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Directors Report of MindTree Ltd.

Mar 31, 2017

Dear Shareholders,

The behalf of the Board of Directors (“Board”) of Mindtree Limited (“Mindtree” or “Company”), We are happy to present the Eighteenth Board’s Report of your Company along with the audited financial statements on consolidated and standalone basis for the year ended March 31, 2017.

Rs. in million

Financial Particulars

For the year ended March 31

2017

2016

2017

2016

Consolidated

Standalone

Revenue from operations

52,364

46,730

47,526

43,398

Other income

553

839

633

973

Total revenues

52,917

47,569

48,159

44,371

Employee benefits expense

34,125

27,991

30,215

25,732

Finance costs

191

160

190

159

Depreciation and amortization expense

1,858

1,658

1,331

1,318

Other expenses

11,194

10,529

10,106

9,653

Total expenses

47,368

40,338

41,842

36,862

Profit before tax

5,549

7,231

6,317

7,509

Tax expense

1,363

1,706

1,426

1,699

Profit for the year

4,186

5,525

4,891

5,810

Other comprehensive income

(621)

(242)

(11)

(27)

Total comprehensive income

3,565

5,283

4,880

5,783

Your Company’s financial statements for the year ended March 31, 2017 are the first financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, numbers for all the comparative periods have been restated.

Company Performance

On consolidated basis, revenue for the year was Rs.52,364 million signifying a growth of 12.1% in Rupee terms. Your Company had 328 active customers as on March 31, 2017 of which 111 customers had revenues in excess of US$ 1 million, 30 customers had revenues in excess of US$ 5 million, 16 customers had revenues in excess of US$ 10 million, 4 customers had revenues in excess of US$ 25 million, 1 customer had revenues in excess of US$ 50 million and 1 customer had revenues in excess of US$ 100 million.

EBITDA margins have dropped from 17.6% in the previous year to 13.7% in the current year mainly due to:

- Increase in onsite revenue by 23% which has lower margins as compared to offshore margins.

- Increase in employee benefits expenses by 22%.

- Lower margin profile of acquired entities.

Our effective tax rate was about 24.6% as compared to about 23.6% in the previous year. PAT has decreased by 24% to Rs.4,186 million as compared to Rs.5,525 million in the previous year on account of drop in EBIDTA margins and also due to foreign exchange loss in FY 16-17 compared to a gain in FY 15-16, due to the sharp drop in exchange rates in the last quarter of FY 16-17.

On standalone basis, revenue for the year was Rs 47,526 million signifying a growth of 9.5% in Rupee terms. EBITDA margins have dropped from 18.5% in the previous year to 15.5% in the current year mainly due to:

- Increase in onsite revenue by 3% which has lower margins as compared to offshore margins.

- Increase in employee costs by 17% and increased investments in selling, general and administrative expenses.

Our effective tax rate for the current year remained at 22.6% as last year. PAT has decreased by 15.8% to Rs.4,891 million as compared to Rs.5,810 million in the previous year on account of drop in EBIDTA margins and also due to foreign exchange loss in FY 16-17 as compared to a gain in FY 15-16 due to the sharp drop in exchange rates in the last quarter of FY 16-17.

Share Capital

Your Company allotted 239,370 equity shares of Rs.10/- each, to various employees (“Mindtree Minds”) and to Directors on exercise of stock options under various Employee Stock Option Plans (ESOPs)/ Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP 2012) during 2016-17. Consequently, the paid-up equity share capital has increased from Rs.1,677,861,760 as on March 31, 2016 to Rs.1,680,255,460 as on March 31, 2017.

Dividend

Your Directors have declared three interim dividends during the year (i) The Board on October 21, 2016, declared an interim dividend of Rs.3/- per equity share of face value of Rs.10/- each, to the Shareholders, who were holding shares on the record date i.e., November 01, 2016 (ii) The Board on January 19, 2017, declared an interim dividend of Rs.2/- per equity share of face value of Rs.10/- each, to the Shareholders, who were holding shares on the record date i.e., January 28, 2017 (iii) The Board on March 27, 2017, declared an interim dividend of Rs.2/- per equity share of face value of Rs.10/- each, to the Shareholders, who were holding shares on the record date i.e., April 10, 2017.

Further, Your Directors have also recommended, a final dividend of Rs.3/- per equity share of face value of Rs.10/- each, for the Financial Year ended March 31, 2017 which is payable on obtaining the Shareholders’ approval at the Eighteenth Annual General Meeting.

The dividend pay-out amount for the current year, inclusive of tax on dividend will be Rs.2,005 million as compared to Rs.2,489 million in the previous year.

Dividend Policy

Your Company 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. The Company has formulated a Dividend Policy in accordance with SEBI (Listing obligation and Disclosure Requirement) Regulations, 2015 (hereinafter “LODR Regulations”) and the same is available on your Company’s website: https://www.mindtree.com/dividend-policy.

Mergers and Amalgamations

Your Company had filed a petition with the Hon’ble High Court of Karnataka [which was transfered to National Company Law Tribunal (NCLT)] for the merger of Discoverture Solutions, LLC and Relational Solutions Inc., the wholly owned subsidiaries with your Company. The Company has obtained all necessary approvals and complied with all the procedures. The final Order for the merger is awaited.

Adoption of new Articles of Association

During the year, your Company has amended its Articles of Association in accordance with the provisions of Companies Act, 2013 (hereinafter “the Act”). The approval of the Shareholders for the above amendment was obtained at the Seventeenth Annual General Meeting of the Company. The amended Articles are avaliable on the website of the Company at https://www.mindtree.com/sites/default/files/amended-articles-of-association. pdf.

Subsidiary Companies

Your Company has 5 direct subsidiaries and 7 step down subsidiaries as on March 31, 2017. During the year, the dormant step down subsidiary, Discoverture Solutions Europe Limited was liquidated. The details of the subsidiaries as at the year ended March 31, 2017 are as follows:

Sl. No

Name of Subsidiary

Date of Incorporation/ Acquisition

Country

Business

1

Mindtree Software (Shanghai) Company Limited

January 29, 2013

China

Information Technology Services

2

Discoverture Solutions, LLC

February 13, 20151

USA

Information Technology Services

3

Relational Solutions Inc.

July 16, 2015*

USA

Information Technology Services

4

Bluefin Solutions Limited

July 16, 2015*

UK

Information Technology Services

5

Magnet 360, LLC

January 19, 2016*

USA

Information Technology Services

Step Down (Subsidiaries of Bluefin Solutions limited)

1

Bluefin Solutions Pte. Limited

July 16, 2015*

Singapore

Information Technology Services

2

Bluefin Solutions Inc.

July 16, 2015*

USA

Information Technology Services

3

Bluefin Solutions Sdn Bhd

July 16, 2015*

Malaysia

Information Technology Services

4

Blouvin (Pty) Limited

July 16, 2015*

South Africa

Information Technology Services

Step Down (Subsidiaries of Magnet 360, LLC)

1

Reside, LLC

January 19, 2016*

USA

Information Technology Services

2

Numerical Truth, LLC

January 19, 2016*

USA

Information Technology Services

3

M360 Investments, LLC

January 19, 2016*

USA

Information Technology Services

Date of acquisition

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is given in Annexure 1.

In accordance with Section 136 (1) of the Act, the annual report of your Company containing inter alia, financial statements including consolidated financial statements, have been placed on our website: https://www.mindtree.com/about-us/investors. Further, the financial statements of the subsidiaries have also been placed on our website: https://www.mindtree.com/about-us/investors.

Awards and Recognitions

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

- Ranked in the NASSCOM Top 20 IT-BPM Employers in India for 2016.

- Recognized in Forbes India’s Super 50 2016 list for the second consecutive year based on consistent shareholder returns, sales growth and return on equity.

- Magnet 360, a Mindtree Company, awarded the Salesforce Marketing Cloud Innovation Award for 2016.

- Recognized as an overall leader in software testing services by NelsonHall, in its Vendor Evaluation and Assessment (NEAT) Report 2016.

- Awarded the ‘Porter Prize for Enabling Smart Connected Products’ by Institute for Competitiveness for reshaping industry boundaries, higher product utilization, transcending traditional product boundaries, building capabilities within enterprises, and rethinking & retooling internal processes.

- Ranked #3 under the categories ‘Best CEO, IR Professional, IR program, Analyst Days, Website’ in the IT sector and recognized as one of the ‘Most Honoured Companies’ in the All - Asia (ex-Japan) Executive Team rankings by Institutional Investor.

- Named as 2016 Azure Innovation Partner of the Year by Microsoft.

- Positioned as a leader for digital services in ‘Zinnov’s Zone for Digital Services’.

- Recognized by the Institute of Company Secretaries of India (ICSI) for excellence in Corporate Governance.

- Magnet 360, a Mindtree Company, included in Gartner’s Market Guide for Salesforce Service Providers.

- Positioned in the leadership zone for product engineering and embedded systems by Zinnov in the Zinnov Zones 2016, Product Engineering Services report.

- Recognized as a Leader in IAOP’s 2016 Global Outsourcing 100 for global excellence.

- Named as a leader for Application Outsourcing Capabilities among Midsize Offshore Vendors by Forrester Research.

- Mindtree’s Relational Solutions has been included in the Market Guide for Trade Promotion, Management and Optimization for the Consumer Goods Industry by Gartner.

- SAFA best presented Annual Report Award for 2015 for the communication and Information Technology sector for transparency, accountability and governance in the Annual Report by South Asian Federation of Accountants.

- Awarded the winner of the Silver Shield for the Annual Report including the Financial Statements for the year ended March 31, 2016 by the Institute of Chartered Accountants of India (ICAI)

People Function

Making Mindtree a Great Place to Work

The key differentiator at Mindtree is its unique culture and well thought out people practices which suits the ever changing needs and results in highly engaged Mindtree Minds - starting from pre-joining till exit engagement, the experience is worthwhile.

Orchard - a three month residential program at the Kalinga campus in Bhubaneswar is prudently planned for campus Mindtree Minds and the Arboretum helps in the suave assimilation of lateral Mindtree Minds joining from other organizations. The primary objective of both the assimilation programs is to provide a welcoming ground and support new talent to transition & adapt to the Mindtree way! Homecoming - a program conceptualized and executed to bring back Mindtree Minds who quit due to various reasons resulted in 70 Ex-Mindtree Minds proudly walking back to the place where they belong.

As we attract potential talent to join us, we also are equally focused on nurturing an inclusive talent pool. With a matrix structure the involvement of all Mindtree Minds in decision making and customer interaction is quite high. Their ideas and thoughts add significant value to the business and their energy & ability to question the status quo is the game changer. We have adequately lined up our practices, systems and processes to drive the spirit of inclusivity at Mindtree.

At Mindtree, we celebrate the fact that our workforce just don’t include Millennials, but is dominated by them and hence managers are prepared to engage and retain them in every possible way. A lot of focus is given in grooming managers to be effective in their roles and managing millennials is a key theme in all leadership development programs - one of the program focusses on grooming enterprise leaders and has a module focused on inspiring “Digital Natives”. As part of the module techniques like reverse mentoring is used where leaders worked with campus minds, our millennials as their mentors.

The Diversity story is another feather in the cap! The current workforce comprises of 51 nationalities and 29% of the Company are Lady Mindtree Minds. Learning courses on culture and inclusivity helps understand each other and the customer better. Flagship leadership programs like Enterprise Leadership and Exuberance - an exclusive program for the top 100 Lady Mindtree Minds results in key positions being successfully filled internally.

As we embark on Mindtree 3.0 the in-house talent is gearing up for the journey. 6,200 Mindtree Minds have reskilled themselves to suit the needs of the customer and continuously value add. Full stack engineers and specialists are being home grown and will be the key differentiator in being successful.

Headcount

The total number of Mindtree Minds including subsidiaries as on March 31, 2017 was 16,470 as against 16,623 as on March 31, 2016.

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

Your Company believes in providing a healthy environment to all Mindtree Minds and does not tolerate any discrimination or harassment in any form. The Company has in place a gender neutral 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. This policy is frequently communicated in assimilation programs and at regular intervals to all 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 on our learning platform called Yorbit.

2. It is mandatory for every new joiner to undergo a program on ‘Prevention of Sexual Harassment’ during induction program.

3. The Internal Complaints Committee is trained by external agency when the committee members are on-boarded to the committee.

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

5. The ‘Prevention of Sexual Harassment’ policy is placed in conspicuous places for better visibility and communication of the policy across all the locations.

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. ICC 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 are the summary of complaints received and resolved during the Financial Year 2016-17:

In India

a) No. of SH complaints received: 2

b) No. of SH complaints resolved: 2

Rest of the World

a) No. of SH complaints received: 0

b) No. of SH complaints resolved: 0

Branding

Your Company’s brand and logo represent our values and beliefs as an organization. Your Company firmly believes that, it is our identity that gives shape to our vision and communicates to the world what Mindtree stands for. Your Company functions on the principles of Collaborative Spirit, Unrelenting Dedication and Expert Thinking. We have therefore consciously and deliberately incorporated these elements into our branding and logo. Your Company’s brand voice is bright, confident and active. It reflects our forward thinking, confidence, strength and passion. Mindtree’s unique approach balances human perspective with deep strategic thinking that enables to create opportunities to help our clients succeed. Your Company has been successful in building its brand by wielding the right mix of Public Relations, Social Media, Advertisement and Digital Marketing. Additionally, your Company hosts multiple client round tables to collaborate closely with customers for solutions. Your Company’s “Make Digital Real” campaign initiated last year has been pivotal in strengthening our position as a leader in the digital space.

Infrastructure

In the beginning of the year, your Company had 21,82,000 sq.ft of space consisting of 17,873 seats spread across various locations in India apart from Mindtree Kalinga - Training and residential facility for 500 campus minds measuring about 2,72,000 sq.ft . Following are the key changes made during the year:

Bhubaneswar: Your Company added about 263 seats after expansion of existing facility by about 30,000 sq.ft. In addition, your Company has taken up construction of Software Development Block Building measuring about 180,000 sq.ft. This is likely to be ready for occupation by March 31, 2018.

Your Company has sufficient capacity to meet its growth needs over short and medium terms. Your Company has prioritized adopting Sustainable best practices in accordance with LEED green building design for creating & maintaining workplace infrastructure projects.

Deposits

In terms of the provisions of Section 73 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, 2017.

Board of Directors Board Composition

The Board of Directors comprised of three Executive Directors, two Non-Executive & Non- Independent Directors and six Independent Directors including two Women Directors as at the end of March 31, 2017.

Declaration of Independence by Independent Directors

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

Policy relating to appointment of Directors

The policy framed by the Nomination and Remuneration Committee (NRC) under the provisions of Section 178(3) & (4) of the Act, is as below:

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 with Directors having expertise in the fields of information technology, sales / marketing, finance, taxation, law, governance and general management.

b. The NRC considers 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.

c. In case of appointment of Independent Directors, the Committee satisfies itself with regard to the criteria for independence of the Directors in order to enable the Board to discharge its function and duties effectively.

d. In case of reappointment of Non-Executive and Independent Directors, the Board takes into consideration the performance evaluation of the Director and his / her engagement level.

Remuneration Policy

Your Company’s remuneration policy framed by NRC, is focused on recruiting, retaining and motivating high talented individuals. It is driven by the success and performance of the individual employees and the Company. Through its compensation programme, your Company endeavors to attract, retain, develop and motivate a high performance workforce. Your 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 NRC within the salary scale approved by the Board and Shareholders.

Directors and Key Managerial Personnel (KMP)

Appointment of Directors and KMP

The following appointment of Directors/KMP have taken place during the year:

1. Mr. Rostow Ravanan was appointed as CEO & Managing Director with effect from April 01, 2016 till March 31, 2021.

2. Mr. Krishnakumar Natarajan was appointed as Executive Chairman with effect from April 01, 2016 till June 30, 2017. Mr. Krishnakumar Natarajan has been reappointed by the Board of Directors as Executive Chairman for a further period of three years from July 01, 2017 to June 30, 2020 and the same is placed for the approval of the Shareholders at the ensuing Annual General Meeting.

3. Mr. Milind Sarwate was appointed as Independent Director for a period commencing from July 19, 2016 to July 18, 2021.

4. Mr. N S Parthasarathy was elevated as Executive Vice Chairman for a period commencing from October 21, 2016 to December 31, 2018.

5. Mr. Akshaya Bhargava was appointed as Independent Director for a period commencing from December 12, 2016 to September 30, 2021.

Reappointment of Director, retiring by Rotation

As per 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, every year. Mr. Subroto Bagchi retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Resignations, Cessations and Changes in Directors

1. Mr. Ramesh Ramanathan has resigned as a Board member with effect from October 21, 2016.

2. Dr. Albert Hieronimus has retired from the Board with effect from April 01, 2017.

There has been no change in the KMP other than mentioned above, during the year.

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 Evaluation

Pursuant to the applicable provisions of the Act and LODR Regulations, the Board has carried out annual evaluation of performance of the following in detail:

(i) Board as a whole;

(ii) Functioning of various Committees;

(iii) Individual Directors including that of Independent Directors;

(iv) Chairman of the Board.

The evaluation was led by the Chairman of the Board. The Board evaluation was conducted through questionnaire having qualitative parameters. The questionnaires were framed in line with the guidance note issued by SEBI on January 05, 2017.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as Board composition, focus on strategy, organizational matters, effectiveness of Board process, timelines of information, functioning, etc.

The performance of the Committees were evaluated after seeking inputs from the Committee members on the criteria such as Committee composition, frequency of meeting, effectiveness, independence, contributions to Board decisions etc.

The performance of the individual Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated. The evaluation was based on the criteria such as commitment, attendance, preparedness, participation, expression of opinions, etc.

The performance of the Board Chairman was evaluated after seeking inputs from all the Directors on the basis of the criteria such as leadership, preparedness, commitment, delegation of responsibilities, protection of shareholders’ interest, etc.

The outcome of the Board evaluation of the individual Directors was discussed individually with the Board members in detail.

The outcome of the evaluation of the Board, Committee and that of Chairman were discussed at NRC and at the Board meeting in detail. The feedback from the evaluation was that many process followed by Mindtree met best practice benchmarks as well as areas where we need to focus on strengthening few processes. The action plans were put in place for incorporating the findings of the evaluation.

Board Meetings

The Board of Directors of the Company met six times during the Financial Year 2016-17. The details of Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is within the stipulated time frame prescribed in the Act and LODR Regulations.

Board Committees

The following are the details of the Board Committees during the year 2016-17:

1 Audit Committee;

2 Nomination and Remuneration Committee;

3 Stakeholders’ Relationship Committee;

4 Administrative Committee;

5 Corporate Social Responsibility Committee and

6 Risk Management Committee

The composition of each of the above Committees, their respective roles and responsibilities are provided in detail in the Corporate Governance Report.

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 at arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All related party transactions were entered into with prior approval of the Audit Committee. There were no related party transactions that required approval of the Shareholders. The details of Related Party transactions entered into during the quarter were placed before the Audit Committee and the Board.

The policy for determining material related party transactions as approved by the Board is uploaded on the Company’s website and can be accessed at https://www.mindtree.rom/poliry-for-determining-material-related-party-transartions

The details of the related party transactions, referred to in Section 188(1) of the Act, as required under Section 134 (3)(h) read with, Rule 8 of the Companies (Accounts) Rules, 2014, is attached in Form AOC-2 as Annexure 5.

Employee Stock Option Plans and Employee Stock Purchase Scheme

Your Company believes in the policy of absorbing and retaining the best talents by allowing them to participate in the ownership of the Company and share its wealth creation, as they are responsible for the management, growth and financial success of your Company.

Your Company has granted various options under the following Employee Stock Option Plans, viz., ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008 (A), DSOP 2006, ESOP 2010 (A), a Employee Stock Purchase Scheme namely, Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS or ERSP 2012).

The Employee Stock Option Plans (ESOPs) and ESPS or ERSP 2012 are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (“Employee Benefit Regulations”) and there has been no material changes to these plans during the Financial Year. The summary information of various ESOPs and ESPS or ERSP 2012 of the Company is provided under Notes to Accounts under Standalone Financial Statements of this Annual Report. The Company has recorded compensation cost for all grants using the fair value- based method of accounting, in line with prescribed SEBI guidelines. Refer to Notes to accounts under Standalone Financial Statements of this Annual Report for details on accounting policy.

Disclosure on various plans, details of options granted, shares allotted on exercise, etc. as required under Employee Benefits Regulations read with SEBI circular no. CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 are available on the Company’s website: https://www.mindtree.com/ sites/default/files/details-under-sebi-regulations-7014.pdf. No employee was granted options / shares (under ESOPs or ESPS/ERSP 2012) during the year, equal to or exceeding 1% of the issued capital.

A Reconciliation Statement of the Equity Shares is attached as Part B - Annexure 2.

Details of unclaimed shares

The details of unclaimed shares as required under LODR Regulations is provided in Part A - Annexure 2.

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. Our cash and investments (net of short term borrowings) have increased from Rs.3,790 million as on March 31, 2016 to Rs.7,177 million as on March 31, 2017. The balance funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds.

Litigation

No material litigation was outstanding as on March 31, 2017. Details of litigation on tax matters are disclosed in the financial statements.

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. Auditor’s Certificate on Corporate Governance obtained from Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) for compliance with LODR Regulations, is provided in Annexure 9 and is a part of this Report.

Shareholder Satisfaction Survey

During the last quarter of FY 2017, Your Company conducted Shareholder Satisfaction Survey to engage more with the Shareholders and to seek your valuable feedback on improving our services. The questionaire was sent to those Shareholders who have registered their e-mail IDs’ with the Company / Registrar and Share Transfer Agent. The survey was also published on social media and Company’s website. The feedback was largely positive, which reflects that the investors / Shareholders services provided by your Company are satisfactory.

The Summary of responses received as below:

Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to Section 124(5) and other applicable provisions of the Act, read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, 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. 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 2016-17, unpaid or unclaimed dividend of Rs.476,758/- was transferred to the IEPF.

Attention is drawn that the unclaimed/ unpaid dividend for the Financial Years 2009-10 and 2010-11 is due for transfer to IEPF during September 2017 and December 2017. 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 up to the date of Seventeenth Annual General Meeting on July 19, 2016) 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: https://www.mindtree.com/about-us/ investors/unpaid-dividend-information

Further, Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, as amended, stipulates that shares on which dividend has not been paid or claimed for seven consecutive years, then such shares are to be transferred in favor of Investor Education and Protection Fund (IEPF).

Accordingly, the Company through individual notices as on March 31, 2017 and a newspaper notice as on April 4, 2017 in Business Standard and Kannada Prabha requested concerned Shareholders to encash their unclaimed dividend warrants on or before May 25, 2017 in order to circumvent their shares being transferred in favor of IEPF Suspense account.

Post the above due date the Company would go ahead and transfer the shares in favor of IEPF Suspense Account on the date and the manner referred in the said rules, without any further notice. Further, no claim shall lie against the Company in respect of unclaimed dividend amount or shares once the same are transferred in favor of IEPF Authority.

Auditors

a) Statutory Auditors:

The Audit Committee and the Board have recommended the proposal to ratify the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S), Statutory Auditors of the Company up to the conclusion of the Nineteenth Annual General Meeting and to authorize the Board of Directors or Committee thereof to fix their remuneration. The Company has received a certificate from the Auditors to the effect that the ratification of appointment, if made, would be in accordance with limits specified by the Act and that, they meet the criteria of independence. The proposal of their ratification is included in the notice of ensuing Annual General Meeting.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by Mr. G Shanker Prasad, Practising Company Secretary.

Auditor’s Report and Secretarial Audit Report

The Auditor’s report and Secretarial Audit Report do not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is annexed as Annexure 8 and is a part of this report.

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 the salary in excess of the prescribed limits under the above rules 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 of the same, 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 taken several constructive steps to conserve energy through its sustainability initiatives as elaborately disclosed in Business Responsibility Report in this Annual Report.

Directors’ Responsibility Statement

Your Company’s Directors make the following statement in terms of sub-section (5) of Section 134 of the Act, 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 Act to the extent applicable to 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 M/s. Deloitte Haskins & Sells, 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 Statutory 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 LODR Regulations, is disclosed separately in this Annual Report.

Corporate Social Responsibility Initiatives

As part of its Corporate Social Responsibility (CSR) initiatives, Your Company has undertaken several projects in accordance with Schedule VII of the Act. 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 primarily focuses 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 Initiatives 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.

Certificate Name

Issuing Authority

Certification Date

Certificate Expiry Date

Frequency of Surveillance Audits

Description

PCI-DSS V 3.1

Trustwave

March 01, 2017

February 28, 2018

Annual

The Payment Card Industry Data Security Standard (PCI DSS) is a proprietary information security standard for organizations that handle branded credit cards from the major card schemes including Visa, MasterCard, American Express, Discover, and JCB.

CMMI SVC L3 Ver 1.3

QAI

March 27, 2014

March 27, 2017 (renewal certificate awaited)

Once in 3 years

CMMI for services (CMMI-SVC) model, which is a comprehensive set of guidelines that helps organizations in the Services industry domain, to establish and improve processes for delivering services.

ISO/IEC 200001:2011

BSI

November 28, 2016

November 27, 2019

Once in 3 years

ISO/IEC 20000 is an international IT standard that allows companies to demonstrate excellence and prove best practice in IT management.

ISO 14001:2004

BSI

September 21, 2016

September 14, 2018

Once in 2 years

ISO 14001:2004 specifies requirements for an environmental management system to enable an organization to develop and implement a policy and objectives which take into account legal requirements and other requirements to which the organization subscribes, and information about significant environmental aspects.

BS OHSAS 18001:2007

BSI

September 21, 2016

September 24, 2019

Once in 3 years

BS OHSAS 18001 is a truly international standard which sets out the requirements for occupational health and safety management good practice for any size of organization.

Information Security Management System - ISO/IEC 27001:2013

BSI

May 18, 2015

May 09, 2018

Once in 3 years

ISO/IEC 27001 (ISO 27001:2013) is the international standard that describes best practice for an Information Security Management System (ISMS). Accredited certification to ISO 27001 demonstrates that an organization is following international information security best practices.

CMMI Dev L5 Ver 1.3

QAI

June 08, 2016

June 09, 2019

Once in 3 years

CMMI for development contains practices that cover project management, process management, systems engineering, hardware engineering, software engineering and other supporting processes used in development and maintenance.

Business Responsibility Report

Your Company has prepared Business Responsibility Report in line with LODR Regulations, which is annexed to this 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 2016-17.

Code of Conduct for Prevention of Insider Trading in Mindtree securities

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Mindtree Securities (“Code”) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. 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 Persons and other Mindtree Minds. Mr. Jagannathan Chakravarthi, CFO, continues to act as Compliance Officer under the Code.

Internal Control Systems and Adequacy of Internal Financial Controls

Your Company has a proper and adequate system of internal controls. Adequate internal controls ensures transactions are authorized, 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. Documented policies, guidelines and procedures are in place for effective management of internal financial controls. The internal financial control framework design ensures that the financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting. At regular intervals, internal teams test identified key controls. The internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting.

The Audit Committee, which comprises of professionally qualified Directors, interacts with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Audit committee defines the scope and authority of the internal auditor. To maintain its objectivity and independence, the internal auditor reports to the Chairman of the Audit Committee of the Board. The internal auditor 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 auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions proposed to fix the observations are presented to the Audit Committee of the Board.

Any other material changes and commitments

Any material changes and commitments affecting the financial position of the Company, occurred between April 1, 2017 and the date of signing this Report has been reported in the financial statements.

Audit Committee Recommendation

During the year, all 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 extract of Annual Return in Form MGT-9 is annexed herewith, as Annexure 4.

Significant & Material Orders passed by Regulators or Courts

There are no significant and material orders passed by Regulators or Courts, during the year under review.

Particulars of Loans, Guarantees and Investments u/s 186

Pursuant to Section 186 of the Act and LODR Regulations, disclosure on particulars relating to loans, guarantees and investments are provided in the financial statements.

Risk Management Policy

At Mindtree, Enterprise Risk Management (ERM) is an organization wide function looking into the risks which can have an adverse impact on Mindtree’s business. ERM encompasses areas of organizational exposure to risk (financial, strategic, operational and compliance). ERM also provides a structured process for management of risks whether those risks are quantitative or qualitative in nature.

Our risk framework is based on standards such as COSO, ISO 31000:2009 and IRM Risk Management Standard which enable us to structure our systems and mechanisms of risk management effectively. ERM involves risk identification, assessment and risk mitigation planning for strategic, operational, compliance and financial related risks across business units, functions and geographies.

Listing Fees

The Company affirms that the annual listing fees for the year 2017-18 to both National Stock Exchange of India Limited (NSE) and BSE Limited (Bombay Stock Exchange) has been paid.

Acknowledgements

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, for making Mindtree 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 thank all the Departments of Government of India, Central Government, State Government, Tax Authorities, Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges and other governmental/ Semi-governmental bodies and look forward to their continued support in all future endeavors . The Board also would like to thank our 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.

For and on behalf of the Board of Directors

Place: Bengaluru Krishnakumar Natarajan

Date: April 20, 2017 Chairman


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, 2011

The directors have pleasure in presenting their twelfth report on the business and operations of your Company for the financial year ended March 31, 2011.

Financial Performance (Rs in million)

Particulars FY 11 FY 10

Income from software development 15,090 12,332

Software development expenses 10,144 7,697

Administrative and other expenses 3,165 2,341

Operating profit before interest,

depreciation, other income and tax 1,781 2,294

Interest 4 25

Depreciation and amortization 712 611

Operating profit before tax and

other income 1,065 1,658

Other income 461 804

Profit before tax 1,526 2,462

Provision for taxation 298 349

Deferred tax charge/ (credit) (3) 32

Net profit after tax 1,231 2,081

Balance in profit and loss account

brought forward 3,955 2,220

Amount available for appropriation 5,186 4,301

Dividend

Interim 50 39

Proposed 50 79

Total dividend 100 118

Dividend tax 17 20

Amount transferred to general reserve 123 208

Balance in profit and loss account

carried forward 4,946 3,955

Business Performance

After a downturn, the recovery process varies from business to business. The latter half of 2010 had shown a very positive momentum in our overall business environment and this was reflected in our Q-over-Q numbers. Our ITS business has shown strong Q-over-Q volume growth and we are beginning to see a growth trend in product engineering services also. These are good signs for 2011-12.

MindTree is poised to grow significantly in the current year. We are seeing a pickup in the market with discretionary spending increasing and technology customers starting to enhance investments in product development. These positive changes in the market auger well for MindTree and we expect the growth momentum to continue in FY 2011-12 too.

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. The demand for your Companys services continue to look robust, and the focus on our select verticals continues to resonate with target customers.

Leaving a global footprint is just as important as it is to make a place in the domestic market and hence bagging the Unique Identification Project (UID) from Government of India, amidst stiff competition has given a major boost to your Companys morale and favoured the business objectives.

Your Companys income from software development grew to Rs. 15,090 million for the year ended March 31, 2011, which represents an increase of 22% over the previous years Rs. 12,332 million. We saw growth across both overseas and domestic markets. Export revenues grew 20% to Rs. 13,742 million whereas, domestic revenues grew 47% to Rs.1,348 million.

EBITDA margins were at 11.8% as compared to 18.9% in the previous year. The main reasons for the decline in EBITDA margins are due to the investments we made in our products business, rupee appreciation of about 4%, wage revisions effected during the year, increase in subcontractor costs and recruitment expenses.

Our operating profits for the year 2010-11 were at Rs. 1,781 million and our Profit After Tax (PAT) was at Rs. 1,231 million. Our effective tax rate based on current taxes is about 16.5% (after adjusting for the one time dividend tax paid on Aztec US subsidiary dissolution) as compared to about 15.6% in the previous year.

Apart from the reasons explained above, a major reason for the decline in the PAT from FY 2009-10 was that the Company had a Mark To Market (MTM) gain of Rs. 1,113 million in FY 2009-10 which was a one-off item due to the INR appreciation in FY 2009-10. In

comparison, the MTM gain was only Rs. 136 million in FY 2010-11.

The demand outlook for IT has improved. After negative growth in last year, the growth in global IT spend is expected to be in the range of 4-6% till 2014. Indian IT industry has also started realizing higher growth rates.

Our IT services business is on a strong footing. Some of the large wins we have announced have set the momentum for FY 2011-12.

Dividend

Your directors have paid an interim dividend of Rs. 1.25 per share (12.5% on par value of Rs. 10) during November, 2010. Shareholders approval is sought to ratify the payment of interim dividend. Your directors are also pleased to recommend a final dividend of Rs. 1.25 per share (12.5% on par value of Rs. 10) which is payable on obtaining shareholders approval in the twelfth annual general meeting, making the total dividend for the year 2010 -11 to 25%.

The dividend payout amount for the current year inclusive of additional tax on dividend will be Rs.117 million as compared to Rs. 138 million in the previous year.

Transfer to Reserves

We propose to transfer Rs. 123 million to the general reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975. Your Company also proposes to retain Rs.4,946 million in the profit and loss account on standalone basis.

Changes to Equity Share Capital

Your Company also issued 520,193 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. 395,149,940 to Rs. 400,351,870.

Board Committees

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

Infrastructure

During the year, your Company has added 113,990 sq. ft. of built-up capacity. With this, the total built-up capacity of your Company in India stands at 1,580,896 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.

Amalgamation of MindTree Wireless Private Limited (MWPL)

The Company acquired 412,500 equity shares of MindTree Wireless Private Limited (MWPL) [formerly Kyocera Wireless (India) Private Limited] representing 100% of equity share capital of MWPL. Consequently, MWPL became a 100% subsidiary of the Company with effect from October 1, 2009.

The Company filed a Scheme of Amalgamation ("the Scheme") with the Honble High Court of Karnataka for the amalgamation of MWPL with the Company effective April 1, 2010 (the Appointed Date). The Honble High Court of Karnataka approved the aforesaid Scheme vide its Order dated December 10, 2010. As per the terms of the Scheme, MWPL was amalgamated with the Company with effect from April 1, 2010. The Company has accounted for the amalgamation as "Amalgamation in the Nature of Purchase", under AS 14, Accounting for Amalgamations.

Subsidiaries

We have two subsidiaries as on March 31, 2011: 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 & 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 2010-11 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, 2011 was 9,547 as against 7,657 as at March 31, 2010. 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 at 25.1% as against 13.6% in the year before.

To remain at the cutting edge and to be the best, your Companys focus has been not only business strategies but also developing innovative & robust people practices. Your Company strongly believes that it is people alone who provide greatest sustainable and 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. 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 learnings 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). In-principle approvals for administering the seventh stock option program i.e. ESOP 2010 (A) has been received from the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) during the year.

MindTree Limited - Stock Option Plan 2010 (A) - (Program 7) is a new Program and no options have been granted under this Program as on date. The proposed offer of 1,135,000 equity shares of Rs. 10/- each under Program 7 is a new initial offer and no previous offer has been made under this Program 7.

The status of various stock option plans as at March 31,2011 is as 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 shares allotted & listed (187,416) (658,200) (170,262) (473,658)

Balance number of shares 8,965 195,475 196,238 6,576,242

Particulars Number of Number of Number of shares shares shares DSOP 2006 ESOP 2008 (A) ESOP 2010 (A)

In-principle approval 500,000 300,000 1,135,000 received from BSE & NSE

Less: No. of shares allotted & listed (70,000) (75,149) 0

Balance number of shares 430,000 224,851 1,135,000



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 Designation Stock options granted Personnel

Mr. Samartha Nagabhushanam President 50,000

Mr. Ashok Krishnamoorthy President 25,000

Dr. Albert Hieronimus Director 35,000

Prof. David. B. Yoffie Director 35,000

Mr. Mark. A. Runacres Director 15,000

Mr. R. Srinivasan Director 15,000

Mr. Amit Banerji Vice President 20,000

Mr. N. Vittal Director 15,000

MindTree Reorganization

With the objective of establishing leadership positions, MindTree is organized into the following two business areas and getting a new organization structure, effective April 1, 2011;

IT Services and Product Engineering Services (PES)

To improve operational efficiency and better market addressability, Software Product Engineering (SPE), Research & Development Services (RDS) and Next in Wireless (NiW) will be consolidated under Product Engineering Services (PES).

With a view to provide end to end data & analytics services to customers, DW/BI practice and Knowledge Services will be combined to form Data & Analytics Solutions. DAS will become the third arm of our growth enablers and the other two being IMTS and Testing will help ITS and PES drive higher growth.

The Presidents of the various businesses of MindTree are:

- IT Services: Mr. Anjan Lahiri

- PES Services: M r. S. Janakiraman

- Testing & IMTS: M r. Parthasarathy N.S.

- Data & Analytics Solution: M r. Scott Staples

We 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

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

1. Prof. David. B. Yoffie

2. Mr. Rajesh Subramaniam

3. M r. N. Vittal

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

Your directors recommend that the resolutions relating to the re- appointment of Prof. David. B. Yoffie, Mr. Rajesh Subramaniam and M r. N. Vittal as directors of your Company be passed. M r. Ashok Soota has resigned as the Executive Chairman and member of the board of directors effective from March 31, 2011. Dr. Albert Hieronimus has been appointed as the Non-Executive Chairman effective from April 1, 2011.

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives as at March 31,2011, your Company had liquid assets of Rs. 1,545 million as against Rs. 1,614 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 F1+(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. The Short- 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 2010-11

·Your Company was ranked among Industry leaders in IT Services and Product Engineering and was recognized among worlds leading outsourcing providers by Global Services Media and National Association of Software and Service Companies (NASSCOM).

· Your Company was adjudged as overall winner in the 2010 Global MAKE Award and also won the Asian Most Admired Knowledge Enterprise (MAKE) Award by Teleos, in association with The KNOW Network.

·Your Companys Assistive Technologies Program was adjudged as a winner in the e-inclusion category at Manthan Awards South Asia 2010.

·Your Company was recognized among Top 10 Outsourcing Providers in Consumer Goods Technology Readers Choice Survey.

·Your Company was named as a Leading Mid-Sized Service Provider by Everest Research Institute.

·Your Company unveiled the largest portfolio of "Ready-to-Brand" Video Surveillance Solutions at IFSEC 2010.

Litigation

No material litigation is outstanding as at March 31, 2011.

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 has transferred unpaid dividend amounts within the statutory period to the Investor Education and Protection Fund.

Auditors

The retiring statutory auditors, M/s B S R & Co. Chartered Accountants, hold office as statutory auditors until the conclusion of the ensuing annual general meeting and they have confirmed their eligibility and willingness to accept office and be appointed as the statutory auditors to hold office until the conclusion of the thirteenth 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 won the Manthan South Asia 2010 Award under e-inclusion category for its work in developing affordable indegenious assistive technologies for persons with disabilities.

- MindTree has spent approximately 700 person days of engineering effort in the development of Assistive Technologies in the past year.

- MindTree has spent approximately INR 1 Million in the past year for purchase of goods and services towards development of Assistive Technologies.

Advocacy towards employment and inclusion of persons with disabilities

- MindTree conducted a formal Accessibility Audit for the three phases, MTW – P1, P2 & P3 through an external accessibility auditor.

- MindTree Foundation was part of the organizing team at three national level conferences on persons with disabilities, covering the areas of employment and assistive technologies, with Spastics Society of Karnataka, NASSCOM and with Govt. of Karnataka.

- MindTree has actively participated and represented the cause of persons with disabilities in various forums such as NASSCOM – Diversity & Inclusivity committee, NASSCOM Foundation – Disability Advisory Group, CII - Karnataka – Disability Forum.

Outreach

- Disbursed INR 3 million for SPARSH VACHANA, Bangalore to support the orthopedic and plastic corrective surgeries conducted by Sparsh Hospital for children from disadvantaged backgrounds.

- Disbursed INR 1 million to SAMARTHANAM Trust for the disabled for the construction of their new facility in HSR Layout, Bangalore.

- Disbursed INR 0.5 million for Sikshana Foundation, to support their efforts in improving education in rural primary schools.

- Disbursed INR 0.2 million to support the Theater Appreciation program for schools across Karnataka.

- Disbursed INR 0.4 million to Ashoka Innovators to support their program for Social Entrepreneurs.

- Disbursed 0.5 million through the Dream to Reality Program. This is enabling 15 rural children realize their dreams of higher education by taking care of the school, hostel and other expenses every year.

- Refurbished and donated close to 600 used Computer Systems for use in schools catering to underprivileged and rural population.

- Donated dresses for children and elderly during the year - Chennai (73 – 27 boys, 43 girls, 3 elderly), Pune (295 – 25 children and 270 elderly), Bangalore (257 – 69 children, 188 elderly), Hyderabad ( 156 – 3 boys, 42 men, 111 women).

- During this year, the Foundation organized to deliver bakery items from Spastics Society of Karnataka to the Sishu Bhavan Orphanage run by Missionaries of Charity. This not only ensures that Sishu Bhavans daily needs are met, but also helps SSK to keep their bakery running.

- Sponsored a seminar on use of Assistive Technologies for children with autism in Spastics Society of Karnataka, Bangalore.

Volunteerism

- Our volunteer team in Bangalore executed Life Skills Programs to 1000 children from socially disadvantaged backgrounds in two schools.

- Our volunteer team in Chennai has helped in conducting free Cataract surgeries for 5 elderly ladies in Kakkum Karangal during the year.

- Our volunteer team in Pune celebrated Holi, sponsored breakfast and played a cricket match with the children in Wagoli Ashram in Pune.

- Our volunteer team in New Jersey participated in the Jersey Cares program and helped in renovating a local school building.

Enabling higher levels of inclusion and engagement within MindTree

- Lifeline, intranet portal for Blood Donation was relaunched with improved features. 639 Minds have registered as Donors on the site. Till now, 44 requests have been raised in the system for emergency blood requests.

- Released a comprehensive policy for persons with disabilities in MindTree in December 2010.

- Number of Minds registered as differently abled is 42. This is approximately 0.5% of the total Minds.

- Launched the updated www.MindTreeFoundation.org website with many accessibility features which make it easier for people with disabilities to access its content.

- Created the Good Samaritan role to handle employee emergencies, especially accidents and other loss of life incidents, as a single point contact.

- MindTrees document digitization is done by Vindya Infotech. 100% of their staff are persons with disabilities.

- We have formalized the policy of giving company provided Motorized Wheel Chairs for all mobility impaired Minds while in MindTree premises. We have also formalized the provision of other accommodations like screen reading software, etc. 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

I V. 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 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 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.

Bangalore For and on behalf of the board of directors

April 21, 2011

Dr. Albert Hieronimus Krishnakumar Natarajan

Non-Executive Chairman CEO & Managing Director


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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