2. Voluntary Programs: Mindtree Foundation creates a platform for Mindtree Minds to do voluntary work and learn to collaborate and dedicate themselves to make a difference in the society.

a. In partnership with TTK Blood bank, MindTree Foundation conducted blood donation camps at Mindtree Bangalore, Pune, Hyderabad and Chennai and successfully collected 1,083 bottles of blood.

b. Conducted clothes drive during the year and sent 4 truck load of clothes for Goonj in India.

c. Ensured that the TSA (Technologists for Social Action) programs are organized on every second Saturday simultaneously across Mindtree Bangalore, Chennai, Hyderabad and Pune. Modified the programs from the year 2013 onwards by creating hands-on activities (to clean the floors, ceilings, change beds, bedspreads, feeding the inmates, cleaning the kitchen, toilets etc.,) for all the participants at M.O.C. premises. MindTree Foundation had 623 participants during the said year.

d. With the help of the Blessed Parents (Mindtree Leaders), MindTree Foundation sponsors 14 children from Somanahalli village for their higher education this program has been very successful so far. Two out of these 14 children have been admitted into Engineering Colleges for higher studies.

e. The joy of giving program brought about 800 volunteers participating from 6 project teams and made a huge difference to 650 children from the Government Schools.

f. With the support of 44 volunteers, MindTree Foundation conducted life skills programs in Mindtree Bangalore and Chennai for Government by benefitting 310 school children.

3. Technical Consultancy Programs: MindTree Foundation receives requirements from IIT-M (Indian Institute of Technology - Madras), SSK, and SPASTN (Spastics Society of Tamilnadu) on their various needs for technical solutions. MindTree Foundation supports them by collecting, evaluating, finding internal resources and external vendors to provide solutions.

a. IIT-M supplies ADITI to Vidyasagar School for disabled children in Chennai. MindTree Foundation continues to help IIT-M to make 100 more units of ADITI and so far, it has contributed in delivering 200 units to IIT-M.

b. KAVI-PTS: Based on IIT-M''s request, MindTree Foundation conceptualized KAVI-PTS and provided technical solutions and received appreciations from IIT-M for the same. IIT-M has also taken the solution to the Google Market.

c. Mobile Training Aid: MindTree Foundation is in a process of providing solution on Mobility Training Aid (for Cerebral Palsy affected kids) to IIT-M.

d. MindTree Foundation presented a technical paper on KAVI-PTS to IIT-M for the IEEE Global Humanitarian Technology Conference - South Asia Satellite (GHTC SAS 2013) under the Inclusive Technologies for the Differently abled track.

e. Finger-Switch: MindTree Foundation delivered Finger-switch POCs for Cerebral Palsy affected kids to IIT-M. This is demonstrated to National Trust Laboratories, Delhi and to Perkins, US.

f. SPASTN requested 32 types of technical solutions for their children with disabilities. MindTree Foundation created a volunteer team (with the help of delivery heads) in Chennai and Bangalore to deliver the solutions and has also identified 20 solutions which are under progress.

g. Suction Ball: MindTree Foundation has successfully delivered 45 numbers of the Suction Balls to SPASTN. This helped the children with Attention Deficit Hyper Active Disorder (ADHD), Cerebral Palsy, and Autism disabilities. MindTree Foundation also facilitated the development of KINECT based Gesture Comparison program for SPASTN, Chennai.

MindTree Foundation has won the award from SHRM India HR Awards''12 under the category "Excellence in Community Impact". This is an award constituted for HR excellence by Society of Human Resource Management (SHRM) and Economic Times.

Abraham Moses, Head, MindTree Foundation, has been awarded Forbes 2012 Philanthropy Award under the category "Good Samaritan" for his combined efforts in looking after administration and the personal welfare of Mindtree Minds.

Quality Initiatives

We continue our journey of delivering value to our clients through significant investments in quality programs. We have adopted several external benchmarks and certifications. Your Company is certified under various standards to meet clients'' requirements and enhancing valuable delivery. Customer Satisfaction

From last year, we have partnered with an independent firm to do our Annual Relationship Survey with our customers. We continue to leverage this relationship to bring the best practices into the engagement process as well as to bring in industry insights.

This year''s Customer Experience Survey was conducted over 5 weeks in January and February and we had a record number of 86% of our customers who participated in this survey. We are happy to report that on the two major parameters of Satisfaction and Advocacy we have increased our scores to 5.29 and 5.28 respectively on a 7 point scale.

The increased rigour in delivery has resulted in customers being happy about the Quality of Deliverables, Meeting Commitments and Overall Program Governance while the Collaborative Spirit has resonated with a majority of customers as Attitude and Willingness to go the extra mile.

Our investments in internal certification programs for project management, technical skills, leadership attributes have started delivering the desired results.

Customer Centricity will continue to be a thrust area during FY 2013-14 and deliver sustained performance through our customer facing processes, systems and quality.

Business Responsibility Report:

As per Clause 55 of the Listing Agreement, certain listed companies should submit as a part of the annual report, "Business Responsibility Report" describing the initiatives taken by the companies from an environmental, social and governance perspective.

We have always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to our Company''s governance and business operations and have voluntarily undertaken to publish the required data. The report covers our philosophy on corporate social responsibility, initiatives and activities taken up as part of this philosophy for the year 2012-13. Our Business Responsibility Report is available as a separate section of this annual report & the Sustainability Report will be available on our website www.mindtree.com. This is a comprehensive report that covers all aspects of our sustainability activities pertaining to our efforts on conservation of environment, conducting green awareness events, our commitment towards society, enhancing primary education, etc., This report is audited by reputed external Auditors.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force.

Acknowledgements

The Board thanks the Company''s customers, Mindtree Minds, Shareholders, Investors, Vendors, Bankers and Academic Institutions and all other stakeholders for their support to the Company during the year. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Software Technology Parks-Bangalore, Bhubaneswar, Chennai, Hyderabad, Pune and other Government and State Government agencies, the Tax Authorities, the Ministry of Commerce, Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Communication and Information Technology, Ministry of Finance, the Customs and Excise Departments, Securities and Exchange Board of India and others and look forward to their support in all future endeavors.

For and on behalf of

the Board of Directors

Bangalore Subroto Bagchi

April 22, 2013 Chairman


Mar 31, 2012

The directors have pleasure in presenting their thirteenth report on the business and operations of your Company for the financial year ended March 31, 2012.

Financial Performance (Rs. in million)

Financial Particulars FY 11-12 FY 10-11

Revenue from operations 19,152 15,090

Other income 384 461

Total revenues 19,536 15,551

Employee benefit expense 12,261 9,853 Finance costs 5 4

Depreciation and amortisation expense 695 712

Other expenses 3,958 3,456

Total expenses 16,919 14,025

Profit before tax 2,617 1,526

Current tax 534 298

Deferred tax (104) (3)

Profit for the year 2,187 1,231

Business Performance

Global Economy saw a slow recovery in 2011 (3.8% growth in 2011 as compared to 5.2% in 2010, as per IMF), owing to strains in the euro-area and shocks in Japan. 2012 is expected to see a much slower, subdued recovery (3.3% growth), with escalating downside risks that include growing concerns of a mild recession in the euro-area causing spill-overs in other economies and slower growth in emerging economies due to poor domestic demand and an uncertain external environment. Emerging economies are expected to grow by 5.4%, the advanced economies by 1.2% and the euro-area likely to contract by 0.5%. Though the overall economic outlook appears sluggish, global spending on technology continues to grow and the global IT offshoring market is expected to grow much faster (as per NASSCOM Strategic Review 2012). India currently accounts for about 74% of the global IT offshoring market.

We are a global IT services company that engineers meaningful technology solutions to help businesses and societies flourish. We place significant emphasis on a collaborative spirit, unrelenting dedication towards our customers, expert thinking and high standards of corporate governance. Our endeavor is to create success for our customers through innovative solutions delivered by happy people at workplace.

We have developed a comprehensive range of services to ensure that we offer end-to-end IT services to our clients. With delivery centers in India and the U.S., we offer IT strategy consulting, application development and maintenance, data warehousing and business intelligence, package implementation, product architecture, design and engineering, embedded software, technical support, testing, infrastructure management and knowledge processing services to our customers. The R&D research team creates intellectual property primarily in the short-range wireless communication segment, which are licensed to our clients. We believe that our comprehensive portfolio of service offerings helps our customers achieve their business objectives.

FY 2011-12 was a milestone year for MindTree, as we crossed $100 million in quarterly revenues and 10,000 MindTree Minds in Q2 FY 2011-12. Our ITS business has shown strong Q-over-Q volume growth.

Your Company received good traction for its services and its expertise in chosen segments continues to hold it in good stead. Your Company has also re-aligned its processes, updated services, enhanced technology offerings, restructured the organization, upgraded brand image and continued to deliver superior value to its customers. Your Company today is much more focused and is executing at a much higher efficiency than a year ago. For ITS, the growth momentum is expected to continue, however the growth rate will be slower than FY 2012 due to our size, caution in certain segments such as BFSI. The PES business faces some challenges in terms of captives, decision on product road map and in areas such as semiconductors and changing markets in consumer devices. We have restructured the business over the year and some areas such as Enterprise & Portal is expected to show increased traction. This business is prone to high degree of volatility. However at an overall Company level, we expect to grow higher than industry estimates in FY 2012-13.

Revenue for the year is Rs. 19,152 million signifying a growth of 26.91% in Rupee terms and 21.71% in dollar terms. We have 237 active customers as at March 31, 2012 of which 37 are Fortune 500 accounts.

EBITDA margins are at 15.31% as compared to 11.8% in the previous year. The main reasons for the increase in EBITDA margins are rupee depreciation of about 4.3% during the year and increased focus on operational excellence initiatives. Our effective tax rate is about 16.4% as compared to about 16.5% (after adjusting for the one time dividend tax paid on Aztec US subsidiary dissolution) in the previous year. PAT has increased by 77.7% to Rs. 2,187 million mainly because of the reasons explained above and due to our exit of the mobile business.

Dividend

Your directors had declared an interim dividend of Rs.1.50 per share and special dividend Re.1.00 per share i.e. Rs. 2.50 per share on the equity shares of Rs.10/- each (par value) on October 17, 2011 and was paid to the shareholders who were on the register of members of the Company as on the record date at the closing hours of November 1, 2011. Your directors also recommended a final dividend of Rs.1.50 per share on the equity shares of Rs.10/- each (par value) for the year ended March 31, 2012 which is payable on obtaining shareholders' approval in the thirteenth annual general meeting, making the total dividend for the year 2011-12 to 40%.

The dividend pay-out amount for the current year inclusive of additional tax on dividend will be Rs.188 million as compared to Rs. 117 million in the previous year.

Transfer to Reserves

We propose to transfer Rs. 219 million to the general reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975. Your Company also proposes to retain Rs.6,726 million in the profit and loss account on standalone basis.

Changes to Equity Share Capital

Your Company also issued 508,736 equity shares of Rs.10/- each to various MindTree Minds on exercise of stock options. Consequently, the paid-up equity share capital has increased from Rs. 400,351,870 to Rs.405,439,230.

Board Committees

The details of various committees of board are provided in the corporate governance report.

Infrastructure

In 2010-11, with the implementation of the first phase of your campus at Whitefield, Bangalore, your Company added 113,990 sq. ft. which translates to 910 seats. During 2011-12, your Company took up construction of the second phase inside this 3.16 acre plot. This new construction will provide us an additional 187,466 sq. ft. of built-up area and 1,400 seats after the facility becomes operational during the last quarter of 2012- 13. This facility will have water harvesting facilities, innovative air-conditioning technology saving 30% of energy consumption and all your Company's buildings adhering to the highest LEED standards.

In Hyderabad, your Company has outgrown from its modest facility in Banjara Hills and moved into a new facility inside an SEZ area. The new facility has a built up area of 43,250 sq.ft. with a seating capacity that will accommodate 392 employees.

In Chennai, your Company has set up another development centre in the city. This new facility is coming up inside Tata Ramanujam Infocity Limited campus. The new facility will have a built up area of 59,583 sq. ft. with seating capacity that will accommodate 717 employees.

Your Company is also expanding to Bhubaneswar. The state government has allotted us a 20-acre plot to build our own campus. Bangalore's reputed architects Chandavarkar and Associates have designed the 20-acre campus taking a cue from the ancient architectural principles behind local temples and applied them to a modern design. The campus is being built in a phase-wise manner and the first phase of 200,000 square feet will be completed in 2013.

Your Company has also set sights on building its first development centre in the United States. Your Company's expansion of its U.S presence is expected to bring some 400 new jobs to the Gainesville area beginning late this summer. Your Company's new U.S. Development Center reflects your Company's strategy to broaden its IT and software consulting offerings to its clients in the U.S.

Currently, your Company has 1,486,347 sq. ft. of built-up space as of March 31, 2012. The current expansion will add another 447,049 sq. ft. with 4,117 seats thus bringing the total to 1,933,396 sq. ft.

Subsidiaries

We had two subsidiaries as on March 31, 2012: MindTree Software (Shenzhen) Co. Ltd. and MindTree Wireless Pte. Ltd., Singapore.

As per Section 212 of the Companies Act, 1956, companies are required to attach the directors' report, balance sheet and profit & loss account of its subsidiaries. The Ministry of Corporate Affairs vide its circular no 2/2001 dated February 8, 2011 has provided an exception, to companies from complying with section 212 provided such companies publish the audited consolidated financial statements in annual report. The annual report for 2011-12 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable will be made available upon request.

People

The total number of MindTree Minds as at March 31, 2012 was 11,000 as against 9,547 as at March 31, 2011. During the year, your Company saw a decrease in attrition levels towards the end of the financial year and the annual attrition for the year was at 18.2% as against 25.1% in the year before. During the year under review, your Company has focussed on people engagement practices, career aspirations management and innovative practices in learning and development and compensation, which have all worked in favour of retention of our talent.

Your Company's multiple-award winning HR practices and great work environment helped to attract and retain talent. Your Company's people function works to align people's interests to the business goals. This creates a favourable environment and promotes innovation and merit. This strong alignment of our people's interests and business interests, led the organization to achieve its objectives and thus create value for people and customers. We have dedicated programs to help our people build new skills and competencies which promote knowledge sharing, building effective teams, etc. Your Company continues to innovate in knowledge management to ensure learning's are captured & disseminated across teams.

Employee Stock Option Plans

Your Company believes in the policy of enabling MindTree Minds to participate in the ownership of MindTree and share its wealth creation, as they are responsible for the management, growth and financial success of MindTree.

The Company currently administers seven stock option programs, viz. ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008 (A), DSOP 2006 and ESOP 2010 (A).

A reconciliation statement for the equity shares approved in-principle and later allotted and listed till March 31, 2012 is given below:

Particulars Number of Number of Number of Number of shares shares shares shares

- ESOP 1999 -ESOP 2001 - ESOP 2006(a) -2006(b)

In-principle approval received from

BSE & NSE 196,381 853,675 366,500 7,049,900

Less: No. of equity

shares allotted & listed (187,504) (698,324) (239,557) (858,616)

Balance number

of equity shares 8,877 155,351 126,943 6,191,284

Number of Number of Number of Particulars shares shares shares -DSOP 2006 -ESOP 2008 (A) -ESOP 2010 (A) In_Principle approval received from 500,000 300,000 1,135,000 BSE&NSE

Less:No.of equity (83,333) (76,087) (0) shares allotted & listed

Balance number 416,667 223,913 1,135,000 of equity shares

The details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been disclosed under annexure to the directors' report. There has been no variation in the terms of ESOP programs and no employee was:

(i) granted options, during the year, equal to or exceeding 1% of the issued capital.

(ii) received a grant, during the year, amounting to 5% or more of the options granted during the year.

Details of options granted to senior managerial personnel during the year are as under:

Name of Senior Managerial Personnel Designation Stock options granted

George Zacharias Executive vice president 60,000

Greg Blount Senior vice president 50,000

Directors

As per Article 29 of the Articles of Association, the following directors retire by rotation and being eligible, offer themselves for re-appointment.

1. Dr. Albert Hieronimus

2. Mr. R. Srinivasan

3. Mr. Siddhartha V.G.

Their brief resumes are attached to the notice of thirteenth annual general meeting. The board of directors have recommended their re- appointment and seek shareholders' approval in this matter.

Mr. Rajesh Subramanian resigned from board of directors of the Company w.e.f. July 31, 2011. Prof. Pankaj Chandra was appointed as an additional director of the Company by the board of directors on March 19, 2012. Mr. N. Vittal, Mr. George M. Scalise and Mr. Mark A. Runacres have also resigned from board of directors of the Company w.e.f. March 31, 2012.

Mr. Subroto Bagchi has been appointed as the Executive Chairman effective from April 1, 2012.

Your directors recommend that the resolutions relating to the re-appointment of Dr. Albert Hieronimus, Mr. R. Srinivasan, Mr. Siddhartha V.G. and Prof. Pankaj Chandra as directors of your Company be passed.

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives as at March 31,2012. Your Company had liquid assets of Rs. 3,660 million as against Rs. 1,545 million at the previous year end. These funds have been invested in deposits with banks and in money market mutual funds.

Awards and Recognitions during FY 2011-12

- Your Company has bagged the NASSCOM IT User Award 2012 under 'Social Media Adoption in an Enterprise' category for its intranet application called 'PeopleHub'.

- Your Company was awarded the 'Best Corporate Governance, India, 2012' by World Finance magazine.

- Your Company was ranked No. 3 in India in the 'Best overall for Corporate Governance' category in Asiamoney Corporate Governance Poll, 2011.

- Your Company ranked among the top 100 Global Outsourcing Companies in a study by Global Services Media and NeoAdvisory in 2011. The recognition is based on your Company's management excellence, customer maturity, global delivery maturity and breadth of services portfolio.

- Your Company was selected as the 'EPG Communication & Collaboration Partner of the Year 2011' by Microsoft.

- Your Company has been ranked 19th in the list of Top 25 Best Employers in India and ranked No.2 among the IT companies by AON Hewitt Best Employers' Survey 2011.

- Your Company is listed among the Top 10 companies in Zinnov Management Consulting's Global R&D Service Providers Rating 2011 for the second straight year.

- In the survey, which covered geographies such as India, China, Russia and Eastern Europe, your Company is positioned as the 3rd leading semiconductor R&D service provider.

- Your Company was named among the top 10 providers of Outsourcing/IT Integration services to the consumer goods industry in Consumer Goods Technology's (CGT) 2011 Readers' Choice Survey. Your Company was chosen by CGT's subscriber base as one of their most valued and used solution and service providers.

- Your Company was featured as Asian Most Admired Knowledge Enterprise (MAKE) winner for the fourth consecutive year in 2011, instituted by Teleos in association with THE KNOW Network. Your Company has also won the Global MAKE award for the second year in a row in 2011 and ranked second in the Indian MAKE.

- Mr. Krishnakumar Natarajan, CEO and MD, of your Company received Bloomberg UTV, CEO of the Year under Emerging Companies Category in 2011.

Litigation

No material litigation is outstanding as at March 31, 2012.

Deposits

In terms of the provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the Company has not accepted any fixed deposits during the year under review.

Sustainability Report and Green Initiatives at MindTree

Copy of the Sustainability Report and Green Initiatives taken by your Company is disclosed separately in this report.

Corporate Governance

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is given as annexure to this annual report. Certificate of the auditors regarding compliance with the conditions of corporate governance as stipulated in clause 49 of the listing agreement is also given in this annual report.

Transfer to Investor Education and Protection Fund

The Company had transferred unpaid dividend amounts within the statutory period to the Investor Education and Protection Fund. No transfer was due during the year under review.

Auditors

The retiring statutory auditors, M/s B S R & Co. Chartered Accountants, hold office as statutory auditors until the conclusion of the thirteenth annual general meeting and they have confirmed their eligibility and willingness to accept office and be re-appointed as the statutory auditors to hold office until the conclusion of the fourteenth annual general meeting.

Particulars of Employees

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to this report. The Ministry of Corporate Affairs, has amended the Companies (Particulars of Employees) Rules, 1975 to the effect that particulars of employees of companies engaged in Information Technology sector posted and working outside India not being directors or their relatives, drawing more than Rs. 6 million per financial year or Rs. 500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India.

Conservation of energy, technology absorption, foreign exchange earnings and outflow

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956, read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the annexure to this report.

Directors' Responsibility Statement

Directors' responsibility statement pursuant to section 217(2AA) of the Companies (Amendment) Act, 2000 is annexed to this report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under clause 49(IV)(F) of the listing agreement is disclosed separately in this report.

CSR Efforts - Assistive Technology

Support cause of People with Disability Special Ability

Visited special schools to demonstrate and create awareness about Assistive Technology Products.

- Weekly sessions about assistive technology to lateral-joined MindTree Minds.

- Customer teams were presented about ADITI and KAVI products in Bangalore and Chennai.

- A volunteer team in MindTree, Chennai presented ADITI and other Assistive Technology products to our customers, prospects.

- Leaders Quest team of a UK based organization that provides coaching to the senior management in leadership skills was presented ADITI and KAVI products.

- Participated in WoGAT (Working Group of AT products) among IITM, NotionInk, 99&1designs.com, and FAME.

Setup a working model and a chain of ECO partners.

- ECO partners were identified and discussions were initiated to take our Assistive Technology products to the mass production.

- Produced 100 units of Red-Pyramid ADITI and the cursor control software. There were already 120 ADITI units sold through Chethana to Vidyasagar - an NGO and special school for people with special abilities.

- KAVI-AT a text to speech Android application was completed and the POC was demonstrated to an NGO called FAME and Chethana. This application and the Game software can be downloaded from MindTree Foundation website.

- Developed a working model with partners to deliver indigenous, high quality and affordable AT products to the poor specially abled children.

- An NGO named WORTH (Workshop for Rehabilitation and Training of the Handicapped) has been identified for domestic and international market production.

- Perkins, a product company for visually-impaired, was chosen as a channel partner.

- FAME, an NGO and a special school for the children with special abilities were demonstrated ADITI and KAVI-AT products.

- Sophia's School in Bangalore has installed ADITI for one of their CP-affected students in their school.

Improvised ADITI-Wireless POC

- We have developed the next version of ADITI-W (Wireless). This is presently in the POC phase.

Draw product specifications for KAVI-PTS and another AT product idea, design, validate and demonstrate the POCs.

- Apart from ADITI, there are other needs mounting for a communication device like AAC (Augmentative Alternative Communication) from special schools for the children to speak. There are also requirements for KINECT based GAIT Analyzer from the special schools that may be considered.

- Various teams were formed such as core team, project team, volunteer team, and Internship teams. This helps in two ways to the organization:

- Create AT products with less efforts and cost.

- Create a platform for the MindTree Minds to contribute their skills for AT products.

- Product Specifications: Drafted specifications for the products ADITI, KAVI-AT, and Android-Picture-To-Speech based on the user story that we got from NGOs and special schools such as FAME and SPASTN.

- Design and Validation: Worked with various stake holders, conducted regular reviews, feedbacks to them.

- 35 new product ideas were generated with SPASTN Grants

Sparsh Foundation: MindTree donated Rs.22.5 Lakhs to Sparsh Foundation "SPARSH VACHANA" - that does the orthopaedic corrective surgeries to 200 under-privileged children.

Spastics Society of Karnataka: MindTree provides monthly supply of biscuits, takes care of the 200 destitute at M.O.C Bangalore and creates revenue for SSK.

Support the cause of Education

RangaShankara: MindTree Foundation, in association with RangaShankara and Aha! Theather has provided a medium of education to over 4000 children from Government schools in Bangalore.

Dharmapuri School: MindTree is sponsoring the teachers' salaries.

SANKYA: MindTree donated 200 computers and the cost of packing through Sankya who provide computer infrastructure and computer literacy to Government aided/unaided schools in the state of Karnataka.

Sikshana: Through Sikshana MindTree has adopted (5 Lakhs) 10 village primary schools (1896 children) in Karnataka to improve their scholastics levels.

Volunteer Program

MindShare Programs: Through Sambhav Foundation, 48 volunteers from MindTree conducted life-skills sessions for 1000 children of two schools from vulnerable & socially disadvantage backgrounds to enable them to cope with life's enormous intricacies, initiated TSA program at other locations of MindTree in India.

Samarthanam - Learning Program 1: We facilitated and conducted one day program for Samarthanam students on insight on corporate operations.

Joy of Giving Week: Through Mincho Foundation, we facilitated and celebrated the Joy of giving week with the under privileged children with two identified rural schools.

Communication

Improve internal and external awareness of MindTree Foundation's activities: We conduct weekly sessions of awareness regarding the activities carried on by MindTree Foundation for new joiners (including lateral Joiners).

A. Directors' Responsibility Statement pursuant to section 217(2AA) of the Companies (Amendment) Act, 2000

I. The financial statements have been prepared in conformity with the applicable accounting standards issued by the Institute of Chartered Accountants of India and requirements of the Companies Act, 1956, (the Act) to the extent applicable to us; on the historical cost convention; as a going concern and on the accrual basis had been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

II. The board of directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

III. The board of directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The board of directors have prepared the annual accounts on a going concern basis.

V. The financial statements have been audited by M/s B S R & Co., Chartered Accountants, the statutory auditors.

VI. The audit committee meets periodically with the internal auditors and the statutory auditors to review the manner in which the auditors are discharging their responsibilities and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditors and the internal auditors have full and free access to the members of the audit committee to discuss any matter of substance.

Acknowledgements

The board of directors thank the Company's customers, shareholders, investors, vendors and bankers for their support to the Company during the year. Your directors would like to make a special mention of the support extended by the various Departments of Central and State Government, particularly the Software Technology Parks, the tax authorities, the Ministry of Commerce, the Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their support in all future endeavors.

Your directors appreciate and value the contributions made by MindTree Minds at all levels.

For and on behalf of the board of directors

Bangalore Subroto Bagchi

April 16, 2012 Chairman


Mar 31, 2010

The directors have pleasure in presenting their eleventh report on the business and operations of your Company for the financial year ended March 31,2010.

Financial Performance Rs. in 000s

Particulars FY 10 FY 09

Income from software development

Overseas 11,417,496 9,484,196

-Domestic 915,002 641,503

Total Revenue 12,332,498 10,125,699

Software development expenses 7,673,555 5,694,373

Administrative and other expenses 2,365,179 3,554,091

Operating profit before interest, depreciation, other income and tax 2,293,764 877,235

Interest 25,278 161,992

Depreciation 610,557 468,580

Operating profit before tax 1,657,929 246,663

Other income 804,237 78,790

Profit before tax 2,462,165 325,453

Provision for taxation including FBT 349,500 80,296

Deferred tax charge/(credit) 31,700 (54,895)

Net profit after tax 2,080,966 300,052 Balance in profit and loss account brought forward 2,220,675 1,972,609

Amount available for appropriation 4,301,640 2,272,661

Dividend

Interim 39,187 38,023

Proposed 79,030 -

Total dividend 118,217 38,023

Dividend tax 20,091 6,462

Amount transferred to general reserve 208,097 7,501 Balance in profit and loss account

carried forward 3,955,234 2,220,675

Business Performance

The global economy went through an unprecedented crisis and many industries including the Indian IT industry were affected by it. This affected both revenues and profits of many of the Industry players. Even in this tough environment, improved sales mix, tight control on operations and expenses and better utilization has helped the Company to improve its profits.

Your Company received good traction for its services and its expertise in chosen segments continues to hold it in good stead. Your Company re-aligned its processes, updated services, enhanced technology offerings, restructured the organization, upgraded brand image and continued to deliver superior value to its customers. Your Company today is much more focused and is executing at a much higher efficiency than a year ago. Your Companys investment in training and talent transformation is beginning to pay off.

The demand for your Companys services continues to look robust, and the focus on our select verticals continues to resonate with target customers. The new go-to-market strategy is already yielding strong positive results and the pipeline looks significantly better than what we had at the beginning of the previous year. Your Company has been able to add strategic customers with good revenue potential and strengthened its existing customer relationships. Your Company would be collaborating with many more customers across new sectors thus expanding the portfolio and delivering superior value to customers. Your Company continues to operate as a long-term value addition player to its customers and provide the entire life-cycle services addressing their end-to-end requirements.

Your Companys income from software development grew to Rs. 12,332 million for the year ended March 31, 2010, which represents an increase of 22% over the previous years Rs 10,126 million. We saw growth across both overseas and domestic markets. Export revenues grew 20% to Rs. 11,417 million whereas domestic revenues grew 42% to Rs. 915 million.

Our operating profits for the year 2009-10 has grown to Rs 1,657 million, which is a growth of 572% over the previous year. We have achieved good results and our Profit After Tax (PAT) increased to Rs. 2,080 million.

Dividend

Your directors have paid an interim dividend of Re. 1 per share (10% on par value of Rs. 10) during November, 2009. Shareholders approval is sought to ratify the payment of interim dividend. Your directors are also pleased to recommend final dividend which is payable on obtaining members approval in the eleventh annual general meeting of Rs. 2 per share (20% on par value of Rs. 10) which includes a special dividend of Re. 1 per share on the occasion of MindTrees 10th Anniversary, making the dividend for the year 2009- 10 to 30% as compared to 10% in FY 2008-09.

The dividend payout amount for the current year inclusive of additional tax on dividend will be Rs.138 million as compared to Rs. 44 million in the previous year.

Transfer to Reserves

We propose to transfer Rs. 208.09 million to the general reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975. Your Company also proposes to retain Rs.3,955 million in the profit and loss account (on standalone basis).

Changes to Equity Share Capital

Your Company also issued 1,518,308 equity shares of Rs. 10 each to various MindTree Minds on exercise of stock options and also to shareholders of erstwhile Aztecsoft Limited as per the Scheme of Amalgamation. Consequently, the paid-up equity share capital has increased from Rs. 379,966,860 to Rs. 395,149,940.

Infrastructure

During the year, your Company has added a built-up capacity of 106,000 sq ft. and added 1,000 seats. With this, the total built up capacity of your Company in India stands at 1,326,000 sq ft.

The new capacity was built in an SEZ unit in our Whitefield campus. This new infrastructure includes space for workstations, conference rooms, meeting rooms and labs.

In addition, your Company has added world-class communication infrastructure to support our customers. This includes inter-office data links, internet access links, customer specific data links and dedicated data/voice links.

Strategic Acquisitions

Kyocera Wireless Private Limited (KWI)

In October 2009, your Company announced the acquisition of KWI which was the captive R&D center of Kyocera Wireless Corporation (KWC). Subsequently KWI became a wholly owned subsidiary of your Company. Established in 2003, KWI is engaged in product development in the areas of cellular handsets and cellular infrastructure, and supports full product engineering for KWCs global product portfolio and Kyocera Japans wireless base stations. KWI, has approximately 630 people and a development center in Bangalore. It continues to provide engineering services to various Kyocera entities on a contract basis. Integration of KWI into MindTree has been progressing well and we are seeing many areas of synergy.

During the year, the Company filed a petition with the Honourable High Court of Karnataka to merge KWI into MindTree via a Scheme of Amalgamation approved by the shareholders and creditors in their respective Court convened meetings held on April 20,2010.

Sevenstrata IT Services Private Limited (7Strata)

Your Company on April 22, 2010 announced that it has entered into a definitive agreement to acquire the business (including people, customer contracts and Intellectual Properties) of 7Strata, a Remote Infrastructure Management (RIM) services provider. The acquisition was effective from May 1,2010.

Strata is a Chennai-based, privately held company that offers end- to-end, fully integrated, remote IT monitoring and management services. 7Strata began its operations in October 2007 and the 7Strata team has developed a proprietary infrastructure management software platform to offer RIM services. The ITIL- compliant platform helps customers save money and improve service levels by having an automated and integrated tool to manage IT operation processes.

Amalgamation of Aztecsoft Limited (Aztec)

Your Company had filed an application with the Honble High Court of Karnataka for the Amalgamation of Aztec with the Company. During the current year approval of the Amalgamation was received from the Honble High Court of Karnataka on June 3, 2009. Under the scheme, Aztec was amalgamated with the Company with effect from April 1,2009.

People

The total number of MindTree Minds as on March 31, 2010 was 7,657 as against 6,091 as on March 31,2009. During the year, your Company saw an increase in attrition levels towards the end of the financial year and the annual attrition for the year was 13.6% as against 11.8% in the year before. However, due to our Industry leading people practices, our attrition is lower than most other industry players.

To remain at the cutting edge and to be the best, your Companys focus has been not only business strategies but. equally important is developing innovative Ht robust people practices. Your Company strongly believes, it is people alone who provide greatest sustainable, competitive advantage. During the year under review, the Company made substantial investments on people development and focused on improving productivity.

Your Companys multiple-award winning HR practices and great work environment helped to attract and retain talent. Your Companys people function works to align peoples interests to the business goals. This creates a favorable environment and promotes innovation and merit. This strong alignment of our peoples interests and business interests, led the organization to achieve its objectives and thus create value for people and customers. This in turn delivers good financial performance. We have dedicated programs to help our people build new skills and competencies which promotes knowledge sharing, building effective teams, etc. Your Company continues to innovate in knowledge management so that learnings are captured 6t disseminated across teams.

Employee Stock Option Plans

Your Company believes in the policy of enabling MindTree Minds to participate in the ownership of MindTree and share in its wealth creation, who are responsible for the management, growth and financial success of MindTree.

The Company currently administers six stock option programs viz. ESOP 1999, ESOP 2001, ESOP 2006(a), ESOP 2006(b), ESOP 2008 (A) and DSOP 2006. The details as required under SEBI (Employee Stock

Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been disclosed under Notes to Accounts Schedule 16 item 6 and forms part of the Annual Report. There has been no variation in the terms of ESOP programs and no employee was granted options, during the year, equal to or exceeding 1 % of the issued capital.

The weighted average exercise price is Rs 10 under ESOP 1999, Rs 50 under ESOP 2001, Rs 250 under ESOP 2006(a), Rs 345.60 under ESOP 2006(b), Rs 406.50 under ESOP 2008 A, Rs 292.21 under DSOP 2006.

The weighted average exercise price for stock options exercised during the year ended March 31, 2010 was Rs 231.55. The options outstanding at March 31,2010 had a weighted average exercise price of Rs 325.40 and a weighted average remaining contractual life of 3.87 years.

The Company has recorded compensation cost for all grants using the intrinsic value-based method of accounting, in line with prescribed SEBI guidelines.

Had compensation been determined under the fair value approach described in the guidance note on, "Accounting for employee share based payments", the Companys net profit and basic and diluted earnings per share would have reduced to the proforma amounts as indicated:

Amount in Rs.

Particulars Year ended Year ended March 31, 2010 March 31, 2009

Net profit as reported 2,080,965,209 300,052,129

Add: Stock-based 5,140,592 9,982,210 employee compensation expense (intrinsic value method)

Less: Stock-based 95,935,045 127,468,678 employee compensation expense (fair value method)

Proformance net profit 1,990,170,756 182,565,661

Basic earnings per share 53.04 7.94 as reported

Proforma basic 50.73 4.83 earnings per share

Diluted earnings 51.13 7.86 per share as reported

Pro forma diluted 48.90 4.78 earnings per share

The weighted average fair value of each option granted during the year ended March 31, 2010, estimated on the date of grant was Rs 368.70 using the Black-Scholes model with the following assumptions:

Grant date share price Rs. 253 -Rs. 580

Exercise price Rs. 253 - Rs. 580

Dividend yield (%) 0.04%-0.17%

Expected life 3-5 years

Risk free interest rate 5.46%-8.06%

Volatility 61.64%-89.72%

Details of options granted to senior managerial personnel during the year are as under:

Name of Senior Managerial Designation Stock options granted Personnel

Amit Banerji Vice President 20,000

MindTree Reorganization

With the objective of establishing leadership positions, MindTree is organized into the following seven business areas: IT Services, Infrastructure Management and Technical Support (IMTS), Independent Testing, Knowledge Services and Product Engineering Services, which comprises the R&D Services business, the Software Product Engineering (SPE) business, and NIW or Next in Wireless business.

The CEOs of the various MindTrees businesses are:

- IT Services: AnjanLahiri

- Group CEO, Product Engineering Services: S Janakiraman

- SPE:AshokKrishnamoorthy

- R&D Services: Vinod Deshmukh

- NIW or Next in Wireless: Samartha Nagabhushanam

- Independent Testing: N.S. Parthasarathy, supported by Ananda Rao Ladi

- IMTS: N. S. Parthasarathy, supported by Ram C. Mohan

- Knowledge Services: Scott Staples

We now have strong & dedicated teams which focus on each of the market segments we address. This helps create greater specialization within each area & have higher accountability.

Directors

There were no changes in the Board of Directors during the year under review. As per Article 29 of the Articles of Association, the following Directors retire by rotation and being eligible, offer themselves for re-appointment.

1. Dr. Albert Heironimus

2. Mr.V.G.Sidhartha

3. Mr. R. Srinivasan

Brief resumes of these directors are included in the notice for the eleventh annual general meeting.

Your Directors recommend that the resolutions relating to the re-appointment of Dr. Albert Heironimus, Mr. V. G. Sidhartha and Mr. R. Srinivasan as Directors of your Company be passed.

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. As on March 31, 2010 your Company had liquid assets of Rs. 1,614 million as against Rs 477 million at the previous year-end. These funds have been invested in deposits with banks and in money market mutual funds.

Fitch Rating

Your Company has been assigned a rating of AA(ind) on long term borrowings and a rating of Fl+(ind) on short term borrowings by Fitch Ratings. Further, the agency has rated the Outlook as "stable". Fitch is a leading global rating agency that provides credit opinions. Long-term rating [AA(ind)] indicates very low credit risk. TheShort- term F1+(ind) rating, which is the highest in the category, covers fund-based working capital limits and non-fund based working capital limits.

Awards and Recognitions during FY 2009-10

- Your Company was adjudged No. 1 on Corporate Governance in India and 2nd in Asia in the Corporate Governance Poll 2009 conducted by Asiamoney magazine. Your Companys Chief Financial Officer, Rostow Ravanan, was chosen by Asiamoney as The Best Investor Relations Officer in India.

- Your Company was ranked amongst the fastest growing technology companies in Asia Pacific by Deloitte Technology Fast 500 Asia Pacific 2009.

- Your Companys co-founder and Executive Chai rman Mr. Ashok Soota was conferred the Golden Peacock Award for Technology Leadership - 2010 for his outstanding achievements and leadership qualities.

- Your Company was awarded the Indian Most Admired Knowledge Enterprise (MAKE) Award by Teleos, in association with The KNOW Network.

- Your Company won the Asian Most Admired Knowledge Enterprise (MAKE) Award by Teleos, in association with The KNOW Network.

- Your Company won the 2009 CIO 100 award instituted by IDG Indias CIO magazine that recognizes organizations that exemplify the highest level of operational and strategic excellence in information technology.

- Your Company was ranked among the top five global R&D services providers, by Zinnov Management Consulting Pvt. Ltd.

- Your Company was ranked # 43 across all industries and 19th amongst IT services companies by The International Association of Outsourcing Professionals in their annual list of the Top 100 Global Outsourcing Companies. The selection process considers four critical criteria: size and growth, customer references, organizational competencies and management capabilities. MindTree has been progressively moving up the ladder and ranking over the last few years.

- - Your Company was named among the top 10 global Outsourced Product Development (OPD) service providers for 2009 by Global Services and neolT in their Global Services 100 study.

« Your Company became the first Indian company to receive the Texas Instruments (Tl) 2008 Supplier Excellence Award.

Litigation

No material litigation is outstanding as on March 31, 2010.

Deposits

In terms of the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the Company has not accepted any fixed deposits during the year under review.

Corporate Governance

Your Company has been practicing the principles of good corporate governance. A detailed report on Corporate Governance is given as Annexure to this annual report.

Certificate of the auditors regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also given in this annual report.

Corporate Governance Award

We continue to adopt best practices on Corporate Governance. As mentioned earlier in this report, your Companys good track record in terms of adherence to all applicable regulations, prompt filings, good disclosure, conservative business practices, etc. helped us get us the#1 ranking in India on Corporate Governance from Asiamoney.

Green Initiatives at MindTree

A copy of the green initiatives taken by your Company is enclosed in the annual report.

Consolidated Financial Statements

Your Company has four wholly owned subsidiaries namely Aztec Software, Inc, Aztecsoft Disha, Inc, MindTree Wireless Private Limited a MindTree Software (Shenzen)Co. Ltd.

Standalone and consolidated financials are disclosed elsewhere in this report.

Dissolution of Subsidiaries

During the year, your Company applied for the dissolution of Aztec Software, Inc 6 Aztecsoft Disha Inc to the US regulatory authorities with effective date as July 31,2009 and all the assets and liabilities of the subsidiaries as on this date were transferred to MindTree Limited.

Creatiop of New Subsidiary

During the year, your Company applied for the creation of a new Subsidiary. MindTree Software (Shenzhen) Co. Ltd. with Chinese regulatory authorities and the subsidiary was created on November 24, 2009.

Transfer to Investor Education and Protection Fund

The Company has within the statutory period transferred unpaid dividend amount to the Investor Education and Protection Fund.

Auditors

The retiring statutory auditors, M/s. B S R 6t Associates, Chartered Accountants, hold office as statutory auditors until the conclusion of the ensuing annual general meeting and thereafter they have declined to accept office. The audit committee of your Company has considered the matter and recommends that M/s B S R 6t Co, Chartered Accountants who have confirmed their eligibility and , willingness to accept office, be appointed as the statutory auditors to hold office until the conclusion of the twelfth annual general meeting.

Particulars of Employees

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to this report. The Department of Company Affairs, has amended the Companies (Particulars of Employees) Rules, 1975 to the effect that particulars of employees of companies engaged in Information Technology sector posted and working outside India not being directors or their relatives, drawing more than Rs. 2.40 million per financial year or Rs. 200,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India.

Conservation of energy, technology absorption, foreign exchange earnings and outflow

The Particulars as prescribed under section 217(1 )(e) of the Act, read with the Companies(Disclosure of Particulars in the Report of Board of Directors), Rules 1988 are set out in the annexure to this report.

Directors responsibility statement

Directors responsibility statement pursuant to Section 217(2AA) of The Companies (Amendment) Act, 2000 is annexed to this report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Clause 49(IV)(F) is disclosed separately in this report.

CSR Efforts

In this financial year, your Company has invested significant efforts and funds in its aspirations to be a socially relevant organization. Some of the highlights are:

a) Appointment of a senior industry professional as a full time CEO to run the MindTree Foundation, with specific focus on DifferentlyAbled people and Primary Education.

b) Funding of internship and training of differently-abled people to help them integrate into a world class IT company operations. One of them is 100% visually impaired, one a wheel chair user and another a person with partial vision due to lobectomy.

c) Provision of motorized wheel chairs to employees to help them acquire much higher mobility and independence than manual wheelchairs, thereby increasing their morale.

d) Formation of MindTree Forest, a 8000 tree sapling plantation with native trees, as part of our 10th Anniversary Celebrations.

e) Funding the operating expenses of children operated for severe orthopedic deformities through the SPARSH Vachana program.

f) Donation of used computers to schools and organizations supporting the needs of underprivileged children.

g) Launch and successful implementation of the Company wide volunteering program called MindShare in multiple locations in India and abroad.

h) The MindShare program has encouraged direct involvement of Minds different beneficiaries such as destitute men and women, orphans through monthly visits and infrastructure support, schools that cater for children from socially disadvantaged background etc.

i) Our volunteers conducted a life skills program over 16 weekends in a Government school in Bangalore, wrote exams for students with visual impairment and created audio books for these students.

j) During the year we productized our first assistive technology initiative in collaboration with two Chennai based NGOs and transferred the technology to a vendor. The product was successfully launched and orders placed by an NGO directly on the vendor.

k) MindTree contributed to industry wide efforts to improve inclusion and diversity through active involvement in CM and NASSCOM initiatives dedicated to these goals.

I) Many MindTree Minds contributed a days salary towards the Flood Relief Funds during the devastating floods last year in North Karnataka and Andhra Pradesh.

Acknowledgements

The Board of Directors thank the Companys customers, shareholders, investors, vendors, and bankers for their support to the Company during the year.

Your directors would like to make a special mention of the support extended by the various departments of the Government of India, particularly the Software Technology Parks, the Department of Electronics, the tax authorities, the Ministry of Commerce, the Department of Telecommunications, the Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their support in all future endeavors.

Your Directors appreciate and value the contribution made by MindTree Minds at all levels.

Directors Responsibility Statement pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000

I. The financial statements have been prepared in conformity with the applicable accounting standards issued by the Institute of Chartered Accountants of India and requirements of the Companies Act, 1956, to the extent applicable to us; on the historical cost convention; as a going concern and on the accrual basis had been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

II. The board of directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

III. The board of directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The board of directors have prepared the annual accounts on a going concern basis.

V. The financial statements have been audited by M/s B S R & Associates, Chartered Accountants, the statutory auditors.

VI. The audit committee meets periodically with the internal auditors and the statutory auditors to review the manner in which the auditors are discharging their responsibilities, and to discuss auditing, internal control and financial reporting issues. To, ensure complete independence, the statutory auditors and the internal auditors have full and free access to the members of the audit committee to discuss any matter of substance.



For and on behalf of the Board of Directors

Bangalore Ashok Soota Krishnakumar Natarajan

April 28, 2010 Executive Chairman CEO & Managing Director

 
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