Mindtree Ltd Directors Report.

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of MINDTREE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2020, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant explanatory information. statements In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India accounting policies and other ("ICAI") together with the ethical requirements that are relevant to ourauditofthestandalone financial the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficientand appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter Auditors Response
1 Leases: Principal audit procedures performed
As described in Note 2.1(a)(i) to the standalone financial statements, the Company has adopted Ind AS 116 "Leases" effect from April with 1, 2019. The standard involves certain key judgements with respect to identification of leases, determination whether there is reasonable certainty that an extension or termination option will be exercised, identification of appropriate discount rate using the interest rate implicit in the lease or lessees incremental borrowing rate, as applicable, to calculate the lease obligation, measuring any impairment of the ‘right of use asset, modification/termination to the leases etc. The new accounting standard additionally requires disclosures together with the information to be provided in the balance sheet, statement of profit and loss, the statement of cash flows and in the explanatory notes (Refer Note 4, 29 and 40 to the standalone financial statements) which involve information with regard to right of use assets and liabilities. We have performed the following procedures:
In addition to the above, there is a risk that the lease data which underpin the Ind AS 116 transition calculation is incomplete or inaccurate.

i. Evaluated the design and implementation of the relevant controls over the application of the new lease accounting standard in respect of the data used for transition calculation as well as for the current period, and from a sample of existing lease agreements, tested the operating effectiveness of such internal controls.

Based on the above factors, the implementation of the new accounting standard on leases has been identified as a key audit matter. ii. Reviewed the trial balance as at April 1, 2019 and March 31, 2020 to identify the ledger accounts which would have an operating lease included in them. Also, obtained list of active vendor contracts and on a sample basis, obtained contract copies to confirm on the completeness of all the lease contracts considered for computation and also to verify whether the contract contains any embedded lease element.c
iii. Selected a sample of contracts from such accounts identified and:
Tested if such contracts were considered as lease contracts if they met the condition specified in Ind AS 116.
Verified if the terms and conditions of the contracts identified as lease contracts were considered in the quantification of the lease amounts and disclosures.
Verified the discount rate used to determine lease obligation and measure any impairment of the right of use asset, where applicable.
Verified if necessary adjustments arising from re-measurement of lease liability (including corresponding adjustment to the related right of use asset), where applicable, opriately made. appr duetoleasemodifications/termination,is
Recomputed and compared the value of the right of use asset and the corresponding
iv. Tested the presentation and disclosures (including presentation/disclosures arising consequent to lease modifications/ termination) with reference to the requirements of Ind AS.
2 Expected Credit Loss: Principal audit procedures performed
As described in Note 2.2 (ix), the Management has determined the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The historical loss experience model previously used needed revisions considering the current and future economic conditions and the effect of the COVID-19 pandemic event on the customers business operations/ability to pay dues. Based on such analysis, the Company has recorded an allowance aggregating to Rs. 386 Million as at March 31, 2020, as included in Note 8.2 of the standalone financial statements. We have performed the following procedures:
We identified allowance for credit losses as a key audit matter because the Company exercises significant the expected credit losses. i. Evaluated the design and implementation including the operating effectiveness of the controls over :
Basis of consideration of the current and estimated future economic conditions
Completeness and accuracy of the data used in estimation of probability of default
Computation of the expected credit loss allowance
ii. Selected a sample of the customers, and
Tested a sample of invoices to test the accuracy of the ageing data.
Verified publicly available credit reports and other information relating to the Companys customers to test if the Management had correctly considered the adjustments to credit risk.
Obtained and verified the details of credit period extension granted to the customers
iii. Recomputed the expected credit loss allowance considering the above determined input data and compared the amounts so recomputed with the amounts recorded by the Management to determine if there were any material differences individually or in the aggregate.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, for example, Business Responsibility Report, Directors Report, Corporate Governance Report, Management Discussion and Analysis, Risk Management Report, etc. but does not include the consolidated (including financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board) and standalone financialstatements and our auditors report thereon, which we obtained prior to the date of this auditors report, and the Financial Highlights, Risk Management Report and Keynote of the Chairman, CEO and CFO, which is expected to be made available to us after that date.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position,financialperformance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financialstatement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account. doubt

d) In our opinion, the aforesaid standalone financial comply with the Ind AS prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial over financial reporting of the effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the significant deficiencies in best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

Bengaluru, April 24, 2020

For Deloitte Haskins & Sells

Chartered Accountants

(Firms Registration No. 008072S)

V. Balaji

Partner

(Membership No. 203685)

UDIN: 20203685AAAAAJ9776

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MINDTREE LIMITED ("the Company") as of March 31, 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and controls based on the internal control maintaininginternal financial over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls overfinancialreporting was established and maintained and if such controls operated effectively in material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancialcontrols system over and their operating effectiveness. Our audit of financial controls overinternal financial reporting included obtaining an understanding of internalfinancialcontrols over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financialreporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internalfinancialcontrol over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control overfinancialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflectthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an controls system over adequate internal financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Bengaluru, April 24, 2020

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of verification to cover all the items in a phased manner over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered conveyance deed/ approved building plan provided to us, we report that, the title deeds, comprising all the immovable properties of buildings which are freehold as at the balance sheet date, are held in the name of the Company. In respect of immovable properties of land that have been taken on lease, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) The Company does not have any inventory and hence reporting under clause (ii) of the Order is not applicable.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sectionoffixed assets 186 of the Act in respect of investments made. According to the information and explanations given to us, the Company has not granted any loan or provided any guarantees and securities.

(v) According to the information and explanations given to us, the Company has not accepted any deposits during the year and does not have any unclaimed deposits.

(vi) Having regard to the nature of the Companys business/ activities, reporting under clause (vi) of the Order with regard to cost records is not applicable.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income-tax, Goods and Services Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax which have not been deposited as on March 31, 2020 on account of disputes are given below:

Name of the statute

Nature of dues

Forum where dispute is pending

Period to which the amount relates Amount (Rs. in million)
AY 2002-03 to 2004-05 147.29*

Commissioner of Income Taxes

AY 2007-08 and 2008-09 3.14**

(Appeals)

AY 2010-11 5.65
Income-tax Act, 1961

Income-tax

AY 2013-14 and 2014-15 15.43

Income Tax Appellate Tribunal

AY 2005-06 and 2007-08 27.92***

Assessing Officer

AY 2006-07 -****
AY 2008-09 and 2009-10 30.84#
Customs, Excise and Service Tax July 2003 to May 2008 125.83##
The Finance Act, 1994 Service tax Appellate Tribunal Commissioner (Appeals)- LTU March 2008 to March 2009 0.68###
The Karnataka Sales Tax Act, 1957 Value added tax Assistant Commissioner of Commercial Taxes (Recovery) Upto July 2004 0.29####
The Central Sales Tax Act, 1956 Sales tax Commissioner (Appeals) 2011-12 0.46
Maharashtra Value Added Tax Act, 2002 Value added tax Joint Commissioner of Sales Tax 2013-14 0.17

* Net of Rs. 177.47 Million adjusted against amount paid under protest and refunds.

** Net of Rs. 18.13 Million adjusted against refunds.

*** Net of Rs. 33.18 Million adjusted against amount paid under protest and refunds.

**** Net of Rs. 57.67 Million adjusted against refunds.

 # Net of Rs. 307.35 Million adjusted against refunds.

 ## Net of Rs. 30.03 Million adjusted against amount paid under protest.

 ### Net of Rs. 0.12 Million adjusted against amount paid under protest.

 #### Net of Rs. 0.50 Million adjusted against amount paid under protest.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans to bank and government. There are no borrowings from financial institutions and the Company has not issued debentures.

(ix) The Company has not raised moneys by way of initial public or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Act for all transactions with the related parties and the details of related party transactions have been disclosed in the financial accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or directors of its subsidiaries or persons connected with them and hence provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Bengaluru, April 24, 2020

For Deloitte Haskins & Sells

Chartered Accountants

(Firms Registration No. 008072S)

V. Balaji

Partner

(Membership No. 203685)

UDIN: 20203685AAAAAJ9776