Directors Report of MindTree Ltd.

Mar 31, 2021

Dear Shareholders,

Your Directors have pleasure in presenting Twenty Second Board''s Report on the business and operations of the Company ("Mindtree Limited, "Mindtree", or "Company"), together with the audited Standalone and Consolidated financial statements for the year ended March 31, 2021.

Financial Performance '' in million
Particulars	For the year ended March 31
	2021	2020	2021	2020
	Consolidated Standalone
Revenue from operations Other income Total revenues Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses Profit before tax Tax expense Profit for the year	79,678	77,643	79,678	77,643
	1,517	756	1,517	756
	81,195	78,399	81,195	78,399
	51,132	50,647	51,132	50,647
	504	529	504	529
	2,596	2,754	2,596	2,754
	11,979	16,181	11,981	16,182
	66,211	70,111	66,213	70,112
	14,984	8,288	14,982	8,287
	3,879	1,979	3,879	1,979
	11,105	6,309	11,103	6,308

Company Performance

On a consolidated basis, revenue for the year was '' 79,678 million signifying a growth of 2.6% in Rupee terms. The growth in revenue is attributable to cMT and RcM verticals whilst BFSI and TH verticals have witnessed a temporary de-growth due to the ongoing covid-19 pandemic. Pat for the year was '' 11,105 million signifying an increase of 76%. Since the difference between the standalone and consolidated results is insignificant, the commentary provided for explaining the company''s consolidated performance also applies to the company''s standalone performance. For more details, please refer to the "Financial Performance" section provided in Management Discussion and Analysis Report, which is a part of this Integrated Annual Report.

Credit Rating

Your Company has been rated by India Ratings and Research (Ind-Ra) for its Banking facilities. It has upgraded Long Term Issuer Rating to ’IND AAA'' from ’IND AA ''. It has also rated your Company''s Short Term facilities with ''IND A1 ''.

The upgrade reflects your company''s continued strong parentage, credit profile, liquidity position, strong corporate governance practices, financial flexibility and conservative financial policies.

Update on COVID 19 impact and our initiatives

Mindtree''s robust risk management, business continuity and crisis management capabilities ensured uninterrupted services to our customers, while maintaining health and safety of Mindtree Minds despite the COVID-19 pandemic.

The Mindtree War Room, consisting of senior leaders from different functions, has effectively coordinated our response to the pandemic. Mindtree has been a pioneer in remote working and agile delivery. This, coupled with our proactive response, has allowed us to ensure business continuity during these challenging times. The result of our efforts was that the highest ever Customer Experience Survey results were achieved in 2020-21, a testament to the efforts put in by leadership, employees (Mindtree Minds) and our supply chain partners.

An extensive health, safety and people engagement program has been implemented for Mindtree Minds. This includes medical support, COVID-specific insurance coverage and wellness counselling services for Mindtree Minds as well as dependents, emergency medical fund, best practices for employee and workplace safety, travel restrictions, and awareness campaigns. Crisis Response Teams (CRTs) have been providing support to Mindtree Minds across the globe.

Oversight for the COVID-19 response has been provided by the Risk Management Committee of the Board.

Any other material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between April 1, 2021 and the date of signing this report.

Reclassification of Promoters/Promoter Group to Public

During the year, Mr. Krishnakumar Natarajan, Mr. Rostow Ravanan, Mr. Subroto Bagchi, Mr. N S Parthasarathy and their relatives, LSO Investment Private Limited, Mr. Kamran Ozair and Mr. Scott Staples have been reclassified in the shareholding pattern from Promoters/ Promoter Group to Public. Larsen and Toubro Limited holds 61.03% as on March 31, 2021 and is the only Promoter of the company.

Share Capital

During the year, your company allotted 1,45,700 equity shares of ''10/- each, to Mindtree Minds under Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP 2012). With the said allotment, the paid-up equity share capital has increased from '' 1,645,740,660/- as on March 31, 2020 to '' 1,647,197,660/- as on March 31, 2021.

People Strategy

At Mindtree, we have always taken pride in our unique culture and people practices. We seek to bring together people with different views, skills, and backgrounds to create the Mindtree of our vision - ''expertise led, culture backed''.

However, cliched it may sound people are our greatest assets and consider them as our brand ambassadors. We refer to them as ''Mindtree Minds''. People have been our strongest strength, our biggest competitive advantage and our greatest asset.

A lot of it may sound repetitive and hard to believe, but this pandemic we were proud to prove again that our focus is "people first". Over the last few months everyone has had to adjust to a new normal due to the outbreak of COVID-19. At Mindtree our immediate task at hand was not to mitigate losses, but rather ensure that all processes continue smoothly. Along with the rest of the company, our People Function Team (HR) wasn''t far behind in crafting and executing the best people initiatives to keep our Mindtree Minds motivated, secure and connected.

Below is a brief summary of the initiatives:

1. Navigating COVID-19

Over the last few months, everyone has had to adjust to a new normal due to the outbreak of COVID-19. Like any other institution, when we found ourselves in the thick of an unprecedented situation, we took all possible measures to mitigate potential impact to every stakeholder - customers, employees, investors and society at large. Some of the prominent measures were as below:

• Established a War Room. Mindtree devised a plan with four prongs comprising different but essential areas - health and safety, business continuity, client support, and communications. A war room had been set up, and a core Crisis Response Team had been formed.

• Crisis Management Teams were set up to support Mindtree Minds and projects. There was a central team managing the communication across all the local teams.

• Survey launched to 18K Mindtree Minds and 97% Mindtree Minds have mentioned that they are getting sufficient updates from the organization on the initiatives taken during pandemic.

• Remote support BCP was enabled immediately for all. By March 24, 2020 98.5% Mindtree Minds in India were working from home (WFH) and by March 27, 2020 99% were WFH globally.

• Exclusive Tie-up with Hospitals & Lodges - arranging ambulances, ventilators, COVID Beds, Online doctor consultation, COVID Super Top-up Insurance covering home quarantine expenses, Counselling session for Mindtree Minds and dependents.

• Social Distancing implemented across the campus. In addition foot operated door openers, pedal operated taps, sanitization of high touch points, disinfectant treatment and fumigation was also undertaken.

• 43 Minds infected and lost 2 Mindtree Minds due to COVID-19.

• Work From Office approval process and self-declaration form (SDF) process was automated for the convenience of our Mindtree Minds.

2. Engagement with a difference

The pandemic gave us a new challenge - to engage and connect with our Mindtree Minds beyond work. We took this task very seriously and with this in mind concentrated on 4 main areas: emotional, physical, intellectual and financial engagement.

Emotional well-being

• Quarterly Leadership Connect: As the teams moved virtually, it was imperative that Mindtree Minds connected virtually more than ever. For all organization-wide related updates, a virtual Leadership Connect called ''All Minds Meet'' was set up on a quarterly basis across geos. This hour-long session included updates from our CEO, COO and CPO, followed by a Q&A round.

• Virtual engagement platform: At Mindtree, we immediately identified that digital engagement is key, and hence adopted Yammer. (Yammer is a Microsoft product. It is an internal communication and social networking tool that helps to stay connected and drive employee engagement and participation across an organization). There was loss of social capital, but through Yammer, we were able to create social osmosis digitally.

• 1 to 1 help: this program provides counselors and professionals that Mindtree Minds can reach out to for 24/7 support anonymously. We partnered with an external vendor for extensive support during cOVID-19, and we were able to make the forums available to them for any assistance like Wellness coaching, Webinars, 1 to 1 counselling, Self-help library, eWorkshops, Online chat, assessment tools.

• "Wellness" calls were made to Mindtree Minds globally by Global contact center to check the well-being of Mindtree Minds who were stranded in an overseas location due to the lockdown. Our Global Contact Center also made "care" calls to Mindtree Minds globally every month to check their psychological status while going through the tough pandemic times.

• We are one family: Since the workplace was no longer within the Mindtree''s premises and extended to each our homes and family member, the pandemic also gave us an opportunity to connect with them. To bridge the gaps and reduce the melancholy, multiple plans were rolled out to engage with the family members as well. Musical evenings were organized to unwind with family, gift hampers were sent out to Mindtree Minds across geos thanking them for displaying Mindtree''s true values - Collaborative Spirit, Unrelenting Dedication and Expert Thinking - during these unprecedented times.

Physical well-being

• Remote work made easier: As part of our ongoing employee well-being program and continuous endeavor to ensure support in all possible ways during these difficult times, we have engaged with a few well-known partners from whom Mindtree Minds will be able to procure ergonomically suitable tables/ chairs for their personal use at home. We also introduced a new policy through which Mindtree Minds can avail a salary advance to set up an ergonomic workspace at home. This salary advance could also be availed for buying laptops to support online classes for their children as well.

• Virtual Sessions: Mindtree''s fun team - internally called the ''The Fundo Club,'' planned various initiatives and engagement programs once the lockdown started, ensuring a team connect and physical wellness. These included virtual yoga classes, webinar on health & fitness, engaging family members of Mindtree Minds through various programs.

• Homecoming: As COVID-19 started spreading around the world, many Mindtree Minds working abroad felt the pull back to their families and to their home country. However, systems had shut, travel was curtailed, and rules were being redrawn. Caught in the midst of all this were Mindtree Minds, whose visas had expired and were stranded on foreign shores. Legally, we could not pay salaries to Mindtree Minds if they did not have a valid work visa. Our Compensation & Benefits team swung into action to help resolve this while ensuring legal and statutory compliance. To also avoid unexpected financial liabilities in the event of a medical emergency, especially during this crisis, our team worked with multiple stakeholders to secure travel health insurance for these Mindtree Minds and their family members.

• Winter Storm (Uri): North American winter storm (Uri) affected one of our major centers in US (Dallas) in the third week of February affecting approximately 180-200 Mindtree minds. Most of the areas faced power outages due to the power grids inability to sustain the higher-than-normal energy and heating demand from residential and business customers. Mindtree Minds did face the issue of non-availability of food and water during this time. Our local leadership in Dallas jumped into action and ensured the availability of Food/Water and shelter to all the Mindtree Minds who were in need by working with local Indian restaurants. This gesture was appreciated by the Mindtree Minds.

intellectual well-being

• Mindtree Masterclass series: Mindtree Masterclass is a leadership talk series that brings various leaders across the globe who have been experts in their own fields to share their experience, journey and challenges faced. This series has seen gained huge popularity amongst Mindtree Minds. We had speakers like Lt. Gen. Syed Ata Hasnain, PVSM, UYSM, AVSM, SM, VSM & BAR (Retd.), David J. Skorton, President and CEO of the AAMC (Association of American Medical Colleges), Javagal Srinath, former Indian Cricketer and currently an ICC match referee, Gaur Gopal Das, lifestyle coach and motivational speaker, to name a few.

• Harvard Manage Mentor: In our philosophy of ''Driving Growth, Together,'' a key element is Mindtree''s commitment to investing in world class resources for learning and professional development. A learning platform with one of the most comprehensive, on-demand leadership development programs was made available to all Mindtree Minds in the mid-management across the globe by June 2020. This was possible as Mindtree has entered into a partnership with Harvard Business Publishing, providing unlimited access to 41 courses across three themes - Leading Yourself, Leading Others and Leading the Business, which helps to build an all-rounded professional.

Financial well-being

• Insurance up-grade: In our endeavor to ensure good health and immediate medical help for our Mindtree Minds and their dependents who are insured vide group hospitalization insurance, we established a 24/7 COVID-19 helpline to look into medical emergencies.

Additionally, to ensure our support our Mindtree Minds and families, we introduced a Super Top-up Policy to our existing insurance plan to cover cOVID-19 (Outpatient expenses) effective august 3, 2020. To demonstrate our support during these difficult times, the premium for this super top up policy has been completely paid by Mindtree until December 2020.

• Be the Giver: Education has gone online with schools conducting classes through digital mediums. the challenge is the disparity in access - from electricity and internet connections to devices like computer or smartphones. Keeping this in view and our tradition to make a difference to the society and the community we live in, Mindtree provided an opportunity to #BeTheGiveR with our ''Enable & Educate'' program. For Mindtree Minds whose domestic help/cook/driver/gardener/maid/dhobi has a school-going child that needs a computer for online schooling, the former could fill a form without making any payment by choosing the recipient for Mindtree to take care.

• Enabling Data card/broadband expenses: In our continuous endeavor to make work easy, Mindtree added a compensation component of sizeable amount under ''Infrastructure/Work from Home allowance'' for the data card/broadband usage that Mindtree Minds would have incurred while working from home.

3. Talent Acquisition (TA)

Just like any function COVID-19 has redefined Talent Acquisition too as a function. We started with confusion and panic in the early stages of lockdown and moved towards strategizing and planning, to make recruitment work. It was the perfect push to think innovatively on how to acquire talent. With majority of the talent working from home and without any clear indication till when it will stretch, recruiters are constantly redefining themselves to hire new candidates. We quickly moved to the virtual space in all our recruitments, put in place the checks and balances, moved away from bias and facilitated quick closure.

Highlighting below some of the steps we have taken at Mindtree to address the recruitment challenges during and post the covid - 19 phase.

• Expanding our reach on Social Media especially LinkedIn: We realized that to create a steady supply of talent it is extremely important to be active on Social media and Proactively build a Talent Community and reach out to Passive candidates. We have created specialized teams who focus on building talent connect on LinkedIn. The entire TA team of Mindtree are LinkedIn Certified recruiters and are experts in using LinkedIn.

• A Well-Organized Hiring Process is a Key: Remote hiring is extremely challenging and it is important to build a well-organized structure to smoothen the hiring process. This helps to improve the consistency during the interviews and the probability of biases is less. To strengthen the team and to set strong remote hiring principles we organized extensive training sessions for the entire recruitment team with reputed trainers from the industry.

• Candidate Experience: Candidate experience is extremely important. We analyzed in detail the areas of improvement and developed a hand book for the recruiters to follow. Thereby ensuring that talent experience from step to step is seamless and flawless. This is followed with timely surveys to ensure we are constantly evolving and improving.

• Post offer follow up and candidate engagement: We have a robust post offer follow up mechanism. There are various touch points with the talent, after the formal offer is made, to ensure that we are keeping the talent engaged. Where ever we see a risk of offer decline, necessary steps are taken to engage extensively with the talent, organize delivery connects, re-look at the compensation offered etc. to ensure talent joins us.

• Campus Hiring: Our campus hiring strategy has continued to evolve over the years. We hire the best talent by launching a community effort which begins with the right marketing and branding geared to attract the right talent. Campus hiring is an important step for pyramid balancing, maintaining the overall employee cost and to address attrition. This year we took several steps to strengthen the campus intake process to ensure we are getting high quality talent into the organization. We had 1,340 on campus hires from 25 colleges (88% in Mindtree operating states). Campus hiring also led to greater participation from women interview panels because of remote presence.

4. Arboretum

Arboretum is our onboarding platform and nurturing ground for all our lateral Mindtree Minds. Our endeavor is to assimilate new Mindtree Minds into our culture by creating an environment which will help adapt to the new work place in a seamless manner. With the pandemic, our onboarding program for new Mindtree Minds has seen an astounding transformation this year. Arboretum turned fully digital aligning to the COVID - 19 situation. The focus has been on ensuring new Mindtree Minds feel welcomed and are given the right information at the right time, from the moment they accept the offer till they join Mindtree & thereafter. The Virtual Onboarding design is knitted keeping in mind the philosophy of ''Simplify, Differentiate & Change'' which has been well received by all our new joiners. Digital Arboretum has earned huge accolades from all new joiners around the globe.

7,229 new joiners were virtually on boarded during FY 21 globally including subcontractors. Laptops were delivered in a seamless manner for the new joiners to be productive at the earliest possible time. Background check processes were tweaked to support the virtual onboarding process appropriately.

New Joiners are pleasantly surprised getting laptops & joining hampers delivered at their respective homes on the day of joining, leaders taking sessions explaining our culture & way of working and collaborative efforts to address all their possible concerns. We stay connected with our new joiners throughout the different stages of onboarding to deepen the sense of strong & meaningful people connect. Since we are the face of Mindtree it is of paramount importance that we assimilate them into our culture by creating a welcoming environment and educating the joiners on people programs and policies. The team is in ''constant connect'' with new joiners over MS Teams - Batch groups to address all their needs and encourage collaboration through the buddy system. After the Digital Assimilation we connect our new joiners to their respective Business People Function teams and other stake holders like Talent Management for project allocation, Learning Partner for their training and learning needs.

At Arboretum we try to grow holistically by implementing constructive feedback shared by our new joiners in their Induction experience survey. The Induction survey is at an all-time range of average rating 4.6/ 5 scale loaded with positive comments about the assimilation program. There is a 30 Day connect to check the pulse of our new joiners. This is done in an open group discussion followed by a survey to capture various dimensions of work environment. An important point to note is that we have participation of 93.10% Mindtree Minds in these connects and surveys.

5. Virtual Global Learning Center

The Global Learning Center in Mindtree Kalinga has been designed to create ''Engineers of Tomorrow.'' To work in the global, hyper connected world of today where everything is touched by technology, an engineer will need a very different mindset and capabilities. At the Global Learning Centre in Mindtree Kalinga we on board and train new campus recruits through our 90-100-day on-boarding program - Orchard. Since the inception of this program in 2015, over 7484 Mindtree Minds have undergone the program and have successfully worked in customer projects on new and emerging technologies. Our mission to create engineers of tomorrow refined with technology took a new turn during the pandemic when we transformed ourselves completely from classroom learning to a digital learning platform.

From morning to dawn, everyone stays connected to create a sense of Orchard learning over the virtual world. Our focus is to impart the same feeling of approachability and availability for our Orchard Mindtree Minds to enhance their overall learning so that when they join the projects they are well prepared to take Mindtree to the next level. As we know, "Culture and values cannot be taught" but can happen only through inspiration. We took initiatives such as connecting with parents, doing one good deed around themselves, organizing theme based fun activities etc. which added a personal touch on the virtual platform. Our IG and Practice Delivery Heads connected with the Campus Mindtree Minds virtually giving them a slice of Mindtree and its culture. To tickle their curiosity we introduced their industry group/ service line through an interesting online game.

6. Diversity and Inclusion (D&I)

Unveiling the new D&I Identifier, Mindtree has re-affirmed its commitment to Diversity and Inclusion, to creating an organization where diverse people come together ''In Harmony''. Mindtree''s diversity and inclusivity charter focuses on four pillars which is EDGES - Ethnicity / Nationality, Disability, Gender and Sexual Orientation. At Mindtree Inclusion is Respect | Belongingness | Empowerment | Progress. The D&I Council is put together to ensure a strong governance and guidance to the D&I activities at Mindtree. It is a conscious effort to bring in cognitive empathy. Members are chosen across Geos, Functions and Gender to ensure that we have representation in all aspects. To further talk on D&I, we have a microsite i.e. Mindtree''s internal portal on D&I where leaders speak about what importance D&I holds to them personally and how the organization is gearing up to bring more focus to this initiative. As part of this charter, a global virtual event was organized to reiterate Mindtree''s focus and commitment towards Diversity & Inclusion. Mindtree Minds personalized and shared their pledge towards creating a more diverse and inclusive organization. Exhibition stalls covered Acceptance of Sexual Orientation, Unbiased Equality for Gender, Inclusion of Persons with Disabilities and Diversity of Ethnicities and Nationalities. Inclusion talk by guest speaker Deepa Malik (Para-athlete, Padma Shri) and a Global Harmony Song - A D&I anthem with song and lyrics composed and performed by Mindtree Minds through collaboration across the globe - US, UK and India.

At Mindtree, we have steadily seen the number of women increase from 16% in 2004 to 32% in 2020. Our vision of 40x30 is to have 40% of women representation by the year 2030. Today we have 44 people with disability who contribute to our success. We have Mindtree Minds from 86 nationalities coming together to deliver customer success. We also drove initiation on specific women related programs like;

• Women Tech Trailblazer: A focused intervention to improve the gender diversity in senior positions in technical roles at Mindtree.

• Women coaching program: Coaching program planned for women to help them in their career aspirations.

• She WILL (Women in Leaders League) : A program for women leaders aiming towards significant impact on the number of women in leadership roles, building visibility for women leaders at senior leadership levels and women leaders as role models for the next level of women.

Mindtree has been conferred the second runner-up position in the ''Best Employer for Women'' (large) category by the Associated Chambers of Commerce and Industry of India (ASSOCHAM) at it''s Diversity & Inclusion Excellence Awards and Conclave, 2020 . We also received Business World 5^th HR Excellence and the Award 2020 for excellence in Diversity & Inclusion.

7. Culture Application

The digital anthology of stories and anecdotes we built 2 years ago to reflect our culture and ethos continues to impart our values among our people. this year, we ran a photo contest where Mindtree Minds shared pictures that reflected our ethos. We also ran culture Jam sessions where leaders and influencers came together, shared and discussed what they perceive as Mindtree culture. these events added to our people''s understanding of Mindtree values and ethos, further strengthening the ''the Living tree Stories'' - our collection of culture stories available on the Culture application.

We added a special section of Culture stories - the Lockdown Diaries, which brought out the multiple culture stories in the organization as we dealt with the lockdown and the subsequent new normal way of working. these stories covered various aspects, from the procurement of desktops and dongles to watering plants at employee desks, and small acts of kindness to connect us all during these times.

8. Work Ethos

We engaged with a consultant Spencer Stuart to do a comprehensive exercise on understanding our current work ethos, and to articulate our desired work ethos for the future - to retain the strengths that will continue to be relevant, and change the ones which could get in the way of achieving our ambitions.

this involved a diagnostic phase, where we surveyed an inclusive representation of over 10,300 Mindtree Minds across different competencies, geographies, gender and tenure to understand the current work ethos.

This was followed by focused group discussions with a representative sample of employees to get a better understanding of the sentiment and responses to the survey. We also conducted Individual Style Profiling for select leadership, and leadership interviews.

Following this, we held leadership workshops where the consultants shared the analysis of the organizational survey to help us better understand our current work ethos and employee sentiment.

During the workshops the leadership team jointly articulated our desired work ethos for the future.

the Individual Style Profiles of the leaders helped them understand and reflect on how we, individually and as a leadership collectively, can become role models and build the desired work ethos from the front.

9. YORBIT

Our home grown, cloud-based learning platform - Yorbit has been growing in size and consumption! Yorbit now has over 2,800 courses that cover 900 skills. More than 138,000 courses have been completed on Yorbit in the current year, and over 400,000 courses since Yorbit''s inception in 2016. Over 3.5 million hours have been spent in learning on Yorbit since its inception. this year, Yorbit began offering personalized course recommendations, which it generates from a complex algorithm that considers multiple factors to give Mindtree Minds relevant recommendations. During this year, we also added the next wave of disruptive technologies such as AI, automation, IOT, and Blockchain. In order to digitize the entire learning experience, we have also created a virtual cloud lab that provides a sandbox environment that allows our employees to practice the skills as they learn. With this, the learners complete their coding assignments and assessments that are part of the skill development course that they are going through. These labs can be accessed across the globe to provide maximum flexibility to the learners. this has also helped in taking our virtual learning component to 98% through its three-leveled courses, balancing the push and pull factors involved in learning, and reducing the learning costs by 40% per course, the modular platform has helped us reskill, upskill, and cross-skill on a large scale. It has shifted our learning from an operational mode to a strategic mode, bringing learning into a proactive mode, and enabling specificity at account levels. It has proved to be a great tech innovation tool for talent transformation, a great testimony for our current mantra, ''digital inside''.

Mindtree has partnered with the best learning partners, such as Coursera and Pluralsight, to deliver world-class programs for our employees. "Osmosis", our annual tech-fest, was a huge success last year with a great level of participation from the technical community within and outside Mindtree. A highlight was Mindtree winning the CII MIKE Awards for the ''most innovative knowledge enterprise''. the "Recruit to Reskills 301" program where Java/DotNet professionals are being transformed to Digital experts have been experienced by 130 Mindtree Minds thus far. In March 2020, Mindtree was recognized in the Business World HR Excellence Awards for Excellence in Learning technology. We also won the prestigious ATD Best Award in the Learning and Development space.

10. Leadership Development and Succession Planning

True leaders are effective change agents who identify, instigate and lead their teams through change. They constantly challenge the status quo and get out their own comfort zones, and are lifelong learners - willing to unlearn and relearn. With this in mind, we launched ''The Crucibles of Leadership''. This program is responsible to drive competency development for our senior leadership. To lead the way in making leadership behaviors an integral part of the Mindtree DNA, we announced 15 catalysts supported by champions representing Industry Group / Service Line and Corporate Functions.

The idea of forming catalysts was to create internal network groups to create a ripple effect across Mindtree. We also want to help create an environment that welcomes, encourages, and proactively fosters leadership development. To ensure information flow and enhance collaboration we launched Catalyst Contour - A web portal. This is aimed at digitizing catalyst information (DDI assessment, PACE rating, IDP) which will further be used to enhance the collaboration of information such as manager & talent board members inputs / feedback on IDP progress. In addition to this we also launched Leadership Chronicles which is a short series of newsletter. The focus being to gain mindshare & internal visibility of Catalysts and also position Mindtree''s focus on Leadership competency development & showcase Catalyst leadership experience. Last but not the least, we inaugurated the Falcon Program. Our idea was to help grow the potential of a Mindtree Mind through job shadowing. We also believe this experience will provide deeper insight into ''a typical day'' of a leader ultimately leading to a more ''out of the box'' succession planning.

11. Delivery Capability

To understand the delivery capability requirement and to serve Mindtree customer base, we have embarked on a program named Delivery Capability. The objective is to define, measure and build delivery capability of Mindtree, in alignment with organization vision. And also to design, execute and sustain delivery capability of Mindtree Minds through talent transformation.

The delivery capability academy broadly focus on 3 main initiatives:

Ascent: This program is focused on all project management fundamental topics spread across basic and advanced level courses. The main themes of the workshop include project initiation, planning, project executive, monitoring and control.

Blazing Star: To have in depth knowledge in all the 5 knowledge themes to ensure delivery excellence. The knowledge themes include deliver value, commercial mindsets, stakeholder management, Mindtree way of delivery, business story telling

Capstone: It is a 6 month program with primary focus areas spanning across Solution and Contract Comparison, storytelling, stakeholder management and financial management. The secondary focus areas include quality, automation, tools, design thinking, mindfulness. The key differentiators include blended learning and self-paced learning components.

12. Rewards and Recognition

Gratitude and appreciation displayed at the right time has the power to build loyalty and relationships to last. And this was the culture we were hoping to build when we refreshed our overall reward & recognition program to convert it from a single focus point to a more comprehensive one celebrating all the facets of Mindtree Minds as individuals and as team members. The new R&R framework was rolled out in the end of Q3'' FY20 and it has grown over the last few quarters to achieve a spirit of appreciation and collaboration to highlight noteworthy accomplishments.

Crest Awards: Our quarterly awards recognizing individual and team excellence for significant contributions in a quarter. Till date we have 165 Mindtree Minds and 79 Teams chosen as winners across all industry and service line groups.

SpotOn Awards: To foster the spirit of instant recognition and rewarding performance in real time, the SpotOn awards has 3 main categories. Mastermind which applauds a Mindtree Mind who has demonstrated expertise, Hatsoff which recognizes Mindtree Minds for a job well executed and A-Team for teams with deliverables resulting in high customer satisfaction and displaying exemplary team spirit.

Gracias: To help build a culture of collaborative spirit, this award appreciates peer contributions and value led behaviours. In short it recognizes a Mindtree Mind for an act or gesture that has touched or impacted another.

We were not far behind when it came to external recognition. Mindtree had quite a few feathers in its cap. We were declared winners for quite a number of awards. Some noteworthy mentions being: Rotary Karnataka CSR and NGO Award, SHRM Showcase Award 2020 - Excellence in HR Analytics, Assocham Foundation - Diversity and Inclusion Excellence Awards 2020, AHA 2020 - Young HR Professional award, AHA 2020 - Leading change, AHA 2020 - Making a difference, National HRD Network - People First Ace Awards 2020 - Workforce planning and staffing solutions, National HRD Network - People First Ace Awards 2020 - Organization Design.

13. Performance and Talent Management

Mindtree''s performance philosophy aims to bring out the best in Mindtree Minds through continuous evaluation and developmental feedback. Mindtree''s performance management system and process are focused on creating empowered and motivated talent pool. It caters to consistent goal management, continuous performance management, career development of the individual and is a sharper measure of performance. Mindtree''s performance assessment process strongly aligns to its Role architecture framework to ascertain performance, capabilities and potential. To address our need for simplified assessments and a consistent rating scale we have moved to a 3 pointer scale from a 5 pointer scale for all our talent groups. This is a step in the right direction for our overall design change paving to Role based and Continuous assessments covering performance & capability. Our new improved 3 pointer rating scale as Top Talent, Valued Talent and Developing Talent aim to bring in ease of clarity by focusing on a real time feedback system and a coaching development system.

"Ozone" our internal job portal has delivered excellent value to Mindtree Minds in finding right role for their talent. Focused approach to hiring, assimilation, evaluation, recognition through awards, differentiated compensation and growth opportunities linked to performance are helping in attracting and retaining high caliber Mindtree Minds.

14. compensation & Benefits

Mindtree''s rewards and benefits programs are designed to differentially recognize Mindtree Mind''s performance, expertise and potential to attain business goals while remaining competitive and equitable. Our investments are focused to attract & retain talent for in-demand niche skills, campus talent, establish gender pay parity, keep in check internal disparities & compliance with trending employee, employer regulations. We have created a business aligned variable compensation structure for Mindtree Minds in sales, middle & senior management roles to foster desired behaviours& outcomes such as profitable growth, revenue, annuity business, strategic deals, delivery excellence, customer satisfaction & collaboration. We research & review market insights & technology advancement in total rewards area to support our broader talent strategy continuously. In the recent past, policies like flexible holiday calendar which allows people to choose their holidays from a list, gift a leave policy which allows people to gift leaves to a colleague who may be in need, policies to secure better financial future of our people & their family are introduced. During pandemic, Mindtree was one of the first few companies which introduced company funded special insurance cover for our employees & families.

15. Headcount

The total number of Mindtree Minds including subsidiaries as on March 31, 2021 was 23,814 as against 21,991 as on March 31, 2020. Awards and Recognitions

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

• Recognized as Leader in ISG Provider Lens™ Quadrant Report on Salesforce Ecosystem Partners 2020 (US & Germany).

• Named Leader in ISG Provider Lens Archetype Report on Next-Gen Private/Hybrid cloud - Data center Services & Solutions.

• Mindtree case study included in ISG''s Top 25 digital case studies book.

• named Leader in the ISG Provider Lens™ Report 2020 on Sap HANA and Leonardo Ecosystem Partners (U.S.)

• named Leader in three categories in the ISG Provider Lens™ Report on SAP HANA and Leonardo Ecosystem Partners (UK).

• Named leader in ISG Provider Lens™ Public cloud - Solutions and Services for Midmarket 2020.

• Honored with the title of IT Pride of Karnataka - 2019-20 by STPI IT Export Awards, granted by STPI (Software Technology Parks of India) of Karnataka.

• Mindtree named a Leader in ISG Provider Lens™ - Digital Business Solutions and Service Partners 2020 - Australia.

• Recognized as a winner in SHRM HR Excellence Awards 2020 under Excellence in HR Analytics Award category.

• Mindtree amongst global leadership league in climate Disclosure Project 2020 climate change world ranking.

• Mindtree named a leader in ISG Provider Lens™ for Next-gen Application Development & Maintenance (ADM) Services (U.S.) 2020.

• Mindtree wins two awards at the People First AcE Awards 2020 presented by the National HRD Network.

• Mindtree named "Best Employer for Women" by The Associated chambers of commerce and Industry of India (ASSOcHAM).

• Mindtree Recognized as an Expert Managed Service Provider for Microsoft Azure.

• Mindtree Helps Aflac Simplify claims Experience for customers.

• Mindtree Achieves Google cloud Partner Specialization in Application Development.

Branding

Mindtree, as a brand, reflects our identity, values and beliefs. Mindtree has grown exponentially in the last 20 years. We now punch above our weight, competing with much larger companies and widely known brands. We are however just getting started. Greater growth and success is ahead of us, and our brand is instrumental in getting us there.

Unrivaled expertise, being an empathetic partner and providing agility at scale are key qualitative characteristics of Mindtree that enable us to deliver on our positioning statement and establish the overall behavior of our brand. Mindtree''s brand voice actively promotes brightness and confidence, and stands for our forward thinking approach, confidence, strength and passion. These themes are ingrained across all collaterals, inspired by our fresh design thinking.

The elevation of brand aesthetics for Mindtree is a continuous process with the right mix of public relations, social media, advertisement and digital marketing. Our website reflects digital in our DNA, and has been instrumental in lead generation and driving sales, and is optimized across digital devices. Our social media strategy echoes Mindtree''s values, and is ably supported by focused advertisement campaigns.

Dividend

The details of Dividend declared/recommended for the FY 2020-21 were as follows:

(i) the Board of Directors at its meeting on October 15, 2020, declared an interim dividend of '' 7.50/- per equity share of face value of '' 10/- each. the above dividend was paid to the Shareholders on November 10, 2020;

(ii) Further, the Board at its meeting on April 16, 2021 have also recommended, a final dividend of '' 17.50/- per equity share of face value of '' 10/- each for the financial year ended March 31, 2021, which will be paid on obtaining the Shareholders'' approval at the twenty Second annual General Meeting. the final dividend, if approved, will be paid on or before July 31, 2021.

The dividend payout amount for the current year is '' 2,881 million as compared to '' 5,947 million in the previous year. Dividend Distribution Policy

Your company has formulated Dividend Distribution Policy in accordance with Regulation 43a of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendments thereto ("hereinafter referred to as LODR Regulations") for bringing transparency in the matter of declaration of dividend and to protect the interest of investorsJhe Dividend Distribution Policy is available on the website of the Company: https://www.mindtree.com/about/investors/policies/dividend-distribution-policy.

Your Company intends to maintain similar or better levels of dividend payout in future. However, the actual dividend payout in each year will be based on the profits and investment opportunities of the Company.

Deposits

Your Company had not accepted Deposits from the public any time and hence no opening balances of Deposits. Further, your Company has also not accepted any Deposits during the financial year 2020-21 and as such, no principal or interest were outstanding as on March 31, 2021 as per the provisions of the Companies Act, 2013 (hereinafter referred to as "Act") and the Rules framed thereunder.

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. Cash and investments (net of short-term borrowings) have increased from '' 12,794 million as on March 31, 2020 to '' 26,822 million as on March 31, 2021. the balance funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds.

Your Company has been rated by India Ratings and Research (Ind-Ra) for its Banking facilities. It has upgraded Long term Issuer Rating to ''IND AAA'' from ''IND AA ''. It has also rated your Company''s Short term facilities with ''IND A1 ''.

Business Responsibility Report

Your Company has embedded in its core business philosophy, the vision of societal welfare and environmental protection. Responsible business characterizes its policies, practices and operations. As a believer in the principle of transparency, Mindtree publishes its Business Responsibility Report, as a part of its Annual Report, in accordance with the LODR Regulations and the National Voluntary Guidelines of the Government of India. the Business Responsibility Report is also available on the Company''s website: www.mindtree.com/investors.

Subsidiaries

Your Company has two subsidiaries as on March 31, 2021. In accordance with Section 129 (3) of the Act, a separate statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is given in Annexure 1.

In accordance with Section 136 of Act, the annual report of your Company containing inter alia, financial statements including consolidated financial statements, has 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.

Investor Relations

Your Company has an effective Investor Relations Program through which the company continuously interacts with the investment community across various channels such as Periodic Earnings Calls, Annual Investor / Analyst Day, Individual Meetings, VideoConferences, Participation in One on One interactions and group meetings through Non-Deal Roadshows. Your Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Company''s website under the Investors section. Your Company also sends regular email updates to analysts and investors on upcoming events like earnings calls, declaration of quarterly and annual earnings with financial statements.

Infrastructure

Your Company currently uses 2,530,380 square feet of space consisting of 19,443 seats spread across various locations in India apart from Mindtree Kaluga-training and residential facility for 500 campus minds measuring about 302,000 square feet. Expansion

Residential facility of about 240 beds (70,000 square feet) is under construction at Mindtree-Kalinga, Bhubaneswar. This facility is expected to be ready for occupation by August 2021 if the current covid-19 situation improved. this will help to meet increased training requirement.

Your company''s Office at Hyderabad Raheja fitout works of about 1,085 seats is under progress and expected to be ready by august 2021. Recently, the company has taken ready fitted out space at Manyata tech Park, Bangalore consists of 469 seats. Mindtree has offices at multiple locations in USA, Europe, APAc and Middle East regions consisting of about 2,331 seats all together. 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.

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:

1. the financial statements have been prepared in conformity with Indian accounting Standards (Ind As) and requirements of the act and that of guidelines issued by SEBI, to the extent applicable to company; on the historical cost convention except financial instruments which are measured at Fair Value; as a going concern and on the accrual basis. there are no material departures in the adoption of the applicable Accounting Standards.

2. 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.

3. 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.

4. 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.

5. 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.

6. the financial statements have been audited by M/s. Deloitte Haskins & Sells, chartered Accountants, the company''s Auditors.

7. 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.

8. 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.

Directors and Key Managerial Personnel (KMP)

the Board of Directors of your company comprised of twelve Directors, viz., Non-Executive chairman, Non-Executive Vice chairman, three Executive Directors, one Non-Executive Director and six Independent Directors including two women Directors as on March 31, 2021. 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. S N Subramanyan (DIN: 02255382) and Mr. R Shankar Raman (DIN: 00019798) retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Twenty Second Annual General Meeting.

Re-appointment of Independent Directors

Mr. Bijou Kurien (DIN: 01802995) was appointed as an Independent Director of the company from July 17, 2018 to July 16, 2021. Based on the performance evaluation, contributions during his first term of office to the company, background and experience, the recommendation of Nomination and Remuneration committee, the Board approved the re-appointment of Mr. Bijou Kurien for the second term of five years commencing from July 17, 2021 to July 16, 2026, subject to approval of the shareholders in the ensuing Annual General Meeting.

Mr. Akshaya Bhargava (DIN: 01874792) was appointed as an Independent Director of the company from December 12, 2016 to September 30, 2021. Based on the performance evaluation, contributions during his first term of office to the company, background and experience, the recommendation of Nomination and Remuneration committee, the Board approved the re-appointment of Mr. Akshaya Bhargava for the second term of five years commencing from October 1, 2021 to September 30, 2026, subject to approval of the shareholders in the ensuing Annual General Meeting.

Mr. Chandrasekaran Ramakrishnan was appointed as an Independent Director with effect from July 15, 2020. Mr. Dayapatra Nevatia as Executive Director and chief Operating Officer and Mr. Venugopal Lambu as Executive Director and President - Global Markets were appointed with effect from October 15, 2020.

Further, Mr. Milind Sarwate, Independent Director of the company resigned on April 24, 2020. Mr. Jayant Damodar Patil, Non-Executive Director resigned on October 15, 2020.

Mr. Senthil Kumar resigned as chief Financial Officer on June 15, 2020. Mr. Vinit Ajit Teredesai was appointed as chief Financial Officer with effect from June 15, 2020.

Ms. Vedavalli S, resigned as company Secretary on October 31, 2020. Mr. Subhodh Shetty was appointed as company Secretary with effect from November 1, 2020.

Pursuant to Rule 8(5)(iii)(a) of the companies (accounts), Rules, 2014, in the opinion of the Board the Independent Directors appointed during the year are competent, experienced (including the proficiency) and are the persons of expertise, positive attribute, standards of integrity, ethical behaviour, and independent judgement.

criteria for the appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on Industry and Strategy of the company. the Board composition analysis reflects in depth understanding of the company''s strategies, environment, operations, financial conditions, compliance requirements, etc.

In terms of provisions of the act and LODR Regulations, NRc has identified list of core skills, expertise and competencies required for a person to possess in order to be selected as a Board member. the NRc also focuses on the qualification and competence of the person, professional experience, the positive attributes, standards of integrity, ethical behaviour, and independent judgement of the person in selecting a new Board member.

the committee satisfies itself with regard to the criteria for independence of the Directors as required under the applicable statutes in order to enable the Board to discharge its functions and duties effectively. the details of core skills, expertise and competencies identified by NRc and the names of Directors who have such skills/ expertise/ competence are provided in detail in the corporate Governance Report.

In case of re-appointment of Non-Executive and Independent Directors, the NRc and the Board takes into consideration the performance of the Director based on the Board evaluation and his/her engagement level during their previous tenure.

Nomination and Remuneration Policy

the company''s remuneration Policy is market-driven and aims at attracting and retaining high performance talent. Mindtree follows a compensation mix of fixed pay, benefits and performance based variable pay, which is paid based on the business performance and goals of the different business units/ overall company. the remuneration / compensation / commission etc., to the Executive Directors are determined by the Nomination and Remuneration committee and recommended to the Board for its approval. the above remuneration / compensation / commission etc., shall be subject to the approval of the shareholders of the company, wherever required.

the Nomination and Remuneration Policy has been updated on the website of the company at : https://www.mindtree.com/sites/default/files/7070-11 /Nomination-and-Remunera tion-policy.pdf

Details of remuneration to Directors

the information relating to remuneration paid to Directors as required under Section 197(12) of the Act, is given in Annexure 3. Declaration of Independence by Independent Directors

the company has received necessary declarations from the Independent Directors as required 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.

Independent Directors'' Meeting

Independent Directors met four times during the financial year 2020-21. these meetings were held on April 24, 2020, July 14, 2020, October 15, 2020 and January 18, 2021. In the said meetings, the Independent Directors reviewed the matters as required under the

LODR Regulations and that of Act. Action items, if any, were communicated to the Executive management and tracked to closure to the satisfaction of Independent Directors.

Board Evaluation

The NRc and the Board of Directors have appointed an external Independent agency to carry out the evaluation of the (i) performance of the Board as a whole (ii) functioning of the committees of the Board (iii) individual Directors and (iv) the chairman of the Board, in accordance with the applicable provisions of the act and LODR Regulations. Detailed questionnaires were sent out to the Board members. The criteria for the evaluation were broadly based on the SEBI''s Guidance Note on Board Evaluation.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, functioning of the Board, information flow to the Board and its dynamism, strategic issues, roles and functions of the Board, relationship with the management, engagement with the Board and external stakeholders and effectiveness of Board''s decisions.

the performance of the committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, Committee Composition, Independence, updating the Board on the committee decisions, comprehensiveness in the discussion of issues and 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 Director''s commitment, knowledge and understanding of the role, company''s vision and mission, market potential, qualification, skill and experience, openness in communication, etc.

the performance of the Board chairman was evaluated after seeking the inputs from all the Directors other than the Board chairman on the basis of the criteria such as chairman''s role, accountability and responsibilities, promotion of effective relationship and open communication, positive and appropriate working relationship with cEO, commitment, etc.,

the evaluation report contains an executive summary of findings and several key recommendations from the evaluation process. Number of meetings of the Board

the Board of Directors of the company met six times during the year. the details of Board Meetings are provided in the corporate Governance Report. The gap intervening between two meetings of the board was within the time prescribed under the Act and LODR Regulations.

Committees

the following are the details of the committees during the Financial Year 2020-21:

1 audit committee;

2 nomination and Remuneration committee;

3 Stakeholders'' Relationship committee;

4 corporate Social Responsibility committee;

5 Risk Management committee;

6 Foreign Exchange Hedging committee ;

7 Strategic Investment committee;

8 Management committee (dissolved and ceased to operate with effect from October 15, 2020).

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

Your company has a Whistle Blower Policy and has established the necessary vigil mechanism in accordance with the act and LODR Regulations. the company''s vigil mechanism /Whistleblower Policy aims to provide the appropriate platform and protection for Whistle-blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including the Integrity code, code of conduct for Prevention of Insider trading, code of Fair Practices and Disclosure. all employees and Directors have access to the chairperson of the audit committee. Mindtree investigates such complaints speedily, confidentially and in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained. the details of the Whistle Blower Policy are explained in detail in the corporate Governance Report.

The objective of the Code of Conduct for Prevention of Insider Trading in Mindtree Securities (PIT Code) is to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and prevent any insider trading activity by dealing in shares of the company by its Designated Persons and their immediate relatives. Ms. Vedavalli S, company Secretary acted as the compliance Officer under the Pit code until October 31, 2020. Mr. Subhodh Shetty, company Secretary is appointed as the compliance Officer under the PIT code with effect from November 1, 2020.

Related Party Transactions

All related party transactions were entered into with the prior approval of the Audit committee. During the financial year 202021, all the transactions with related parties were entered into at arm''s length and in the ordinary course of business and none of such related party transactions required the approval of the Board of Directors or the Shareholders as per the act or LODR Regulations. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large.

The Policy is available on the company''s website and can be accessed at https://www.mindtree.com/about/investors/policies/policy-determining-material-related-party-transactions

The details of the related party transactions as required under the act and the Rules are attached in Form AOc-2 as Annexure 4.

Litigation

There were no outstanding material litigations as on March 31, 2021. Details of litigations on tax matters are disclosed in the financial statements.

Details of unclaimed shares

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

Transfer of Dividend to Investor Education and Protection Fund (IEPF)

Dividends unclaimed for a period of seven years amounting to '' 1,184,364/- were transferred to the Investor Education and Protection Fund authority during the year in accordance with the provisions of the act. The details of the consolidated unclaimed/ unpaid dividend as required under the act read with Investor Education and Protection Fund authority (accounting, audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the Twenty First annual General Meeting held on July 14, 2020) have been uploaded under the company website: https://www.mindtree.com/about/investors/unpaid-dividend-information

attention is drawn that the unclaimed/ unpaid dividend for the Financial Years 2013-14 (Third Interim), 2013-14 (Final), 2014-15 (First Interim) and 2014-15 (Second Interim) is due for transfer to IEPF during May 2021, august 2021, november 2021 and February 2022 respectively. 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.

Transfer of Shares in favour of Investor Education and Protection Fund (IEPF) authority

Pursuant to the provisions of the act, read with the Investor Education and Protection Fund authority Rules, the shares on which dividends have not been claimed for 7 consecutive years have been transferred in favour of IEPF authority. As on date, the company had transferred 22,532 equity shares in favour of IEPF authority.

Particulars of Employees

Information as required under the provisions of Section 197 of the act, 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. There were no employees who were employed throughout the financial year or part thereof, who were in receipt of remuneration in excess of that drawn by the Managing Director or Executive Director and held by himself/herself or along with his/her spouse and dependent children, more than two percent of the equity shares of the company. 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 shall be furnished to the Registrar of Companies. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

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

Your company is committed to creating a safe and healthy work environment, where every Mindtree Mind is treated with respect and is able to work without fear of discrimination, prejudice, gender bias, or any form of harassment at workplace. Your company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013. The essence of the policy is communicated to all Mindtree Minds at regular intervals through assimilation and awareness programs. Following are some of the programs and initiatives in place to train Mindtree Minds and the Internal committee (Ic) for POSH during the year.

1. Each Mindtree Mind is required to undergo a mandatory e-learning module on ''Prevention of Sexual Harassment at Workplace''.

2. All new joiners are trained in person on Prevention of Sexual Harassment during their induction program.

3. The ic Members are provided relevant training by an external agency during quarterly meetings of the Ic.

4. The Prevention of Sexual Harassment policy is available on the intranet portal for Mindtree Minds to access and refer when required.

5. Penal consequences of sexual harassment and the constitution of the ic are displayed at conspicuous places.

Further, your company has setup an ic both at the head office / corporate office and at every location where it operates in India. The Ic at each location has a fair representation of men and women, including a senior woman as Presiding Officer and external members who are women.

The following are the summary of the complaints received and disposed of during the Financial Year 2020-21: in india

a) No. of Sexual Harassment complaints received: Nil

b) No. of Sexual Harassment complaints disposed of: Nil

Rest of the World

a) No. of Sexual Harassment complaints received: Nil

b) No. of Sexual Harassment complaints disposed of: Nil Risk Management

Risk Management is a strategic business discipline that supports the achievement of an organization''s objectives by addressing the full spectrum of its risks and managing the combined impact of those risks as an interrelated risk portfolio. Mindtree uses Enterprise Risk Management (ERM) as a key tool to help achieve its short term and long term business objectives to generate value for its customers, investors, employees and other stakeholders. ERM encompasses areas of organizational exposure to risk (strategic, operational, financial and compliance) and provides a structured process for management of risks. This has been achieved by deploying an effective risk management framework to proactively identify, assess,treat, monitor and report risks as well as to create a risk-aware culture within Mindtree. The Mindtree ERM framework has been designed by incorporating elements of leading risk management standards such as:

• ISO 31000

• cOSO

• IRM Risk Management Standard

The chief Risk Officer is the custodian of the framework and oversight of the framework is provided by the Risk Management committee of the Board of Directors which also monitored Mindtree''s pandemic response program. The Audit committee of the Board monitors effectiveness of risk management systems. Detailed report on Risk Management is disclosed separately in this Annual Report.

Employee Stock Option Plans and Employee Stock Purchase Scheme

During the year, your company has granted shares under Employee Stock Purchase Scheme namely Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS or ERSP 2012).

The Employee Stock Option Plans 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 2020-21. The summary information of various Employee Stock Option Plans (ESOPs) and ESPS/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, inline with prescribed SEBI guidelines. Refer to Notes to accounts of Standalone Financial Statements of this Annual Report for details on accounting policy.

Disclosure on ESOPs and ESPS/ERSP 2012, details of options/shares granted, shares allotted on exercise, etc., as required under Employee BenefitsRegulationsreadwith SEBIcircular no.GR/cFD/POLIcYcELL/2/2015datedJune16, 2015are available on thecompany''s website at:https://www.mindtree.com/sites/default/files/7071-06/Details-under-sebi-share-based-employee-benefits-regulations 2014.pdf.

No employee was granted options/shares (under ESOPs and ESPS/ERSP 2012), during the year equal to or exceeding 1% of the issued capital.

Corporate Governance

Mindtree Limited considers corporate Governance as an instrument to maximize value for all Stakeholders, i.e. investors, employees, shareholders, customers, suppliers, environment and the community at large. Good governance practices emerge from the culture and mind-set of the organization. The company emanates its values from the rich governance and disclosure practices followed by L&T Group. In line with the Group''s philosophy, Mindtree has adopted fair and transparent governance and disclosure practices. A detailed report on corporate Governance is a part of 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 as annexure 8 and is a part of this Report.

Management Discussion and analysis Report

Management Discussion and Analysis Report as required under LODR Regulations, is disclosed separately in this Annual Report. Integrated Reporting (IR)

Mindtree was one of the early adopters of IR in the It industry. this is our Fourth IR which is set out in accordance with the integrated reporting framework outlined by International Integrated Reporting council and SEBI circular on IR. Our IR has integrated thinking embedded in our strategic framework and our integrated business model defines our ability to create long-term value (outputs and outcomes) out of the capitals available to us (input) with value-accretive activities operating under the strong-governance framework. Our IR encompasses both financial and non-financial information and aids all the key stakeholders to get a holistic and long-term view of our company''s strategic focus areas, future outlook and value creation which revolves around the 6 capitals - Financial, Manufactured, Intellectual, Human, Social and Relationship and Natural. The Integrated Report is a part of this Annual Report.

conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outflow

Pursuant to the provisions of Section 134(3)(m) of the act, read with the companies (accounts) Rules, 2014, the details of conservation of energy, Technology absorption, Foreign Exchange earnings and outgo are attached as annexure 5 to this report.

Sustainability, Green Initiatives and Corporate Social Responsibility Initiatives

Sustainability is embedded into the vision and mission of Mindtree since inception. Sustainability Triple Bottom Lines People-Planet-Profit are the cornerstones of our commitment to responsible business. We have in place a focused sustainability framework, with pillars of workplace sustainability, ecological stewardship and ethical governance. Our commitment to responsible business development is evident in our alignment with several global and national frameworks on sustainability and in our regular reporting on frameworks such as carbon Disclosure Project (cDP), United Nations Global compact (UNGc), Global Reporting Initiative Standards (GRIS), International Integrated Reporting council (IIRc). Sustainability is closely integrated with our business strategy. Our emphasis on resource conservation in areas of energy, water, and waste management has been strong and our investments in green building and technology leverage for ecology have been fruitful. Our cSR efforts continue to create sustainable impacts on the communities.

Our focus on sustainability continued to maintain its impacts despite the challenge posed by the pandemic in the year under reporting. While we took necessary steps to provide the right response, relief to our people, communities around and managed to discover our resilience and recover as a business, continuing to serve our clients. Responsibility is an integral part of our organization, and the challenging year found us reiterating the fact.

As a green initiative, we send annual Reports by email every year to those shareholders who have registered their email IDs with the company/Depository Participant/Registrar and Share Transfer agent.

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 6.

Auditors

Statutory Auditors

Your company at its twenty First annual General Meeting held on July 14, 2020 had reappointed M/s. Deloitte Haskins & Sells, chartered accountants (Firm Registration No. 008072S) as Statutory auditors of the company for a period of 5 consecutive years i.e., from the twenty First annual General Meeting till twenty Sixth annual General Meeting at a remuneration as may be fixed by the Board of Directors and audit committee in consultation with the auditors thereof. the Statutory auditors have confirmed that they satisfy the independence criteria as required under the Act.

internal Auditor

During the year, the company has appointed KPMG assurance and consulting Services, LLP as the Internal auditor of the company effective from FY 2021-22, in the place of Ernst & Young LLP.

Secreta rial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by Mr. G Shanker Prasad (CP NO. 6450), Practicing Company Secretary.

Auditor''s Report and Secretarial Audit Report

there are no qualifications, reservations or adverse remarks in the Statutory auditor''s Report and Secretarial audit Report for the Financial Year 2020-21. the Statutory auditor''s Report is enclosed with the financial statements in the annual Report. the Secretarial audit report is annexed as annexure 7 and is a part of this report.

Reporting of frauds by Auditors

During the year under review, the Statutory auditors or Secretarial audit of the company have not reported any frauds to the audit committee or to the Board of Directors under Section 143(12) of the act, including rules made thereunder.

Quality Initiatives and certifications

Mindtree continues to have a unique way of defining its quality processes. Our process methodology is context-composed; we work closely with customers to understand the unique ''value'' expected from each engagement, and then tailor our processes to enable the realization of that value. One size does not fit all and hence composition of processes for fit the need of the project becomes paramount.

Mindtree QMS portal is one single focal point for processes and it helps to bring in standardization, institutionalization, and industry best practices/standards and frameworks. QMS is built on the concept of practitioner defined and refined where knowledge and best practices are shared and published. Process are developed based on industry trends, different project types and different Services that Mindtree caters to and make them available as reference documents for projects to start work and also ensure that the repository built, is the collection of best practices.

Mindtree uses multiple standards and models to predictably deliver high quality services.

Mindtree adopted the capability Maturity Model (cMM) family since early 2002 and embarked on the cMMI-DEV and SVc Level 5 journey to enhance project management and engineering capabilities and to bring in continuous improvements in the organization.

In this path to business excellence, Mindtree reached a significant milestone by getting assessed to cMMI Level 5- 2.0 for our strategic projects. Mindtree is one of the first It organizations to be globally recognized for the suite''s development and services view.

Mindtree is a very active user of ISO standards and has been certified by adopting one-of-its-kind integrated audit approach. Mindtree is certified for ISO 27001 -Information Security Management, ISO 27701 - Privacy Information Management, ISO 200001:2018 - IT Service Management system, ISO 14001 - Environmental Management System, ISO 45001 - Occupational Health and Safety, ISO 22301 - Business continuity Management . The company has successfully completed the annual ISO surveillance audit.

Mindtree is also compliant to Payment Card Industry Data Security Standard v 3.2.1 (PCI DSS) and SSAE 18 (Type 2 & ISAE 3402 Type 2 Report 2 and SOc2 Type2). SOc1 reports address the internal controls over financial reporting and SOc2 is based on trust principles. the SOc 2 report focuses on a business''s non-financial reporting controls as they relate to security, availability, processing integrity, confidentiality, and privacy of a system. Mindtree undergoes these assessments every year.

these certifications are a testimony of the excellent services by Mindtree every time and also during the unprecedented times like cOVID.

customer Satisfaction is the primary Business Objective of Mindtree. To ensure completeness of understanding customer''s experience of our services, Mindtree has two levels of feedback surveys - cES and PFS.

The annual customer Experience Survey (cES) aims at understanding customer''s perception at account management and engagement practices administering cES to our customer organizations'' cXO and Senior-level contacts.

The quarterly Project Feedback Survey (PFS) aims at understanding customer''s satisfaction with Mindtree project execution and delivery practices. We administer PFS to our customer organizations'' Mid-level contacts who have day-to-day interaction with our project teams. The project and account teams analyze the results from the surveys and take appropriate actions to improve the feedback.

Both our PFS and cES ratings have been record high, this becomes especially important given the backdrop of the pandemic.

Internal control Systems and Adequacy of Internal Financial controls

Mindtree has an Internal control System, commensurate with the size, scale and complexity of its operations. The Audit committee, comprises of professionally qualified Directors, who interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference.

Your company has a proper and adequate system of internal controls. These controls ensure 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 within the meaning of the Act. An extensive program 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.

To maintain its objectivity and independence, the Internal Auditor reports to the chairperson of the Audit committee of the Board. The Audit committee defines the scope and authority of the Internal Auditor. 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 the necessary corrective actions are presented to the Audit Committee.

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 Statutory Auditor''s Report include a report on the internal financial controls over financial reporting.

The Audit committee and the Board are of the opinion that the company has sound Internal Financial control commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist during the financial year 2020-21.

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 mentioned in the Corporate Governance Report.

Compliance Monitoring System

Your company believes that good statutory compliance system is essential requirement for the successful conduct of business operations and high standards of Corporate governance. The Company ensures that appropriate business processes and adequate tools are in place for adherence with all the statutory obligations and has a framework on "Global compliance" which outlines the Company''s requirement of compliance under various regulations across the locations in which the company conducts its business. Global compliance framework at Mindtree includes a) transparency, accountability, integrity and Independence. b) Act in the spirit of law and not just the letter of law, c) Do what is right and not what is convenient d) Provide complete transparency on our operations and follow openness in our communication to all our stakeholders. We focus on transparency, accountability, integrity, and independence as the core elements of our Global compliance Framework.

We have established a unique systematic Global compliance framework that is supported by Tool and is fully prepared for any change that affects the compliance structure. It is a highly preventive rather than curative system, which allows Mindtree to seamlessly engage in relevant markets without compromising on ethical standards, resulting in enhanced brand integrity and deeper connect with governments, investors, customers, vendors and Mindtree employees. Under this framework, identified key stakeholders across business units, corporate functions ensure and confirm compliance with the provisions of all applicable laws on a continuous basis. Your company also engages external consultants to update the existing list of compliances applicable globally and key compliances/ regulations are covered as part of internal audit every year. The Global Compliance update is placed before the Audit Committee on quarterly basis and the committee updates to the Board at its meetings confirming status of compliances along with remediation plan for non-conformities, if any.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the company''s website at https://www.mindtree.com/sites/default/fi les/7071-06/annual-return-march-31-7071.pdf.

Compliance with Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India. 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

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act and LODR Regulations, are provided in the financial statements.

Listing Fees

The Company affirms that the annual listing fees for the year 2021-22 has been/will be paid to National Stock Exchange of India Limited (NSE) and BSE Limited (Bombay Stock Exchange).

Other matters

The final report is awaited on the inspection from Office of Regional Director, Ministry of Corporate Affairs, carried out under section 206 of the Act during the year 2019-20.

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 Central and State Government of India, 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.

The Directors are deeply grateful for every person who risked their life and safety to fight this COVID-19 pandemic. The Directors appreciate and value the contribution made by every Mindtree Mind to combat COVID 19.

For and on behalf of the Board of Directors

Place: Bengaluru R Shankar Raman Debashis Chatterjee

Date: April 16, 2021 Director CEO & Managing Director

(DIN 00019798) (DIN 00823966)

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Mar 31, 2019

Directors'' Report

Dear Shareholders,

The Directors have pleasure in presenting Twentieth Board''s Report on the business and operations of the Company ("Mindtree Limited" or "Mindtree" or "Company"), together with the audited standalone and consolidated financial statements for the year ended March 31, 2019.

Financial Performance Rs, in million

Particulars		For the year ended March 31
	2019	2018	2019	2018
	Consolidated		Standalone
Revenue from operations	70,215	54,628	70,215	54,628
Other income	893	1,902	893	1,901
Total revenues	71,108	56,530	71,108	56,529
Employee benefits expense	44,212	35,641	44,211	35,640
Finance costs	29	169	29	169
Depreciation and amortization expense	1,641	1,715	1,641	1,715
Other expenses	15,358	11,582	15,360	11,584
Total expenses	61,240	49,107	61,241	49,108
Profit before tax	9,868	7,423	9,867	7,421
Tax expense	2,327	1,722	2,327	1,722
Profit for the year	7,541	5,701	7,540	5,699
Other comprehensive income	197	128	197	128
Total comprehensive income	7,738	5,829	7,737	5,827

The standalone numbers for all the comparative periods have been restated to give impact to the Amalgamation of subsidiaries with your Company resulting in a common control business combination (refer to note 36 of the standalone financial statements).

Company Performance

On a consolidated basis, revenue for the year was '' 70,215 million signifying a growth of 28.5% in Rupee terms. Revenue increased due to better traction from all the verticals mainly led by Travel and Hospitality and Hi Tech and Media as well as weakening of INR against major currencies, mainly US$. Your Company had 349 active customers as on March 31, 2019 as against 338 as on March 31, 2018. During the year, 23 customers had revenue in excess of US$ 10 million as against 17 customers previous year. Total employee benefit expense has increased by 24%. The increase is in line with business-growth and increase in head count (March 31, 2019: 20,204; March 31, 2018: 17,723). Other expenses increased by 33% in line with revenue and mainly attributable towards travel expenses, subcontractor expenses, recruitment expenses, lease rentals and others.

Earnings before interest, taxes and depreciation allowance (EBITDA) for FY 19 was '' 10,645 million against '' 7,405 million for FY 18 and has grown at 43.8% over the year. EBITDA margin improved by 160 basis points from 13.6% in FY 18 to 15.2% in FY 19. Employee benefits expense, as a percentage to revenue, improved from 65% to 63% due to better utilization.

Our effective tax rate is at 23.6% when compared to 23.2% in the previous year. PAT has grown by 32% attributable towards growth in EBITDA.

The standalone results mirror the consolidated results as the impact of consolidation of subsidiaries results with consolidated results is insignificant. Accordingly, the commentary provided for explaining the company''s consolidated performance also applies to company''s standalone performance.

Share Capital

During the year, your Company allotted 287,730 equity shares of Rs, 10/- each, to employees ("Mindtree Minds") under Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP 2012). Further to the above allotment, the paid-up equity share capital has increased from Rs, 1,639,263,110/- as on March 31, 2018 to Rs, 1,642,140,410/- as on March 31, 2019.

Public Announcement to acquire shares of the Company by Larsen and Toubro Limited (L&T)

During the year, L&T made a public announcement on March 18, 2019 for the acquisition of up to 5,13,25,371 fully paid-up equity shares of Rs, 10/- each of Mindtree Limited from the shareholders. L&T has also filed detailed Public Statement on March 26, 2019. The above acquisition awaited Regulatory approvals as on March 31, 2019.

The Company had constituted a committee of Independent Directors (IDC) in the interest of all stakeholders to provide their reasoned recommendation in respect of the offer by L&T. All the Independent Directors were appointed as members of IDC and Ms. Apurva Purohit was appointed as the Chairperson of the IDC and the spokesperson.

Dividend

The details of Dividend declared for the FY 2018-19 were as follows:

(i) The Board of Directors on October 17, 2018 declared a first interim dividend of Rs,3/- per equity share of face value of Rs, 10/- each, to the Shareholders which was paid on October 30, 2018;

(ii) The Board on January 16, 2019 declared a second interim dividend of Rs, 3/- per equity share of face value of Rs, 10/- each, to the Shareholders which was paid on January 28, 2019;

(iii) The Board on April 17, 2019 declared a third interim dividend of Rs, 3/- per equity share of face value of Rs, 10/- each to the Shareholders, which will be paid on or before May 10, 2019;

Further, the Board at its meeting on April 17, 2019 has also recommended, a final dividend of Rs, 4/- per equity share of face value of Rs, 10/- each and a special dividend of Rs, 20/- per equity share of face value of Rs, 10/- each for the Financial Year ended March 31, 2019, to celebrate the twin achievements of exceeding US$ 1 billion annual revenue milestone and 20th anniversary of the Company, which are payable on obtaining the Shareholders'' approval at the Twentieth Annual General Meeting. The final dividend and special dividend, if approved, will be paid on or before July 31, 2019.

The dividend payout amount for the current year inclusive of tax on dividend is Rs, 2,183 million as compared to Rs, 1,742 million in the previous year.

Dividend Policy

Your Company has formulated Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendments thereto ("hereinafter referred to as LODR Regulations"), for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Policy is available on the website of the Company: https://www.mindtree.com/about/investors/policies/dividend-policy.

Your Company intends to maintain similar or better levels of dividend payout in future. However, the actual dividend payout in each year will be based on the profits and investment opportunities of the Company.

Deposits

Your Company had no opening balance of Deposits. Further, your Company has not accepted any Deposits during the Financial Year 2018-19 and as such, no principal or interest were outstanding as on March 31, 2019 as per the provisions of the Companies Act, 2013 (hereinafter referred to as "Act"), and the Rules framed thereunder

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. Cash and investments (net of short-term borrowings) have increased from '' 7,463 million as on March 31, 2018 to '' 9,375 million as on March 31, 2019. The balance funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds.

People Strategy

At Mindtree, we focus on Culture, Learning, Performance, Talent Management, Skill development and motivate minds through various reward and recognition programs that delivers values and results to the organization and also to the individual.

Culture that delivers values and results

The Mindtree Culture is a set of shared attitudes, values, beliefs and practices that characterize us. It is the behavior that we witness, when a group of Mindtree minds work together - this behavior results from a set of largely unwritten and unspoken rules. Simply said - culture is what Mindtree Minds engage in when no one is looking.

Culture forms an important pillar in our quest to build Mindtree as a memorable institution. As we grow and absorb diverse views and influences, culture ensures that we remain true to our Mission and Values. The Mindtree Culture is both an enabler and differentiator for all our stakeholders.

Culture is a prominent reason our beloved Mindtree Minds and Mindtree''s esteemed clients stay and love Mindtree, and are so passionate about being part of the grand family. Mindtree''s Culture App and the site https://culture.mindtree.com/ are being used to capture/share Mindtree stories virtually from anywhere in the globe and also for all to watch/ listen to these fascinating Mindtree stories.

Performance, Retention and Talent Management

Mindtree''s performance management system and process are focused on creating empowered and motivated talent pool. Our annual performance review focuses on future prospects. 360-degree feedback process for Mindtree Minds in middle and senior management roles are evaluated on their leadership competencies.

Ozone, our internal job portal has delivered excellent value to Mindtree Minds in finding right role for their talent.

Performance management is focused on career imagination through progress lead, constructive, learning lead feedback.

Focused approach to hiring, assimilation, evaluation, recognition through awards, differentiated compensation and growth opportunities linked to performance are helping in attracting and retaining high caliber Mindtree Minds.

Recognitions and Motivation

Recognition and making recognition special has been a high point of Mindtree''s culture.

Spot on for instant gratification, Outstanding performers for exceling in the years work, Pillar''s for consistently standing out year after year. Chairman''s Award, the most coveted awards for those who are consistently extraordinary in the performance, approach and attitude.

Learning and Development

Continuing with our focused and well-mapped transformation journey in terms of key technology identification and adoption, we scaled

Yorbit- our home-grown, cloud-based, mobile-enabled digital learning platform, which can be accessed anywhere everywhere - it covers 800 critical skills by offering more than 2,200 courses.

Osmosis, our annual tech-fest, was a huge success this year as well with a great level of participation from the technical community within and outside of Mindtree. The Techie of the Year event had 532 techies participate in the Hackathon and 2,249 external participants, with 25 K-Safari stalls showcasing the best of Mindtree. We introduced 2 new events this year: AI Wizard - a platform to build competency in Artificial Intelligence (AI) while showcasing AI & Machine Learning skills & DiY - Develop It Yourself, an instant engine to learn new skills and develop solutions. The highlight was Mindtree winning the CII MIKE Awards for the ''most innovative knowledge enterprise''. The "Recruit to Reskills 301"program where Java/DotNet professionals are being transformed to Digital experts have been experienced by 130 Mindtree Minds so far.

Learning culture at Kalinga

"Culture and values cannot be taught" is a general consensus among people. They happen through inspiration. At Kalinga, we took a little stretched position saying "nothing can be taught".

Our source of inspiration at Kalinga aren''t conventional aspects of education such as curriculum, classroom, teachers, lectures or examinations. Rather, we have relied much on "work" as a vehicle of learning. Work renders purpose. When a Campus Mind works on solving the room allocation problem in social center or the thermal comfort issue inside rooms or water management of campus through sensors and meters or automation of employee claims eligibility for our finance function or workflow automation of project submission and evaluation for our homegrown learning platform Yorbit or integration of building management system parameters with Mindtree''s indigenous digital surveillance platform called Gladius, the Mindtree Minds finds meaning in education; it makes the learning process purposeful.

Hiring and Onboarding

In 2018 we transformed the selection process through paperless and Al-driven candidate selection, these two key initiatives of our Talent Acquisition team resulted in quick and accurate identification and hiring of talent across all levels.

Women diversity is important to Mindtree and we support the growth of women workforce via hiring at the campus and lateral levels. Encouraging women interviewers to participate in the hiring process, running women-on-break hiring events. The Refresh - Women Back to Work program was a great success that saw the on-boarding of many capable Women Mindtree Minds who embraced the opportunity to start their careers once again.

Multiple ''Elite/ Star Seeker Events'' were also convened to unearth top-notch Architects, Tech Experts and Program Managers.

Homecoming or Alumni hiring has been a key people practice that is supported across all the geographies that we operate in. Mindtree''s unique culture is embodied in its people.

Skills Transformation at Mindtree Digital

These strategic instruments have enabled Mindtree realize a strong digital skills transformation in the technology areas of Digital Content/ Commerce, Digital Channels, Digital Experience, Cloud, Data Science and Engineering. In addition, Mindtree invests significantly into custom made Mindtree signature programs that create expertise and differentiation in strategic areas of Digital Technologies and niche roles such as Digital Full Stack Engineers. Digital Skills transformation is not limited to technology - professionals for the Digital era need to demonstrate unique leadership and professional skills. Design Thinking, Digital Consulting and Agile are fundamental elements of being Digital at Mindtree.

Over the years, Mindtree has equipped 450 Mindtree Minds with Future Technologies readiness (AI, BlockChain, IoT, RPA), 1,000 Mindtree Minds with Digital era Engineering skills, 500 Minds with Digital Core Technologies, 1,000 Mindtree Minds with Modern Web Applications skills, 1,500 Minds with Modern Data Science, 1,000 Minds with Modern Data Warehousing and 1,000 Minds with Digital Cloud capabilities. Further, Mindtree has created 250 Engineers with deep Digital skills and Full Stack Engineering abilities and the journey continues.

Sales and Delivery Skills

Mindtree is focused on programs which have direct impact on internal and external customers. More than 100 senior delivery leaders are going though leadership program which focuses on enhancing customer experience. Other key focus is to build technology expertise for the needs of future. Sales fellowship and development programs focus on key behavioral competencies in the area of customer service and business building.

Seamless Integration of enabling processes

People Shared Services (PSS) is a constantly evolving team that incorporates the latest technologies to achieve excellence in the different areas that it encompasses. Automation in PSS has been a key focus area. 85 RPA bots were deployed and more than 6,000 hours of human effort was saved this year. Most of the people processes have been automated.

Headcount

The total number of Mindtree Minds including subsidiaries as on March 31, 2019 was 20,204 as against 17,723 as on March 31, 2018.

Business Responsibility Report

Your Company has embedded in its core business philosophy, the vision of societal welfare and environmental protection. Responsible business characterizes its policies, practices and operations. As a believer in the principle of transparency, Mindtree publishes its Business Responsibility Report, as a part of its annual report, in accordance with the LODR Regulations. The Business Responsibility Report is also available on the Company''s website: .

Mergers and Amalgamations

During the year, your Company received Order from the Hon''ble National Company Law Tribunal, Bengaluru Bench, approving the Scheme of Amalgamation of Magnet 360, LLC, the wholly owned subsidiary of the Company with Mindtree. Your Company has completed the necessary requirements under various regulations. Further, the Order was filed with the Registrar of Companies, Karnataka on December 14, 2018, which being the effective date of Amalgamation.

Subsidiaries

Your Company had three direct subsidiaries and two step- down subsidiaries as on March 31, 2019. During the year, Magnet 360, LLC, the wholly owned subsidiary amalgamated with the Company and ceased to exist. Blouvin (Pty) Limited, the step-down subsidiary was liquidated during the year.

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

In accordance with Section 136 (1) of 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/investors. Further, the financial statements of the subsidiaries have also been placed on our website: https://www.mindtree.com/about/investors. The Company will provide physical copies of these documents upon written request from any shareholder of the Company.

Awards and Recognitions

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

- Recognized as a Rising Star in Service Operation and Delivery (USA) by 2019 ISG Provider Lens™ Report on SIAM/ITSM.

- Positioned as a Leader in Enterprise Research and Development Services across Nine Categories in Zinnov Zones Report.

- Named as a Leader in Digital Services for Travel and Hospitality by Zinnov.

- Recognized as a ''Rising Star'' in US & Global by the ISG Provider Lens™ Cloud Transformation/ Operation Services & XaaS Quadrant Report.

- Named as an IoT Technology Services Leader Across Nine Categories in Zinnov Zones Report.

- Recognized as Leader by ISG Provider Lens Next-Gen ADM Quadrant Report for Application Development and Maintenance Services.

- Recognized as an Innovator in Avasant''s Intelligent Automation RadarView™ 2018 report.

- The ISG Provider Lens™ SAP HANA® Services Quadrant Report Recognized Mindtree as:

- ''Rising Star'' in S/4HANA

- ''Rising Star'' in BW/4HANA

- ''Leader'' in the SAP Cloud Platform

- Magnet 360, Mindtree''s Sales force Practice, included in ISG''s 25 Best Digital Transformation Case Studies.

- SAFA Best Presented Annual Report Awards and SAARC Anniversary Awards for Corporate Governance Disclosure- 2017 under IT Sector (Joint 2nd Runner-up) during the FY 2018-19, which is token of recognition for adopting best governance disclosures.

- Silver Shield under ICAI Awards for Excellence in Financial Reporting for the FY 2017-18.

Branding

Mindtree, as a brand, reflects our identity, values and beliefs. Collaborative Spirit, Unrelenting Dedication, and Expert Thinking are the foundation of our presence and therefore, we have deliberated these principles into our branding and logo. Mindtree''s brand voice actively promotes brightness and confidence that stimulates our forward thinking, confidence, strength and passion. These themes are custom stitched across all the collaterals, inspired by our fresh design thinking.

The elevation of brand aesthetics for Mindtree is a continuous process with the right mix of Public Relations, Social Media, Advertisement and Digital Marketing. The year has witnessed the execution of our new cloud strategy, ''Mindtree 3.X'', which is driving our digital leadership and establish the need for re-imagination approach as business opportunities. Our newly-built website reflects the digital in our DNA, and has been instrumental in lead generation, driving sales and optimized across any digital devices. Our social media strategy echoes the Mindtree values and significantly contributing to our business, well supported with focused advertisement campaigns.

Investor Relations

Your Company has an effective Investor Relations Program ("IR") through which the company continuously interacts with the investment community across various channels (Periodic Earnings Calls, Annual Investor / Analyst Day, Individual Meetings, Video-Conferences, Participation in One on One interactions and group meetings through Non-Deal Roadshows). Your Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Company''s website under the Investors section. Your Company also sends regular email updates to analysts and investors on upcoming events like earnings calls, declaration of quarterly and annual earnings with financial statements.

Your Company is receptive to the needs of the investment community through its periodic IR Perception Studies conducted by an independent agency and also by seeking direct feedback from the analysts and investors. Your company strives to adopt emerging best practices in IR and building a relationship of mutual understanding with investor and analysts.

Infrastructure

At the beginning of the year, your Company had 22,29,340 sq. ft of space consisting of 17,768 seats spread across various locations in India apart from Mindtree''s Bhubaneswar Facility ("Kalinga") - Training and residential facility for 500 campus minds measuring about 3,02,000 sq. ft . Following are the key changes made during the year:

Bhubaneswar: During the year under review, your Company has completed the construction of new Software Development Block measuring about 180,000 sq. ft. Completed fit out works in one floor adding about 400 seats. Consequently, a portion of learning center, which was used as office has been converted back as training rooms. New Software Development Block has capacity to add another 800 seats depending upon business requirement. Due to increased demand for training, your company is in the process of constructing New Social Center Building measuring about 150,000 sq. ft and consisting of about 550-bed accommodation for Campus Minds. These buildings are expected to be ready for occupation by July 2020.

Hyderabad: Your Company has added 550 seats in the leased facility measuring about 65,000 sq ft.

With the above additions, currently, your company has 24,74,340 sq. ft consisting of 18,705 seats spread across various locations in India apart from Mindtree Kalinga - Training and residential facility for 500 campus minds measuring about 3,02,000 sq. ft.

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.

Your Company has successfully installed 550 KW solar power plant at Bhubaneswar. This plant is meeting about 25% of power requirement of our Bhubaneswar Facility.

The East campus of your Company located at Whitefield, Bengaluru and also Mindtree Kalinga Campus located at Bhubaneswar have been certified as PLATINUM rated facilities by India Green Building Council. Green certification process for New Software Development Block and Social Center Buildings at Bhubaneswar is in progress.

These achievements stand testimony to your company''s strong commitment towards sustainable best practices.

Board of Directors

At the year ended March 31, 2019, the Board of Directors comprised of three Executive and Promoter Directors, one Non-Executive and Promoter Director and four Independent Directors including a Woman Director.

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 (DIN 00145678) retires by rotation and being eligible, offers himself for reappointment at the ensuing Twentieth Annual General Meeting.

Mr. Bijou Kurien (DIN 01802995) was appointed as Independent Director on July 17, 2018 for a period of three years from July 17, 2018 to July 16, 2021. Further, Mr. N S Parthasarathy (DIN 00146954) was re-appointed as Executive Vice Chairman from January 01, 2019 to January 31, 2021 and Ms. Apurva Purohit (DIN 00190097) was re-appointed as Independent Director for a second term from January 01, 2019 to December 31, 2023 through Postal Ballot on December 17, 2018.

Prof. Pankaj Chandra, Non-Executive and Independent Director of the Company retired from the Board on April 01, 2018, due to the completion of his tenure. Ms. Manisha Girotra, Independent Director resigned from the Board on April 18, 2018, due to pre-occupation.

Mr. Jagannathan Chakravarthi resigned as Chief Financial Officer on July 20, 2018. Mr. Pradip Kumar Menon was appointed as Chief Financial Officer with effect from September 24, 2018.

Other than the above, there were no changes in the Board of Directors and Key Managerial Person (KMP) during the FY 2018-19.

Criteria for the appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on Industry and Strategy of the Company. The Board composition analysis reflects in depth understanding of the Company''s strategies, environment, operations, financial conditions, compliance requirements, etc.

In terms of provisions of the Act and LODR Regulations, NRC has identified list of core skills, expertise and competencies required for a person to possess in order to be selected as a Board member. The NRC also focuses on the qualification and competence of the person, professional experience, the positive attributes, standards of integrity, ethical behavior, and independent judgment of the person in selecting a new Board member.

The Committee satisfies itself with regard to the criteria for independence of the Directors as required under the applicable statutes in order to enable the Board to discharge its functions and duties effectively. The details of core skills, expertise and competencies identified by NRC are provided in detail in the Corporate Governance Report.

In case of re-appointment of Non-Executive and Independent Directors, the NRC and the Board takes into consideration the performance of the Director based on the Board evaluation and his/her engagement level during their previous tenure.

Remuneration Policy

The Company''s remuneration Policy is market-driven and aims at attracting and retaining high performance talent. Mindtree follows a compensation mix of fixed pay, benefits and performance based variable pay, which is paid based on the business performance and goals of the different business units/ overall company. The Chairman, Managing Director and other Executive Directors are paid remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, phantom stocks, commission (variable component). Annual compensation changes are decided by the Nomination and Remuneration Committee after considering external benchmark data and overall business performance within the salary scale approved by the Board and Shareholders.

The Remuneration Policy has been updated on the website of the Company at: https://www.mindtree.com/about/investors Details of remuneration to Directors

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

Declaration of Independence by Independent Directors

The Company has received necessary declaration from the Independent Directors as required 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.

Board Evaluation

The external agency appointed by the NRC and the Board has carried out the evaluation of the performance of the Board as a whole, functioning of the Committees of the Board, individual Directors and the Chairperson of the Board, in accordance with the applicable provisions of the Act and LODR Regulations.

Detailed questionnaires drafted in accordance with the guidance note issued by SEBI were sent out to the Board members. The external agency also had one on one discussion with Board Members, CFO, Company Secretary, Investor Relations team, Risk team, Strategy team and the People Function representatives.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information flow to the board and its dynamism, strategic issues, roles and functions of the Board, relationship with the management, engagement with the Board and external stakeholders and other development areas.

The performance of the Committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, Committee composition, 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 Director''s knowledge and understanding of their role, Company''s vision and mission, market potential, Director''s Commitment, qualification, skill and experience, openness in communication, etc.

The performance of the Board Chairperson was evaluated after seeking the inputs from all the Directors other than the Board Chairperson, on the basis of the criteria such as Chairperson''s role, accountability and responsibilities, promotion of effective relationship and open communication, positive and appropriate working relationship with CEO, commitment, etc.

The Board evaluation report was submitted to the Board Chairperson and the Chairperson of Nomination and Remuneration Committee. The Board Chairperson discussed the outcome of evaluation of the individual Directors separately with them in detail.

The evaluation report contains an executive summary of findings and several key recommendations from the evaluation process. The report of the Board evaluation was adopted at the NRC and the Board meetings.

Number of meetings of the Board

The Board of Directors of the Company met nine times (including one adjourned meeting) during the year. The details of Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is within the time prescribed under the Act and LODR Regulations.

Board Committees

The following are the Board Committees during the Financial Year 2018-19:

1 Audit Committee;

2 Nomination and Remuneration Committee;

3 Stakeholders'' Relationship Committee;

4 Corporate Social Responsibility Committee;

5 Risk Management Committee and

6 Administrative 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''s vigil mechanism /Whistle blower Policy aims to provide the appropriate platform and protection for Whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including the Integrity Code, Code of Conduct for Prevention of Insider Trading in Mindtree Securities, Code of Fair Practices and Disclosure. All employees and Directors have access to the Chairperson of the Audit Committee. Mindtree investigates such complaints speedily, confidentially and in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

Code of Conduct for Prevention of Insider Trading in Mindtree securities

During the year, Mindtree has amended the Code of Conduct for Prevention of Insider Trading in Mindtree Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018, which is effective from April 01, 2019. The amended Code is uploaded on the website of the Company. The objective of the Code is to protect the interest of shareholders at large, to prevent misuse of any unpublished price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Persons, other Mindtree Minds and their immediate relatives. Mr. Pradip Kumar Menon, CFO, is the Compliance Officer under the Code.

Related Party Transactions

All related party transactions were entered into with the prior approval of the Audit Committee. During the Financial Year 2018-19, all the transactions with related parties were entered into at arm''s length and in the ordinary course of business and none of such related party transactions required the approval of the Board of Directors or the Shareholders as per the Act or LODR Regulations. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large.

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/about/investors/poliries/poliry-determining-material-related-party-transartions.

The details of the related party transactions as required under the Act and the Rules are attached in Form AOC-2 as Annexure 4.

Litigation

No material litigation was outstanding as on March 31, 2019. Details of litigation on tax matters are disclosed in the financial statements. Details of unclaimed shares

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

Transfer of Dividend to Investor Education and Protection Fund (IEPF)

Dividends amounting to '' 565,023/-, that were unclaimed for a period of seven years were transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act. The details of the consolidated unclaimed/unpaid dividend as required by the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to at "IEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the date of Nineteenth Annual General Meeting on July 17, 2018) have been uploaded under the Company''s website: https://www.mindtree.com/unpaid-dividend-information-2018.

Attention is drawn that the unclaimed/ unpaid dividend for the Financial Years 2011-12 (Final) and 2012-13 (Interim) is due for transfer to IEPF during August 2019 and November 2019. 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.

Transfer of Shares in favor of Investor Education and Protection Fund (IEPF) Authority

Pursuant to the provisions of the Act, read with the IEPF Rules, the shares on which dividends have not been claimed for 7 consecutive years have been transferred in favor of IEPF authority. As on date, the company had transferred 17,582 equity shares in favour of IEPF authority.

Particulars of Employees

Information as required under the provisions of Section 197 of the Act, read with 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. There were no employees who were employed throughout the financial year or part thereof, by himself/ herself or along with his/ her spouse and dependent children, held more than two percent of the equity shares of the company. 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 thereof, such Member may write to the Company in this regard.

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

Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Mindtree Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at workplace. Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy is frequently communicated at regular intervals through assimilation programs to Mindtree Minds. Following are some of the awareness programs imparted to train Mindtree Minds and Internal complaints committee (ICC) during the year.

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

2. Every new joiner is trained on Prevention of Sexual Harassment during induction program.

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

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

Further, your company has setup an 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 woman and has an external women representation.

Penal consequences of Sexual Harassment ("SH") and the constitution of the ICC is displayed at conspicuous places.

The following are the summary of the complaints received and disposed off during the Financial Year 2018-19:

In India

a) No. of SH complaints received: 10

b) No. of SH complaints disposed off: 9 Rest of the World

a) No. of SH complaints received: 1

b) No. of SH complaints disposed off: 1

Employee Stock Option Plans and Employee Stock Purchase Scheme

During the year, your Company has granted shares under Employee Stock Purchase Scheme namely Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS or ERSP 2012).

The Employee Stock Option Plans 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 2018-19. The summary information of various Employee Stock Option Plans (ESOPs) and ESPS/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 of Standalone Financial Statements of this Annual Report for details on accounting policy.

Disclosure on ESOPs and ESPS/ ERSP 2012, details of options/ shares 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.rom/about/investors.

No employee was granted options/ shares (under ESOPs and ESPS/ERSP 2012), during the year, equal to or exceeding 1% of the issued capital. 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 Indian Accounting Standards (Ind AS) and requirements of the Act and that of guidelines issued by SEBI, to the extent applicable to company; on the historical cost convention except financial instruments which are measured at fair value; 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.

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

Pursuant to the provisions of Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, the details of Conservation of energy, Technology Absorption, Foreign Exchange earnings and Outgo are attached as Annexure 5 to this report.

Sustainability and Corporate Social Responsibility Initiatives

Sustainability framework at Mindtree is based on triple-bottom line, people, planet and profit.

Sustainability is ingrained into our vision of making societies flourish. While sustainability makes smart business sense in terms of resource conservation, our technological competencies give us an opportunity to solve larger issues of sustainable development. Mindtree is increasingly involved in taking these opportunities forward. Our priorities are set by pressing sustainability issues in the global and national contexts, issues that touch us deeply and our capabilities to execute ideas. Our short term goals are satisfactorily bearing fruit in terms of resource efficiencies, and our medium term plans for clean energy have progressed well.

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 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 6.

Auditors

Statutory Auditors

Your Company at its Sixteenth Annual General Meeting held on June 22, 2015 had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) as Statutory Auditors of the Company up to the conclusion of the Twenty First Annual General Meeting at a remuneration as may be fixed by the Board of Directors or Audit Committee in consultation with the Auditors thereof. The requirement for the annual ratification of auditor''s appointment at the Annual General Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

Secretarial Auditor

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

Auditor''s Report and Secretarial Audit Report

There are no qualifications, reservations or adverse remarks in the Statutory Auditor''s Report and Secretarial Audit Report for the Financial Year 2018-19. The Statutory Auditor''s Report is enclosed with the financial statements in the Annual Report. The Secretarial Auditor''s report is annexed as Annexure 8 and is a part of this report.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

Corporate Governance

Mindtree has a strong legacy of following fair, transparent and ethical governance practices. Mindtree''s Corporate Governance policy is based on the belief that a good governance is an essential element of business, which helps the Company to fulfill its responsibilities to all its stakeholders. The fundamentals of the governance at Mindtree includes transparency, accountability, integrity and independence. A detailed report on Corporate Governance is a part of 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 as Annexure 9 and is a part of this Report.

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 the following certifications are 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 21, 2019	March 21, 2020	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	July 17, 2017	July 17, 2020	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.

Certificate Name	Issuing Authority	Certification Date	Certificate Expiry Date	Frequency of Surveillance Audits	Description
ISO 14001:2015	BSI	December 13, 2016	September 24, 2019	Once in 3 years	ISO 14001:2015 specifies requirements for an environmental management system to enable an organization to enhance its environmental performance.
BS OHSAS 18001:2007	BSI	December 13, 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 10, 2018	May 09, 2021	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.

Internal Control Systems and Adequacy of Internal Financial Controls

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

Your Company has a proper and adequate system of internal controls. These controls ensure 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 program 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.

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.

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.

Any other material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between April 1, 2019 and the date of signing this report.

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.

Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2018-19 is given in Annexure 7 in the prescribed Form No. MGT-9, which is a part of this report and the same is also available on our website : https://www.mindtree.com/about/investors.

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

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act and LODR Regulations, are provided in the financial statements.

Risk Management Policy

Risk Management is a strategic business discipline that supports the achievement of an organization''s objectives by addressing the full spectrum of its risks and managing the combined impact of those risks as an interrelated risk portfolio. Mindtree uses Enterprise Risk Management (ERM) as a key tool to help achieve its short term and long term business objectives to generate value for its customers, investors, employees and other stakeholders. ERM encompasses areas of organizational exposure to risk (strategic, operational, financial and compliance) and provides a structured process for management of risks.

This has been achieved by deploying an effective risk management framework to proactively identify, assess, treat, monitor and report risks as well as to create a risk-aware culture within Mindtree. The Mindtree ERM framework has been designed by incorporating elements of leading risk management standards such as:

- ISO 31000

- COSO

- IRM Risk Management Standard

The Chief Risk Officer is the custodian of the framework and oversight of the framework is provided by the Risk Management Committee to the Board of Directors.

Listing Fees

The Company affirms that the annual listing fees for the year 2019-20 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 17, 2019 Chairman

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Mar 31, 2018

Directors' Report

Dear Shareholders,

The  Directors have immense pleasure in presenting Nineteenth Board's Report of Mindtree Limited ("Mindtree") or ("Company"), together with the audited consolidated and standalone financial statements for the year ended March 31, 2018. The consolidated performance of the Company has been referred to wherever required.

Financial Performance                                                                    Rs, in million

Financial Particulars	Â	For the year ended March 31		Â
	2018	2017	2018	2017
Â	Consolidated		Standalone
Revenue from operations	54,628	52,364	53,250	50,396
Other income	1,902	553	1,901	553
Total revenues	56,530	52,917	55,151	50,949
Employee benefits expense	35,641	34,125	33,949	32,438
Finance costs	169	191	168	191
Depreciation and amortization expense	1,715	1,858	1,552	1,703
Other expenses	11,582	11,194	11,539	10,773
Total expenses	49,107	47,368	47,208	45,105
Profit before tax	7,423	5,549	7,943	5,844
Tax expense	1,722	1,363	1,694	1,384
Profit for the year	5,701	4,186	6,249	4,460
Other comprehensive income	128	(621)	117	(566)
Total comprehensive income	5,829	3,565	6,366	3,894

Your Company's financial statements for the year ended March 31, 2018 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable. The standalone numbers for all the comparative periods have been restated to give impact to the Amalgamation of subsidiaries with your Company resulting in a common control business combination (refer to Note 32 of the standalone financial statements).

Company Performance

On consolidated basis, revenue for the year was Rs, 54,628 million signifying a growth of 4.3% in Rupee terms. Your Company had 338 active customers as on March 31, 2018 of which 118 customers had revenues in excess of US$ 1 million, 38 customers had revenues in excess of US$ 5 million, 17 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 marginally by 0.1% from 13.7% in the previous year to 13.6% in the current year. Total employee benefit expense have increased by 4.4%. Employee benefits expense, as a percentage to revenue, has remained the same at 65.2%. The increase is in line with increase in revenue and increase in head count (March 31, 2018: 17,723; March 31, 2017: 16,470). Other expenses increased due to increase in travel expenses and subcontractor expenses.

Our effective tax rate is at 23.2% when compared to 24.6% in the previous year. PAT has grown by 36.2% and as a percentage of revenue, has increased from 8.0% to 10.4% in the current year, mainly on account of increase in revenue, other income and foreign exchange gain in the current year as compared to forex loss in the previous year

On standalone basis, revenue for the year was Rs, 53,250 million signifying a growth of 5.7% in Rupee terms. EBITDA margins have increased marginally from 14.5% in the previous year to 14.6%. The growth in revenue (5.7%) was higher than the growth in employee benefits expense (4.7%). Other expenses increased due to increase in travel expenses and subcontractor expenses.

Our effective tax rate is at 21.3% when compared to 23.7% in the previous year. PAT has increased by 40.1% to Rs, 6,249 million as compared to Rs, 4,460 million in the previous year mainly on account of increase in revenue, other income and foreign exchange gain in the current year as compared to forex loss in the previous year

Buyback of Equity Shares

Pursuant to the approval of the Board of Directors on June 28, 2017, your Company completed the Buyback of 42,24,000 Equity Shares of Rs, 10/- each at a price of Rs, 625/- per Equity Share amounting to Rs, 2,640 million representing 2.51% of the total issued and paid-up equity share capital of the Company. The Buyback was undertaken by the Company to return surplus funds to the Equity Shareholders and thereby, enhancing the overall returns to Shareholders. The shares were bought back on a proportionate basis, from those Shareholders who were Shareholders of the Company as on July 11, 2017, the record date for the buyback under the tender offer route in accordance with the provisions contained in SEBI (Buyback Regulations), 1998, as amended and the Companies Act, 2013 and the applicable Rules thereof. In accordance with the Companies Act, 2013, the Company has created a Capital Redemption Reserve of Rs. 42 million equal to the nominal value of the shares bought back.

Share Capital

Your Company allotted 124,765 Equity Shares of Rs,10/- each, to various employees ("Mindtree Minds") on exercise of stock options under various Employee Stock Option Plans (ESOPs)/ Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP 2012) during Financial Year 2017-18. Further, 42,24,000 Equity Shares of Rs,10/- each, were bought back during the year. Consequently, the paid-up equity share capital has changed from Rs, 1,680,255,460/- as on March 31, 2017 to Rs,1,639,263,110/- as on March 31, 2018.

People Function

Making Mindtree a Great Place to Work

In pursuit to our technology transformation journey, we are progressing extensively as early adaptors of Automation, the current technology wave. Two major focus areas - Industrialization of Automation and Extension of Automation Services have been identified. To list out a few of our solutions in Automation - Advanced Learning Engine (ALEN), Mindflow, CodeMill and MACI. MACI, is an internal chat bot created on People Hub, our intranet, to address queries of Mindtree Minds. More than 6,530 Mindtree Minds have interacted with MACI and 100,000+ queries have been addressed. We stand out to be a leader in Automation and are ensuring to leverage the benefits of Automation for our own internal processes and systems.

Exhibiting outstanding work to our customers has been our key driver to making Mindtree a memorable Company. Our annual client experience survey results have been the best we have earned so far.

337 respondents across 127 Mindtree Clients have provided detailed feedback and our clients rank us highly in our four key metrics of Advocacy, Satisfaction, Loyalty and Value for Money. There are many factors contributing to these positive results but the single largest determinant is our Delivery Excellence.

At Mindtree, we firmly believe in the power of inclusiveness, and have been encouraging effective action for advancing and recognizing women across Mindtree. While women formed 16% of our talent pool in 2004, today that number is at 30%. We believe that our strong focus in this area

- via policy guidance, strategic push in talent acquisition, special support mechanisms for women, engagement forums, career tracks, coaching and mentoring for growth have enabled us to reach this position today.

Headcount

The total number of Mindtree Minds including subsidiaries as on March 31, 2018 was 17,723 as against 16,470 as on March 31, 2017.

Business Responsibility Report

At Mindtree, fulfilment of environmental, social and governance responsibility is an integral part of its operations. The Business Responsibility Report comprehensively covers your Company's philosophy on Corporate Social Responsibility and sustainability initiatives pertaining to the conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, etc. The Business Responsibility Report, which is in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "LODR Regulations") is attached hereto in this Annual Report. The Business Responsibility Report is also available on the Company's website: https://www.mindtree.rom/about-us/investors.

Credit Rating

Your Company has been rated by India Ratings and Research Private Limited (Ind-Ra, a Fitch Group Company) for its Banking facilities. It has re-affirmed the highest credit rating for your Company's Short Term facilities with A1+ rating. For Long Term bank facilities, it has also re-affirmed Long Term Issuer Rating of 'IND AA' with a Stable outlook to your Company.

The affirmation reflects your company's continued strong credit profile, liquidity position, strong corporate governance practices, financial flexibility and conservative financial policies.

Mergers and Amalgamations

During the year, your Company received the Order of the Hon'ble National Company Law Tribunal ("Hon'ble NCLT") approving the Scheme of Amalgamation of Disc overture Solutions LLC and Relational Solutions Inc., the wholly owned subsidiaries with your Company. The Order was filed with the Registrar of Companies on June 7, 2017, which being the effective date of Amalgamation.

Your Company's Board of Directors approved the Amalgamation of Magnet 360, LLC, the wholly owned subsidiary of Mindtree Limited with the Company on October 06, 2017. The Hon'ble NCLT, Bengaluru Bench of Karnataka vide its Order dated December 14, 2017, had directed a meeting of Unsecured Creditors and Equity Shareholders of your Company on Wednesday, January 31, 2018 at 10.00 AM and 11.00 AM, respectively, for the purpose of approving the Scheme of Amalgamation of Magnet 360, LLC with Mindtree Limited under Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013. The Unsecured Creditors have approved the Scheme of Amalgamation unanimously and the Shareholders have approved the same with requisite majority, as prescribed under applicable laws and in accordance with the Order of the Hon'ble NCLT. Subsequently your Company has filed a petition with the Hon'ble NCLT and the final Order approving the Scheme of Amalgamation is awaited.

Dividend

Your Directors have declared the following interim dividends during the year:

(i)    The Board of Directors on October 25, 2017, declared a first interim dividend of Rs, 2/- per equity share of face value of Rs, 10/- each and a special dividend (interim) of Rs, 2/- per equity share of face value of Rs, 10/- each on account of completion of 10 years of Initial Public Offering (IPO). The above dividends were paid to the Shareholders on November 7, 2017;

(ii)    The Board on January 17, 2018, declared a second interim dividend of Rs, 2/- per equity share of face value of Rs, 10/- each, to the Shareholders which was paid on January 30, 2018;

(iii)    The Board on April 18, 2018 declared an interim dividend of Rs, 2/- per equity share of face value of Rs, 10/- each, to the Shareholders, which will be paid on or before May 10, 2018.

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, 2018 which is payable on obtaining the Shareholders' approval at the Nineteenth Annual General Meeting. The final dividend, if approved, will be paid on or before July 31, 2018.

The dividend payout amount for the current year inclusive of tax on dividend will be Rs, 1,742 million as compared to Rs, 2,005 million in the previous year.

Dividend Policy

Your Company has formulated Dividend Policy in accordance with LODR Regulations, for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Policy is available on the website of the Company: https://www.mindtree.rom/dividend-poliry

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.

Subsidiaries

Your Company had four direct subsidiaries and three step down subsidiaries as on March 31, 2018. The Board of Directors at its meeting held on January 19, 2017, have approved the proposal to transfer the business and net assets of its wholly owned subsidiary, Bluefin Solutions Limited (Bluefin) to your Company against the cancellation and extinguishment of the Company's investment in Bluefin. The same was completed during the year. Further, the dormant step down subsidiaries, Reside, LLC, Numerical Truth, LLC and M360 Investments, LLC were liquidated during the year.

In accordance with Section 129 (3) of the Companies Act, 2013, a separate statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is given in Annexure 1.

In accordance with Section 136 (1) of the Companies Act, 2013, the annual report of your Company containing inter alia, financial statements including consolidated financial statements, has been placed on our website:https://www.mindtree.rom/about-us/investors. Further, the financial statements of the subsidiaries have also been placed on our website: https://www.mindtree.com/about-us/investors. The Company will make available physical copies of these documents upon written request by any Shareholder of the Company.

Awards and Recognitions

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

-    Named as a leader in Continuous Testing Services in the Digital space by Forrester Research Inc.;

-    Positioned as leader in Application Testing Services by Information Services Group (ISG);

-    Named as a 'Rising Star' for Application Development Services by ISG;

-    Named as a "Rising Star" in Public Cloud Infrastructure Consulting and Implementation Services, Public Cloud Infrastructure Managed Services and Public Cloud SAP Services by ISG;

-    Mindtree's SAP Practice wins the SAP Gold Quality Award in United Kingdom for workforce planning using SAP Business Planning & Consolidation suite;

-    Positioned as a leader in the Zinnov Zones for Product Engineering Services 2017;

-    Named among the Large System Integrators for Agile and DevOps services by Gartner;

-    SAFA Best presented Annual Report Award for 2016 for the Communication and Information Technology Sector for transparency, accountability and governance in our Annual Report by South Asian Federation of Accountants;

-    Winner of Golden Peacock Award of "Special Commendation in Corporate Governance - 2017" awarded by the Golden Peacock Awards Secretariat, Institute of Directors;

-    Winner of the Silver Shield for the Annual Report including the financial statements for the year ended March 31, 2017 by the Institute of Chartered Accountants of India (ICAI).

Branding

At Mindtree, we firmly believe that our brand represents our identity, values and beliefs. We function on the principles of Collaborative Spirit, Unrelenting Dedication and Expert Thinking and have therefore consciously and deliberately incorporated these elements into our branding and logo. Mindtree's brand voice is bright, confident and active which reflects our forward thinking, confidence, strength and passion. These themes are woven across all our collaterals in a unique and personalized way fostered by our fresh design thinking.

Every year Mindtree elevates its brand by wielding the right mix of Public Relations, Social Media, Advertisement and Digital Marketing. This year we have embarked upon executing our new digital strategy, 'Mindtree 3.0' which has been instrumental in strengthening our digital leadership and deepening our engagements. We have also launched a brand new website which is a reiteration of the fact that digital is in our DNA. The website being a key asset to drive sales and engagement has been designed to provide optimal user experience across all digital devices with intuitive navigation and streamlined menus. In addition, with a meticulously planned social media strategy we have doubled our follower base with focused advertisement campaigns.

Investor Relations

Your Company has an effective Investor Relations Program ("IR") through which the company continuously interacts with the investment community across various channels (Periodic Earnings Calls, Annual Investor / Analyst Day, Individual Meetings, Video-conferences, Participation in sell-side conferences, One on One interactions through Non-Deal Roadshows). Your Company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company's website under the Investors section. Your Company also sends regular email updates to analysts and investors on upcoming events like earnings calls, declaration of quarterly and annual earnings with financial statements.

Your Company is receptive to the needs of the investment community through periodic IR Perception Studies conducted by an independent agency and also by seeking direct feedback from the analysts and investors. Your company strives to adopt emerging best practices in IR and building a relationship of mutual understanding with investor/analysts.

Infrastructure

In the beginning of the year, your Company had 22,29,340 sq. ft of space consisting of 17,768 seats spread across various locations in India apart from Mindtree Kalinga - Training and residential facility for 500 campus minds measuring about 3,02,000 sq. ft . Following are the key changes made during the year:

Bhubaneswar: Your Company has not added any new seats during the year under review. However, Company has taken up construction of Software Development Block Building measuring about 180,000 sq.ft, which is nearing completion. One floor consisting of about 400 seats will be ready for occupation by May 2018. Rest of 800 seats will be made ready for occupation as and when business requires the same.

Hyderabad: Your Company has signed up for leasing additional space and about 650 seats are likely to be ready for occupation by October 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.

You will be happy to know that East campus of your Company located at Whitefield, Bengaluru and also Mindtree Kalinga Campus located at Bhubaneswar have been certified as PLATINUM rated facilities by India Green Building Council. In addition, East Campus of Mindtree at Whitefield has won prestigious EMERSON CUP for innovative and energy efficient HVAC design.

Your Company is in the process of installation of 550KW solar power plant at Mindtree Kalinga - Bhubaneswar. This is likely to be commissioned by June 2018. When completed, this will meet about 30% of power requirement of the campus.

These achievements stand testimony to your company's strong commitment towards sustainable best practices.

Deposits

Your Company has not accepted any Deposits during the Financial Year 2017-18 and as such, no principal or interest were outstanding as on March 31, 2018 as per the provisions of Companies Act, 2013 and the Rules framed thereunder.

Board of Directors

At the year ended March 31, 2018, the Board of Directors comprised of three Executive and Promoter Directors, one Non-Executive and Promoter Director and five Independent Directors including two Women Directors.

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. N S Parthasarathy, Executive Vice Chairman retires by rotation and being eligible, offers himself for reappointment at the ensuing Nineteenth Annual General Meeting.

Dr. Albert Hieronimus, and Prof. Pankaj Chandra, Non-Executive and Independent Directors of the Company have retired from the Board on April 01, 2017 and April 01, 2018 respectively, due to the completion of their tenure.

Mr. V G Siddhartha, Non-Executive Director resigned from the Board on March 9, 2018 due to pre-occupation with his primary businesses.

There were no other changes in Key Managerial Personnel (KMP) during the year.

Criteria for the appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on Industry and Strategy of the Company. The Board composition analysis reflects in depth understanding of the Company's strategies, environment, operations, financial conditions, compliance requirements, etc.

In terms of Section 178(3), (4) of the Companies Act, 2013 and LODR Regulations, NRC has formulated criteria for determining qualifications, positive attributes and Independence of Directors which are as follows:

a.    Qualifications: The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise, personal, professional or business standing.

b.    Expertise: The person to be chosen as a Director shall have relevant expertise in the fields of information technology, sales /marketing, finance, taxation, law, governance and general management.

c.    Positive Attributes: Apart from the duties of Directors as prescribed in the Companies Act, 2013, Directors are expected to demonstrate high standards of integrity, ethical behavior and independent judgment. The Directors are also expected to abide by the applicable code of conduct.

d.    Independence: The Committee satisfies itself with regard to the criteria for independence of the Directors as required under applicable statutes in order to enable the Board to discharge its function and duties effectively.

e.    Reappointment: In case of reappointment of Non-Executive and Independent Directors, the NRC and 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. 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 NRC within the salary scale approved by the Board and Shareholders.

Details of remuneration to Directors

The information relating to remuneration of Directors as required under Section 197(12) of the Companies Act, 2013, is given in Annexure 3. 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 Companies Act, 2013 and LODR Regulations, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and that of LODR Regulations.

Board Evaluation

The Board has carried out annual evaluation of performance through an external agency in line with the applicable provisions of the Companies Act, 2013 and LODR Regulations of the following in detail:

(i)    The Board as a whole;

(ii)    The Functioning of Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee;

(iii)    Individual Directors including that of Independent Directors;

(iv)    Chairman of the Board

The participants in the process were Board Members, Company Secretary and People Function representatives. The Board evaluation was conducted through questionnaires having qualitative parameters and one on one sessions with Directors to deep dive into Directors' responses to the questionnaires. 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, Board mechanism, Board information, dynamics, Board member engagement and development, roles and responsibilities of Mindtree Board, engagement with stakeholders and regulators, etc.

The performance of the Committees were evaluated after seeking inputs from the Committee members on the criteria such as understanding the terms of reference, Committee composition, Independence, contribution 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 Directors' understanding on the Company's mission, Company's market position, qualification and experience of the Director, Directors' commitment, preparation at the meetings, etc.

The performance of the Board Chairman was evaluated after seeking inputs from all the Directors on the basis of the criteria such as commitment, positive and appropriate relationship with CEO/Board members, promotion of effective relationship and communication, etc.

The Board evaluation report was submitted to the Board Chairperson and the Chairperson of Nomination and Remuneration Committee. The Board Chairperson discussed the results of evaluation of the individual Directors separately with them in detail.

The evaluation report highlighted that Mindtree is already at the forefront of many global good practices on board processes and governance. The report also suggested the areas where we need to focus on strengthening few processes. The outcome of the evaluation of the Board, Committee and that of Chairperson were discussed at NRC and at the Board meeting in detail.

Number of meetings of the Board

The Board of Directors of the Company met seven times during the Financial Year 2017-18. 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 Companies Act 2013 and LODR Regulations.

Board Committees

The following are the details of the Board Committees during the Financial Year 2017-18:

1    Audit Committee;

2    Nomination and Remuneration Committee;

3    Stakeholders' Relationship Committee;

4    Corporate Social Responsibility Committee;

5    Risk Management Committee and

6    Administrative 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's vigil mechanism allows Directors and employees to report their concerns anonymously about unethical behavior, actual/ suspected fraud, violation of Code of Conduct/business ethics. The vigil mechanism provides adequate safeguards against victimization of Directors and Employees, who avail this mechanism. All employees and Directors have access to the Chairperson of the Audit Committee. The Company has established a Whistle Blower Policy. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

Related Party Transactions

All related party transactions were entered into with the prior approval of the Audit Committee. During the Financial Year 2017-18, all the transactions with related parties were entered into at arm's length and in the ordinary course of business. None of such related party transactions required the approval of the Board of Directors or the Shareholders as per Companies Act, 2013 or LODR Regulations. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large.

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

The details of the related party transactions as required under the Companies Act, 2013 and rules made thereunder are attached in Form AOC-2 as Annexure 5.

Employee Stock Option Plans and Employee Stock Purchase Scheme

Your Company believes that granting ESOPs will result in wealth creation and retention of employees, attracting new talents and inculcating the feeling of employee ownership as they are responsible for the management, growth and prospects of your Company.

During the year, your Company has granted Restricted Stock Units under Employee Stock Purchase Scheme namely Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS or ERSP 2012).

The Employee Stock Option Plans 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 2017-18. The summary information of various Employee Stock Option Plans (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 of Standalone Financial Statements of this Annual Report for details on accounting policy.

Disclosure on ESOPs or ESPS or ERSP 2012, 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.rom/about-us/investors.

No employee was granted options (under ESOPs or ESPS/ERSP 2012), during the year, equal to or exceeding 1% of the issued capital.

Details of unclaimed shares

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

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. Cash and investments (net of short term borrowings) have increased from ' 7,390 million as on March 31, 2017 to ' 7,430 million as on March 31, 2018. The funds have been invested with banks, highly rated financial institutions and debt schemes of mutual funds.

Litigation

No material litigation was outstanding as on March 31, 2018. Details of litigation on tax matters are disclosed in the financial statements. Corporate Governance

At Mindtree, Corporate Governance is not a mere legal obligation. Your Company provides utmost importance to best Governance practices and are designed to act in the best interest of its stakeholders. The Fundamentals of the Governance at Mindtree includes transparency, accountability, integrity and Independence. A detailed report on Corporate Governance is available as a separate section in this Annual Report. Auditors' Certificate on Corporate Governance obtained from Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.008072S) for compliance with LODR Regulations, is provided as Annexure 9 and is a part of this Report.

Transfer of Dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, 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. The balance lying with the unpaid/unclaimed dividend accounts have been transferred to the account of IEPF authority on attainment of the said 7 years, in accordance with the above provisions. The Company had transferred unpaid dividend amounts within the statutory period to the IEPF. During the Financial Year 2017-18, unpaid or unclaimed dividend of ' 554,450/- (Rupees Five Lakhs Fifty Four Thousand Four Hundred and Fifty only) was transferred to the IEPF.

The details of the consolidated unclaimed/unpaid dividend details drawn up to the date of Eighteenth Annual General Meeting on July 18, 2017 as required under the Companies Act 2013, and rules made there under has been uploaded on the Company's website: http://www.mindtree.com/about-us/investors/unpaid-dividend-information

Attention is drawn that the unclaimed/ unpaid dividend for the Financial Years 2010-11 (Final) and 2011-12 (Interim) is due for transfer to IEPF during August 2018 and November 2018. 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.

Transfer of Shares in favor of Investor Education and Protection Fund (IEPF) Authority

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares on which dividends have not been claimed for 7 consecutive years were required to be transferred in favor of IEPF authority.

Accordingly, the Company through individual notices and a newspaper notice in Business Standard and Kannada Prabha, requested concerned Shareholders to encash their unclaimed dividend warrants on or before the dates mentioned in those notices, in order to circumvent their shares being transferred in favor of IEPF Suspense account. Post the above due dates mentioned in those notices, the Company had transferred 9,900 shares in favor of IEPF Authority during the Financial Year 2017-18.

Auditors

a)    Statutory Auditors:

Your Company at its Sixteenth Annual General Meeting held on June 22, 2015 has appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) as Statutory Auditors of the Company up to the conclusion of the Twenty First Annual General Meeting at a remuneration as may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof.

b)    Secretarial Auditor:

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 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 thereof, such Member may write to the Company in this regard.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure 6 to this 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, 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 Companies Act, 2013, 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.

Sustainability and Corporate Social Responsibility Initiatives

Sustainability framework at Mindtree is based on triple-bottom line, people, planet and profit.

Sustainability is ingrained into our vision of making societies flourish. While sustainability makes smart business sense in terms of resource conservation, our technological competencies give us an opportunity to solve larger issues of sustainable development. Mindtree is increasingly involved in taking these opportunities forward. Our priorities are set by pressing sustainability issues in the global and national contexts, issues that touch us deeply and our capabilities to execute ideas. Our short term goals are satisfactorily bearing fruit in terms of resource efficiencies, and our medium term plans for clean energy have progressed well.

As part of its Corporate Social Responsibility (CSR) initiatives, Your 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 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	January 29 2018	February 28, 2019	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	July 17, 2017	July 17, 2020	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.

 

Certificate Name	Issuing Authority	Certification Date	Certificate Expiry Date	Frequency of Surveillance Audits	Description
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.

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

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

The 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 program 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.

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.

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.

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

Your Company is committed to provide a work environment that ensures every Mindtree Mind is treated with dignity and respect. The Company is also committed to promote equality at work and an environment that is conducive to the professional growth for all employees and encourages equal opportunity. Your Company does not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees are not subjected to any form of harassment including sexual harassment.

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. Mindtree has constituted a POSH Committee at various locations. This Committee governs and regulates the behavior of Mindtree Minds in all matters regarding Sexual Harassment. The POSH Committee at various locations handles all complaints arising out of respective locations of the Company. 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 committee:

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

-    Every new employee is trained on Prevention of Sexual Harassment during induction program.

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. The Internal Complaints Committee is trained by external agencies.

ICC investigates and provides its recommendations to the management and it acts upon such recommendations.

Penal consequences of Sexual Harassment ("SH") and the constitution of the ICC is displayed at conspicuous places.

The following are the summary of the complaints received and disposed off during the Financial Year 2017-18:

In India

a)    No. of SH complaints received: 1

b)    No. of SH complaints disposed off: 1 Rest of the World

a)    No. of SH complaints received: 0

b)    No. of SH complaints disposed off: 0 Any other material changes and commitments

Any material changes and commitments affecting the financial position of the Company, occurred between April 1, 2018 and the date of signing this report have 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 the 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

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements.

Risk Management Policy

Enterprise Risk Management (ERM) program is a strategic discipline, which supports the Mindtree's objective to support sustainable growth and generating value for its customers, investors, employees and other stakeholders. 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.

This is achieved by deploying an effective risk management framework, which helps proactively identifying, prioritize and mitigate risks. The Enterprise Risk Management (ERM) framework at Mindtree is designed by incorporating elements of leading risk management standards such as:

-    COSO; Enterprise Risk Management- Framework by Treadway Commission

-    ISO 31000: 2009 by ISO

-    IRM Risk Management Standard Listing Fees

The Company affirms that the annual listing fees for the year 2018-19 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 Spirit, 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 Central and State Governments, 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 18, 2018                   Chairman

 

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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

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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

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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

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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