Mindtree Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting Twentieth Boards 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 Rs 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 Rs 10,645 million against Rs 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 e ective 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 companys consolidated performance also applies to companys 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 o er 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 Rs3/- 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 ofRs 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 Rs 7,463 million as on March 31, 2018 to Rs 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 di erentiator for all our stakeholders.

Culture is a prominent reason our beloved Mindtree Minds and Mindtrees esteemed clients stay and love Mindtree, and are so passionate about being part of the grand family. Mindtrees 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

Mindtrees 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, di erentiated 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 Mindtrees culture.

Spot on for instant gratification, Outstanding performers for exceling in the years work, Pillars for consistently standing out year after year. Chairmans 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 o ering 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 arent 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 claimseligibilityforourfinance function or workflow automation of project submission and evaluation for our homegrown learning platform Yorbit or integration of building management system parameters with Mindtrees 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 AI-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. Mindtrees 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 di erentiation 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 di erent 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 e ort 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 Companys website: https://www.mindtree.com/about/investors.

Mergers and Amalgamations

During the year, your Company received Order from the Honble 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 e ective 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 Avasants Intelligent Automation RadarView 2018 report.

The ISG Provider Lens SAP HANAR Services Quadrant Report Recognized Mindtree as:

- ‘Rising Star in S/4HANA

- ‘Rising Star in BW/4HANA

- ‘Leader in the SAP Cloud Platform

Magnet 360, Mindtrees Sales force Practice, included in ISGs 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. Mindtrees brand voice actively promotes brightness and confidence that stimulates our forward thinking, confidence, strength and passion. These themes are custom stitched 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 e ective 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 Companys 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 Mindtrees 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 certified as PLATINUM rated facilities by India Green Building Council. Green certification process for New Software Development Center Buildings at Bhubaneswar is in progress.

These achievements stand testimony to your companys 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, o ers 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 ect 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 Companys 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 e ectively. 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 Companys 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 di erent 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 as laid down in Section 149(6) of the Act and that of LODR Regulations. Regulationsconfirmingthat

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 Directors knowledge and understanding of their role, Companys vision and mission, market potential, Directors Commitment, qualification, skill and experience, openness in communication, etc.

The performance of the Board Chairperson was evaluatedafterseeking the inputs from all the Directors other than the Board Chairperson, on the basis of the criteria such as Chairpersons role, accountability and responsibilities, promotion of e ective 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 Companys 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 e ective 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 arms 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 Companys 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

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 Rs 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 Companys 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/ Companys 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 himself/ herself or along with his/ her spouse and dependent children, held more than employedthroughoutthefinancial 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 o during the Financial Year 2018-19:

In India a) No. of SH complaints received: 10 b) No. of SH complaints disposed o : 9

Rest of the World a) No. of SH complaints received: 1 b) No. of SH complaints disposed o : 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 Companys website: https://www.mindtree.com/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 Companys 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 a airs 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 Companys 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 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, Mindtrees CSR will primarily focus on programs that:

- Benefit the di erently 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 auditors appointment at the Annual General Meeting has been omitted 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.

Auditors Report and Secretarial Audit Report

There are no qualifications, reservations or adverse remarks in the Statutory Auditors Report and Year 2018-19. The Statutory Auditors Report is enclosed with the financial statements in the Annual Report. The Secretarial Auditors 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. Mindtrees 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. 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.

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 20000- 1:2011 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 14001:2015 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 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 organizations 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 sta , 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 Companys customers for letting us deliver the Companys 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 A airs, 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