Your Directors have pleasure in presenting Twenty Third Board's Report on the business and operations of the Company ("Mindtree Limited", ’’Mindtree", or "Company"), together with the audited Standalone and Consolidated financial statements for the year ended March 31, 2022.

Company Performance

On a consolidated basis, revenue for the year was ' 105,253 million signifying a growth of 32.1% in Rupee terms. The revenue growth is attributable towards growth across all verticals, predominantly Retail, CPG and Manufacturing (RCM) and Travel, Transportation and Hospitality (TTH). Profit After Tax (PAT) for the year was ' 16,529 million signifying an increase of 48.8%. Since the difference between the standalone and consolidated results is insignificant, the commentary provided for explaining the company's consolidated performance also applies to the company's standalone performance. For more details, please refer to the "Financial Performance" section provided in Management Discussion and Analysis Report, which is a part of this Integrated Annual Report.

Credit Rating

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

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

Update on COVID 19 impact and our initiatives

Fresh waves of COVID outbreaks in 2021-22 created widespread health and safety concerns and also resulted in countries across the globe resorting to lockdowns and other restrictions. Mindtree's robust risk management, business continuity and crisis management capabilities ensured uninterrupted services to our customers, while ensuring health and safety of Mindtree Minds.

The Mindtree War Room has been effectively coordinating our response to the pandemic. The safety and well-being of our Mindtree Minds has been our most important priority and we continue to be a pioneer in flexible working and agile delivery to ensure future ready operating models. This, coupled with our proactive response, has allowed us to ensure business continuity during these challenging times.

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

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

Any other material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between April 1, 2022 and the date of signing this report.

Share Capital

During the year, your Company allotted 114,006 equity shares of ' 10/- each, to Mindtree Minds under Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP 2012). With the said allotment, the paid-up equity share capital has increased from ' 1,647,197,660/- as on March 31, 2021 to ' 1,648,337,720/- as on March 31, 2022.

People Strategy

Your Company consistently built upon our born-digital heritage, agility and focus to support clients in their digital transformation journeys. This is enabled through a highly engaged, people-centric culture that is aligned with the future of work and encourages a learning mindset with challenging and growth-oriented career paths. Innovation is the core that drives high performing culture, galvanizing collective progress in our digital efforts and driving greater efficiencies and profitable growth.

An organization's culture is a reflection of collective actions governed by shared human and business values. It defines organizational intention, behavior, tolerance and ability to deliver meaningful value and experiences to customers, employees and other stakeholders. At Mindtree, our culture is defined as "Our Work Ethos" which comprises purpose, caring, learning and delivering results. It is the fundamental foundation that sets the tone for creativity as well.

The pandemic was yet another opportunity to prove "people first" focus and we achieved that through multiple initiatives. Over the last few months, everyone has had to adjust to a dynamic normal and a hybrid way of working. Another creative task for our People Function Team (HR) was to come up with people-focused initiatives to keep Mindtree Minds motivated, secure and connected.

A brief of the various intiatives undertaken by us is given below:

Talent Acquisition

Attracting the best talent is always an important area of focus for Mindtree. We believe that our people are not only our greatest asset but also our biggest competitive advantage. A Mindtree Mind's journey starts from the day they choose to consider Mindtree as potential employer. This year we have seen a gross addition of more than 19,000 Minds through campus, social media and referral platforms. We started FY22 with a headcount of ~23,800 and now we stand at 35,000 Mindtree Minds.

A. Lateral Hiring

Being an industry leader in Talent Acquisition, we outperformed the pack during the pandemic by focusing on certain key areas:

1. Improved Access to the Talent Pool:

A new employee referral portal was launched to simplify the referral and tracking process, thus giving a good referral experience to all referrers. We have witnessed significant responses for various referral campaigns, such as Mega Drive for India, Kolkata Referral campaign and 2X and 3X event for India and USA. Double Bonanza was offered to Minds who referred for niche skill roles, improving our rates.

Promotion of employee referral programs via social media channels, special rewards, sessions, mailers, SMS, etc. helped to improve the number of referrals from Mindtree Minds. We had 3,077 employee referral hires in India and 3,427 hires globally. In order to track this centrally an employee referral central team was formed, constituting of a recruiter SPOC assigned to each business unit (BU), working exclusively on ER profiles. 21% of the total hiring has occurred through our referral platform.

2. Employee Referral (ER) initiatives:

We launched various employee referral initiatives across the year:

• Monthly business unit virtual floor walks for respective delivery teams

• Bi-monthly ER orientation sessions for new joiners as part of Arboretum

• Weekly hot job mailers, weekend drive job mailers, SMS alerts

• Job mailers to offered candidates urging them to participate in the ER program

• ER promotional mailers

An enhanced career microsite was built to streamline the application process via Mindtree career page to attract more applicants by displaying videos and images representing Mindtree's culture and best practices. We also created LinkedIn life pages for India, USA and Europe with testimonials, blogs, videos and photos from Mindtree Minds to attract local talent. Our LinkedIn hiring stands at 5% globally.

3. Effective Talent Selection Programs and Methodologies:

Any hiring process attains successful completion after the shortlisting and reviewing of relevant profiles through standard acceptable processes. We have transitioned to digital assessments to improve reliability and enhance decision making. We have also implemented well-recognized and verified assessment instruments for technical, written and spoken English skills. Assessment platforms enables recruiters to make data driven decisions while saving the time of the panelists.

4. Improved Offer Conversion:

With the market being volatile, it is of utmost importance to ensure talents are engaged right from the start. We launched an inhouse SharePoint based application to track all offered talent through the pre-onboarding journey. This brought transparency to data creation, collection, classification and real-time reporting. We also created the Post Offer Process Handbook, calibrated as per the guidelines for standardized workflow. We onboarded experienced professionals and aligned them as POET (Post Offer Engagement Team) leads according to Industry Group/Service Lines. We focused on strengthening the candidate engagement process through calendarized connects with the future minds, interventions from delivery leaders, tech boot camps and engagement mailers, leading to a 41% offer conversion rate for India hires.

5. Developing Best in Class Recruitment Team:

We supported our in-house recruitment team through various learning initiatives to help them enhance their acumen at par with changing market dynamics.

We also partnered with Society for Human Resource Management (SHRM) to run customized blended learning journeys/certification programs. We focused on running the LinkedIn Recruiter Certification Program for Mindtree TA team members.

6. Internal Job Posting (IJP):

Talents are also attracted through internal job rotation. Mindtree Minds are always encouraged to look at role enhancement and opportunities are shared through IJP, facilitating internal job rotation. From a location perspective our focus for the year was on Kolkata and Noida regions.

B. Campus hiring

Our campus hiring strategy has continued to evolve over the years. We hire the best talent by launching a community effort which begins with the right marketing and branding geared to attract the right talent. Campus hiring is an important step for pyramid balancing, maintaining the overall employee cost and to address attrition. This year we took several steps to strengthen the campus intake process to ensure we are getting high quality talent into the organization. We had 6,000 campus hires from 40 colleges with the EDGE hiring number at 1,500. Our campus intake is expected to increase by 30% in FY22-23. This year Mindtree concentrated on building deep engagement focused recruitment model with Tier-I colleges across India. We also looked at partnering with Arts & Science colleges as a decisive strategy for EDGE hiring.

As compared to last year, we have partnered with 100 T-Schools and 75 Arts & Science colleges for deep engagement to build the mindshare brand among students' community. Our aim is also to focus on skill specific hiring for Cloud and Infra (C&I) demand supply through Train & Hire model.

Apart from the above, we are also looking at building University connect programs for deepening our engagements. Some examples are Alumni Coffee connect, Industrial Visit, Credit courses, Partnerships for skill development, Digital Townhall, etc.,

C. Mindtree EDGE

As part of Mindtree's endeavour to create new talent pipeline, Mindtree has launched EDGE Program, one of a kind fully sponsored learn-and-earn program. The program is designed to give fresh MSc, BCA graduates an opportunity to start a thriving career with Mindtree while earning an MTech Degree with BITS Pilani, a globally reputed institution.

Following a three-month training under Orchard learning program, these graduates will work on live client projects at Mindtree and will also be enrolled in BITS Pilani's comprehensive eight-semester, UGC approved MTech program. We hired 1,500 graduates under the EDGE program in current year.

Arboretum

Arboretum is our flagship program, incepted with the very purpose of nurturing our new Mindtree Minds, joining us from pan-India belonging to various backgrounds. Digital Arboretum continues to be a success story as we traversed through the pandemic in FY 2021-22. The essence of our work ethos is felt in every little aspect of the design and implementation of our program.

Our assimilation program is weaved in an organic way to help acclimatize our new Minds to adapt and settle in a seamless manner. The approach is very holistic in nature and growth is intended to be organic. The Digital Arboretum Day-1 program covers essentials to be imbibed for adapting into new work ways, to be aware of People programs, benefits, policies educated by the subject matter experts/ enablers and organization story narrated by Leaders. We then handover our new joiners to their respective Business People Function Representatives and enablers, Talent management partners for further guidance.

As the proverb says, a journey of a thousand miles begins with a single step and Arboretum is the incubation space for all laterals to start their steps at Mindtree to create great stories as professionals and persons.

This year has been remarkable, with some milestone achievements worth celebrating, as we continue to raise the benchmark in creating industry-leading people programs and experiences.

1. High Volume of Joiners

We have seen a spike in the number of joiners with our enhanced hiring strategies. The number of joiners jumped from ~ 900 to 1200 every month and we successfully assimilated them without compromising on the welcoming experience.

2. Unique ingredient

We extended our invite and made sure that our Mindtree family members are a part of the devoted one hour of 'Foster connect', wherein we interact with family members. This is a unique ingredient that makes our assimilation process special. During this session, families share their pandemic stories and their talents, as we provide them with a platform to showcase their personal hobbies.

3. Migration Program: L&T NxT Migration

L&T - Mindtree NxT - Mindtree Integration program was carefully designed keeping in mind sentiments and sensitivity of folks migrating from L&T NxT. A beautifully designed 2 days program focusing on all joiners across competency and special audience program for Leadership team within the group was very well appreciated.

4. Diversity & Inclusivity

We widened our door for all deserving people and our programs too underwent the same. We welcomed our transgender Mindtree Minds in a smooth manner, making them a part of the larger family. This inclusion was deeply admired by many new joiner.

5. C8 inclusion

Generally, Arboretum assimilates C1 to C7 Mindtree Minds. However, in the current year, we have accommodated C8s as well, based on the experiences and request received from new joiners.

6. Managers Assimilation

On demand from Delivery, Arboretum in collaboration with the Quality Function, coordinated and implemented the Managers' assimilation program, curating rich content and a well-designed session plan. The results showcased an overall encouraging satisfaction percentage of 4.6 out of 5, with a good participation percentage of 50% and above. This was leveraged to all PMs, DMs and DPs across function groups globally, covering work tools and methodologies.

7. Arboretum Microsite

We revamped our microsite embracing new content, look and feel - We are Digital Arboretum! It is a one stop space for all to learn on their own by cutting down dependency and encouraging to work independently, with a user-friendly guide.

8. Arboretum Identifier

Our all new identifier marks the new era of digital, as we adopt both high-touch and a high-tech mode. The freshness of our identifier denotes the very theme of Arboretum, creating a viable environment proudly stating 'I belong', 'I connect' and 'We grow'. We have assimilated 11,000 Minds in this financial year, which includes 29 C8 Minds and 6 transgender Minds.

9. Induction experience and 30 day Survey

We run an induction experience survey and a 30-day connect survey to get a pulse of how our new joiners are faring and to help them settle down better. Our induction experience survey had an overall participation percentage of 95.2% and a score of 4.6 (on a scale of 5). Our 30-day connect survey had an overall participation of 96.8%.

We made our onboarding process more exciting by channelizing welcome gifts through third party vendor on the first month of their joining. The team combatted the challenge of supply chain management and ensured all who joined during pandemic scenario received their welcome gift delivered to their doorstep. This helped in improving Mindtree brand image. We evangelize and encourage all new Mindtree Minds to follow Mindtree on the global professional platform LinkedIn. Our team takes pride in reaching 1 Million followers on LinkedIn. This has significance, especially when we see 5% of our total global hires coming from LinkedIn.

Career and Learning: Exploring towards a Goal

At Mindtree, our constant focus remains to enable pathways so that our Mindtree Minds can have a fulfilling career. Technology changes every day and Mindtree is in the midst of this. We are a digital technology-based Company advising our clients on adopting latest technologies. This forces us to discover and develop the skills regularly to stay in business. Each Mindtree Mind is expected to stay at the cusp of change and not be left behind. Our programs help people to understand the technology landscape and develop their skills. Along with technology, comes various needs to help people develop professionally and personally. E.g. business understanding, domains, soft skills, communications, etc.,

Expert Thinking is one of our core values and we expect and drive our Mindtree Minds to stay loyal and true to that value.

1. YORBIT

Our home grown and cloud-based learning platform, Yorbit has been growing in both size and consumption! It now has ~3,400 courses covering 1,200 skills. 122,000 courses have been completed on Yorbit this year and 450,000 courses since Yorbit's inception in 2016. 5.5 Million hours have been spent on learning on Yorbit since its inception. We are offering personalized course recommendations to Mindtree Minds, using a complex algorithm that considers multiple factors, giving them relevant learning recommendations. During the year, we also added many next wave disruptive technology courses in AI, automation, IoT and blockchain. In order to digitize the entire learning experience, we have also created a virtual cloud lab that provides a sandbox environment, allowing our employees to practice the skills as they learn. With this, the learners complete their coding assignments and assessments that are a part of the skill development course. These labs are accessible across the globe, providing maximum flexibility to the learners. This has also helped in taking our virtual learning component to over 8% through our three-levelled courses. Balancing the push and pull factors involved in learning and reducing the learning costs by 50% per course, the modular platform has helped us to reskill, upskill, and cross-skill on a large scale. It has shifted our learning from a transactional mode to a strategic mode, bringing learning into a proactive mode and enabling specificity at account levels. This has proved to be a great tech innovation tool for talent transformation, a great testimony to our current mantra - Digital Inside.

We have partnered with the best learning partners (Coursera, Pluralsight, edX, etc.) to deliver world-class programs for our employees. We have also started Azure Skyline, a focused Cloud Certification training initiative. We have already covered 2,000 unique Minds with 1,300 certification completions as a part of this initiative. 18,000 Mindtree Minds were covered under the Secure Coding skilling during the year, with 15,000 completions so far. We were one of the 'ATD BEST 2021' award winners in the Learning and Development space.

2. Virtual Global Learning Center

The Global Learning Center in Mindtree Kalinga has been designed to create 'Engineers of Tomorrow.' To work in the global, hyper connectivity to the World where everything is touched by technology, an engineer will need a very different mindset and capabilities. At the Global Learning Centre in Mindtree Kalinga, we on-board and train new campus recruits through our 90-100 day on-boarding program 'Orchard'. Since the inception of this program in 2015, 9,500 campus Minds have undergone training and successfully worked in customer projects related to new and emerging technologies. Our mission is to create engineers of tomorrow. As technology took a new turn during the pandemic, we transformed ourselves completely from classroom learning to a digital learning platform. Learners go through a blended learning consisting of live mentor sessions, self-paced courses coupled with assignments, cloud labs, proctored assessments and project work.

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

3. ABC of Leadership

The learning plan at Mindtree level has four categories - role-based skilling, project-based skilling, opportunity-based skilling and skilling for future needs. The future skills are categorized further into leadership, business, technology, engineering and behavior. For each group, there are two kinds of future skills. A set of universal skills such as digital, design thinking, storytelling, data intelligence and a set of specific future skills consisting of emerging technologies and business trends in their domain. For each role and career path, the future skills are identified from these buckets. While Mindtree digital skilling portal has a space exclusively for the employees to get a holistic view of the future skills related to their role/group and create individual learning paths from the related content and courses, it couldn't create the connected, immersive and results driven learning experience needed for delivery leadership whose learning needs lie at the cross section of a variety of skills.

Hence, a unique and innovative leadership program called Ascent (C5 - C6) for Project Managers with 12- 15 years of experience, Blazing Star (C7) for Delivery Managers, 16 to 20 years of experience & Capstone (C8 ) for the role of delivery partners, with 20 years of experience were designed under ABC of Delivery Leadership Capability.

• Ascent: This is a program for Project Managers in the delivery space. Our case study based blended learning program provides participants with in-depth knowledge across project management expertise themes. This eight month long program aids collaboration and peer networking, encouraging discussions on the learnings from their vast project management experience.

• Blazing Star: This is a program for Delivery Managers, providing knowledge-based blended learning to ensure delivery excellence. The program spans five months and nurtures an environment of knowledge exchange regarding various aspects of delivery.

• Capstone: This is a unique and immersive leadership development program for leaders (delivery partners) in the delivery space. It aims to provide participants a platform for multi-dimensional blended learning, experience sharing, and coaching-based best practice applications, over real time delivery problems and issues. The goal of the six month long program in each edition is to produce strong delivery leaders capable of handling large and complex engagements.

4. Developing Leaders of Tomorrow

Our primary leadership development initiative, the Crucibles of Leadership, enables future leaders to build skills and competencies through exclusive access to a catalogue of articles, books, and self-paced courses curated by Harvard Business Publications. This is our flagship program, which aims to institutionalize our leadership development strategy. We aim to discover and design leadership development solutions as well as improve succession management and planning by implementing a nine-box succession planning grid and a balanced and inclusive slating process. To herald in this initiative, we have selected few catalysts who will lead the way in making leadership behaviors an integral part of the Mindtree DNA. Each competency has its own charter built around the 3E's of education, experience, and exposure.

• The Leadership Chronicles is a weekly newsletter series that will supplement our core leadership development initiatives. It aims to position Mindtree, to its internal audience, as a learning-led organization by highlighting the aspirational learning curves of the fifteen selected Catalysts over fifteen weeks.

• The Multi-Source Insights program has also laid the foundation for a culture of continuous learning through anonymized constructive feedback. A report based on analysed feedback from the Mindtree Mind's network group - peers, reportees, and reporting managers - is presented to the Mindtree Mind. This report helps them understand where they stand as leaders and recognizes areas of expertise and improvement thereby creating avenues for growth.

• Additionally, the Falcon program, a unique program that pairs a Mindtree Mind with a seasoned leader, provides deeper insight into what constitutes a typical day for a leader. It helps aspiring leaders realize their potential and prepares them for leadership. Feedback plays a vital role in this engagement and determines the effectiveness of the interaction.

5. Career Compass - Career Architecture Framework

Career Compass is launched with an objective of building matured career framework aligned to business objectives / delivery model. Career Architecture framework will provide clarity and transparency around role requirement, career options, establish linkages to key talent processes - Demand, Fulfillment, Skilling, Rewards, and Performance Management and create a robust competency building program with focus on future skilling. It caters three-pronged benefits:

Above and Beyond: Engagement with a Purpose

Our strategy for engagement focuses on leveraging holistic wellness of our Mindtree Minds across three different pillars: Emotional,

Physical and Intellectual.

1. Delivery Caravan

The program, available to all Mindtree Minds worldwide, included brief connects and large virtual gatherings. Except for the walkathon, all the 'Delivery Caravan' events occurred during business hours. The walkathon was planned out across 14 days, starting on a Sunday, and closing on the subsequent Saturday. The purpose behind these events and the program was to provide the much-needed detox to Mindtree Minds and maintain a healthy one Mindtree feeling with a healthy lifestyle. The details of various connects in the program are as mentioned.

• Coffee with Leader: Establishing a Fluid Texture - These are one-hour sessions where our leaders engage with Mindtree Minds on selected topics. These casual, no-deck connects been a great avenue to enhance employee engagement, improve leadership connect and drive visibility between the management and the employees. There have been six successful connects, which were vibrant and upbeat.

• Delivery Dialog Live: Conversing with Confidence - These are fortnightly conversations where success stories are shared. Employees get to interact, bond over and actively experience cross-department/ function best practices, sharing and discuss innovative approaches.

• Walkathon: Being part of efficiency, the two-week-long walkathon focused on building Competitive Minds, Agility to Change and Physical Fitness. Ten-member diverse groups were formed across the globe. This event encouraged people from all geographies to participate.

• Delivery Detox: Handling Burnout - Delivery Detox was a month-long weekly event divided into (a) tech fun, and (b) reading corner. The major thrust of this event was on respecting perspectives and taking pride in individual initiatives.

• Tech Fun: Having Fun with Technology and Learning the Art of Story telling - The purpose of this initiative was knowledge sharing and continuous learning. Employees came forward with presentations explaining what is new and happening in the tech world. There have been six connects in two months that have been well-received by Mindtree Minds. The impact of the event - we saw more than 3,500 participants, with an average attendance of 300-400 participants.

2. Mindtree Innovate

In Mindtree we practice to make innovation a core priority for our organization. When culture supports innovative behaviours, innovation can occur systematically. Here we have two aspects:

• Mindtree Customer Innovation Council: Most of our customers have expectations of us to innovate more. However, the expectations change with the nature of our engagement with our customers and their innovation focus. Our well-defined Customer Innovation engagement approach addresses these variations along with key KPIs.

• Internal Events to drive new ideas across the internal teams and units. Mindtree Innovate is one of the premier events, it was initiated with the purpose of encouraging a culture of innovation at Mindtree. Employees were encouraged to either showcase their own innovative ideas or collaborate with others on an idea that resonated with them. The program was curated in a way that Mindtree Minds could demonstrate their talent and expertise.

3. Mindtree Conclave

This is a contest that encourages employees to either showcase their own innovative ideas or collaborate with others on an idea that resonates with them. The program is curated in a way that Mindtree Minds can demonstrate their talent and expertise. This was an organization-wide 3-day event conducted with the idea of "Celebrating Mindtree". The themes for the event were Innovation, Awareness and Realization. The first day celebrated innovation, showcasing various initiatives that helped impactful transformations, followed by the final presentations from shortlisted idea owners.

4. CEO Connect

A platform where the CEO and senior leaders connect with the whole Company to give updates every quarter on performance, what to look forward to etc., The focus is to create an open environment to speak without fear, discuss problems/concerns, brainstorm solutions etc.,

5. Engagement Hub (Yammer communities)

At Mindtree, we immediately identified that digital engagement is key, and hence adopted Yammer (a Microsoft product). There was loss of social capital, but through Yammer, we were able to create social osmosis digitally. Different communities are created on different topics relating to tech, processes, hobbies etc., wherein people get together and throw in their ideas and encourage knowledge sharing to arrive at innovative solutions.

6. Mindtree Masterclass

Mindtree Masterclass is a leadership talk series that brings various leaders across the globe who have been experts in their own fields to share their experience, journey and challenges faced. This series has seen gained huge popularity amongst Mindtree Minds and also created avenues wherein they are able to apply solutions and ideas from these leaders who end up becoming unusual sources of learning.

7. Cross functional teams and taskforces

A platform for leaders across different teams and functions coming together to solve issues faced by the organization as a whole. One of the taskforces we came up with is retention council which has representation of leaders from different functions. Focus was to come up with scalable and customized solutions to curb attrition. There were different focus groups created under this - Compensation & Benefits, Rewards & Recognition, Connect, Fun, Communication Awareness and positioning, Pride and showcase, career and growth.

8. Fundo Club

Mindtree's fun team -internally called the 'The Fundo Club', planned various initiatives and engagement programs during the year ensuring a team connect and physical wellness. Some of the programs were Virtual yoga classes, Webinar on health & fitness, engaging family members of Mindtree Minds through various programs, etc.,

9. Mind n Matter

A unique year-long theme-based quiz to expand horizon in knowledge and agility of that which has happened and its happening around the world. It's a yearlong quiz with monthly prelims, and each month's winner moving to semi-finals.

10. Buddy Program

A program to welcome New Mindtree Minds to Mindtree. The program provide New Mindtree Minds their "Go-To" person who will help them understand the process and culture of the organization. The buddies partner with a new Mindtree Mind to help them settle in faster and familiarize them with the Mindtree way of working. The objective is to establish early connect and belongingness to the organization.

11. Amethyst

Mindtree branded merchandise store, which provides an exciting shopping experience exclusively designed for Mindtree Minds. It re-establishes our brand as a harmonious and thriving global hub of forward-looking connections. Using the logo, endows a Mindtree Mind with a sense of responsibility, instills a sense of pride and empowers one to be brand ambassador of the firm.

12. Mindtree Returnship Program

As a part of the "Go To Talent Strategy" one of the pillars focusing on attracting talent by exploring new ways was on-boarding the first cohort for the Mindtree Returnship Program that had 28 returners including 6 men as a part of the Kolkata-location across Java, Dot Net, Testing, Mainframe and PM skills. We had curated specific sessions for this group starting a unique induction experience. The program is structured with a vision to guide the returners to build-on their past experience and hone their skills, while ensuring seamless transition back to the workforce. Through this initiative, we created for them the opportunity of collaborating and continuous learning from highly skilled professionals and grow their career

Engagement during challenging times- Covid Support

We extended to each and every Mindtree Mind all the possible ways of making their lives easier in case of medical issues. For instance, one of our Mindtree Mind was injured during a mishap at home. To help him, the entire team came together to take the Mindtree Mind to the hospital, also helped the person to return home as well. When one of our Mindtree Minds got affected with Covid and required hospitalization, we took care of his family as they didn't have any other support.

Other critical initiatives such as online medical consultations for Mindtree Minds and their families and a comprehensive insurance plan covering COVID-19-related hospitalization expenses were put in motion. Also, we realized that there was a shortage of beds in hospitals, which increased the risk of infection. To combat this, we tied up with large hospitals that had lodges with quarantine facilities and medical facilities in cities where we have our business presence.

1. Doctor on call

Support was extended to Mindtree Minds during pandemic time as social distancing was a norm and they could avail medical advice from the comfort of their home. This was free of cost for first consultation and with a discount for following consultations.

2. Insurance top up

As pandemic continues to challenge the world, it is imperative to take all the efforts needed to keep Mindtree Minds and their families safe. In addition to Mindtree's comprehensive medical insurance plan, we have also introduced Super Top-Up Policy to cover Covid-19 illness.

3. Medical treatment/isolation facilities for Mindtree Minds and their families

We have tied up with isolation facilities to provide quarantine facilities for Mindtree Minds who were not that serious but needed some medical support.

4. Food Delivery Service

In our endeavor to support needs of Mindtree Minds to battle with unprecedented situation Mindtree has tied up with Food Delivery Service 'Higher Taste' by ISKCON to deliver meals to Mindtree Minds who are directly or indirectly affected by the pandemic.

5. Vaccination Drive

Mindtree has conducted vaccination drives in all Mindtree office locations for Mindtree Minds and their family members for free of cost. Mindtree Minds who have availed vaccination from elsewhere could get the cost reimbursed as well.

6. Medical Leave

We stood in support not just with our Mindtree Minds but also with their family. We provided medical leaves for Mindtree Minds not just for themselves but also to take care of their family members affected by COVID.

7. Home Assistance Policy

This policy provided a salary advance for Mindtree Minds who wanted to set up an office at home or create an ergonomic work space. This policy could also be used to buy laptops to support online classes for the children of Mindtree Minds.

Wellness - Stronger Physically, Emotionally and Mentally

The Covid -19 pandemic brought with it a new set of challenges and dealing with them has not been easy. Despite our efforts to stay in the now, we often find our Mindtree Minds oscillating between the past and the future. At Mindtree we understand that all have, in their own way experienced some degree of uncertainty, worry and anxiety. Despite these uncertain times, there are ways to live mindfully and nurture a healthy mind and soul.

1. To guide our employees on this path, Mindtree has introduced the Living Mindfully program to help Mindtree minds learn effective ways of bringing stability, resilience and deep mindset change to deal with challenges in life. Built around two core themes "Calm Mind" and "Mindful life" this program consists of a series of workshops that will address the mental, physical, social and psychological health of Mindtree minds.

Selected leaders had undergone and completed the resilience Mindset journey and become Resilience Coaches at Mindtree who in turn will anchor the program by bringing their valuable experiences of life and knowledge to share with our employees.

2. Live webinars

Webinar sessions were held by expert medical practitioners on healthy lifestyle and what to expect with rise in omicron variant.

3. SmitFit

An app that chalks out a health and wellness plan for our Mindtree Minds. There are a range of services provided from personalized plans and goals, dedicated health coaches, nutritionist, yoga, meditation, health tracker, etc.,

4. Men's health Sessions

Dedicated session for men by a leading oncologist to shed light on aspects of men's health that are commonly overlooked, particularly the prevention and treatment of prostate cancer.

5. 1 to 1 help

To help our Minds deal with various work-life challenges like stress, anxiety, parenting, relationship issues, etc., Mindtree has partnered with an external vendor to provide professional counselling and awareness sessions, free of cost.

6. #BetheGiveR

To make a difference to the society and community we live in, Mindtree has initiated #BetheGiveR. Under this umbrella, there are multiple initiatives aimed at empowering the marginalized sections of our society through education, upliftment of persons with disability and sustainable livelihood. One such initiative under this ambit was where Mindtree Minds could enable and educate children of their domestic help with a refurbished laptop for online education and their overall development. In addition, Mindtree Minds wholeheartedly donated towards Mindtree's effort to support various COVID-19 related causes.

7. Personalized Communication

Mindtree's leadership expressed their gratitude to each and every Mindtree Mind and their family by sending a personalized thank you note and a goody bag for their contribution rendered throughout the year.

Appreciation - Our culture of Rewards and Recognition

Mindtree's Reward and Recognition program aims at driving a high-performance & appreciation culture with a focus on demonstrating our values as everyday behaviour. The Rewards and Recognition framework has been designed to strengthen the ways by which Mindtree Minds can recognize and appreciate each other. The framework is supported by a platform which hosts a suite of options like internal social recognition, dashboards and a rich user experience.

The key elements of the Reward and Recognition program are to:

• Provide managers a platform to appreciate and recognize the efforts of individuals and teams instantaneously.

• Drive the power of peer-to-peer recognition by encouraging Mindtree Minds to acknowledge, recognize and appreciate each other.

• Reward high performers both as individuals and teams.

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

• Crest Awards

Our quarterly awards recognizing individual and team excellence for significant contributions in a quarter. Till date we have 197 Mindtree Minds and 765 Teams chosen as winners across all industry and service line groups.

• SpotOn Awards

To foster the spirit of instant recognition and rewarding performance in real time, the SpotOn awards has 3 main categories. Mastermind which applauds a Mindtree Mind who has demonstrated expertise, Hatsoff which recognizes Mindtree Minds for a job well executed and A-Team for teams with deliverables resulting in high customer satisfaction and displaying exemplary team spirit. Combining all these categories we have a total of 48,338 Spot Ons awarded in this financial year.

• Gracias

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

• Pinnacle

Mindtree's Pinnacle Awards celebrate the extra ordinary contributions of Mindtree Minds. A Pinnacle is the highest point of success that can be achieved. The Pinnacle Awards recognize Individual and Team achievements in all domains providing a level playing field for all Mindtree Minds to compete for the top honors.

Team awards were given under categories Best Delivery Project, Best Frontier Project, Best IG/SL and Best Enabling Function to recognize them in their respective field of expertise. There were 8 individual award categories, which included:

• Rain Maker recognizes a Mindtree Mind who has identified, converted and shaped a business opportunity and is responsible for its growth.

• Enterprise leader recognizes a Mindtree Leader for significant business contributions & having an organization wide impact.

• Inspiring Manager recognizes a Mindtree Manager for Outstanding People Management skills.

• Delivery champion recognizes a Mindtree Mind for outstanding contribution in a delivery role.

• Rising star recognizes Mindtree Minds in the early stages of their careers for their excellence.

• Business enabler recognizes a Mindtree Mind for achieving excellence in an enabling function and having a significant business impact.

• Expert recognizes a Mindtree Mind for subject matter expertise resulting in significant business impact.

• Cultural ambassador recognizes Mindtree Mind/s who live by the organization's values and are known to be Mindtree's Cultural Ambassador.

Diversity & Inclusion

At Mindtree, we believe that diversity in talent is a key driver for success. We constantly focus on creating an environment that promotes a sense of belonging for everyone. As an equal opportunity employer, Mindtree promotes equal employment opportunity to all employees and applicants, without regard to age, race, caste, language or regional affiliation, physical disability, religion, gender, sexual orientation, marital or condition of pregnancy. Our diversity and inclusion charter focuses on four pillars - Ethnicity/Nationality, Disability, Gender and Sexual orientation that we call EDGES.

Our diversity and inclusion (D&I) brand identifier 'In Harmony' emphasizes on creating an environment where unique persons of varied ethnicity, nationality, abilities, gender, and sexual orientation, can come together 'In Harmony' to redefine possibilities.

1. Women Workforce

Over the past 15 years, the organisation has made several strides to increase its women workforce from 16% in 2004 to 32.3% in 2022. Our vision of 40x30 is to have 40% of women representation by the year 2030.

• Our women community at Mindtree have been named Athena reflecting the indomitable spirit, intelligence, understanding and creativity as our women progress in their chosen field. The Athena community fosters the spirit of togetherness at work.

• Women Wednesdays are a special get together hosted where women leaders share their life journey and experiences and candidly guide fellow community members.

2. Pride Month

At Mindtree, we foster LGBTO inclusion at the workplace. We were vocal about our support for the LGBT community through the Pride Month. We invited eminent speakers from the LGBT community for interactive discussions who shared the importance of

building inclusivity. We also introduced a virtual 101 course called LGBT Making Way For All which we encouraged the whole organization to take up.

To bespeak our commitment, we partnered with an external partner that specializes in attracting talent in transgender community. We are happy to have on boarded 6 trans persons at Mindtree and provide them a safe space at work and to grow with the Company. We have conducted sensitization workshops for the teams to help them become more aware of their surroundings and create a transinclusive workplace. We are also ensuring that our policies are gender neutral. As a first for us we have also ensured that our medical insurance coverage will now cover the needs of trans persons.

3. International Men's Day

In the true spirit of inclusion, we celebrated International Men's Day as well. We had set-up a page with e-greeting cards for the occasion. We had close to 2,000 greetings being exchanged on the day. We also had a senior oncologist share a talk on Men's Health during the month.

4. International Day for Persons with Disabilities

During December 2021, we had our virtual event Mindtree Conclave where we had virtual booths for Diversity & Inclusion. We used this event to also build awareness on disabilities, support that Mindtree provides as well as the work that Mindtree Foundation does towards this. Our Diwali hampers this year were also sourced from an organization that works to support the livelihood of differently abled people. We also held an awareness session on Inclusion - a mindset where we had a senior consultant talk to us about Inclusion and Accessibility and what it means to design with inclusion in mind.

5. Focused Learning & Development Initiatives

It is imperative to ensure employees are encouraged to keep up with today's dynamic tech environment. In our endeavour to nurture and enable women to grow in their career at Mindtree, we have some key initiatives targeted towards our women workforce.

• Women Tech Trailblazer: To enable women to look at technology as a long-term career there is a focus on continual skilling to allow them to keep abreast of the changing technology landscape. While technology skilling is very important, life skills or coaching is equally important to help women succeed.

• Focused Leadership Program - She WILL: 'She WILL' (Women in Leaders League) initiative is targeted towards senior women leaders in our Company. This program promotes a gender sensitive and inclusive work environment. It aims to have a significant impact on the women leadership roles that addresses the needs, specific to the development, engagement, growth and retention of women, and promote a workplace culture where the potential of women employees is leveraged and every woman feels valued, heard and fully involved with the company. With a 1:1 sponsor from senior leaders, this program is designed to gain insight, skills and exposure to develop leadership skills.

• MIND - Mentoring In New Dimension: Structured Mentoring initiative for high performing women at mid management level. Mentorship has proven to be a valuable asset in a professional career. The benefits of mentorship include building social capital, honest feedback, and opportunities to develop and grow professionally.

• Unconscious Bias Program: We are all subject to unconscious bias on a daily basis. This is common to all and is our normal mechanism of coping with the over-abundance of the information available. Our brain makes quick connections and inferences. Unfortunately, this is not always the best inference and if we are not careful can lead to bias at the workplace which can lead to an unhealthy work environment. Bias based on gender, conformity, affinity, attractiveness are a few common ones that we face. Understanding these biases and creating an awareness of it, allows us to respond in a meaningful way rather than react instinctively.

Performance and Talent Management

Mindtree's performance philosophy aims to bring out the best in Mindtree Minds through continuous evaluation and developmental feedback. Mindtree's performance management system and process are focused on creating empowered and motivated talent pool. It caters to consistent goal management, continuous performance management, career development of the individual and is a sharper measure of performance. Focus on continuous feedback is heightened as it provides a real-time, forward-looking opportunity for Mindtree Minds to reflect on their performance so far. The 3-pointer rating scale as Top Talent, Valued Talent and Developing Talent has been retained and continues to bring in ease and clarity to the performance management process.

• The Career Compass program has been initiated which will focus on establishing a synergy between the organization and the Mindtree Minds keeping the aspirations of the Mindtree Minds at its core. The career framework outlined through this program is designed to meet the needs of the customers while offering Mindtree Minds a variety of career options in the direction they chose to progress.

The creation of digital profiles for Mindtree Minds has commenced, these digital profiles ensures that skill and experience data is captured dynamically and is the data hub of the career compass program. It is a step in the right direction of our overall design change paving to role based and continuous assessments covering performance and capability.

• Top Talent Initiative: At Mindtree, the Top Talent Initiative (TTI) has been conceptualized to spend dedicated time in nurturing and engaging the top talents with an intent to provide a meaningful career journey for them. As part of this initiative, our focus is on 3 areas which are cumulatively called - CwC (Career-Wellness-Connects).

Compensation & Benefits

Mindtree's rewards and benefits programs are designed to differentially recognize Mindtree Mind's performance, expertise and potential to attain business goals while remaining competitive and equitable. In this era where there is a war for talent, our investments focus on retaining and attracting in-demand niche skills, campus talent, establish gender pay parity, keep in check internal disparities & compliance with trending employee, employer regulations. Our variable compensation structure is aligned to business growth and goals and aims at ensuring higher cashflow in the hands of Mindtree Minds. The variable compensation plan for Mindtree Minds in sales, middle & senior management roles aim to foster desired behaviors & outcomes such as profitable growth, revenue, annuity business, strategic deals, delivery excellence, customer satisfaction & collaboration. During the year, in our endeavour to provide long-term incentive instruments, facilitate ownership and provide Mindtree Minds an opportunity for long term wealth creation, ESOP plans were rolled out and this year saw a wider coverage than the previous years. In order to stay competitive and an employer of choice we gather market intelligence and insights in total rewards area to support our broader talent strategy and to tap new markets continuously. We have ensured to enrich our benefit offering through pension plans, enhanced insurance coverages and life insurances to name a few. Policies like flexible holiday calendar which allows people to choose their holidays from a list, gift a leave policy which allows people to gift leaves to a colleague who may be in need, policies to secure better financial future of our people & their family put us as a forerunner in this space. During pandemic, we ensured our Mindtree Minds were able to care for their ailing family members by providing time off for caring of family members affected by COVID. We continue to provide company funded COVID insurance programs.

External Awards

At Mindtree we have always prided ourselves on going above and beyond. One such area is participating in external forums, platforms and awards to showcase our best-in-class people programs and initiatives. This year too we had a couple of feathers in our cap. These recognitions reminded us why our work matters and how it makes a difference in the bigger picture.

We are proud to have received the following awards:

• Great Place to Work certified - India (July 2021-July 2022)

• Great Place to Work - Best Leadership in Crisis (August 2021)

• Brandan Hall Excellence Awards (August 2021)

Ý/ Human Resources - Best Advance in HR Data Analytics

Ý/ Leadership Development - Best Unique or Innovative Leadership Program

Ý/ Human Resources - Best Benefits, Wellness and Well-Being Program

• India's Best Workplaces for Women - Top 50 Large Companies (September 2021)

• Great Manager Awards by Economic Times Ý/ TA Pai Young HR Leader (October 2021)

Ý/ Great Managers Awards | Top 75 managers (December 2021)

• SHRM HR Excellence Awards 2021

Ý/ Excellence in Managing the Hybrid Workplace - The HR Lens (December 2021)

• Business World HR 40under40 | Celebrating Top 40 Under 40 in Human Resources (February 2022)

Headcount

The total number of Mindtree Minds including subsidiaries as on March 31, 2022 was 35,071 as against 23,814 as on March 31, 2021.

Awards and Recognitions

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

• Won the 'Silver Shield' for Excellence in Integrated Reporting from ICAI for 2020-21.

• Won the Platinum Award at the League of American Communications Professionals' Annual Report Competition for 2020-21.

• Named Leader in the Everest Group Duck Creek Services PEAK Matrix® Assessment 2022.

• Received ICAI 'Special Recognition' Plaque Award 2020-21 for Reporting on Gender Equality.

• Named Global 'Supplier Engagement Leader' by CDP.

• Won Servicenow's Emerging Service Provider Partner of the Year 2022 - Americas.

• Listed in FTSE4GOOD Index Series.

• Named Major Contender in Everest Group PEAK Matrix® for Internet of Things (IoT) Supply Chain Solution Providers 2022.

• Honored with 'Special Recognition' at the SHRM HR Awards 2021 for Excellence in Talent Acquisition.

• Won Best in Biz Award 2021 in North America.

• Named Major Contender in Everest Group PEAK Matrix® for Data and Analytics Service Providers 2021.

• Honored with the ESG India Leadership Award 2021 for Board Independence by India's first ESG rating Company.

• Recognized as one of India's Best Workplaces™ for Women 2021 by Great Place to Work®.

• Won the first place in Microsoft's Hybrid Work Hackathon 2021.

• Won three Brandon Hall Group Human Capital Management Excellence Awards 2021.

• Named a Major Contender in Everest Group PEAK Matrix for Application and Digital Services among Global Banking Service Providers.

• Certified as a Great Place to Work® in India.

Directors' Report

• Positioned as Major Contender in Everest Group Application and Digital Services for Capital Markets PEAK Matrix Assessment.

• Positioned as Major Contender in Everest Group Application and Digital Services in Life and Annuities Insurance PEAK Matrix Assessment.

• Recognized with 2021 ISG Digital Case Study Award™.

• Mindtree among the UK's top companies in customer satisfaction according to the 2021 IT Sourcing Study.

• Named leader for mainframe transformation services in ISG Report on Mainframe Services & Solutions 2021 (US).

• Named Leader in ISG Provider Lens™ Quadrant Report on Salesforce Ecosystem Partners 2021 (US).

• Won the Golden Peacock award for Corporate Social Responsibility from the Institute of Directors.

• Named Winner at BW HR Excellence Awards for outstanding contribution to the HR Industry.

• Named "Best Employer for Women" by The Associated Chambers of Commerce and Industry of India (ASSOCHAM).

• Won two awards at the People First ACE Awards 2020 presented by the National HRD Network.

Branding

A digital transformation partner to some of the world's most pioneering enterprises, Mindtree brings extensive domain, technology and consulting expertise to help reimagine business models, accelerate innovation and maximize growth. Mindtree's identity, value and beliefs are echoed through our brand, which in turn, has been pivotal in helping us attain greater growth and success.

Our brand values are reflected in our Work Ethos, a cornerstone that each Mindtree Mind is expected to exhibit in their daily working life. The Work Ethos is built on the following four pillars:

• Anchored by Purpose

• Caring for People

• Learning with Curiosity

• Delivering Ambitious Results

At Mindtree, we aim at delivering long-term and lasting impact to our stakeholders, and balance all their interests. As Mindtree Minds, we also ensure that we collaborate and support each other to win, and are open, fair, empathetic and humble. Learning is a key aspect - we nurture and grow our capabilities, and learn from both successes and failures. We also welcome diversity of people and ideas, and empower them. Finally, and most importantly, we don't rest until the problem or issue at hand is solved.

Elevating Mindtree's brand aesthetics is a continuous process, with an optimal mix of public relations, social media, advertising, and digital marketing. Our website is an important tool for lead generation, and to drive sales, and is optimized across all digital devices. Our social media strategy echoes Mindtree's values, and is ably supported by focused advertising campaigns.

Dividend

The details of Dividend declared/recommended for the FY 2021-22 were as follows:

(i) The Board of Directors at its meeting on October 13, 2021, declared an interim dividend of ' 10/- per equity share of face value of ' 10/-each. The above dividend was paid to the Shareholders on November 1, 2021;

(ii) Further, the Board at its meeting on April 18, 2022 has also recommended, a final dividend of ' 27/- per equity share of face value of ' 10/- each for the financial year ended March 31, 2022, which will be paid on obtaining the Shareholders' approval at the Twenty Third Annual General Meeting. The final dividend, if approved, will be paid on or before July 29, 2022.

The dividend payout amount for the current year is ' 4,531 million as compared to ' 2,881 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. The Dividend Distribution Policy 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 on the profits and investment opportunities of the Company.

Deposits

Your Company had not accepted Deposits from the public any time and hence no opening balances of Deposits. Further, your Company has also not accepted any Deposits during the financial year 2021-22 and as such, no principal or interest were outstanding as on March 31, 2022 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 ' 26,882 million as on March 31, 2021 to ' 32,885 million as on March 31, 2022. The balance funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds.

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

Business Responsibility & Sustainability 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 for creating long-lasting value on Triple Bottom Lines (People-Planet-Profit) for all stakeholders.

As a believer in the principle of transparency, Mindtree has published its Business Responsibility Report, as a part of its Annual Report every year in the past. In its place, this year, on voluntary basis, in accordance with the LODR Regulations and the National Guidelines on Responsible Business Conduct (NGRBC) guidelines as established by the Ministry of Corporate Affairs (MCA), Government of India, Mindtree is publishing its Business Responsibility & Sustainability Report (BRSR) and is a part of this Annual Report.

BRSR brings in greater transparency and enable market participants to identify and assess sustainability-related risks and opportunities, with disclosures about overview of the Company's material ESG (Environmental, Social and Governance) risks and opportunities, approach to mitigate or adapt to the risks along with financial implications of the same.

Subsidiaries

Your Company has two subsidiaries as on March 31, 2022. In accordance with Section 129 (3) of the Act, a separate statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is given in Annexure 1.

In accordance with Section 136 of Act, the annual report of your Company containing inter alia, financial statements including consolidated financial statements, has been placed on our website: https://www.mindtree.com/about-us/investors. Further, the financial statements of the subsidiaries have also been placed on our website: https://www.mindtree.com/about-us/investors.

Investor Relations

Your Company has an effective Investor Relations Program through which the company continuously interacts with the investor and analyst community through various communication channels such as Quarterly 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 quarterly results, transcripts of earnings calls and other critical information is made available at the Investors section of the Company's website. 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 worldwide currently uses overall 2,472,720 square feet space consisting of 22,121 seats. Out of which 19,767 seats spread across various locations in India, apart from Mindtree Kalinga-training for 500 campus minds measuring about 302,000 square feet. Expansion Residential facility of about 240 beds (70,000 square feet) is ready. This will help to meet increased training requirement.

Fit out works at new office premises in Kolkata and Pune with 553 and 345 seats respectively is under progress. Mindtree has offices at multiple locations in USA, Europe, APAC and the Middle East regions consisting of about 2,354 seats all together. Mindtree has sufficient capacity to meet its growth needs over short and medium terms.

Your Company has prioritized adopting Sustainable best practices in accordance with LEED green building design for creating & maintaining workplace infrastructure projects.

Directors' Responsibility Statement

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

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

2. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Board of Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

5. The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

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

Directors and Key Managerial Personnel (KMP)

The Board of Directors of your Company comprised of Eleven Directors, viz., Non-Executive Chairman, Non-Executive Vice Chairman, two Executive Directors, one Non-Executive Director and six Independent Directors including two women Directors as on March 31, 2022. 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. Venugopal Lambu (DIN 08840898) and Mr. A M Naik (DIN 00001514) retire by rotation and being eligible, offer themselves for reappointment at the ensuing Twenty Third Annual General Meeting.

The following were the changes to the Board and KMP:

Mr. Dayapatra Nevatia, Executive Director and Chief Operating Officer of the Company has resigned and his last working day was January 3, 2022.

Further, Mr. Prasanna Rangacharya Mysore, Independent Director of the Company ceased to be Director with effect from April 1, 2022 on completion of his tenure.

Criteria for the appointment of Directors

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

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

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

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

Nomination and Remuneration Policy

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

The Nomination and Remuneration Policy has been updated on the website of the Company at : https://www.mindtree.com/sites/default/files/2020-11/Nomination-and-Remuneration-policy.pdf.

Details of Remuneration to Directors

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

The Company has received necessary declaration from the Independent Directors as required under Section 149(7) of the Act and LODR Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of LODR Regulations.

Independent Directors' Meeting

Independent Directors met four times during the financial year 2021-22. These meetings were held on April 27, 2021, July 13, 2021, October 13, 2021 and January 13, 2022. In the said meetings, the Independent Directors reviewed the matters as required under the LODR Regulations and that of Act. Action items, if any, were communicated to the Executive management and tracked to closure to the satisfaction of Independent Directors.

Board Evaluation

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

The performance of the Board was evaluated on the basis of various criteria such as composition and functioning of the Board, information flow between management and Board and its dynamism, effective participation in deliberations, strategic issues, flow of agenda and other related papers, updating the Board with the outcome of meeting of board committees, remuneration framework for Independent Directors, etc.,

The performance of the Committees was evaluated after seeking the inputs of Committee members on the criteria such as composition and structure of Board committees, their functioning and effectiveness, conduct of meetings, understanding the terms of reference, Independence, flow of agenda & other related documents, etc.,

The performance of the individual Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated. The evaluation was based on the criteria such as Director's knowledge/information about the Company's business, business model and strategy, participation & contribution at Board /Committee meetings, adequate disclosure /conflict of interest, etc.,

The performance of the Board Chairman was evaluated after seeking the inputs from all the Directors other than the Board Chairman about the criteria such as vision for the Company, standards of Board's governance, experience and knowledge, interests of shareholders, other stakeholders and the Company during discussions and while taking decisions at the Board meetings, oversight on the business of the Company, etc.,

The performance evaluation further included, evaluation of Board Members against the list of core skills/ expertise/ competencies for the effective functioning of the Company. The names of Directors who have such skills/ expertise/ competence is provided in detail in Corporate Governance Report.

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

Number of meetings of the Board

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

Committees

The following are the details of the Committees during the Financial Year 2021-22:

1 Audit Committee

2 Nomination and Remuneration Committee

3 Stakeholders' Relationship Committee

4 Risk Management Committee

5 Corporate Social Responsibility Committee

6 Foreign Exchange Hedging Committee

7 Strategic Investment 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

Your Company has a Whistle blower Policy and has established the necessary vigil mechanism in accordance with the Act and LODR Regulations. The Company's vigil mechanism /Whistleblower Policy aims to provide the appropriate platform and protection for Whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including the Integrity Code, Code of Conduct for Prevention of Insider Trading, Code of Fair Practices and Disclosure. All employees and Directors have access to the Chairperson of the Audit Committee. Mindtree investigates such complaints speedily, confidentially and in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained. The details of the Whistle blower Policy are explained in detail in the Corporate Governance Report.

Code of Conduct for Prevention of Insider Trading in Mindtree Securities

The Company has formulated Code of Conduct for Prevention of Insider Trading in Mindtree Securities (PIT Code) to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and prevent any insider trading activity by dealing in shares of the Company by its Designated Persons and their immediate relatives. Mr. Subhodh Shetty, Company Secretary acted as the Compliance Officer under the PIT Code.

Related Party Transactions

All related party transactions were entered into with the prior approval of the Audit Committee. During the financial year 2021-22, all the transactions with related parties were entered into at arm's length and in the ordinary course of business and none of such related party transactions required the approval of the Board of Directors or the Shareholders as per the Act or LODR Regulations. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large.

The revised Policy amended as per the LODR Regulations is available on the Company's website and can be accessed at https://www.mindtree.com/about/investors/policies/policy-determining-material-related-party-transactions

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

Litigation

There were no outstanding material litigations as on March 31, 2022. Details of litigations on tax matters are disclosed in the financial statements.

Details of unclaimed shares

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

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

Dividends unclaimed for a period of seven years amounting to ' 2,259,808/- were transferred to the Investor Education and Protection Fund Authority during the year in accordance with the provisions of the Act. The details of the consolidated unclaimed/ unpaid dividend as required 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 Twenty Second Annual General Meeting held on July 13, 2021) have been uploaded under the Company website: https://www.mindtree.com/about/investors/unpaid-dividend-information.

Attention is drawn that the unclaimed/ unpaid dividend for the Financial Years 2014-15 (Final), 2015-16 (First Interim), 2015-16 (Second Interim) and 2015-16 (Third Interim) is due for transfer to IEPF during July 2022, August 2022, November 2022 and February 2023 respectively. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/ Company's Registrar and Share Transfer Agent, Link Intime India Private Limited.

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

Pursuant to the provisions of the Act, read with the Investor Education and Protection Fund Authority Rules (IEPF 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 50,342 equity shares in favour of IEPF Authority.

Particulars of Employees

Information as required under the provisions of Section 197 of the Act, Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure 3 to the Directors' Report. There were no employees who were employed throughout the financial year or part thereof, who were in receipt of remuneration in excess of that drawn by the Managing Director or Executive Director and held by himself/herself or along with his/her spouse and dependent children, more than two percent of the equity shares of the company. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees posted and working outside India not being Directors or their relatives, drawing the salary in excess of the prescribed limits under the above Rules shall be furnished to the Registrar of Companies. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

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

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

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

2. All new joiners are trained 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 registered 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 is the summary of the complaints received and disposed during the Financial Year 2021-22:

In India

a) No. of Sexual Harassment complaints received: 4

b) No. of Sexual Harassment complaints disposed: 4

c) No. of complaints pending for resolution for more than ninety days: Nil Rest of the World

a) No. of Sexual Harassment complaints received: Nil

b) No. of Sexual Harassment complaints disposed: Nil

c) No. of complaints pending for resolution for more than ninety days: Nil

Modern Slavery statement

Your company has published Board approved Modern Slavery statement pursuant to Section 13 and prepared in accordance with section 16 (Mandatory criteria for modern slavery statements) of the Modern Slavery Act 2018 of Australia and pursuant to Section 54 of the Modern Slavery Act 2015 of United Kingdom.

Risk Management

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

• ISO 31000

• COSO

• IRM Risk Management Standard

The Chief Risk Officer (CRO) is the custodian of the Mindtree ERM Framework. The CRO is supported by the Enterprise Risk Management team which monitors the internal and external environments to identify risks and opportunities as part of the framework. Oversight of the ERM framework is provided by the Risk Management Committee of the Board of Directors which also monitored Mindtree's pandemic response program. The Audit Committee of the Board monitors effectiveness of risk management systems. Detailed report on Risk Management is disclosed separately in this Annual Report.

Employee Stock Option Plan and Employee Stock Purchase Scheme

During the year, your Company has formulated new Employee Stock Option Plan (ESOP 2021). The Company has granted stock options to eligible employees under the ESOP Plan 2021. The Company had also granted shares under Employee Stock Purchase Scheme namely Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS or ERSP 2012).

The ESPS /ERSP 2012 and ESOP 2021 are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("Employee Benefit Regulations") and there has been no material changes to these approved plans during the Financial Year 2021-22. The summary information of ESOP 2021 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.

Details related to ESOP 2021 and ESPS/ ERSP 2012, as required under Part F of Employee Benefits Regulations are available on the Company's website: https://www.mindtree.com/sites/default/files/2019-06/details-under-sebi-share-based-employee-benefits-regulations-2014.pdf. No employee was granted options/shares under ESOP 2021 and ESPS/ ERSP 2012, during the year equal to or exceeding 1% of the issued capital.

The Certificate from Secretarial Auditor of the Company as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and any amendments thereto, with regard to Company's Employee Stock Option Plan 2021 (ESOP 2021) and Mindtree Employee Restricted Stock Purchase Scheme (ESPS/ERSP 2012) is provided as Annexure 9 to this Report.

Corporate Governance

Good corporate governance is about enhancing value for all our stakeholders. Mindtree believes good corporate governance is a key driver in building sustainable corporate growth and maintaining trust and adding value to all our stakeholders i.e. investors, employees, shareholders, customers, suppliers, environment and the community at large. Ethical business conduct, integrity and commitment to values, which enhance and retain stakeholders' trust are the hallmarks of Mindtree's good corporate governance. The Company conducts business deploying the highest standards of personal and corporate codes of practice, an undeterred zero-tolerance approach, exemplary governance, ethics, honesty, integrity, compliance to all applicable laws, regulations, directives, and adherence to sustainability standards, frameworks and global benchmarks. A detailed report on Corporate Governance is a part of this Annual Report. Auditor's Certificate on Corporate Governance obtained from Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.008072S) for compliance with LODR Regulations, is provided as Annexure 8 and is a part of this Report.

Management Discussion and Analysis Report

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

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

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

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

Sustainability and Green Initiatives

Mindtree has business responsibility in its DNA. Our sustainability framework has three pillars: ecological stewardship, workplace sustainability and ethical governance, each strengthened by a set of policies, management systems and tracking mechanisms for impacts. Our CSR initiatives complement these impacts.

Our ecological sustainability pillar stands strong on our efforts and initiatives in Greentech innovation, resource efficiency (in water, energy and containing emissions and waste) for ecological impacts, and green buildings. Closely integrated with business strategy, these endeavors bring double benefits to our business as well as the planet.

For several years, we have been aligned to global frameworks such as Carbon Disclosure Project (CDP), United Nations Global Compact (UNGC), Sustainable Development Goals (SDG), Global Reporting Initiative Standards (GRIS), and International Integrated Reporting Council (IIRC).

In the current year, in addition to continuing on our above commitments, we received recognition and validation for our sustainability performance in several ways. Our achievements in this year include: EcoVadis (Silver), CDP ('A Minus' in climate change and A with placement on global Supplier Engagement Leadership Board), MSCI (AA), Leader in ESGRisk.ai, CRISIL, IIFL.

FTSE4Good Emerging Markets Index Series inclusion was another milestone for Mindtree.

Recognition for our workplace excellence came in the form of Great Place To Work (GPTW) and Best Workplace for Women. We also received Plaque special recognition for Gender Equality by ICAI International Sustainability Reporting Awards.

We have laid out bold aspirations that will direct us to the ESG commitments we have set out to achieve through 2030.

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.

Corporate Social Responsibility Initiatives

As part of its Corporate Social Responsibility (CSR) initiatives, your Company has undertaken several projects in accordance with Schedule VII of the Act. Mindtree implements its CSR initiatives via two channels:

S Directly by Mindtree

S Through Mindtree Foundation

Further, Mindtree's CSR initiatives primarily focus on programs that

• Benefit the differently-abled: To provide medical intervention, continuous education and create equality by enabling people with disabilities, to lead a normal life;

• Promote education: To provide education, employment enhancing vocation skills especially among children, women, elderly, and the differently abled to sustain and live independently;

• Create sustainable livelihood opportunities: To enable and empower the underprivileged to have a dignified lifestyle;

• Promote health: To provide medical support to deserving people and promote health care including preventive health care;

• Skill Development: Training for skill development;

• Training para-athletes for competitive sports and to promote rural sports;

• Eradicating hunger, poverty and malnutrition, sanitation and making available safe drinking water;

• Environmental sustainability: Ensuring environmental sustainability, ecological balance, protection of flora and fauna including afforestation, restoring water bodies, animal welfare, agro-forestry, conservation of natural resources and maintaining the quality of soil, air and water;

• Protecting National Heritage and Culture: Protecting national heritage, art and culture, including the restoration of buildings, sites of historical importance and works of art;

• Gender Equality and Empowerment of Women: Promoting gender equality, empowering women, setting up homes for women and orphans; setting up old age homes, day care centres and other similar facilities for senior citizens; and adopting measures for reducing inequalities faced by socially and economically backward groups;

• Further, support the CSR programmes at L&T Group level where applicable.

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

Auditors

Statutory Auditors

Your Company at its Twenty First Annual General Meeting held on July 14, 2020 had reappointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) as Statutory Auditors of the Company for a period of 5 consecutive years i.e., from the Twenty First Annual General Meeting till Twenty Sixth Annual General Meeting at a remuneration as may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

Internal Auditor

The Company has appointed M/s. KPMG Assurance and Consulting Services, LLP as the Internal Auditor of the Company.

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 (CP No. 6450), Practising Company Secretary.

Auditor's Report and Secretarial Audit Report

There are no qualifications, reservations or adverse remarks in the Statutory Auditor's Report and Secretarial Audit Report for the Financial Year 2021-22. Statutory Auditor's Report is enclosed with the financial statements in the Annual Report. The Secretarial Auditor's report is annexed as Annexure 7 and is a part of this report.

Reporting of frauds by Auditors

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

Quality Initiatives and Certifications

Mindtree continues to have a unique way of defining its quality processes. Our process methodology is context-composed; we work closely with customers to understand the unique 'value' expected from each engagement, and then tailor our processes to enable the realization of that value. Mindtree understands the drawbacks of a "One Size Fits All" approach and hence we carry out a detailed Engagement Strategy prior to start of every engagement. Our process methodology is context-composed; and we work closely with customers to understand the unique "value" expected from each engagement.

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

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

Mindtree adopted the Capability Maturity Model (CMM) family since early 2002 and embarked on the CMMI-DEV and SVC Level 5 journey to enhance project management and engineering capabilities and to bring in continuous improvements in the organization.

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

Mindtree is a very active user of ISO standards and has been certified by adopting one-of-its-kind integrated audit approach. Mindtree is certified for Quality Management System ISO 9001:2015, ISO27001 -Information Security Management, ISO 27701 - Privacy Information Management, ISO 200001:2018 - IT Service Management system, ISO 14001 - Environmental Management System, ISO 45001 -Occupational Health and Safety, ISO 22301 - Business Continuity Management.

Mindtree is also compliant to Payment Card Industry Data Security Standard v 3.2.1 (PCI DSS) and SSAE 18 (Type 2 & ISAE 3402 Type 2 Report 2 and SOC2 Type2). SOC1 reports address the internal controls over financial reporting and SOC2 is based on trust principles. The SOC2 report focuses on a business non-financial reporting controls as they relate to security, availability, processing integrity, confidentiality, and privacy of a system. Mindtree undergoes these assessments every year.

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

Customer Satisfaction is the primary business objective of Mindtree. To ensure completeness of understanding customer's experience of our services, Mindtree has two levels of feedback surveys - CES and PFS.

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

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

FY'22 Customer Experience Survey scored over 5.89 on a scale of 1-7

The criteria of Satisfaction, Loyalty, Advocacy, and Business Value for Money displayed high outcomes, denoting relationships have become stronger and deeper throughout the years, thanks to our initiatives across people management, operational and delivery excellence. The excellent results across all facets of the survey, which recorded a high score across both response and rating, are clear evidence of the dedicated efforts of our teams and our disciplined execution. This was possible because:

• Our top brass were active sponsors for key accounts.

• We attained our goals of profitable growth through customer stickiness which is a result of our commitment to customer satisfaction.

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 the scope and authority of the Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and the necessary corrective actions are presented to the Audit Committee.

The internal financial control framework design ensures that the financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting. At regular intervals, internal teams test identified key controls. The internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory 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 2021-22.

Audit Committee Recommendation

During the year, all recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as mentioned in the Corporate Governance Report.

Compliance Monitoring System

Your Company believes that good statutory compliance system is essential requirement for the successful conduct of business operations and high standards of corporate governance. The Company ensures that appropriate business processes and adequate tools are in place for adherence with all the statutory obligations and has a framework on "Global Compliance" which outlines the Company's requirement of compliance under various regulations across the locations in which the company conducts its business. Under this framework, identified key stakeholders across business units, corporate functions ensure and confirm compliance with the provisions of all applicable laws on a continuous basis. Your Company also engages external consultants to update the existing list of compliances applicable globally and key compliances/regulations are covered as part of internal audit every year. The Global Compliance update is placed before the Audit Committee on quarterly basis and the committee updates to the Board at its meetings confirming status of compliances along with remediation plan for non-conformities, if any.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company's website at https://www.mindtree.com/sites/default/files/2022-06/annual-return-march-31-2022.pdf.

Compliance with Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India. Significant & Material Orders passed by Regulators or Courts

There are no significant and material orders passed by Regulators or Courts, during the year under review.

Particulars of Loans, Guarantees and Investments

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

Listing Fees

The Company affirms that the annual listing fees for the year 2022-23 will be paid to National Stock Exchange of India Limited (NSE) and BSE Limited (Bombay Stock Exchange) on or before the due date.

Other matters

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

Acknowledgements

The Board places on record, their deep sense of appreciation to all the Mindtree Minds, support staff, for adopting to the values of the Company, viz., collaborative sprit, unrelenting dedication and expert thinking, for making Mindtree an expertise led organization and the Company's customers for letting us deliver the Company's Mission statement, to engineer meaningful technology solutions to help the businesses and societies flourish. The Board also immensely thank all the Departments of Central and State Government of India, Authorities, Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges and other governmental/ Semi-governmental bodies and look forward to their continued support in all future endeavors. The Board also would like to thank our shareholders, investors, vendors, service providers, bankers and academic institutions and all other stakeholders for their continued and consistent support to the Company during the year.

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

For and on behalf of the Board of Directors

Place: Mumbai

Date: April 18, 2022 R Shankar Raman Debashis Chatterjee

Director CEO & Managing Director

(DIN : 00019798) (DIN : 00823966)