Mindtree Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting Twenty First 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, 2020.

Financial Performance

Rs. in million

For the year ended March 31

Particulars 2020 2019 2020 2019

Consolidated

Standalone

Revenue from operations 77,643 70,215 77,643 70,215
Other income 756 893 756 893
Total revenues 78,399 71,108 78,399 71,108
Employee benefits expense 50,647 44,212 50,647 44,211
Finance costs 529 29 529 29
Depreciation and amortization expense 2,754 1,641 2,754 1,641
Other expenses 16,181 15,358 16,182 15,360
Total expenses 70,111 61,240 70,112 61,241
Profit before tax 8,288 9,868 8,287 9,867
Tax expense 1,979 2,327 1,979 2,327
Profit for the year 6,309 7,541 6,308 7,540

Company Performance

On a consolidated basis, revenue for the year was Rs. 77,643 million signifying growth of 10.6% in Rupee terms. The growth in revenue is attributable towards growth across all verticals, predominantly Hi-Tech. PAT for the year was Rs. 6,309 million. Since the difference between the standalone and consolidated results being insignificant, the commentary provided for explaining the companys consolidated performance applies to companies standalone performance also. For more details, please refer to the "Financial Review" section provided in Management Discussion and Analysis Report, which is a part of this Annual Report.

Update on COVID 19 impact and our initiatives

During the current COVID 19 pandemic situation, leadership team at Mindtree and all employees ("Mindtree Minds") have done a commendable job in navigating through the crisis. We were among the first few companies to make a quick transition to work from home model for almost all Mindtree Minds. Our pro-activeness in setting up a crisis management team operating in Hub-and-Spoke model, robust business continuity processes, and infrastructure at Mindtree ensured uninterrupted services to our customers while maintaining health and safety of Mindtree Minds. We have received multiple customer accolades for the smooth and seamless business continuity. This is reinforced in our quarterly project feedback survey where we have achieved higher overall score than the last quarter. Our customers were delighted with the way Mindtree teams managed the current pandemic situation to ensure business continuity keeping health and safety of Mindtree Minds as well as customers.

Considering well-being of Mindtree Minds, we launched various initiatives to connect with them such as creation of Tech and Fun communities and forums where people can seek counsel to their stress, anxieties and fears. Giving back to society has been in the DNA of Mindtree. In these trying times, Mindtree donated Rs. 20 Crores to PM-CARES fund for fighting COVID-19 pandemic.

Any other material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between April 1, 2020 and the date of signing this report.

Acquisition of shares by Larsen and Toubro Limited (L&T)

L&T had acquired 98,779,179 equity shares (Comprising of (i) 32,760,229 (ii) 14,693,579 and (iii) 51,325,371 equity shares pursuant to the Share Purchase Agreement, Purchase Orders and the Open Offer respectively) during the year. On July 2, 2019, L&T became the Promoter and the holding Company of your Company and Mindtree is now a part of the larger L&T Group. Further, L&T purchased 1,748,555 shares in the open market and the holding of L&T stood at 100,527,734 equity shares of Rs. 10/- each amounting to 61.08% of the total shareholding of the Company on March 31, 2020.

Share Capital

During the year, your Company allotted 360,025 equity shares of Rs. 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 Rs. 1,642,140,410/- as on March 31, 2019 to Rs. 1,645,740,660/- as on March 31, 2020.

People Strategy

However, cliche it may sound, Mindtree believes that people are not only its greatest asset but also the biggest competitive advantage. In Mindtree an employee is not a number or resource or an associate but a Mindtree Mind who makes a difference to the Customers, Community and Company. The function is called the "People Function" contrast to the industry practice of calling it the Human Resources function.

Every Mindtree Mind is special and so we, at People Function, craft the best People initiatives to keep them happy & motivated. Some of them include:

I. Diversity & Inclusion

We constantly focus on creating an environment that promotes a sense of belonging for everyone. Our focus on Diversity and Inclusion remains strong, guided by our charter EDGES which focuses on Ethnicity, Disability, Gender and Sexual Orientation. In FY20, we achieved industry leading diversity ratio of 32% and we target to increase it to 35% in next two years. Our women centric leadership programs Exuberance and MiFootprints continue to grow and cover more Lady Minds throughout the organization. We conducted various recruitment drives to increase our gender ratio and attract women in Technology. In March 2020, Mindtree was recognized in the Business World HR Excellence Awards for Excellence in Diversity & Inclusion.

II. Culture Application

Our culture stories are evergreen and full of life. At Mindtree, we are Expertise-led and Culture-backed. We proudly display our culture through written and video stories on our Culture Application- https:// culture.mindtree.com/. We have over 300 wonderful stories by Mindtree Minds that define what Mindtree Culture is all about. The app can be used by anyone across the globe to view the stories and they can also submit their own. Simply put, Culture is what Mindtree Minds engage in when no one is looking. At Mindtree, we are proud of our Culture and take pride in being Expertise-Led and Culture-Backed. During the year, we also ran a Culture Photo Contest, for which our Mindtree Minds submitted over 90 entries show-casing Mindtree and Mindtree Culture. Currently, we are in the process of collecting & publishing 20 lockdown stories which would be collected from the teams across the globe who went beyond the call of duty to ensure business continuity during COVID 19 situations.

III. Arboretum

Our on boarding program for new Mindtree Minds has seen a transformation this year. 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. Arboretum turned fully digital aligning to the COVID 19 situations. Digital Arboretum has earned huge accolades from all new joiners around the globe. New Joiners were awestruck by 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 effort to address all their possible issues and ensuring a feeling of the right decision to join Mindtree.

IV. Yorbit

Our home grown, cloud-based learning platform Yorbit has been growing in size and consumption! Yorbit now has over 2,400 courses that cover 900 + skills. More than 87,000 courses have been completed on Yorbit in the current year, and over 291,000 courses since Yorbits inception in 2016. Over 2.3 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. 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.

V. Mindtree Kalinga

The Global Learning Centre in Mindtree Kalinga was designed to create Engineers of tomorrow. "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". Here we on board and train new campus recruits through our 90-day on-boarding program Orchard. Since the inception of this program in 2015, over 6,328 Mindtree Minds have undergone the program and have successfully worked in customer projects on new and emerging technologies. We launched the ‘Orchard Refresh initiative to reduce the number of training days from 90 days to 75 days by conducting some of the basic programming skill sessions while the prospect joiners are waiting to join. The modified Orchard program would be piloted from our next batch of joiners.

VI. 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. In FY20, we conducted four calibration workshops for all our Technical Panels steered by our C2 team. This included what and how to evaluate, FAQs that talent could ask and also live interviews that they observed and documented as part of their calibration and certification to interview. Our women diversity through campus improved from 45% (YoY) in FY19 to 47% (YoY) in FY20. With travel coming to a halt due to COVID-19 Advisories on March 1, 2020, the Campus team started the process of ‘digital hiring via online platform using MS Teams & Sharepoint environment. Over 1,000 interviews were conducted virtually in March alone and 100+ offers were made. It has also led to greater participation from women interview panels because of remote presence.

Currently, we are in the process of making significant the entire Campus hiring strategy which includes, selection of right colleges, campus engagement, choosing right partners for evaluation, enhance employer value proposition & changes to compensation & benefits to attract better Mindtree Minds from better colleges & pre-learning before joining.

VII. Leadership Development and Succession Planning

We formalized our leadership development program christened as "Proteas" with an endeavour to identify the leadership competency stack needed to deliver on our strategy, soft-link it to the relevant aspects of the groups leadership development framework, identify key leaders performing critical roles, get them externally assessed by a professional organization on the chosen competencies, create individual IDPs, start the customized individual developmental journey & conduct succession planning. We have finalized leadership competencies, created Talent Board to go through leadership profiles, their performance, assessment scores, strategic need, aspiration of leaders, review the progress of individual developmental journey & come up with succession plan and career mobility to increase retention and enhance the productivity. So far, 15 key leaders have completed their external assessments, two leaders were chosen to be mentored by our Non-Executive Chairman and the CEO & Managing Director of the group. Currently, we are in the process of designing the 360 degree feedback, creating individual IDPs, create customized development plan and conduct effective succession planning.

VIII. Rewards and Recognition

We refreshed our overall reward & recognition program to convert it from an ‘Individual centric program to a more comprehensive one having the facets of celebrating individuals as well as teams excellence, rewarding the key contributions which help execute on our strategy & goals, rewarding at the right intervals (Spotlight: real-time, Crest: quarterly & Pinnacle: Yearly). The new R&R framework was rolled out in end of Q3 FY20 and as part of our quarterly Crest award, 44 Mindtree Minds & 19 Teams were chosen as the winners.

Currently, we are in the process of launching our Annual Award (Pinnacle) in the beginning of Q2 FY21.

IX. Performance, Retention and Talent Management

Mindtrees performance philosophy aims to bring out the best in Mindtree Minds through continuous evaluation and developmental feedback. Mindtrees performance management system and process are focused on creating empowered and motivated talent pool. Our bi- annual performance review focuses on role-based goal settings led by managers, feedback process co-owned by Mindtree Minds and their managers and development plan for future prospects for oneself led by Mindtree Minds. 360-degree feedback process for Mindtree Minds in middle and senior management roles enables us to ascertain their leadership competencies. "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 calibre Mindtree Minds.

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, different country specific benefits have been introduced.

X. Compensation & Benefits

Mindtrees rewards and benefits programs are differentially recognize Mindtree Minds 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 & 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 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.

XI. Seamless Integration of enabling processes

"Born digital", Mindtree takes an agile, collaborative approach in creating customized solutions across the digital value chain not just for its valued customers, but also for Mindtree Minds. People Shared Services (PSS) was created to perform such tasks and it is a constantly evolving team that incorporates the latest technologies to achieve excellenceinthedifferent areas that it encompasses. Automation in PSS has been a key focus area. PSS has "digitized" the operations across several processes that results in smiles for the Mindtree Minds, managers, processors, controllers and multiple stakeholders. People Shared Services uses multiple systems developed in-house and acquired from vendors to deliver services globally to Mindtree Minds. Mindtree is one of the earliest companies in the world and first in India to report number of bots that exists along with its headcount as part of our quarterly results. Mindtree is one of the earliest companies in the world to roll out an enterprise-wide multi-functional Chatbot called "MACI" developed in-house that has already answered more than 2 lakh queries from Mindtree Minds. People Shared Services has rolled out 103 bots for internal processes as part of its Robotic Process Automation (RPA) initiatives. Last year we also started performing employment checks digitally for our new hires.

As a result of such automation initiatives, cost of operations in running internal processes has been decreasing on a yearly basis for the last 4 years. The speed at which the services are being delivered has been increasing as well. The automation has also facilitated higher customer satisfaction scores from Mindtree Minds. Better career opportunities for the staff is another intangible benefit as mundane non-intelligent tasks are offloaded from our people.

XII. Headcount

The total number of Mindtree Minds including subsidiaries as on March 31, 2020 was 21,991 as against 20,204 as on March 31, 2019.

Awards and Recognitions

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

Recognized as Rising Star for Cloud Transformation/ Operation Services & XaaS by ISG in its Quadrant Report (US and Global)

Recognized as Leader for Next-Gen Application Development & Maintenance Services in ISG Quadrant Report (Global, US, Australia, UK)

Recognized as Rising Star in the ISG Provider Lens Report on SIAM/ITSM for Service Operation and Delivery (US)

Placed on The Best of The Global Outsourcing 100R list by the International Association of Outsourcing Professionals (IAOP) to Positioned in the Leadership Zone in Overall Digital Services and across Six Categories in the Zinnov Zones for Digital Services 2019 Report - Application and Platform Development, UI/ UX & Customer Experience Management, Legacy Modernization, Deployment & integration, Data Analytics & AI, Infra & Managed Services

Recognized as an Innovator in Avasants Applied Intelligence and Advanced Analytics Services RadarView Report growth, The ISG Provider Lens Report on Salesforce Ecosystem names Magnet 360, Mindtrees Salesforce practice as Rising Star (Germany) for providing Professional Services for Salesforce Sales and Service Cloud and Leader (US) for providing Professional Services for Salesforce Sales and Service Cloud Awarded "Outstanding IT Service Supplier 2018" by the Lufthansa Group

The 2019 ISG Provider Lens Report on IoT Transformational Services and Solution Partners recognized Mindtree as Rising Star (Global) for Transformational IoT - Consulting and Services, Rising Star (US) for Transformational IoT - Consulting and Services and Rising Star (US) for IoT Services – Connected Cars

Mindtrees Case Studies on the Digital Transformation work done at the Lufthansa Group and a Global CPG Company Featured in ISGs "Digital Excellence: 25 Winning Partnerships", an E-book Profiling the Best Examples of Digital Transformation Success

The ISG Provider Lens Report on SAP HANA and Leonardo Ecosystem Partners recognized Mindtree as Rising Star (Global), Leader (UK) and Leader (Nordics)

ISG Provider Lens Archetype Report on Managed Services

Archetype (Mid-sized focus) recognized Mindtree as Leader for Private/Hybrid Cloud Data Center Services & Solutions

Mindtree named Overall Winner of the 2019 ISG Star of Excellence Awards for Core Technology Services

Named Rising Star in The ISG Provider Lens Public Cloud Solutions & Service Partners 2019 Quadrant Report for Public Cloud Transformation Services, and Managed Public Cloud Transformation Services

Mindtree wins at the 2019 Paragon Awards in the Excellence Category for Outstanding Service Delivery for a Global Airline

Named Leader (Global, US) in The ISG Provider Lens Report on Next-gen Application Development & Maintenance (ADM) - ADM Services, Agile Development and Continuous Testing

Recognized as an Innovator in Avasants Intelligent Automation Services RadarView Report 2019 2020

The ISG Provider Lens Report on Digital Business Solutions and Service Partners names Mindtree as Leader (US) for Digital Backbone Managed Services and Digital Product Lifecycle Services - Midmarket

Branding

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

Unrivaled expertise, empathetic partner and 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. Mindtrees brand voice actively promotes brightness and confidence and stands for our forward thinking approach, 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 ‘Make AI pervasive, our AI strategy which is driving our leadership in the digital era and reinforcing the need for re-imagination approach for business opportunities. Our website reflects the digital in our DNA, and has been instrumental in lead generation, driving sales and is optimized across digital devices. Our social media strategy echoes Mindtrees values, and is ably supported by focused advertisement campaigns.

Dividend

The details of Dividend declared/recommended for the FY 2019-20 were as follows: (i) The Board of Directors at its meeting on October 16, 2019, declared an interim dividend of Rs. 3/- per equity share of face value of Rs. 10/- each. The above dividend was paid to the Shareholders on October 31, 2019; (ii) Further, the Board at its meeting on April 24, 2020 have also recommended, a final dividend ofRs. 10/- per equity share of face value of Rs. 10/- each for the financial year ended March 31, 2020, which are payable on obtaining the Shareholders approval at the Twenty First Annual General Meeting. The July 31, final 2020.

The dividend payout amount for the current year inclusive of tax on dividend will be Rs. 5,947 million as compared to Rs. 2,183 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 investors. During the year, your Company has amended the Dividend Distribution Policy and the same is available on the website of the Company: https://www.mindtree.com/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 ontheprofitsand investment opportunities of the Company.

Deposits

Your Company had no opening balances of Deposits. Further, your Company has not acceptedanyDepositsduringthefinancialyear 2019-20 and as such, no principal or interest were outstanding as on March 31, 2020 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. 9,375 million as on March 31, 2019 to Rs. 12,794 million as on March 31, 2020. The balance funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds.

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 Companys website: www.mindtree. com/investors.

Subsidiaries

Your Company has two subsidiaries as on March 31, 2020. During the year, Bluefin Solutions Limited, UK, Bluefin Solutions Pte Ltd, Singapore and Bluefin Solutions Inc. USA, (the wholly owned subsidiaries of erstwhile Subsidiary, Bluefin Solutions Limited, UK) were liquidated.

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 the Act, the annual report of your Company containing inter alia,financialstatements 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, 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.

Infrastructure

Your company currently uses 2,474,340 square feet of space consisting of 18,705 seats spread across various locations across India apart from Mindtree Kalinga Training and residential facility for 500 campus minds measuring about 302,000 square feet. Residential facility of about 240 beds (75,000 square feet) is currently under construction at Mindtree-Kalinga, Bhubaneswar. This facility is expected to be ready for occupation by October 2020. This will help to meet increased training requirement.

Your Companyhasoffices at multiple locations in USA, Europe, APAC and Middle east regions consisting of about 2,407 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 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:

1. The financialstatements 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 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 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 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 Haskins & Sells, Chartered Accountants, the Companys 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 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 eleven Directors, viz., Non-Executive Chairman, an Executive Director, three Non-Executive Directors and six Independent Directors including two Women Directors as on March 31, 2020. 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. Jayant Damodar Patil (DIN 01252184) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Twenty First Annual General Meeting.

The following were the changes to the Board and KMP during the year: Mr. Jayant Damodar Patil, Mr. Sekharipuram Narayanan Subrahmanyan (Mr.SN Subrahmanyan), Mr. RamamurthiShankar Raman (Mr.R Shankar Raman) were appointed as Non-Executive Directors with effect from July 16, 2019. Further Mr. S N Subrahmanyan, Non-Executive Director was appointed as Vice Chairman with effect from August 2, 2019. Mr. Prasanna Rangacharya Mysore (Mr. M R Prasanna), Ms. Deepa Gopalan Wadhwa were appointed as Independent Directors with effect from July 16, 2019. Mr. Anilkumar Manibhai Naik (Mr. A M Naik) was appointed as Non-Executive Chairman with effect from July 18, 2019. Mr. Debashis Chatterjee was appointed as CEO and Managing Director with effect from August 2, 2019.

Mr. Subroto Bagchi, Non-Executive Director retired on July 16, 2019. Fair Mr. Krishnakumar Natarajan, Mr. N S Parthasarathy and Mr. Rostow Ravanan resigned as Directors on July 17, 2019. Mr. Rostow Ravanan resigned as CEO on July 31, 2019.

Mr. Pradip Kumar Menon resigned as Chief Financial Officer on November 15, 2019. Mr. Senthil Kumar was appointed as Chief Financial Officer with effect from March 11, 2020. Further, Mr. Milind Sarwate, Independent Director of the Company has resigned on April 24, 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 Companys strategies, environment, operations, financial conditions, 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 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 Companys remuneration Policy is market-driven and aims at attracting and retaining high performance talent. Mindtree follows a compensationmixoffixed 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 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: www.mindtree.com\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 criteria of and LODR Regulations confirming 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 2019-20. These meetings were held on April 18, 2019, July 17, 2019, October 16, 2019 and January 14, 2020. 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 SEBIs 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 roles and functions of the Board, relationship with the management, engagement with the Board and external stakeholders and effectiveness of Boards 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 Directors Commitment, knowledge and understanding of the role, Companys 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 Chairmans 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 key recommendations from the evaluation process.

Number of meetings of the Board

The Board of Directors of the Company met nine 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 2019-20:

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 Administrative Committee (dissolved and ceased to operate with effect from July 18, 2019) and

8 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 a Whistle Blower Policy and has established the necessary vigil Mechanism in accordance with the Act and LODR Regulations. 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, 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 to the Board and its dynamism, strategic issues, Committee which oversee the compliance are explained in detail in the Corporate Governance Report.

Code of Conduct for Prevention of Insider Trading in Mindtree Securities

Mindtree has amended Code of Conduct for Prevention of Insider Trading in Mindtree Securities ("PIT Code") in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 during the year. The amended PIT Code is uploaded on the website of the Company. The objective of the PIT 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 Designated Persons and their immediate relatives. Mr. Pradip Kumar Menon acted as the Compliance Officer the PIT Code until November 15, 2019. Ms. Vedavalli S, Company Secretary is appointed as the Compliance Officer under the PIT Code with effect from November 16, 2019.

Related Party Transactions

All related party transactions were entered into with the prior approval 2019-20, all the oftheAudit Committee. During the financial 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 potential conflictof interests of the Company at large.

During the year, your company has amended the policy for determining material related party transactions. The Policy is uploaded on the Companys website and can be accessed at http:// www.mindtree.com/policy-for-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, 2020. 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 unclaimed for a period of seven years amounting to Rs. 574,685/- 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 as "IEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the Twentieth Annual General Meeting held on July 16, 2019) have been uploaded under the Company website: https://www.mindtree.com/sites/default/ files/2018-19/iepf-data-for-financial-year-ending-march-31-2019 pdf

Attention is drawn that the unclaimed/ unpaid dividend for the Financial Years 2012-13 (Second Interim), 2012-13 (Final), 2013-14 (First Interim) and 2013-14 (Second Interim) is due for transfer to IEPF during May 2020, August 2020, November 2020 and February 2021 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/ Companys 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 18,040 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 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 transactionsthatmayhave 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 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 Complaints (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 off during the financial year

In India*

a) No. of Sexual Harassment complaints received: 3

b) No. of Sexual Harassment complaints disposed off:

* One complaint which was pending at the beginning of the year was closed during the year.

Rest of the World

a) No. of Sexual Harassment complaints received: 2

b) No. of Sexual Harassment complaints disposed off: 2

Risk Management

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

Mindtrees risk management framework enabled the organization to respond effectively to the crisis situation caused by the COVID-pandemic outbreak. The pandemic risk was identified and proactive and non-measures were initiated to ensure customer deliverables were not impacted while also safeguarding the health and safety of Mindtree Minds.

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 which also monitored Mindtrees 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 material changes to these plans during the financial year 2019-20. 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/ 2019-20: POLICYCELL/2/2015 dated June 16, 2015 are available on the Companys website: www.mindtree.com\investors.

No employee was granted options/shares (under ESOPs and ESPS/ ERSP 2012), during the year equal to or exceeding 1% of the issued 3 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 Groups philosophy, Mindtree has adopted fair and transparent governance and disclosure practices. A detailed report on Corporate Governance is a part of this Annual Report. Auditors Certificateon 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.

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 third 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 information and aids all the key stakeholders to get a holistic and long-term view of our companys 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

Responsibility for social and environmental wellbeing is ingrained into the Mindtree mission and culture. Helping businesses and societies flourish is integrated into our mission. Our sustainability framework stands on tripe bottom line pillars of workplace sustainability (people), ecological stewardship (planet) and ethical business (profit). Our CSR responsible business. We endorse and follow global frameworks and commitments for sustainability and report our performances as a principle of transparency. Our ecological initiatives benefit both our business as well as the planet through resource efficiencies energy, emission, water and waste management, while we commit to help communities thrive through several CSR initiatives. We have constantly met our short term goals in resource efficiencies and are performing well on clean energy usage. We look forward to continue our commitments to people, planet andprofits-the triple bottom lines of a responsible business. 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, Mindtrees 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 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 for a period of 5 consecutive years i.e., from the Sixteenth Annual General Meeting till 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. The said appointment will be completed at this Twenty First Annual General Meeting.

The Audit Committee and the Board of Directors at their meeting held on April 24, 2020, after considering various parameters of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) such as expertise on IT services industry, market standing of the firm, clientele served, technical knowledge etc., recommended the re-appointment as Statutory Auditors of the Company to hold commencing from the conclusion of this Twenty First Annual General Meeting up to the conclusion of Twenty Sixth Annual General Meeting of the Company. The resolution for the re-appointment of Statutory Auditors is being included in the Notice of Twenty First Annual General Meeting of the Company. eligibility The Statutory Auditors have confirmed and willingness to be re-appointed.

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 Secretarial Audit Report for the financial year 2019-20. The Statutory Auditors Report is enclosed with the financial statements in the Annual Report. The Secretarial in 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 Auditors 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 unique way of defining 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 realization of that value.

Mindtree Quality Management Service (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.

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 suites 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 certifiedfor ISO27001 -Information Security Management, ISO 27701 Privacy Information Management, ISO 14001 Environmental Management System , ISO 45001 Occupational Health and Safety, ISO 22301 Business Continuity Management, ISO 20001 IT Service Management. The Company has successfully completed the annual ISO surveillance audit.

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 customers experience of our services, Mindtree has two levels of feedback surveys – Customer for another period of five consecutive years Experience Survey (CES) and Project Feedback Survey (PFS) . The annual Customer Experience Survey (CES) aims at understanding customers 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 customers 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.

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 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 Auditor. The Internal Auditor monitorsandevaluatesthe efficacy and material orders passed by 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 financial and other records are reliable for preparing financial 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. Statutory Auditors 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 2019-20.

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. The Board

Compliance Monitoring System

The 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 Companys requirement of compliance under various regulations across the locations in which the company conduct its business.

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. The 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

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2019-20 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: www.mindtree.com\investors.

Significant & Material Orders passed by Regulators or Courts the scope and authority of the Internal

Thereareno significant 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 control framework design ensures that the The Company affirms that the annual listing fees for the year 2020-21 has been paid to both National Stock Exchange of India Limited (NSE) and BSE Limited (Bombay Stock Exchange).

Other matters

During the year, there was an inspection under section 206 of the Act by the Office of the Regional Director, Ministry of Corporate Affairs. The Company provided all the information as required by the Authorities during the inspection and is confidentof being compliant with all the applicable Regulations . The final report of the inspection is awaited.

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 Companys customers for letting us deliver the Companys Mission statement, to engineer meaningful technology solutions to help the immensely businesses and societies flourish. 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.

Place: Bengaluru Date: April 24, 2020

For and on behalf of the Board of Directors

R Shankar Raman Debashis Chatterjee
Director CEO & Managing Director