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Mindtree Ltd.

BSE: 532819 Sector: IT
NSE: MINDTREE ISIN Code: INE018I01017
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OPEN 4736.00
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VOLUME 52306
52-Week high 5059.15
52-Week low 1349.25
P/E 52.94
Mkt Cap.(Rs cr) 73,370
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Sell Price 0.00
Sell Qty 0.00
OPEN 4736.00
CLOSE 4736.25
VOLUME 52306
52-Week high 5059.15
52-Week low 1349.25
P/E 52.94
Mkt Cap.(Rs cr) 73,370
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mindtree Ltd. (MINDTREE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting Twenty First Board's Report on the businessand operations of the Company ("Mindtree Limited") or ("Mindtree" or"Company") together with the audited standalone and consolidated financialstatements 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 77643 70215 77643 70215
Other income 756 893 756 893
Total revenues 78399 71108 78399 71108
Employee benefits expense 50647 44212 50647 44211
Finance costs 529 29 529 29
Depreciation and amortization expense 2754 1641 2754 1641
Other expenses 16181 15358 16182 15360
Total expenses 70111 61240 70112 61241
Profit before tax 8288 9868 8287 9867
Tax expense 1979 2327 1979 2327
Profit for the year 6309 7541 6308 7540

Company Performance

On a consolidated basis revenue for the year was Rs. 77643 million signifying growthof 10.6% in Rupee terms. The growth in revenue is attributable towards growth across allverticals predominantly Hi-Tech. PAT for the year was Rs. 6309 million. Since thedifference between the standalone and consolidated results being insignificant thecommentary provided for explaining the company's consolidated performance applies tocompanies' standalone performance also. For more details please refer to the"Financial Review" section provided in Management Discussion and AnalysisReport 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 allemployees ("Mindtree Minds") have done a commendable job in navigating throughthe crisis. We were among the first few companies to make a quick transition to work fromhome model for almost all Mindtree Minds. Our pro-activeness in setting up a crisismanagement team operating in Hub-and-Spoke model robust business continuity processesand infrastructure at Mindtree ensured uninterrupted services to our customers whilemaintaining health and safety of Mindtree Minds. We have received multiple customeraccolades for the smooth and seamless business continuity. This is reinforced in ourquarterly project feedback survey where we have achieved higher overall score than thelast quarter. Our customers were delighted with the way Mindtree teams managed the currentpandemic situation to ensure business continuity keeping health and safety of MindtreeMinds as well as customers.

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

Any other material changes and commitments

No material changes and commitments affecting the financial position of the Companyoccurred 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 98779179 equity shares (Comprising of (i) 32760229 (ii)14693579 and (iii) 51325371 equity shares pursuant to the Share Purchase AgreementPurchase Orders and the Open Offer respectively) during the year. On July 2 2019 L&Tbecame the Promoter and the holding Company of your Company and Mindtree is now a part ofthe larger L&T Group. Further L&T purchased 1748555 shares in the open marketand the holding of L&T stood at 100527734 equity shares of Rs. 10/- each amountingto 61.08% of the total shareholding of the Company on March 31 2020.

Share Capital

During the year your Company allotted 360025 equity shares of Rs. 10/- eachto Mindtree Minds under Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP2012). With the said allotment the paid-up equity share capital has increased from Rs.1642140410/- as on March 31 2019 to Rs. 1645740660/- as on March 31 2020.

People Strategy

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

Every Mindtree Mind is special and so we at People Function craft the best Peopleinitiatives 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 foreveryone. Our focus on Diversity and Inclusion remains strong guided by our charter EDGESwhich focuses on Ethnicity Disability Gender and Sexual Orientation. In FY20 weachieved industry leading diversity ratio of 32% and we target to increase it to 35% innext two years. Our women centric leadership programs Exuberance and MiFootprints continueto grow and cover more Lady Minds throughout the organization. We conducted variousrecruitment drives to increase our gender ratio and attract women in Technology. In March2020 Mindtree was recognized in the Business World HR Excellence Awards for Excellence inDiversity & Inclusion.

II. Culture Application

Our culture stories are evergreen and full of life. At Mindtree we are Expertise-ledand Culture-backed. We proudly display our culture through written and video stories onour Culture Application- https:// culture.mindtree.com/. We have over 300 wonderfulstories by Mindtree Minds that define what Mindtree Culture is all about. The app can beused 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 Mindtreewe 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 Mindssubmitted over 90 entries show-casing Mindtree and Mindtree Culture. Currently we are inthe process of collecting & publishing 20 lockdown stories which would be collectedfrom the teams across the globe who went beyond the call of duty to ensure businesscontinuity during COVID 19 situations.

III. Arboretum

Our on boarding program for new Mindtree Minds has seen a transformation this year. Thefocus has been on ensuring new Mindtree Minds feel welcomed and are given the rightinformation at the right time from the moment they accept the offer till they joinMindtree & thereafter. Arboretum turned fully digital aligning to the COVID 19situations. Digital Arboretum has earned huge accolades from all new joiners around theglobe. New Joiners were awestruck by getting laptops & joining hampers delivered attheir respective homes on the day of joining leaders taking sessions explaining ourCulture & way of working and collaborative effort to address all their possible issuesand 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 andconsumption! Yorbit now has over 2400 courses that cover 900 + skills. More than 87000courses have been completed on Yorbit in the current year and over 291000 courses sinceYorbit's inception in 2016. Over 2.3 million hours have been spent in learning on Yorbitsince its inception. This year Yorbit began offering personalized course recommendationswhich it generates from a complex algorithm that considers multiple factors to giveMindtree Minds relevant recommendations. During this year we also added the next wave ofdisruptive technologies such as AI automation IOT and Blockchain. Mindtree haspartnered with the best learning partners such as Coursera and Pluralsight to deliverworld-class programs for our employees.

"Osmosis" our annual tech-fest was a huge success last year with a greatlevel of participation from the technical community within and outside Mindtree. Ahighlight was Mindtree winning the CII MIKE Awards for the ‘most innovative knowledgeenterprise'. The "Recruit to Reskills 301" program where Java/DotNetprofessionals are being transformed to Digital experts have been experienced by 130Mindtree Minds thus far. In March 2020 Mindtree was recognized in the Business World HRExcellence Awards for Excellence in Learning Technology.

V. Mindtree Kalinga

The Global Learning Centre in Mindtree Kalinga was designed to create Engineers oftomorrow. "Culture and values cannot be taught" is a general consensus amongpeople. They happen through inspiration. At Kalinga we took a little stretched positionsaying "nothing can be taught". Here we on board and train new campus recruitsthrough our 90-day on-boarding program Orchard. Since the inception of this program in2015 over 6328 Mindtree Minds have undergone the program and have successfully worked incustomer 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 conductingsome of the basic programming skill sessions while the prospect joiners are waiting tojoin. 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 rightmarketing and branding geared to attract the right talent. In FY20 we conducted fourcalibration workshops for all our Technical Panels steered by our C2 team. This includedwhat and how to evaluate FAQs that talent could ask and also live interviews that theyobserved and documented as part of their calibration and certification to interview. Ourwomen diversity through campus improved from 45% (YoY) in FY19 to 47% (YoY) in FY20. Withtravel coming to a halt due to COVID-19 Advisories on March 1 2020 the Campus teamstarted the process of ‘digital hiring' via online platform using MS Teams &Sharepoint environment. Over 1000 interviews were conducted virtually in March alone and100+ offers were made. It has also led to greater participation from women interviewpanels because of remote presence.

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

VII. Leadership Development and Succession Planning

We formalized our leadership development program christened as "Proteas" withan endeavour to identify the leadership competency stack needed to deliver on ourstrategy soft-link it to the relevant aspects of the group's leadership developmentframework identify key leaders performing critical roles get them externally assessed bya professional organization on the chosen competencies create individual IDPs start thecustomized individual developmental journey & conduct succession planning. We havefinalized leadership competencies created Talent Board to go through leadership profilestheir performance assessment scores strategic need aspiration of leaders review theprogress of individual developmental journey & come up with succession plan and careermobility to increase retention and enhance the productivity. So far 15 key leaders havecompleted their external assessments two leaders were chosen to be mentored by ourNon-Executive Chairman and the CEO & Managing Director of the group. Currently we arein the process of designing the 360 degree feedback creating individual IDPs createcustomized 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 ofcelebrating individuals' as well as teams' excellence rewarding the key contributionswhich help execute on our strategy & goals rewarding at the right intervals(Spotlight: real-time Crest: quarterly & Pinnacle: Yearly). The new R&R frameworkwas rolled out in end of Q3' FY20 and as part of our quarterly Crest award 44 MindtreeMinds & 19 Teams were chosen as the winners.

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

IX. Performance Retention and Talent Management

Mindtree's performance philosophy aims to bring out the best in Mindtree Minds throughcontinuous evaluation and developmental feedback. Mindtree's performance management systemand process are focused on creating empowered and motivated talent pool. Our bi- annualperformance review focuses on role-based goal settings led by managers feedback processco-owned by Mindtree Minds and their managers and development plan for future prospectsfor oneself led by Mindtree Minds. 360-degree feedback process for Mindtree Minds inmiddle and senior management roles enables us to ascertain their leadership competencies."Ozone" our internal job portal has delivered excellent value to Mindtree Mindsin finding right role for their talent. Focused approach to hiring assimilationevaluation recognition through awards differentiated compensation and growthopportunities linked to performance are helping in attracting and retaining high calibreMindtree Minds.

In the recent past policies like flexible holiday calendar which allows people tochoose their holidays from a list gift a leave policy which allows people to gift leavesto a colleague who may be in need different country specific benefits have beenintroduced.

X. Compensation & Benefits

Mindtree's rewards and benefits programs are differentially recognize Mindtree Mind'sperformance expertise and potential to attain business goals while remaining competitiveand equitable. Our investments are focused to attract & retain talent for in-demandniche skills campus talent establish gender pay parity & compliance with trendingemployee employer regulations. We have created a business aligned variable compensationstructure for Mindtree Minds in sales middle & senior management roles to fosterdesired behaviours & outcomes such as profitable revenue annuity business strategicdeals delivery excellence customer satisfaction & collaboration. We research &review market insights & technology advancement in total rewards area to support ourbroader talent strategy continuously.

XI. Seamless Integration of enabling processes

"Born digital" Mindtree takes an agile collaborative approach in creatingcustomized solutions across the digital value chain not just for its valued customers butalso for Mindtree Minds. People Shared Services (PSS) was created to perform such tasksand it is a constantly evolving team that incorporates the latest technologies to achieveexcellenceinthedifferent areas that it encompasses. Automation in PSS has been a key focusarea. PSS has "digitized" the operations across several processes that resultsin smiles for the Mindtree Minds managers processors controllers and multiplestakeholders. People Shared Services uses multiple systems developed in-house and acquiredfrom vendors to deliver services globally to Mindtree Minds. Mindtree is one of theearliest companies in the world and first in India to report number of bots that existsalong with its headcount as part of our quarterly results. Mindtree is one of the earliestcompanies 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 queriesfrom Mindtree Minds. People Shared Services has rolled out 103 bots for internal processesas part of its Robotic Process Automation (RPA) initiatives. Last year we also startedperforming employment checks digitally for our new hires.

As a result of such automation initiatives cost of operations in running internalprocesses has been decreasing on a yearly basis for the last 4 years. The speed at whichthe services are being delivered has been increasing as well. The automation has alsofacilitated higher customer satisfaction scores from Mindtree Minds. Better careeropportunities for the staff is another intangible benefit as mundane non-intelligent tasksare offloaded from our people.

XII. Headcount

The total number of Mindtree Minds including subsidiaries as on March 31 2020 was21991 as against 20204 as on March 31 2019.

Awards and Recognitions

During the year under review your Company received the following awards andrecognitions:

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

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

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

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

Recognized as an Innovator in Avasant's Applied Intelligence and Advanced AnalyticsServices RadarView Report growth The ISG Provider Lens Report on Salesforce Ecosystemnames Magnet 360 Mindtree's Salesforce practice as Rising Star (Germany) for providingProfessional Services for Salesforce Sales and Service Cloud and Leader (US) for providingProfessional Services for Salesforce Sales and Service Cloud Awarded "Outstanding ITService Supplier 2018" by the Lufthansa Group

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

Mindtree's Case Studies on the Digital Transformation work done at the Lufthansa Groupand a Global CPG Company Featured in ISG's "Digital Excellence: 25 WinningPartnerships" an E-book Profiling the Best Examples of Digital TransformationSuccess

The ISG Provider Lens Report on SAP HANA and Leonardo Ecosystem Partners recognizedMindtree 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 DataCenter Services & Solutions

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

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

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

Named Leader (Global US) in The ISG Provider Lens Report on Next-gen ApplicationDevelopment & Maintenance (ADM) - ADM Services Agile Development and ContinuousTesting

Recognized as an Innovator in Avasant's Intelligent Automation Services RadarViewReport 2019 2020

The ISG Provider Lens Report on Digital Business Solutions and Service Partners namesMindtree as Leader (US) for Digital Backbone Managed Services and Digital ProductLifecycle Services - Midmarket

Branding

Mindtree as a brand reflects our identity values and beliefs. Mindtree has grown byleaps and bounds in the last 20+ years. We now punch above our weight competing with muchlarger companies and widely known brands. But we're just getting started. Greater growthand success is ahead of us and our brand is instrumental in getting us there.

Unrivaled expertise empathetic partner and agility at scale are key qualitativecharacteristics of Mindtree that enable us to deliver on our positioning statement andestablish the overall behavior of our brand. Mindtree's brand voice actively promotesbrightness and confidence and stands for our forward thinking approach confidencestrength and passion. These themes are custom stitched across all the collateralsinspired by our fresh design thinking.

The elevation of brand aesthetics for Mindtree is a continuous process with the rightmix of Public Relations Social Media Advertisement and Digital Marketing. The year haswitnessed the execution of ‘Make AI pervasive' our AI strategy which is driving ourleadership in the digital era and reinforcing the need for re-imagination approach forbusiness opportunities. Our website reflects the digital in our DNA and has beeninstrumental in lead generation driving sales and is optimized across digital devices.Our social media strategy echoes Mindtree's values and is ably supported by focusedadvertisement 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 ofRs. 3/- per equity share of face value of Rs. 10/- each. The above dividend was paid tothe Shareholders on October 31 2019; (ii) Further the Board at its meeting on April 242020 have also recommended a final dividend ofRs. 10/- per equity share of face value ofRs. 10/- each for the financial year ended March 31 2020 which are payable on obtainingthe Shareholders' approval at the Twenty First Annual General Meeting. The July 31 final2020.

The dividend payout amount for the current year inclusive of tax on dividend will beRs. 5947 million as compared to Rs. 2183 million in the previous year.

Dividend Distribution Policy

Your Company has formulated Dividend Distribution Policy in accordance with Regulation43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andany amendments thereto ("hereinafter referred to as LODR Regulations") forbringing transparency in the matter of declaration of dividend and to protect the interestof investors. During the year your Company has amended the Dividend Distribution Policyand the same is available on the website of the Company:https://www.mindtree.com/dividend-policy Your Company intends to maintain similar orbetter levels of dividend payout in future. However the actual dividend payout in eachyear will be based ontheprofitsand investment opportunities of the Company.

Deposits

Your Company had no opening balances of Deposits. Further your Company has notacceptedanyDepositsduringthefinancialyear 2019-20 and as such no principal or interestwere 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. 9375 millionas on March 31 2019 to Rs. 12794 million as on March 31 2020. The balance funds havebeen invested in deposits with banks highly rated financial institutions and debt schemesof mutual funds.

Business Responsibility Report

Your Company has embedded in its core business philosophy the vision of societalwelfare and environmental protection. Responsible business characterizes its policiespractices and operations. As a believer in the principle of transparency Mindtreepublishes its Business Responsibility Report as a part of its annual report inaccordance with the LODR Regulations and the National Voluntary Guidelines of theGovernment of India. The Business Responsibility Report is also available on the Company'swebsite: www.mindtree. com/investors.

Subsidiaries

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

In accordance with Section 129 (3) of the Act a separate statement containing salientfeatures of the financial statement of the subsidiaries of the Company in Form AOC-1 isgiven in Annexure 1. In accordance with Section 136 of the Act the annual report of yourCompany containing inter aliafinancialstatements including consolidated financialstatements 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 ourwebsite: https://www.mindtree.com/about-us/investors.

Investor Relations

Your Company has an effective Investor Relations Program through which the Companycontinuously interacts with the investment community across various channels such asPeriodic Earnings Calls Annual Investor / Analyst Day Individual MeetingsVideo-Conferences Participation in One on One interactions and group meetings throughNon-Deal Roadshows. Your Company ensures that critical information about the Company isavailable to all the investors by uploading all such information at the Company's websiteunder the Investors section. Your Company also sends regular email updates to analysts andinvestors on upcoming events like earnings calls declaration of quarterly and annualearnings with financial statements.

Infrastructure

Your company currently uses 2474340 square feet of space consisting of 18705 seatsspread across various locations across India apart from Mindtree Kalinga Training andresidential facility for 500 campus minds measuring about 302000 square feet. Residentialfacility of about 240 beds (75000 square feet) is currently under construction atMindtree-Kalinga Bhubaneswar. This facility is expected to be ready for occupation byOctober 2020. This will help to meet increased training requirement.

Your Companyhasoffices at multiple locations in USA Europe APAC and Middle eastregions consisting of about 2407 seats all together. Your Company has sufficient capacityto meet its growth needs over short and medium terms. Your Company has prioritizedadopting sustainable best practices in accordance with LEED green building design forcreating & maintaining workplace infrastructure projects.

Directors' Responsibility Statement

Your Company's Directors make the following statement in terms of sub-section (5) ofSection 134 of the Act which is to the best of their knowledge and belief and accordingto the information and explanations obtained by them:

1. The financialstatements have been prepared in conformity with Indian AccountingStandards (Ind As) and requirements of the Act and that of guidelines issued by SEBI tothe extent applicable to Company; on the historical cost convention except financialinstruments 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 themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of Company for that period.

3. The Board of Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 bythe 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

6. The financial statements have been Haskins & Sells Chartered Accountants theCompany's Auditors.

7. The Audit Committee meets periodically with the Internal Auditors and the StatutoryAuditors to review the manner in which the Auditors are discharging their responsibilitiesand to discuss audit internal control and financial issues.

8. To ensure complete independence the Statutory Auditors and the Internal Auditorshave full and free access to the Members of the Audit Committee to discuss any matter ofsubstance.

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 sixIndependent Directors including two Women Directors as on March 31 2020. As per theArticles of Association of the Company one third of the Directors are liable  toretire by rotation at the Annual General Meeting of the Company every year. Mr. JayantDamodar Patil (DIN 01252184) retires by rotation and being eligible offers himself forre-appointment at the ensuing Twenty First Annual General Meeting.

The following were the changes to the Board and KMP during the year: Mr. JayantDamodar Patil Mr. Sekharipuram Narayanan Subrahmanyan (Mr.SN Subrahmanyan) Mr.RamamurthiShankar Raman (Mr.R Shankar Raman) were appointed as Non-Executive Directorswith effect from July 16 2019. Further Mr. S N Subrahmanyan Non-Executive Director wasappointed as Vice Chairman with effect from August 2 2019. Mr. Prasanna RangacharyaMysore (Mr. M R Prasanna) Ms. Deepa Gopalan Wadhwa were appointed as IndependentDirectors with effect from July 16 2019. Mr. Anilkumar Manibhai Naik (Mr. A M Naik) wasappointed as Non-Executive Chairman with effect from July 18 2019. Mr. DebashisChatterjee 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 Directorson 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 242020.

Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts) Rules 2014 in the opinionof the Board the Independent Directors appointed during the year are competentexperienced (including the proficiency) and are the persons of expertise positiveattribute standards of integrity ethical behaviour and independent judgement.

Criteria for the appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developingcompetency requirements for the Board based on Industry and Strategy of the Company. TheBoard composition analysis reflects in depth understanding of the Company's strategiesenvironment operations financial conditions requirements etc.

In terms of provisions of the Act and LODR Regulations NRC has identified list of coreskills expertise and competencies required for a person to possess in order to beselected as a Board member.

The NRC also focuses on the qualification and competence of the person professionalexperience the positive attributes standards of integrity ethical behaviour andindependent judgement of the person in selecting a new Board member.

The Committee satisfies itself with regard to the criteria for independence of theDirectors as required under the applicable statutes in order to enable the Board todischarge its functions and duties effectively. The details of core skills expertise andcompetencies 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 theBoard takes into consideration the performance of the Director based on the Boardevaluation and his/ her engagement level during their previous tenure.

Nomination and Remuneration Policy

The Company's remuneration Policy is market-driven and aims at attracting and retaininghigh performance talent. Mindtree follows a compensationmixoffixed pay benefits andperformance based variable pay which is paid based on the business performance and goalsof the different business units/ overall company. The remuneration / compensation /commission etc. to the Directors are determined by the Nomination and RemunerationCommittee and recommended to the Board for its approval. The above remuneration /compensation / commission etc. shall be subject to the approval of the shareholders of theCompany wherever required.

The Nomination and Remuneration Policy has been updated on the website of the Companyat: www.mindtree.com\investors.

Details of remuneration to Directors

The information relating to Remuneration paid to Directors as required under Section197(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 asrequired under Section 149(7) of the Act criteria of and LODR Regulations confirmingindependence 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 meetingswere held on April 18 2019 July 17 2019 October 16 2019 and January 14 2020. In thesaid meetings the Independent Directors reviewed the matters as required under the LODRRegulations and that of Act. Action items if any were communicated to the Executivemanagement 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 tocarry out the evaluation of the (i) performance of the Board as a whole (ii) functioningof the Committees of the Board (iii) individual Directors and (iv) the Chairman of theBoard in accordance with the applicable provisions of the Act and LODR Regulations.Detailed questionnaires were sent out to the Board members. The criteria for theevaluation were broadly based on the SEBI's Guidance Note on Board Evaluation. Theperformance of the Board was evaluated on the basis of various criteria such ascomposition of the Board functioning of the Board information flow roles and functionsof the Board relationship with the management engagement with the Board and externalstakeholders and effectiveness of Board's decisions.

The performance of the Committees was evaluated after seeking the inputs of Committeemembers on the criteria such as understanding the terms of reference CommitteeComposition Independence updating the Board on the committee decisionscomprehensiveness in the discussion of issues and contributions to Board decisionsetc.

The performance of the individual Directors was evaluated after seeking inputs from allthe Directors other than the one who is being evaluated. The evaluation was based on thecriteria such as Director's Commitment knowledge and understanding of the role Company'svision and mission market potential qualification skill and experience openness incommunication etc.

The performance of the Board Chairman was evaluated after seeking the inputs from allthe Directors other than the Board Chairman on the basis of the criteria such asChairman's role accountability and responsibilities promotion of effective relationshipand open communication positive and appropriate working relationship with CEOcommitment etc.

The evaluation report contains an executive summary of findings and key recommendationsfrom the evaluation process.

Number of meetings of the Board

The Board of Directors of the Company met nine times during the year. The details ofBoard Meetings are provided in the Corporate Governance Report. The gap interveningbetween two meetings of the board was within the time prescribed under the Act and LODRRegulations.

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 182019) and

8 Management Committee

The composition of each of the above Committees their respective roles andresponsibilities 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 vigilMechanism in accordance with the Act and LODR Regulations. The Company's vigil mechanism/Whistle blower Policy aims to provide the appropriate platform and protection for Whistleblowers to report instances of any actual or suspected incidents of unethical practicesviolation of applicable laws and regulations including the Integrity Code Code of Conductfor Prevention of Insider Trading Code of Fair Practices and Disclosure. All employeesand Directors have access to the Chairperson of the Audit Committee.

Mindtree investigates such complaints speedily confidentially and in an impartialmanner and take appropriate action to ensure that the requisite standards of professionaland ethical conduct are always maintained. The details of the Whistle Blower Policy andthe to the Board and its dynamism strategic issues Committee which oversee thecompliance 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 MindtreeSecurities ("PIT Code") in accordance with Securities and Exchange Board ofIndia (Prohibition of Insider Trading) (Amendment) Regulations 2018 during the year. Theamended PIT Code is uploaded on the website of the Company. The objective of the PIT Codeis to protect the interest of shareholders at large to prevent misuse of any unpublishedprice sensitive information and to prevent any insider trading activity by dealing inshares of the Company by its Designated Persons and their immediate relatives. Mr. PradipKumar 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 Codewith effect from November 16 2019.

Related Party Transactions

All related party transactions were entered into with the prior approval 2019-20 allthe oftheAudit Committee. During the financial transactions with related parties wereentered into at arm's length and in the ordinary course of business and none of suchrelated party transactions required the approval of the Board of Directors or theShareholders as per the Act or LODR Regulations. Further there were no materiallysignificant related party potential conflictof interests of the Company at large.

During the year your company has amended the policy for determining material relatedparty transactions. The Policy is uploaded on the Company's website and can be accessed athttp:// www.mindtree.com/policy-for-determining-material-related-party-transactions.

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

Litigation

No material litigation was outstanding as on March 31 2020. Details of litigation ontax matters are disclosed in the financial statements.

Details of unclaimed shares

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

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

Dividends unclaimed for a period of seven years amounting to Rs. 574685/- weretransferred to the Investor Education and Protection Fund Authority in accordance with theprovisions of the Act. The details of the consolidated unclaimed/unpaid dividend asrequired 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 (drawnup to the Twentieth Annual General Meeting held on July 16 2019) have been uploaded underthe 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) isdue for transfer to IEPF during May 2020 August 2020 November 2020 and February 2021respectively. In view of this the Members of the Company who have not yet encashed theirdividend warrant(s) or those who have not claimed their dividend amounts may write to theCompany/ Company's Registrar and Share Transfer Agent Link Intime India Private Limited.

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

Pursuant to the provisions of the Act read with the Investor Education and ProtectionFund Authority Rules the shares on which dividends have not been claimed for 7consecutive years have been transferred in favour of IEPF Authority. As on date thecompany had transferred 18040 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) Rules2014 are set out in Annexure 3 to the Directors' Report. There were no employees who wereemployed throughout the financial year or part thereof who were in receipt ofremuneration in excess of that drawn by the Managing Director or Executive Director and byhimself/herself or along with his/her spouse and dependent children held more than twopercent of the equity shares of the company. As per the proviso to Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theparticulars of employees transactionsthatmayhave posted and working outside India notbeing Directors or their relatives drawing the salary in excess of the prescribed limitsunder the above Rules need not be included in the statement but such particulars shall befurnished to the Registrar of Companies. Accordingly the statement included in thisreport does not contain the particulars of employees who are posted and working outsideIndia. If any Member is interested in obtaining a copy thereof such Member may write tothe 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 everyMindtree Mind is treated with respect and is able to work without fear of discriminationprejudice gender bias or any form of harassment at workplace. Your Company has in placea Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The essence of the policy is communicated to all Mindtree Minds at regular intervalsthrough assimilation and awareness programs. Following are some of the programs andinitiatives in place to train Mindtree Minds and the Internal Complaints (IC) for POSHduring 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 duringtheir induction program.

3. The IC Members are provided relevant training by an external agency during quarterlymeetings of the IC.

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

5. Penal consequences of sexual harassment and the constitution of the IC are displayedat conspicuous places.

Further your Company has setup an IC both at the head office / corporate office and atevery location where it operates in India The IC at each location has a fairrepresentation of men and women including a senior woman as Presiding Officer andexternal members who are women.

The following are the summary of the complaints received and disposed off during thefinancial 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 theyear.

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 anorganization's objectives by addressing the full spectrum of its risks and managing thecombined impact of those risks as an interrelated risk portfolio. Mindtree uses EnterpriseRisk Management (ERM) as a key tool to help achieve its short term and long term businessobjectives to generate value for its customers investors employees and otherstakeholders. ERM encompasses areas of organizational exposure to risk (strategicoperational financial and compliance) and provides a structured process for management ofrisks. This has been achieved by deploying an effective risk management framework toproactively identify assess treat monitor and report risks as well as to create arisk-aware culture within Mindtree. The Mindtree ERM framework has been designed byincorporating elements of leading risk management standards such as:

• ISO 31000

• COSO

IRM Risk Management Standard

Mindtree's risk management framework enabled the organization to respond effectively tothe crisis situation caused by the COVID-pandemic outbreak. The pandemic risk wasidentified and proactive and non-measures were initiated to ensure customer deliverableswere 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 frameworkis provided by the Risk Management Committee to the Board of Directors which alsomonitored Mindtree's pandemic response program. The Audit Committee of the Board monitorseffectiveness of risk management systems. Detailed report on Risk Management is disclosedseparately 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 Schemenamely Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS or ERSP 2012). TheEmployee Stock Option Plans and ESPS or ERSP 2012 are in compliance with SEBI (Share BasedEmployee Benefits) Regulations 2014 ("Employee Benefit Regulations") and therehas been material changes to these plans during the financial year 2019-20. The summaryinformation of various Employee Stock Option Plans (ESOPs) and ESPS/ERSP 2012 of theCompany is provided under Notes to Accounts under Standalone Financial Statements of thisAnnual Report. The Company has recorded compensation cost for all grants using the fairvalue- based method of accounting in line with prescribed SEBI guidelines. Refer to Notesto accounts of Standalone . Financial Statements of this Annual Report for details onaccounting policy.

Disclosure on ESOPs and ESPS/ERSP 2012 details of options/ shares granted sharesallotted on exercise etc. as required under Employee Benefits Regulations read with SEBIcircular no. CIR/CFD/ 2019-20: POLICYCELL/2/2015 dated June 16 2015 are available on theCompany's website: www.mindtree.com\investors.

No employee was granted options/shares (under ESOPs and ESPS/ ERSP 2012) during theyear equal to or exceeding 1% of the issued 3 capital.

Corporate Governance

Mindtree Limited considers Corporate Governance as an instrument to maximize value forall Stakeholders i.e. investors employees shareholders customers suppliersenvironment and the community at large. Good governance practices emerge from the cultureand mind-set of the organization. The Company emanates its values from the rich governanceand disclosure practices followed by L&T Group. In line with the Group's philosophyMindtree has adopted fair and transparent governance and disclosure practices. A detailedreport on Corporate Governance is a part of this Annual Report. Auditor's CertificateonCorporate Governance obtained from Deloitte Haskins & Sells Chartered Accountants(Firm Registration No.008072S) for compliance with LODR Regulations is provided asAnnexure 9 and is a part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under LODR Regulations isdisclosed 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 IRwhich is set out in accordance with the integrated reporting framework outlined byInternational Integrated Reporting Council and SEBI circular on IR. Our IR has integratedthinking embedded in our strategic framework and our integrated business model defines ourability to create long-term value (outputs and outcomes) out of the capitals available tous (input) with value-accretive activities operating under the strong-governanceframework. Our IR encompasses both financial information and aids all the key stakeholdersto get a holistic and long-term view of our company's strategic focus areas futureoutlook and value creation which revolves around the 6 capitals Financial ManufacturedIntellectual Human Social and Relationship and Natural. The Integrated Report is a partof 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 AbsorptionForeign 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 Mindtreemission and culture. Helping businesses and societies flourish is integrated into ourmission. Our sustainability framework stands on tripe bottom line pillars of workplacesustainability (people) ecological stewardship (planet) and ethical business (profit).Our CSR responsible business. We endorse and follow global frameworks and commitments forsustainability and report our performances as a principle of transparency. Our ecologicalinitiatives benefit both our business as well as the planet through resource efficienciesenergy emission water and waste management while we commit to help communities thrivethrough several CSR initiatives. We have constantly met our short term goals in resourceefficiencies and are performing well on clean energy usage. We look forward to continueour commitments to people planet andprofits-the triple bottom lines of a responsiblebusiness. As a green initiative we send Annual Reports by email every year to thoseshareholders 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 hasundertaken several projects in accordance with Schedule VII of the Act. Mindtreeimplements its CSR initiatives via three channels:

- Directly by Mindtree;

- Through Mindtree Foundation;

- Through "Individual Social Responsibility" programs undertaken by MindtreeMinds and supported by Mindtree as appropriate

Further Mindtree's CSR primarily focuses on programs that

- Benefit the differently abled;

- Promote education;

- Create sustainable livelihood opportunities

The Annual Report on CSR activities is annexed herewith as Annexure 6.

Auditors

Statutory Auditors

Your Company at its Sixteenth Annual General Meeting held on June 22 2015 hadappointed 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 aremuneration as may be fixed by the Board of Directors and Audit Committee in consultationwith the Auditors thereof. The said appointment will be completed at this Twenty FirstAnnual General Meeting.

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

Secretarial Auditor

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

Auditor's Report and Secretarial Audit Report

There are no qualifications reservations or adverse remarks in the Statutory Auditor'sReport and Secretarial Audit Report for the financial year 2019-20. The StatutoryAuditor's Report is enclosed with the financial statements in the Annual Report. TheSecretarial in Auditor's report is annexed as Annexure 8 and is a part of this report.

Reporting of frauds by Auditors

During the year under review the Statutory Auditors or Secretarial Auditors of theCompany have not reported any frauds to the Audit Committee or to the Board of Directorsunder 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 processmethodology is context-composed; we work closely with customers to understand the unique‘value' expected from each engagement and then tailor our processes to enablerealization of that value.

Mindtree Quality Management Service (QMS) portal is one single focal point forprocesses and it helps to bring in standardization institutionalization and industrybest practices/standards and frameworks. QMS is built on the concept of practitionerdefined and refined where knowledge and best practices are shared and published.

Mindtree uses multiple standards and models to predictably deliver high qualityservices. Mindtree adopted the Capability Maturity Model (CMM) family since early 2002 andembarked on the CMMI-DEV and SVC Level 5 journey to enhance project management andengineering capabilities and to bring in continuous improvements in the organization. Inthis path to business excellence Mindtree reached a significant milestone by gettingassessed to CMMI Level 5- 2.0 for our strategic projects. Mindtree is one of the first ITorganizations to be globally recognized for the suite's development and services view.Mindtree is a very active user of ISO standards and has been certified by adoptingone-of-its-kind integrated audit approach. Mindtree is certifiedfor ISO27001 -InformationSecurity Management ISO 27701 Privacy Information Management ISO 14001 EnvironmentalManagement System ISO 45001 Occupational Health and Safety ISO 22301 BusinessContinuity Management ISO 20001 IT Service Management. The Company has successfullycompleted the annual ISO surveillance audit.

These certifications are a testimony of the excellent services by Mindtree every timeand also during the unprecedented times like COVID.

Customer Satisfaction is the primary business objective of Mindtree. To ensurecompleteness of understanding customer's experience of our services Mindtree has twolevels of feedback surveys – Customer for another period of five consecutive yearsExperience Survey (CES) and Project Feedback Survey (PFS) . The annual Customer ExperienceSurvey (CES) aims at understanding customer's perception at account management andengagement practices administering CES to our customer organizations' CXO and Senior-levelcontacts.

The quarterly Project Feedback Survey (PFS) aims at understanding customer'ssatisfaction with Mindtree project execution and delivery practices. We administer PFS toour customer organizations' Mid-level contacts who have day-to-day interaction with ourproject teams. The project and account teams analyze the results from the surveys and takeappropriate 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 andcomplexity of its operations. The Audit Committee comprises of professionally qualifiedDirectors who interact with the statutory auditors internal auditors and management indealing with matters within its terms of reference.

Your Company has a proper and adequate system of internal controls. These controlsensure transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. In additionthere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial controls within the meaning the Act. An extensive program of internalaudits and management reviews supplements the process of internal financial controlframework

Documented policies guidelines and procedures are in place for effective management ofinternal financial controls.

To maintain its objectivity and independence the Internal Auditor reports to theChairperson of the Audit Committee of the Board. The Audit committee defines Auditor. TheInternal Auditor monitorsandevaluatesthe efficacy and material orders passed by adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of Internal Auditor process owners undertake corrective action intheir respective areas and thereby strengthen the controls.

Significant audit observations and the necessary corrective actions are presented tothe Audit Committee.

The internal financial financial and other records are reliable for preparing financialother statements. In addition the Company has identified and documented the key risks andcontrols for each process that has a relationship to the financial operations andreporting. At regular intervals internal teams test identified key controls. The internalauditors also perform an independent check of effectiveness of key controls in identifiedareas of internal financial control reporting. Statutory Auditors Report include a reporton the internal financial controls over financial reporting.

The Audit Committee and the Board are of the opinion that the Company has soundInternal Financial Control commensurate with the nature and size of its businessoperations and operating effectively and no material weaknesses exist during the financialyear 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 forthe successful conduct of business operations and high standards of Corporate governance.The Company ensures that appropriate business processes and adequate tools are in placefor adherence with all the statutory obligations and has a framework on "GlobalCompliance" which outlines the Company's requirement of compliance under variousregulations across the locations in which the company conduct its business.

Under this framework identified key stakeholders across business units corporatefunctions ensure and confirm compliance with the provisions of all applicable laws on acontinuous basis. The Company also engages external consultants to update the existinglist of compliances applicable globally and key compliances/ regulations are covered aspart of internal audit every year. The Global Compliance update is placed before the AuditCommittee on quarterly basis and the Committee updates to the Board at its meetingsconfirming 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 theextract of the annual return for FY 2019-20 is given in Annexure 7 in the prescribed FormNo. 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 andauthority 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 provisionsof 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 theannual listing fees for the year 2020-21 has been paid to both National Stock Exchange ofIndia 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 ofthe Regional Director Ministry of Corporate Affairs. The Company provided all theinformation as required by the Authorities during the inspection and is confidentof beingcompliant with all the applicable Regulations . The final report of the inspection isawaited.

Acknowledgements

The Board places on record their deep sense of appreciation to all the Mindtree Mindssupport staff for adopting to the values of the Company viz. collaborative spritunrelenting dedication and expert thinking for making Mindtree an expertise ledorganization and the Company's customers for letting us deliver the Company's Missionstatement to engineer meaningful technology solutions to help the immensely businessesand societies flourish. thank all the Departments of Central and State Government ofIndia Authorities Reserve Bank of India Ministry of Corporate Affairs Securities andExchange Board of India Stock Exchanges and other governmental/ Semi-governmental bodiesand look forward to their continued support in all future endeavors. The Board also wouldlike to thank our shareholders investors vendors service providers bankers andacademic institutions and all other stakeholders for their continued and consistentsupport to the Company during the year.

The Directors are deeply grateful for every person who risked their life and safety tofight this COVID-19 pandemic. The Directors appreciate and value the contribution made byevery 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
.