Mind Tree
Mind Tree
To To
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza,
Dalal Street, Bandra Kurla Complex, Bandra East,
Mumbai 400 001. Mumbai 400 051.
Sub: Submission of Annual Report 2021-22 (including Notice of Twenty Third Annual General
Meeting)
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find
enclosed herewith a copy of Annual Report for the financial year 2021-22, along with the Notice of Twenty
Third Annual General Meeting (AGM). The Directors’ Report, Auditor’s Certificate on Corporate
Governance, Corporate Governance Report, Management Discussion and Analysis Report, Business
Responsibility and Sustainability Report and Risk Management Report forms part of this Annual Report.
We request you to note that the AGM will be held on Wednesday, July 13, 2022 at 4.00 PM IST through
Video Conference (VC) and Other Audio Visual Means (OAVM).
Thanking you.
Yours faithfully,
for Mindtree Limited
Subhodh Shetty
Company Secretary
Membership No. A13722
Encl: as above
_____________________________________________________________________________________
Mindtree Limited
Global Village T + 91 80 6706 4000
RVCE Post, Mysore Road F +91 80 6706 4100
Bengaluru – 560059 W www.mindtree.com
Integrated Annual Report 2021–22
Contents FY22 key highlights
Introduction Financial
Getting
to the future,
Report profile 2
32.1% 20.9%
faster
Mindtree at a glance
Who we are 4 Annual INR revenue growth Highest ever EBITDA % in more
Value created for stakeholders 6 than a decade
Service offerings 8
Industries served
Geographical presence
10
12 15.7% INR 100.25
Highest ever PAT % in more EPS, our highest-ever adjusted
Year in review than a decade for bonuses
Operational highlights 14
Key performance indicators 16 Digital transformation is already at the heart of competitive advantage and
Chairman’s message 18 sustainable growth. Rapid changes in digital technologies and expectations
Chief Executive Officer and
Operational have given it added pace and urgency. Long-standing industry dynamics are
Managing Director’s message 20
Chief Financial Officer’s message 22
Strategic levers Accomplishments being upended by a multitude of factors, including next-gen businesses and
Case Studies 24 Expand wallet share
33 new logos added
revenue streams, blurring industry boundaries, pressing rush to modernize with
~ 90% revenue from FOCUS new-age technologies, newer security challenges, and the need to build ever
Our approach to value creation 100 accounts greater resilience.
Business model 32 Whitespace
Incubated health industry group
Operating context 34 opportunities
Acquired Mindtree NxT for Industry At Mindtree, we believe that digital transformation is a continuous Given its rich and expanding array of novel worldviews, business
Our value creation strategy 36 4.0 capabilities journey. In a constantly morphing and evolving world, what makes models, technologies, skills, products and services, the new
Stakeholder engagement 40
Double down in Europe
Investment in Poland enterprises fit for their purpose today will not necessarily keep normal is more about new than normal. Navigating fluid futures
Materiality 42
Nearshore Center them fit for their purpose tomorrow. More than keeping pace with with agility, creativity and direction therefore involves realizing
Risk management 43
E xpansion in Germany, Finland change, lasting success will come from taking on the future — a studied vision of tomorrow’s business ideas and technology
and Denmark ahead of time and ahead of competition — in all its complexity and breakthroughs, today. This is where Mindtree makes a difference,
ESG focus potential. To stay resilient and thrive through whatever tomorrow turning every shift in how we live, work and engage with each other
Message from the Global Head - Sustainability 49 Hypergrowth with
ServiceNow partnership level from
brings, enterprises must proactively influence and inform the as consumers, providers and influencers into opportunities for not
ESG roadmap 50 hyperscalers Premier to Elite
future, instead of the other way around. just businesses, but also individuals and societies to flourish.
Environment 52
13 new solutions launched on
Social 58 Google Cloud Platform As one of the world’s leading digital transformation companies,
Read more on PG.24
Governance 72 we are at the forefront of helping enterprises harness the full
Earned advanced specialization in
power of technology and reinvention to Get to the Future, Faster.
Analytics, AI, and Machine Learning
Digital transformation is all about scaling with speed, and we are
Statutory reports on Microsoft Azure
proud of how we have capitalized on this imperative to become
Management Discussion and Analysis 84
a technology advisor and enabler of choice to the world’s most
Business Responsibility and
pioneering enterprises. In driving digital transformation at scale,
Sustainability Report 100
Directors’ Report 139 ESG we help them create winning edges by reimagining businesses
and unlocking new possibilities with intelligence, insights and
Corporate Governance Report 200
Million
Energy requirement met
Financial statements through renewable resources
Standalone Financial Statements 229
CSR expenditure
Consolidated Financial Statements 292
IFRS Financial Statements 353
98% 11,200+
Visit our
Global Presence and Notice
Minds
Average attendance rate at
Global Presence 404 Board meetings
Net headcount addition
Online Integrated Annual
Notice of the Twenty Third
Annual General Meeting 406 Report 2021-22
2 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 3
Who we are Who we are
Learning Delivering
Anchored by Caring for
From ideation to execution, Mindtree With our deep domain knowledge and extensive consulting
Purpose people
with ambitious
expertise, we help reimagine business models, accelerate curiosity Results
offers customized digital solutions and innovation and maximize growth. As a socially and environmentally
intelligent technological services to responsible business, we are committed to sustainable
development, building long-term value for our stakeholders.
drive seamless digital transformation We operate globally across 24 countries with a team of over 35,000 We balance We are open, We welcome
We empower and
for major companies all over the world. entrepreneurial, collaborative and dedicated Mindtree Minds. interests of all fair, empathetic diversity of people
we take accountability
We have been consistently recognized as one of the best places to our stakeholders and humble and ideas
work – a testament to our winning culture of care and collaboration.
We are here to We collaborate and We nurture and We learn continuously We don’t rest
deliver long term support each other grow capabilities from successes and until the problem
Mission lasting impact to win and careers failures alike is solved
We engineer meaningful
technology solutions to help
businesses and societies flourish. Building integrated solutions for Strengthening capabilities
the future, faster Deepening our partnerships across hyperscalers,
incubating emerging technologies and investing on
platforms to drive efficiencies at scale
We are well-equipped to
FY22 operational facts make businesses future-ready Autonomous workforce
by providing them with a Right blend of human and digital workforce, backed
~60
Strategic Alliances and Partnerships Key differentiators
About Larsen & Toubro Group
Born digital Larsen & Toubro is an Indian multinational engaged in EPC Projects, Hi‑Tech
technology company set up 22 years ago Manufacturing and Services. A strong, customer–focused approach and the
Strategic partner constant quest for top-class quality have enabled L&T to attain and sustain
for transformation journeys across the digital leadership in its major lines of business for eight decades.
value chain
4 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 5
Value created for stakeholders Value created for stakeholders
INR 12,665,222
Environmental spend
We consistently strive to
Order book growth
Net profit growth 99.17%
create collective value for a 32.1% INR 37 per share
Waste recycled
inclusive manner.
Read more on PG.16
22
Average training hours per Mindtree Minds on
learning
Projects
11,200+ Minds
Net headcount addition 957
Livelihood opportunities created
33%
Women workforce
8 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 9
Industries served Industries served
Helping customers unlock the full We enable banks, cards and payments networks,
capital markets institutions, property and casualty
(P&C) carriers, and life and annuity insurance firms to
sectors such as banking, capital markets, insurance, communications, media their core, reimagine their go-to-market models, adopt
cloud, leverage data and insights, and better engage
and entertainment, technology, education, retail, consumer packaged goods, with their customers through insightful analytics,
manufacturing, travel, hospitality, logistics, and healthcare. personalized marketing, and tailored experiences. We
also help customers with their ESG journeys by creating
strategies, providing intelligence services, managing
risks, staying compliant, and generating green alpha.
We partner with CMT customers to help them reimagine
their business models, optimize and automate key
processes, and fully leverage digital technologies to We partner with leading airlines, hotels, cruise lines, travel service
accelerate revenue growth, optimize costs, and be more providers, car rental firms, and real estate companies in their digital
resilient. We enable Communications Service Providers Communications, Media and transformation initiatives to help them recover from the pandemic
(CSPs) and Original Equipment Manufacturers (OEMs) to Technology (CMT) and deliver measurable business outcomes. Through seamless
customize, implement and support their 5G products, customer experience, digital commerce, and contactless solutions,
IoT platforms, and edge devices. we are equipping them to drive customer acquisitions.
We help media firms, broadcasters, publishers, gaming We put our data analytics and cloud modernization expertise to
developers, advertising agencies, information services work to help them achieve economic discipline, lean operations,
providers, professional services firms, and educational and digitalization to drive profitable growth. We facilitate visibility
institutions to digitalize their content supply chains, and agility for transportation, logistics, and freight companies with Travel, Transportation and
and engineer and scale their direct-to-consumer end-to-end solutions. As a strategic partner, we help our customers Hospitality (TTH)
platforms. We also enable technology software, build a strong and resilient future leveraging our intelligent
hardware, semiconductor and networking companies technology ecosystem and domain expertise.
to build innovative and intuitive products, increasingly
offered as a service with subscription-based pricing.
10 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 11
Geographical presence Geographical presence
6 Kolkata
in the digital transformation journeys of businesses and 8
9
Norway (Oslo)
Poland (Krakow) 7 Mumbai
9 Pune
11 Sweden (Stockholm)
10 Warangal
12 Switzerland (Reinach)
Australia
Revenue distribution by geography 11 Melbourne
12 Sydney
9% 13 China (Shanghai)
14 Japan (Tokyo)
15 Malaysia (Kuala Lumpur)
16 New Zealand (Auckland)
17 Singapore
18 UAE (Dubai)
8 11
3
8%
1
2
8
2 9
7
6 5
3 7 1
6
4 12
10
14
4
1 5 2 13
8
6
18
2
North America
9 79 10
5
1 3
4
United States of America
15
1 Arizona 17
2 Georgia
3 Minnesota
4 New Jersey
5 Texas
6 Washington
Canada
7 Ontario
UK and Ireland
8 Vancouver 1 United Kingdom (London)
12
9 Mexico (Guadalajara) 2 Ireland (Dublin)
11 16
74% 9%
12 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 13
Operational highlights Operational highlights
2021 2022
November
Awarded Silver rating by EcoVadis in this August
L aunched Digital Health Passport
year’s sustainability assessment, placing
Won three Brandon Hall Group Human
for Travel, a solution that offers
Mindtree among the top 25% of the Capital Management Excellence Awards
global travellers an easy, quick
more than 75,000 companies it assessed for 2021 for innovative leadership
and secure way to comply
Ranked amongst the top 5 companies development, HR data analytics, and
with country-specific entry
in India with the highest ESG employee benefits, wellness and well-
requirements and protocols
(Environmental, Social and Governance) being programs
Named a Major Contender in
scores in an evaluation by CRISIL Ltd.
Everest Group’s Mainframe
that analyzed three annual reporting
Services PEAK Matrix®
April cycles of 225 companies across 18 January
Assessment 2022
Partnered with Duck Creek to enhance sectors through fiscal 2020
Named a Leader in Everest Group’s
customer experience through SaaS-
Named a Major Contender in Duck Creek Services PEAK Matrix®
Named a Major Contender by Everest
based core systems for UPC Insurance Everest Group’s Internet of Things Assessment 2022
Group in its ‘Application and Digital
(IoT) Supply Chain Solutions PEAK
Named among 40 customer analytics Services in Banking PEAK Matrix®
Included in the FTSE4Good Emerging
Matrix® Assessment 2022
service providers in Forrester’s ‘Now Assessment 2021: Global Focus’ report Markets Index series February
Tech: Customer Analytics Service
Named a Major Contender in Everest
Recognized as a global Supplier
Providers, Q2 2021’ report Group’s Application Transformation Engagement Leader by CDP, a global
Named leader for mainframe Services PEAK Matrix® Assessment September non-profit that runs the global
transformation services in ISG Report on 2021 report Certified by Great Place to Work®
disclosure system for investors,
Mainframe Services & Solutions 2021 Institute as a Great Place to Work® in
companies, cities, states and regions to
(US) India and recognized as one among
manage their environmental impacts
India’s Best Workplaces™ for Women for
2021 (Top 50 – Large Companies)
Recognized as the 2022 ServiceNow
Americas Emerging Service Provider
Won Microsoft Teams’ Hybrid Work
Partner of the Year
Hackathon 2021; recognized for the
fourth consecutive term at Microsoft December
Earned the Al and Machine
Teams Hackathon March
Learning on Microsoft Azure
Won the Platinum Vision Award for the Company’s FY21 Sustainability Report at the League
Advanced Specialization
of American Communications Professionals’ Annual Report Competition for 2020-21
Named a Major Contender in
July
Won the Silver Shield for Excellence in Integrated Reporting in the Service Sector
Everest Group’s Platform IT
Named a Major Contender by Everest category at the ICAI (Institute of Chartered Accountants of India) Sustainability
Banking Services PEAK Matrix®
May Group in Data and Analytics (D&A) Reporting Awards 2020‑21
Assessment 2022
Announced the acquisition of the NxT Services PEAK Matrix® Assessment 2021
Inaugurated Mindtree’s first development center in Kolkata and a second facility in
Digital Business of L&T- Group, to
Named a Major Contender in
Recognized for best-in-class digital Pune, expanding our footprints in the city
enhance the cloud based IoT and AI Everest Group’s Advanced
transformation work with four enterprise
capabilities for Industry 4.0 Analytics and Insights (AA&I) PEAK
customers by 2021 ISG Digital Case
Matrix® Assessment 2022
Study Awards™
June October
Won the Silver award in the Most
Achieved the Data Analytics Partner
Earned the Analytics on Microsoft Azure
Partnered with Western Asset to help Innovative Company of the Year
Specialization in Google Cloud Partner
Advanced Specialization drive innovation and differentiated category at the Best in Biz Awards
Advantage Program
experiences for the Company’s 2021 in North America
Ranked second for client satisfaction
global investors
Honored with a Special
in the 2021 UK IT Sourcing Study,
conducted by Whitelane Research in
L aunched industry-specific IoT Recognition at the SHRM HR
collaboration with PA Consulting, with solutions built on ServiceNow Awards 2021 for Excellence in
an overall satisfaction score of 80%, Connected Operations Talent Acquisition
well above the industry average of 72%
Honored with the ESG India Leadership
Award 2021 for Board Independence by
ESGRisk.ai
14 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 15
Key performance indicators Key performance indicators
FY22
FY22
FY18
FY19
FY20
FY21
FY18
FY19
FY20
FY21
18.9%
FY22
FY22
FY18
FY19
FY20
FY21
FY18
FY19
FY20
FY21
17.8% 30.7%
CAGR CAGR CAGR
Revenue grew by 32.1% in FY22, demonstrating robust EPS grew by 48.7% to INR 100.31, highest ever adjusted Net worth increased by 26.7% from INR 43,190 in ROCE increased to 41.5% due to increase in profitability
growth and a reflection of disciplined execution of for bonuses, reaffirming our commitment to creating FY21 to INR 54,739 in FY22 due to increase in profit, and efficient management of capital.
strategy. value for shareholders. exhibiting consistent performance.
EBITDA (INR in Million) EPS (Diluted) (INR) Market capitalization (INR in Million) Return on equity (in %)
100.25
21,956 709,263
16,567 33.8
67.41 29.7
FY22
FY18
FY19
FY20
FY21
FY18
FY19
FY20
FY21
FY22
FY18
FY19
FY20
FY21
CAGR CAGR CAGR
EBITDA grew by 32.5% in FY22 due to increase in Diluted EPS grew by 48.7% to INR 100.25, highest ever
FY22
FY18
FY19
FY20
FY21
revenue and cost optimization measures. adjusted for bonuses, reaffirming our commitment to Return on equity increased to 33.8% due to
creating value for shareholders. increase in profitability and efficient management of
Market capitalization doubled in FY22 due to rise in shareholder funds.
Net profit (INR in Million) Dividend per share (INR) share price, underlying robust and consistent profitable
growth, testifying our vision, strategy and capabilities.
30.0
16,529 27.5
Note : Above balance sheet metrics are as at end of
respective financial years.
11,105 17.5
7,541 11.0
6,309
5,701 9.0
FY22
FY22
FY18
FY19
FY20
FY21
FY18
FY19
FY20
FY21
30.5% 32.2%
CAGR CAGR
Net profit for the year increased by 48.8%. Net profit Dividend recognized and paid is INR 27.5 per share
margin stood at 15.7% delivering industry leading during the year displaying our commitment to
profitable growth and showcasing our ability to deliver maximizing shareholder value.
outcomes even during momentous change, uncertainty,
disruption and supply side challenges.
16 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 17
Chairman’s message Chairman’s message
Redefining agility
Dear Shareholders,
We are continuing to drive growth for clients, employees as
All around us, we are witnessing change of unprecedented
well as communities by making key investments for long-term
speed, scale and complexity. The push towards a more
success. Our commitment to developing capabilities ahead
connected digital world continues to get stronger, opening up
of the curve and providing innovative solutions to help our
challenges as well as opportunities for growth and innovation.
customers remains steadfast. By bringing the same impulse
Your Company remains committed to staying at the crest of
for growth and innovation that we offer other companies to
emerging developments by building on its capabilities to
our own organization, we ensure mutual success. As the world
anticipate and respond positively to the future.
transforms, we have what it takes to not just transform with it,
Over the years, Mindtree has developed a bedrock of strong but lead that transformation.
customer relationships. We will continue to deepen these
My commendations to Debashis Chatterjee and his team
engagements and forge new associations. In this, our linkage to
for providing sound, strategic leadership all through a
our parent company, Larsen & Toubro, is of significant value. It
challenging period.
enables Mindtree to answer the expectations of industry as it
seeks partners who can help them unlock the full potential of Take care and stay safe.
digital transformation.
Regards,
We see agility as much more than the physical ability to react
promptly to the compulsions of change. It also encompasses
the capability to accurately interpret current trends and
A M Naik
anticipate likely outcomes. This is what the bright young minds
Non-Executive Chairman
at Mindtree are doing at our development centers across the
globe. They are helping to embed technologies deeper into
virtually every process, practice and system that has a bearing
on the performance of an organization. This has led to enriched
customer experience, tightened supply chains, and boosted
business resilience, productivity and security.
"Our commitment
to developing
capabilities ahead of
the curve and providing
innovative solutions
to help our customers
remains steadfast."
18 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 19
Chief Executive Officer and Managing Director's message Chief Executive Officer and Managing Director's message
Dear Shareholders, validates the disciplined execution of our strategy and investments Delivering impact beyond profit
in strengthening our capabilities and partnerships. This year
We are proud to have continued our industry-leading growth has seen leaps and bounds in how we can drive technology- Beyond our commitments to our customers and team members,
momentum through a year of rapid change and bold bets. led innovation. A case in point is Mindtree NxT strengthening we also believe that long-term success means being socially
The confidence placed in us by our customers, partners and our ability to drive the Industry 4.0 vision, leveraging IoT, data and environmentally responsible. Mindtree Foundation made
employees has been our accomplishment as well as motivation in analytics and cloud technologies to advance our ‘edge-to- significant progress in its mission to support and empower
creating long-term value for our stakeholders. experience’ proposition. underprivileged people through a number of initiatives. These
include building the first-of-its kind park for an estimated 200,000
Momentous change can at once be exciting and nerve-wracking. It is for multiple such reasons that we received such high acclaim differently abled children in Bengaluru, enabling more than
Nothing proves this better than the shifting realities of business this year, be it being ranked second for client satisfaction in 140,000 students at rural government schools in Karnataka to
and technology over the last two years. For enterprises, it has the 2021 UK IT Sourcing Study, or being named one of the most continue their education despite the pandemic, and successfully
been an act of juggling the now and the future while trying to innovative companies of the year at the Best in Biz Awards 2021 training and placing around 1,000 economically marginalized
hold tight atop an unsparing roller coaster of challenges and in North America. We were ranked highly in analyst reports for youth in Karnataka and dozens of hearing and speech impaired
opportunities. This is indeed the single most defining hallmark diverse capabilities, including data and analytics, application and youth in Odisha.
of the age we have entered, where speed, agility and foresight mainframe transformation, application, digital and platform IT
have become essential for sustained competitive advantage services in banking, IoT supply chain solutions, to name a few. Our ESG philosophy was also widely recognized. We were among
and market relevance. And while this has left many scrambling to the top 5 companies with the highest ESG scores in an evaluation
catch up, our eyes are set not on the timelines of today, but on the by CRISIL Ltd. of 225 companies across 18 sectors in India through
Winning with people at the core
frontlines of tomorrow. fiscal 2020. EcoVadis awarded us a Silver rating in the 2021
At Mindtree, the winning edge is about empowering talent with sustainability assessment, placing us among the top 25% of the
Reimagining the possible futuristic capabilities and an empathetic workplace, driven by our more than 75,000 companies it assessed. We were also included in
work ethos focused on purpose, caring, learning, and delivering the FTSE4Good Emerging Markets Indexes. Our FY21 Sustainability
Throughout the year, we continued to advance our value results. This is what makes us an employer of choice for both Report was honored with the prestigious Platinum Award by the
proposition in reimagining customer business models by experienced professionals and fresh graduates. In a competitive League of American Communications Professionals at the Vision
expanding our capabilities, diversifying our portfolio, and talent market, we have continued to differentiate ourselves with Awards Annual Report Competition 2020–21.
broadening our partnerships. By investing in our talent and a people-focused, purpose-driven culture, as also cutting-edge
tools, we further strengthened our reputation as a go-to digital career and development opportunities. Looking ahead
transformation partner for customers across industries and
20 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 21
Chief Financial Officer’s message Chief Financial Officer’s message
"Despite headwinds
of Chartered Accountants of India (ICAI)
Future of work Plaque
Award for ‘Special Recognition – Reporting on Gender
challenges, we grew realities of the new normal. At the core of this program is our
F-O-R (Flexi, Office or Remote) working model, intended to create
L&T
Group CFO Award towards ‘Excellence in Financial &
Management Reporting’ under Services and Concessions Sector
all dimensions of our a win-win proposition for our clients as well as employees, while
enhancing our ability to tap into larger pools of talent. We have
in the 20 th CFO Award Event for FY21, for the second year in
a row
business and delivered set up offices in tier-2 and tier-3 cities in India, already having
a headstart in Coimbatore and Warangal during FY22. We also
‘Best
Business Continuity Management’ Award and ‘Best Risk
Team’ special recognition award at the L&T Risk Management
strong INR EBITDA expanded our presence in Pune with a new facility and set up our
first development center in Kolkata.
Awards 2021
22 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 23
Case study Case study
Problem statement
Simplification by streamlined Windows 10 Modern
Building digital The client faced an increase in remote workers Management for end-users
and an increased digital maturity among users.
Increased security and compliance by conditional
They initiated a digital culture shift enabled by access via Multi-factor Authentication (MFA)
faster
manager plus solution
client’s strategic long term Digital Workplace
Automated software deployment process with
implementation and management partner, in
ServiceNow integration
which, Mindtree enabled cross-pollination from
our advanced Microsoft relationship, allowing the
client all the benefits of the Microsoft ecosystem. Benefits
The client’s estate included 2,400+ mobile devices,
A six-month transformation project leveraging
4,200+ laptops/desktops and 550 concurrent VDI
Mindtree’s vast set of accelerators and IPs such as
sessions with thin clients spread across Europe and
Workplace Maturity Framework, Persona Assessment
the rest of the world.
Framework, MS Teams Security & Governance
The transformation to the Digital Workplace was Toolset, Automatic License Management, and Service
driven by a set of very common workplace challenges, Catalogues addressed the above challenges and
which severely impacted the workforce collaboration, delivered the following outcomes:
productivity and user experience. These include:
Light/zero touch deployment: Analytics-driven
An increasing level of remote workforce, proactive issue identification and remediation
demanding a uniform user experience using self-heal solutions that improve the user
Long device provisioning lead times experience and productivity by 20-25%. This
Difficulties in managing and provisioning new also enables the business to grow and reduce the
devices to end-users burden on IT
Challenge
Prioritized horizontal and vertical future-state
Mindtree embarked on this journey with the client’s business capabilities across all the brands with a clear
C-suite and other senior executives in early 2020 roadmap for realization.
Creating
to strategize and prioritize what’s next to enable
A composable technology architecture that can scale
Product NorthStar, and build an open ecosystem and and flex, based on the demand.
marketplace. Given the scale and strategic importance
A persona-focused marketplace design and use cases
of the program, the client had to overcome a lot of to allow the client to drive adoption and scale quickly
faster
Align on an organizational vision and value
to create a truly open environment for innovation and
statements that they would be delivering to their
brand building.
customers, agents, brokers, partners and to the
real estate industry as a whole. Mindtree is embarking on this strategic initiative with the
Weed out redundant products that increase client to build the next gen experience-focused product
the operational expenditure of the suite that will provide a product ecosystem to allow
organization and channelize those funds into access, ease-of-use, integrations, and choice for agents
Enabling next-gen open ecosystem to ensure transformation initiatives. and brokers to best-in-class products, based on their
individual and localized needs. This solution will also
decreased OPEX and additional revenue
Identify a common set of horizontal and vertical
empower their consumers with unparalleled experiences
capabilities that fit the journey of these key
while augmenting meaningful interactions with their
personas and prioritize them to build it across
agents and keeping them engaged throughout the buying,
the brands.
home-ownership and selling lifecycle.
Ideate and visualize what the open ecosystem and
marketplace looks like. Also, the client needed to On the other hand, the open ecosystem will enable
think about the means of generating additional the client’s brands to democratize access to their
revenue in the future by bringing in a wider variety existing assets and capabilities by integrating digital
of services, and enabling their partners and other services through APIs, while augmenting the external
third parties. capabilities to offer best-in-class consumer, agent and
broker experiences.
Customer overview By doing this, the client will be able to:
Firm up on the right technology architecture and
tool stack to enable seamless build and roll out of
The client is a leading residential
Have a clear plan in terms of how the next five
years look like and how the market share can be
the open ecosystem and product experiences. Benefits
real-estate services provider. increased with other disruptors in the space. lanning an endeavor of this scale meant having a
P Mindtree’s comprehensive solution led to
clear-cut roadmap of what needs to be done in the the following benefits:
Mindtree has been the strategic
Define their future product strategy and how it can
short, near and long-term with clear milestones,
be ‘experience-led,’ catering to different personas,
Enabled future-ready business, product and
consulting partner for the client rather than being ‘product-led.’
deadlines and business KPIs needed to be achieved.
technology strategies
for more than three years, with
Retain their leadership in the real estate Solution
Reduced OPEX
deep-rooted expertise within world by enabling a more open ecosystem
and building a marketplace for home buying,
The journey began with a joint workshop for product
Touched the lives of 310K agents and brokers
rationalization that eventually turned out to be the
their portfolio of products across selling and ownership, through which they can business case for pursuing Product NorthStar and
Impacted 1.4M+ home transactions
all brands. add multiple revenue streams by bringing in
partners, third parties and other entities into the
the open ecosystem strategy rigorously. Mindtree’s
Common strategy across six brands
consulting team also conducted a 12-week jump-
larger ecosystem. start with the client’s executive team to outline the
Redefining the roadmap for the next five years
Problem statement By enabling the above, the client will be able to business, product and technology strategy, and come
As a part of a strategic planning exercise, Mindtree
Additional revenue stream across all brands
establish themselves as the leading and most up with a clear roadmap.
conducted an executive workshop, which revealed integrated provider of residential real estate services,
that the client portfolio had multiple products across seamlessly connecting home purchase, ownership The solution needed to address:
1.4M+
their brands that had redundant capabilities, thereby and the sale journey through products and an open
The product rationalization strategy that outlines
resulting in high OPEX and inefficient utilization of ecosystem that will empower innovation and choice. the products that meet expectations and those that
their resources. Moreover, as an organization, they are redundant with low adoption across brands.
wanted to bring in efficiency by outlining the common Also, the associated decommissioning and cut over
future-state business capabilities across all brands plan had to be determined. Home transactions
under a larger enterprise strategy.
The end-to-end journey of key personas, both impacted
from a B2B as well as a B2B2C lens, to help the
client prioritize the value to be delivered at each
phase of the lifecycle, thus leaning towards a true
future-state.
26 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 27
Case study Case study
future, faster
company in North and South for faster put-away processes by utilizing the
handling unit management for the products
America. The client has over
The Mindtree team utilized the latest offerings by
Project highlights
Implemented the SAP EWM S/4HANA 2020 HEC
Goods receipts efficiency de-centralized system, and reached the milestone
increased by of project realization phase in 14 weeks
125%
Project was delivered as per agreed timelines
Go-live operations were smooth from the day one
All UAT and hyper-care defects were addressed
effectively ensuring smooth business operations
28 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 29
Case study Case study
future, faster
MemSQL, Databricks, Scala
value investing. WAM has nine Visualization Tableau, PowerBI, Alteryx,
& Reporting SAP BO, Crystal Reports
offices around the globe and
an agile deep experience across the
Scripting
ColdFusion
Perl, Unix
Cold Fusion + (Oracle, Sybase)
range of fixed-income sectors. .NET .NET, SharePoint
Transforming IT services for Western SDET UFT, QTP, Selenium
Challenges
Asset, one of the world’s leading active Database Sybase, Oracle, MS SQL Server
WAM was looking to transform their IT services to
fixed-income managers create a more flexible operating model, improve
Jobs Autosys
productivity and agility to meet their evolving DevOps & Cloud AWS, Azure, Docker,
business needs. They needed to automate Kubernetes, Jenkins,
enterprise systems, adopt industry-leading best HashiCorp Vault, Grafana,
practices, and accelerate time-to-value. Terraform, Github, Rancher,
Prometheus
Solution
Business benefits
As part of a multi-year engagement, Mindtree
will enable Western Asset to create a more This engagement with Mindtree will
flexible operating model that can quickly adapt provide Western Asset with the following
to changing business needs and accelerate time- business benefits:
to-value.
Customer-focused ITSM based metrics
The solution includes Right-sized and right-mixed PODs
A one-team approach Productivity gains and reduction in
Risk-mitigated remote transition operational expenses
ITIL-based delivery Realizing target financial savings
Application support, maintenance Streamlined the OS patching process
& development Adoption of Non-Voice Medium increased by
Right-shoring and cross-skilled talent base 30% over the past four months
35% reduction in MTTR (mean-time to repair)
through combination of process and tools
Adoption of Non-Voice
Medium increased by
30%
30 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 31
Business model Business model
sustainable value
Our value creation model depicts how we create value through our growth Leader in digital Dedicated Integrated approach for Human-centric
agile center of excellence continuous delivery culture
enablers by identifying our key inputs, the activities we perform, and the
resulting outputs and outcomes in terms of value creation.
Investment in property, plant Key stakeholders Diversifying revenue growth streams Revenue 32.1%
Process INR 105,253 Million
and equipment and intangible
assets: INR 1,982 Million 1 Mindtree Minds
Maintaining strong corporate
governance structures PAT 48.8%
The funds we deploy to INR 16,529 Million
Net worth: INR 54,739 Million Financial stability
support business activities
and generate profits, as well as 2 Partners and suppliers
Regular investor communication
Return on capital employed
41.5% in FY22 as compared
retained earnings for funding Process to 36.1% in FY21
future business activities Investors and shareholders
Innovation hubs: 4
4 Regulatory and public policy makers Value to customers Best-in-class ecosystem
benefiting clients
Centers of Excellence: 10 Further developing systems and
Our tangible infrastructure,
including office space and IT
Presence in 24 countries with 3 Customers processes Achieving greater efficiency with
reduced cycle time, diminished
51 offices solvent consumption with
hardware, used to smoothly run
Communities and NGOs continuous processes
our operations
1. Opportunity tracking 2. Capitalizing on prospects
Sales intelligence tool Deal qualification
R&D expenditure: INR 245 Million Read more about how we engage with Implementing agile business processes No. of advanced tools, accelerators
Partner connect Clarity on value proposition
across business units and platforms
No. of IPs/Patents: 13 Deal database Stakeholder mapping
our stakeholders on PG.40
It refers to the collective
Yorbit learning platform has 3,400 Customer referrals Interlocks with other
knowledge, research, thought
courses covering 1,200+ tech skills Lead generation and nurturing enterprise applications
leadership, brand management
Collaboration on CRM Strategy
and intellectual property used Proactive proposals
to support business activities Management review of pipeline
Controlled access to Using three guiding principles:
CSR expenditure: INR 171 Million 3. Engagement delivery 4. Client retention Read more on PG.36 Engaged actively with regulators, C SR beneficiaries: 159,062
Skill set based Mindtree Minds Capturing feedbacks pursuing full compliance and driving
in FY22 as compared to INR 80 Customer satisfaction rating: 5.78
mapping (includes liaising with societal contribution
Our relationships with our Million in FY21 Evaluation and assessment of
talent acquisition team) project execution and delivery Continued investment in ensuring N ew customers added during the year: 33
stakeholders in the value chain and Active customers: 276 as at end
Use of accelerators/new solutions, Identification of strong positive customer experience
communities around us ensure our of FY22 tools, digital inside-out
social license to operate improvement areas
Strategic Alliances and Collaborations, unmatched Obtaining dual level customer
Partnerships: ~60 personal experience feedback on four broad parameters:
Continuous project monitoring, satisfaction, advocacy, loyalty and
Water consumption: 42,231 KL defect tracking value for money Strong focus on energy efficiency Rainwater harvesting & installation of
recharging pit initiative helped us to reduce
Energy consumption: 148.73 kWh Implementation of LEAN initiative Operational excellence for
The natural resources we private water purchase: 12,370 KL
Lakh units Robust quality control processes resource conservation
consume to effectively conduct Water savings due to other initiatives: 5,913 KL
our business activities Waste recycled: 99.17%
32 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 33
Operating context Operating context
Trends to watch
Cybersecurity awareness
As the digital world expands, so do the threats that lurk
there. Cyber-attacks are becoming more dangerous,
and cybercriminals are targeting anyone they can
get their hands on. This issue has raised awareness
Amid a digital revolution that continues to transform almost every aspect of life of cybersecurity and proper security measures
among businesses and individuals alike. In the future,
and business, these are times of opportunity for companies that provide technology everyone will be affected by the cybersecurity drift.
services. Emerging and disruptive technologies — from artificial intelligence (AI) The main goal is for online businesses to effectively
protect both themselves and their customers. Evasion
and blockchain to Industry 4.0 and quantum computing — provide opportunities to techniques — avoiding detection and working around
Better collaboration for
help clients navigate an increasingly complex landscape. remote workforce
security protocols — are quickly becoming the most
popular approaches, with threat actors investing time
and resources to better understand security tools than
Working from home is now a common occurrence. we do. According to Fortune Business Insights, the
True workplace digitalization entails leveraging global cyber security market is projected to grow from
mutual intelligence gained from mobile interfaces, USD 155.83 Billion in 2022 to USD 376.32 Billion by
Cloud computing analytics, and other sources to automate processes 2029, exhibiting a CAGR of 13.4%.
and enable anytime, anywhere access to real-time
Cloud software could represent almost half of all insights. Businesses strive to reduce costs while
spending on applications as technology users
migrate to remote servers. Cloud is rapidly becoming
maintaining high-quality customer engagement, all
while supporting a larger-than-expected remote
USD 376.32 Billion
Projected global cyber security market in 2029
the preferred platform for enabling (anything as a workforce. It is critical in such a situation to integrate IT
service (XaaS) and spurring innovation—powering AI operations into a highly automated unified command
capabilities, intelligent edge services, and advanced center. Automation’s scope shifts from individual
wireless connectivity. Meanwhile, most people distinct tasks to knowledge work, resulting in more
now connect to the cloud wirelessly through their dynamic experiences and, in the long run, better
smartphones and tablets — a trend that closely links business outcomes.
cloud and mobile technologies. As more organizations
seek cloud solutions to reduce their IT workloads,
opportunities for cloud-focused technology services Disruptive technologies
companies are likely to expand. According to Gartner,
almost two-thirds (65.9%) of spending on application AI is already changing the way people work in
software will be directed toward cloud technologies in industries ranging from healthcare to marketing
2025, up from 57.7% in 2022. to human resources consulting. Other disruptive
technologies, such as blockchain, quantum computing,
and Industry 4.0, have the potential to transform
65.9% technology even further. The digital transformation
wave has the potential to open up new opportunities
Spending on application software will be directed
toward cloud technologies in 2025 for technology service companies that see what’s
coming and articulate themselves by finding, training,
and retaining workers with tomorrow’s skills. According Our approach
to Gartner, worldwide AI software revenue is forecast
to total USD 62.5 Billion in 2022, an increase of 21.3%
Help businesses evolve next-generation processes and
from 2021. products by blending design thinking with cutting-edge
technologies including Internet of Things (IoT) and AI/ML
Climate change led analytics for better decision-making
USD 62.5 Billion Climate change and the transition to a low-carbon
Provide actionable insights for better decision-making
Projected AI-based revenue in 2022, society are arguably the most pressing challenges through data cleansing, integration, data lakes and
up by 21.3% from 2021 confronting our generation. Our industry is focusing event models
on adapting products to help improve the built
Design, deploy and manage cloud-based IoT platforms
environment’s resilience to the physical effects of across hyper-scalers and build digital workflows
climate change. Global climate-change efforts, such for Operational Technology (OT) systems and
as the United Nations Climate Change Conference connected operations
(COP26) in 2021, have pushed tech companies to take
the necessary steps to reduce emissions and adopt
Securing operational and critical industrial systems
sustainable business models in 2022 and beyond. by assessing, monitoring and reducing the risk of
cyber threats
34 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 35
Our value creation strategy Our value creation strategy
better with customer needs across continually look at opportunities convergence of healthcare and sectors such
as technology, retail, and insurance, we see an
geographies and create differentiated to strengthen and augment opportunity to leverage our existing strengths in
solutions, accelerating their digital our offerings, both in terms enabling digital transformation for identified segments
of the healthcare market. Our focus in this segment will
journey. The synergies within and of domain knowledge and be in the areas of customer experience, cloud and data
across our portfolio have also made it technical capabilities. analytics for payer and provider, medical devices and
health-tech customers.
possible to seamlessly cross-sell and Consulting and NxT sit at the intersection of our Amidst the continued uncertainty and pressures
up-sell our services. industry groups (IGs) and service line capabilities.
We will continue to strengthen our Consulting practice
imposed by the COVID-19 pandemic, our strategy
is resonating well with our clients and enabling us
to be able to shape client demand and help stitch to rapidly scale our offerings and strategic client
together our offerings across service lines for end-to- base. We are confident that this strategy along with
end transformation, making us more relevant to the targeted investments will help us stay in the profitable
evolving needs of our clients. growth path.
Industry Groups Service Lines Geographies Our NxT acquisition, completed in FY22 and part of
our Mindtree NxT practice, sharpens our expertise to
optimize, evolve, and transform the entire IoT value
chain, that is, from edge to experience. We are investing
RCM BFSI Customer Data & North America UK and Ireland in developing robust partnerships and building further
Retail, CPG and Banking, Financial Success Intelligence capabilities in this space.
Manufacturing Services and
Insurance
Consulting
Healthcare Global Footprint
Mindtree NxT
36 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 37
Our value creation strategy Our value creation strategy
38 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 39
Stakeholder engagement Stakeholder engagement
Investing in relationships
to deepen trust
We interact with our stakeholders through robust engagement and the needs of society. This enables us to improve our internal
processes and listening mechanisms to learn about and respond processes, capitalize on business opportunities, reduce our
to their concerns, to keep them informed of our activities and operational risk and remain ahead of competition while creating
create mutually supportive opportunities and results. Our efforts greater value for all stakeholders.
towards building a strategic and proactive dialogue with our key
stakeholders help us gain deeper insights into our business drivers
Stakeholder group Why they are important Their interests Mode and frequency of engagement Topics of engagement Outcomes
40 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 41
Materiality Risk management
Climate change What our leaders say Client testimonials during the pandemic
Business ethics and
High
Diversity and inclusion compliance “We have a robust risk management “I appreciate the heads-up on your “Mindtree has continued to support my
Water management framework in place, and this has preparedness and response to COVID-19. I’m organization and deliver critical services....
contributed significantly towards building very thankful for the continued partnership I am grateful for the continuous service of
Community well-being Risk and crisis Mindtree’s resilience in a VUCA world.” and engagement driving significant results your team…”
management for us.”
Waste management Debashis Chatterjee, Chief Information Officer at one of the
Chief Executive Officer and General Manager at a leading multinational largest supporters of arts and humanities in
Managing Director technology corporation the US
“Your team continues to support us “We are thankful for Mindtree’s support
outstandingly well…Please pass on my best and commitment during the pandemic.
Moderate
42 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 43
Risk management Risk management
Client concentration
Strengthening our focus and connect with the next set of top
Mindtree faces the risk of revenue concentration with the customers to incrementally achieve broad-based growth
Medical Assistance Communication Business Continuity Wellness Support
Our customer satisfaction surveys indicate a ‘very high’
top customer
relationship score with the largest customer. We also maintain a
Hospitalization and Proactive communication Leadership back-up planning Global contact center for high level of connect with our top customer
medical support to the Board, Minds, Clients employee support
Critical Minds back-up planning
Vaccination drive across
and others
Wellness counselling Restrictions impacting global mobility
We work with industry bodies to engage with governments and
Resiliency surveys for policymakers to transfer the benefits to local economies due to
India locations Client advisories of talent the free movement of talent
pandemic preparedness Food delivery services
Legislations impacting availability of work permits or the
In addition to recruitment of local talent, we continue to
COVID-specific insurance for Innovative imposition of excessive costs for the same could lead to material optimize different business models to improve our onsite/
Crisis intelligence Sick leave for family care
Minds and dependants awareness campaigns impact on deliverables to clients. Constantly changing rules and offshore/nearshore delivery mix, enhance global development
tool deployed restrictions in the prevailing COVID-19 situation may aggravate centers and engage with customers to provide a holistic
Online Doctor facility this risk value proposition
COVID risk tracking for projects
Global immigration updates are closely tracked to ensure
Isolation centers compliance with all regulatory changes
Stand-ups and checkpoints to
Oxygen and ambulance support monitor health of projects
Competition risk
To meet the continuously changing technology landscape and
Emergency medical fund We offer services across the globe and face competition from client expectations, we continue to revamp our business model,
established and upcoming Indian as well as international IT delivery processes and people skills
Crisis Response Teams (CRTs) in companies and captive offshore centers. Given that the industry
A s an agile organization, we are capable of responding quickly
is steadily evolving and changing every day, we must manage and effectively to any market requirement and disruption.
hub-and-spoke model To help clients grow, we proactively bring innovative
the risks of competition – both from larger players or emerging
challengers – by coming up with new offerings and business ideas, processes and solutions to help shape our clients’
models to gain market share and maintain growth momentum technology roadmap
We continue to invest in making our talent future-ready and
strengthen our front-end team to engage more effectively
with the business ecosystem through collaboration with
partners, start-ups and alliances to ensure we lead digital
transformation services
Financial Manufactured Intellectual Human Social and Natural Capital Financial Manufactured Intellectual Human Social and Natural Capital
Capital Capital Capital Capital Relationship Capital Capital Capital Capital Capital Relationship Capital
44 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 45
Risk management Risk management
Risks Risk management plan Capitals impacted Risks Risk management plan Capitals impacted
Compliance risks
We have a dedicated in-house compliance team that manages Environmental, Social and Governance
O perations have been aligned to create long-term value for
compliance globally; we have also devised proper checks and business and stakeholders through ESG practices that minimize
The multiplicity of laws, regulations and local statutes across the
globe makes adherence to each a challenge for any IT company systems to ensure compliance with all applicable laws (ESG) risks environmental impact and promote the well-being and
today. Mindtree carries the risk of non-compliance in geographies
We engage specialist consultants across the globe who support ESG risks include those related to environmental management prosperity of Mindtree Minds and other stakeholders
where the Company operates due to changing regulations the Company in adhering to any change in regulations in practices and duty of care, working and safety conditions, respect
We regard sustainability to be central to business operations
countries where we operate for human rights and effective governance. Risks of climate and have a comprehensive sustainability program built around
A dedicated data privacy team has been created to roll out data change, global warming, and related concerns pose a relevant risk ecological sustainability, governance, workplace sustainability,
privacy framework compliant with global privacy requirements. for all businesses and diversity and inclusion. The sustainability strategy
This includes mandatory privacy training for Mindtree Minds focuses on environmental responsibility, climate protection,
and an optimal use of natural resources through maximizing
resource efficiency
Business continuity risks
We have a comprehensive Business Continuity Management
A s a socially responsible business, we have been able to create
Man-made or natural hazards such as spread of infectious (BCM) program that addresses floor-level, building-level, deep impact in the lives of the communities served through our
diseases, power or telecommunications loss, severe weather or city-level and country-level disruptions; oversight is provided CSR program
terrorist attacks may impact business operations and pose a risk through periodic audits
We provide an inclusive work environment which helps develop
to employee safety
T he BCM framework includes infrastructure redundancy, a talent. We reward good performance, protect our people and
detailed Disaster Recovery Plan (DRP) to manage infrastructure value differences
outages, intra/inter-city recovery sites, work-from-home,
We have a diverse and inclusive Board and follow strong
onsite as well as split-site operations. The framework has been corporate ethics and risk management policies
successfully executed during successive COVID-19 waves.
Critical corporate infrastructure has been moved to cloud to
provide additional resilience Macro-economic and geo-political risks
We track geo-political developments like trade wars, sanctions,
Risk advisories on developing threats and extreme weather Stable macro-economic conditions, geo-politics and technology export controls and border conflicts which may impact supply
events are widely circulated to ensure the safety of advancement are interconnected in today’s environment and chains, lead to loss of new opportunities, and harm the IT
Mindtree Minds influence each other sector’s global business environment
We also undertake appropriate insurance cover for hazards
Macro-economic parameters, such as GDP growth, interest rate
and inflation, are regularly tracked to identify uncertainties in
economic conditions which may impact the countries in which
Cyber security risk
We have leveraged leading industry standards to develop cyber we operate
security frameworks. The organization’s security posture has
We have a diversified revenue mix across different geographies
As organizations move to newer areas of engagement such as and domains
social, mobile computing and cloud computing, they are getting been revised appropriately to address emerging threats. An
exposed to harm or data loss, resulting from cyber-attacks by extensive cyber response plan is being formalized
malicious actors. Hacking, ransomware, social engineering
We have implemented controls to secure our IT infrastructure,
and other cyber-attacks represent threats to data security and including intrusion prevention systems, firewalls, anti-malware Financial Manufactured Intellectual Human Social and Natural Capital
software, content filtering gateways, data encryption, tie-up Capital Capital Capital Capital Relationship Capital
system availability with ransomware and brute force support providers, data
leakage protection systems and 24/7 monitoring
Endpoint security controls have been deployed to ensure that
Read more on risk management on PG. 98 and PG. 227
levels of security are similar, be it in the corporate environment
or while working remotely. In addition, a comprehensive
security awareness program is in place
Periodic internal and external audits provide oversight. The
information security program is reviewed regularly by the Risk
Management Committee of the Board
Litigation risks
We have an experienced in-house legal team and we
Given the geographic spread and scale of Mindtree’s also obtain specialist advice from external counsels
business activity, litigation risks can arise from commercial wherever required
disputes, perceived violation of intellectual property rights
We have implemented internal controls and processes to
and employment-related matters. Litigations may result in adequately ensure compliance with contractual obligations,
distractions for management, adverse media coverage and loss of information security and protection of intellectual property
reputation. Adverse rulings can result in substantive damages
A robust mechanism to track and respond to notices, as
well as to defend all claims and monitor litigations, has
been implemented
46 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 47
ESG focus Message from the Global Head - Sustainability
Dear Shareholders,
At Mindtree, we endeavor to be a trusted digital Our people-centric culture based on our work ethos
transformation partner to our customers and a socially of purpose, caring, learning, and delivering results,
and environmentally responsible organization. We creates an equitable and inclusive ecosystem both
are confident that this combined focus on growth and within and outside the workplace. Be it employee
sustainability, complemented with transparency and lifecycle experience or community wellbeing
accountability in our ESG governance and reporting, initiatives, our focus is on active engagement and
will continue to pave the way towards building long- sustainable transformation.
term value for all our stakeholders. We remain committed to our investments in green
As the world evolves through trying times, we continue technology, green buildings, and sustainable
to be mindful of the needs and the concerted efforts community development in partnership with our
required to ensure a better and equitable future for all. employees, stakeholders, and NGO partners.
I am delighted to share that our consistent performance I take this opportunity to express my heartfelt gratitude
and impact on sustainability have earned us several to all our stakeholders who have partnered with us in
ESG recognitions during FY22. our ESG journey. We look forward to your continued
feedback and encouragement in our endeavor to drive
In FY22, we laid out our bold ESG goals to be achieved inclusive and equitable growth.
by 2030 with a clear vision that not only underscores
our purpose and direction as an organization, but also Together, we uplift and are uplifted.
powers our drive to attain them. These goals, informed Regards,
by the philosophy of shared growth, include achieving
carbon neutrality, water neutrality, establishing an
equitable and future-focused workplace, integrating
community care, and delivering high customer trust
and satisfaction.
Paneesh Rao
Our Business Responsibility and Sustainability Report Global Head, Sustainability
(BRSR) based on SEBI guidelines showcases our
multi-pronged approach to business responsibility,
sustainability and other environmental, social and
governance (ESG) aspects.
48 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 49
ESG roadmap ESG roadmap
environment and our communities. has been since the day we were
We see our proactive role not just born Community development
as a duty, but as an opportunity to Corporate governance and
contribute to long-term goals of This is how we work. This is 4 Million management
Lives positively & sustainably impacted globally by 2030
sustainable development. integral to us.
2021
Our growth trajectory is guided by the principles of sustainable We have always done it. Today Skilling & development at scale Voluntary non-financial disclosures
development. We go beyond minimum information disclosure
we decide to GO FURTHER. GO
requirements and regulatory compliance, and aim to deliver
0.5 Million
value to our employees, customers, suppliers, partners,
shareholders and to society as a whole. The ESG roadmap to
BEYOND. Lives positively & sustainably impacted globally by 2030 2022
ESG-linked compensations for key executives
2030 sets out clear targets to achieve sustainable growth using
agile metrics that track our progress efficiently.
Diversity & Inclusion
Environment 50%+ 50%+
Independent Directors to be maintained in 2022 & beyond,
Local nationals in key offices by 2025 exceeding SEBI (LODR) regulations
Climate change
150 PwD Business ethics and compliance
2030 100%
In the workforce & 100% globally Mindtree offices made
accessible by 2025
Training on the Code of Conduct for associates, suppliers and
partners by 2025
Achieve carbon neutrality
100%
30% 20% 100% Employees sensitized on inclusiveness by 2025
Risk and crisis management
Reduction in Scope 1 & 2 emissions Reduction in Scope 3 emissions by 2025 Renewable energy for internal operations
ISO 27701, ISAE 3000
by 2025 by 2030
40% Maintain certifications globally in 2022 and beyond
Women in the workforce & 20% women in senior
100%
USD 10 Million 2030
Associates trained annually on data privacy and security in
2022 and beyond
Cumulative investment to promote green tech Achieve water neutrality Read more on PG.58 Read more on PG.72
by 2025
25% 100%
Green-tech offerings Per-capita water
consumption reduction
Water recycled in
dedicated campuses
Enable and support our clients with green-tech offerings to help them by 2025 by 2025
achieve their ESG targets
50 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 51
Environment Environment
Energy consumption
77.77%
Water consumption
42,231 KL
Waste recycled
99.17%
We make concerted efforts to decarbonize our operations, wherever possible,
in order to reduce our overall carbon footprint. With a strong focus on
environmental responsibility, climate protection, and an optimal use of natural
resources, we are maximizing resource efficiency while doing our bit for a
greener and cleaner planet.
•
Green tech and innovation
Climate change
Water management
•
•
Waste management
Ecological impacts
positive change
Key risks considered
No risk identified
SDGs impacted
52 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 53
Environment Environment
Bold ambitions set across material environment topics Installation of Variable Frequency Drives (VFD) Optimization of air conditioning operations for
At our global village facility in Bengaluru, we installed VFDs critical rooms
Topic Roadmap for Air Handling Unit (AHU), which allows the HVAC motors to Our ODC facility at Pune earlier had a common air conditioning
Achieve carbon neutrality operate as per the load requirement, instead of running them
2030 (through reduction in emissions & carbon offsets) at constant speed. This has yielded significant energy savings
system for both the workspace and one of the critical rooms.
Due to the pandemic most of the employees were working
and it also keeps indoor temperatures within the set range remotely and there was no need for air conditioning in the
30% by 2025 Reduction in absolute Scope 1 & 2 emissions (base: 2019)
of demand.
Climate change workspace area. Since the existing system was operating for the
entire floor, including critical rooms, there was a lot of energy
20% by 2025 Reduction in absolute Scope 3 emissions (base: 2019)
19,710
wastage. As a mitigation strategy, we installed a separate
eco-friendly refrigerant split AC unit for the critical rooms with
100% by 2030 Renewable energy for internal operations
Units of electricity saved through installation of VFD lesser capacity.
Cumulative funds dedicated for green tech innovation and
Green tech & innovation USD 10M by 2025 R&D (base: 2020)
Modification of flushing system Replacement of CFL tubes with LED lights
2030 Achieve water neutrality across all facilities The restroom flushing in buildings utilized a pneumatic CFL tubes at our Pune and Hyderabad facilities have been
pumping system. To maintain the pressure at the pumping line, replaced with enhanced LED lights which enabled a significant
Water management 100% by 2025 Water recycled on dedicated campuses pumps needed to be operated continuously, leading to higher reduction in lighting energy use at these facilities. The move
power consumption. To make the system more energy efficient, is expected to save 3,701.38 kWh of energy, with payback and
zero maintenance cost for five years.
25% by 2025 Per-capita water consumption reduction (base: 2019) plumbing lines were modified together with overhead tanks
and automatic pumping system, where the water now needs to
2025 Eliminate all waste sent to landfill across all facilities be filled once or twice a day and water pressure is maintained Renewable energy
Waste management through gravity force. This reduced the pump operating time by
We have committed to making our operations run on 100%
20% by 2025 Reduction in per-capita waste generation (base: 2019) 21% resulting in energy savings of 5,913 units/annum.
renewable energy by 2025. During the year, 77.77% of
electricity requirement for our India operations were met by
Replacement of PAC units renewable resources. We are constantly working with partners
The global data center at Bengaluru has Precision Air and governments in various states to increase our electricity
Energy conservation and emission management Conditioning (PAC) units with a total capacity of 86 TR. These consumption from renewable resources.
units use technologies that are 14 years old, with the power
We employ a two-pronged approach towards energy efficiency. With an aim towards power conservation in operation and (in %)
consumption being on the higher side. To optimize the
We promote behavioral changes even among our associates by maintenance of facilities, best practices were implemented
energy consumption, we replaced existing units with inverter 74.8 77.77
encouraging conservation of energy and smart management of through which we were able to save the power consumption 67.1
technology compressors (PDX PAC units) with a total capacity of
lighting, heat ventilation and cooling requirements. Our design of 8.24 Lakhs units per annum, resulting in cost reduction of
56 TR. It is the highest performing direct expansion floor mount 56.2
considerations and operational practices weave energy efficiency INR 7.41 Million.
unit in its range, driving up efficiency to 95%. These modulate at
into our day-to-day operations. Some of the steps adopted include
compressor and fan levels to decrease the energy consumption.
efficiently utilizing our energy sources, lowering our carbon
Post installation, the power utilization effectiveness value of
emissions, monitoring our energy consumption and putting an
the data center has improved from 2.0 PUE to 1.52 PUE. Energy
efficient waste management plan in place.
units saved through this initiative is 74,321 units/annum.
FY22
FY19
FY20
FY21
The same initiative was implemented at CISCO, our data center
The following are the few major initiatives and interventions completed.
at our Bengaluru Whitefield office, where the energy savings
was 1.8 Lakh units.
Optimization of UPS
Water management
As part of this program objective, we have reduced 3.99 MVA UPS
capacity across all our locations in India. In FY22, we reduced
the installed capacity to 480 KVA from 640 KVA, which is 25%
2.57 L As a responsible organization, we are committed to conserving
Energy units saved through replacement of PAC units at global fresh water to reduce our load on the community. Our water
lesser, in our global village facility in Bengaluru. This has been data center & CISCO data center at Bengaluru consumption has drastically reduced due to remote working
implemented by analyzing the load pattern over the last two years since the pandemic. The 3R (reduce, reuse, recycle) approach
including an assessment of the future load pattern. Improved is embedded into our operations to ensure minimal freshwater
intelligent monitoring system in the installed UPS, enables us to usage and various initiatives have been put in place to achieve
track the operation and load pattern remotely. This initiative has this. At most of our facilities, water requirement for flushing,
also brought down the air conditioning demand for the UPS room landscaping and HVAC cooling tower is met through recycling.
space.
Our energy conservation has been estimated at 2.39 Lakh kWh per Zero
annum, with a cost savings of INR 44.22 Lakh per annum with ROI Wastewater discharge
of 10 months. from our campuses
54 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 55
Environment Environment
Awards
At our Bengaluru facilities, through our rainwater harvesting &
installation of recharging pit initiative we ensure to recharge the
groundwater level. These projects helped us to reduce private
water purchase by 12,370KL in this financial year.
Water performance
(kl)
Source FY20 FY21 FY22
Ground water extraction 4,141 9,516 12,370
Municipal corporation 50,003 13,716 15,384
Private suppliers 121,134 12,672 11,352
Packaged water 4,821 426 412
Rainwater 4,120 2,551 2,712 Mindtree Bengaluru west campus won two prestigious accolades: Mindtree’s six locations in India have received
reduce the amount of waste to landfill, while increasing the Day and Earth Day. in the 22nd edition of CII National Award for Excellence in Energy
quantity of recycled/reused waste, in an eco-friendly manner. We Management 2021
The inorganic waste consists of all other types of waste, such
focus not only on recycling but also on limiting waste generation.
as paper, plastic, and metal, which are segregated at the source
The combination of reduction in waste, waste segregation,
and are disposed off through authorized recyclers. Packing waste
recycling, on-site composting and incineration has led to reduced
like cardboard is reused for couriering the laptops to employees
burden on the city landfills.
working remotely.
All the waste generated within our office premises are disposed by
Reuse of metal scrap by our inhouse team to fix handrails for
authorized recyclers as per legislations. Hazardous, biomedical
ladders to access overhead tanks resulted in a savings of INR 9.2
and e-waste are disposed by recyclers who are authorized by the
Lakh. Construction waste is disposed to our vendor and reused for
Pollution Control Board. Printers, toners and cartridges are given
construction of roads, thus eliminating 380 tons of waste reaching
back to the partner for refill for reuse.
to landfill.
The organic waste generated within our campus comprise food
During the year, we also implemented the Well-being Out of Waste
waste, garden waste and Sewage Treatment Plant (STP) sludge. We
(WOW) initiative - a program where recyclable waste is scientifically
treat our organic waste using in-house organic waste composter
disposed and sent for recycling. In FY22, we successfully
that converts waste into manure. Sludge generated from STP is
recycled 99.17% of the recyclable waste generated within our
dried and blended with this compost. The manure is being used as
office premises.
fertilizer for landscaping within the campus. We also distribute the
Mindtree was awarded Mindtree Bengaluru west campus received
Waste footprint
for Excellence in SURAKSHA PURASKAR
Total Quantity
Sustainability category
Source % at the national level from National Safety Council of India (NSCI)
(kg)
Safety Awards in Service sector. Mindtree was recognized for
Electronic 42.939 7.7% exemplary Occupational Safety & Health (OSH) performance and
Hazardous 47.212 8.5% at the iNFHRA Workplace Excellence Awards 2021. We were commitment to reduce workplace injuries, implementation of the
Inorganic 4.006 0.7% recognized for our efficient energy conservation program, water best OSH practices and continual improvements.
saving and offsetting of overall organizational carbon footprint
Organic 44.034 7.9%
through various initiatives
Packaging 12.315 2.2%
Other 405.028 73.0%
Total 555.534 100.0%
56 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 57
Social Social
People
11,200+
Net headcount addition
122,000
Courses completed on Yorbit in FY22
Communities
159,062
Beneficiaries of CSR projects
22
Projects
Customers
5.89
Customer Experience Survey score achieved in FY 22
on a scale of 1-7
Uplifting people
Suppliers
2,900+
Suppliers across locations subject to local sourcing
norms, code of conduct and human rights philosophy
with insightful care
58 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 59
Social Social
Attracting the best talent has always been an important focus area We launched a new employee referral portal to simplify and track
recently added multiple next wave disruptive technology Career Compass – career architecture
courses in Al, Automation, IoT, and Blockchain. Our globally
for us. We believe that our people are not only our greatest asset but our referral process, conducted several employee referral initiatives, framework
accessible virtual cloud labs provide a sandbox environment,
also our biggest competitive advantage. Our strategic cross-platform ramped up internal job postings and improved our career microsite At Mindtree, our commitment to ‘caring for people’ enables
allowing our employees to practice the skills they learn. With
initiatives have been successful in attracting several exemplary to streamline hiring. Our effective talent selection programs and us to bridge the gap between employer and employee and
Yorbit, we have consistently helped employees reskill, upskill,
Minds, strengthening our capabilities and value proposition. methodologies utilized digital assessments to improve the reliability create an environment that fosters growth for all. This career
and cross-skill on a large scale.
of our decision-making process. Our new in-house SharePoint framework links key talent processes like Demand Fulfillment,
35,000+ based application helped track all offered talent through the pre-
Virtual Global Learning Center Skilling, Rewards, and Performance Management to create a
Mindtree Minds working across 24 countries onboarding journey. We also enhanced our acumen for hiring by robust competency building program with a strong focus on
putting together a best-in-class recruitment team. The Global Learning Center at Mindtree Kalinga has been future skilling.
19,000+ designed to create ‘engineers of tomorrow.’ Our blended
The career framework is designed to meet the needs of the
Gross hires in FY22 3,077 learning courses, engaging initiatives and unique online games
customer while offering Mindtree Minds a variety of career
Employee referral hires in India have made the process of onboarding and training new recruits
options in the direction they choose to progress. There is a
Campus hiring faster and smoother.
holistic supply chain of talent that aligns to business goals and
Campus hiring is an important step for pyramid balancing, 3,427
maintaining the overall employee cost and to address attrition. This Hires globally 122,000 delivery model and Mindtree Minds aspirations.
Courses completed on Yorbit in FY22
year we took several steps to strengthen the campus intake process For a detailed read on our Learning and Development programs,
to ensure we are getting high quality talent into the organization. 21%
Total hiring through referral program in FY22 3,400 please refer PG. 143
Courses
100 T-Schools and 75 Arts
Partnered with for deeper student engagement
5.5 Million
Hours spent on learning on Yorbit since
5,900 campus hires inception
From 40 colleges in FY22
60 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 61
Social Social
Diversity and Inclusion teams. The program has also been extended to and adapted for MIND – Mentoring In New Dimension It is a step in the right direction for our overall design change
senior leaders. ‘MIND’ is a structured mentoring program for high potential to role-based continuous assessments covering performance
At Mindtree, we believe that diversity is a key driver for success. women Minds in mid-management roles. Mentoring is a proven and capability.
Our consistent focus on creating an inclusive environment Women Tech Trailblazer asset in spurring professional and personal growth, and we
fosters a sense of belonging for everyone. Our Diversity believe it is an important factor that can help a professional Top Talent Initiative
We encourage women to take up technology as a long-term
and Inclusivity (D&I) charter makes sure that there is no advance her career. We have conceptualized the Top Talent Initiative (TTI) to devote
career, with focused skilling to keep them abreast of the
discrimination on the basis of ‘EDGES’ – Ethnicity/Nationality, dedicated time in nurturing and engaging top talents with an
changing technology landscape. While technology skilling
Disability, Gender and Sexual Orientation. The Diversity
is crucial, life skills or coaching is equally important to help Women Wednesdays intent to promote a meaningful career journey. As part of this
& Inclusion Council guides and ensures the promotion of initiative, we are focusing on three areas which are cumulatively
women succeed. This program at Mindtree is targeted at Women ‘Women Wednesdays’ is a unique initiative where we invite
D&I activities. called CwC (Career-Wellness-Connects).
Minds who are at associate, junior and mid-senior levels. Our women leaders from both within our organization and
initiative helps women make the right choices with confidence, externally to share the stage at Mindtree. Through their life
Our diversity and inclusion (D&I) mission conviction and clarity to break the glass ceiling. We have Compensation and benefits
journeys and experiences which they share with the teams,
statement conducted over eight batches with 140 plus women, receiving these leaders stand out as role models to other women, help
positive and encouraging feedback from all participants. Our rewards and benefits programs are designed to
The brand identifier ‘In Harmony’ emphasizes on creating break gender bias and provide unique insights and tips to help
differentially recognize Mindtree Minds' performance, expertise
an environment where unique persons of varied ethnicity, women advance in their professional careers. Each session has
and potential to attain business goals, while remaining
nationality, abilities, gender, and sexual orientation, can come Focused Leadership Program - She WILL seen the participation of around 800+ Minds.
competitive and equitable. Our variable compensation
together ‘In Harmony’ to redefine possibilities.
structure is aligned to business growth and goals, with an aim
Sensitization workshops to ensure higher cashflow for Mindtree Minds. The variable
At Mindtree Inclusion is Respect | To further our commitment towards LGBTQIA+ inclusion, we compensation plan for Mindtree Minds in Sales, middle and
Career Compass program Reward high performers both as individuals and teams
62 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 63
Social Social
64 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 65
Social Social
Education projects
280 Outcomes Pet, Chennai, Tamil Nadu, through our association with
62
Children with disabilities will benefit through Bal Bhavan
The science teachers, in addition to the Agastya science
Gubbachi experiment sessions, are using the same kit at school for Beneficiaries of SPASTN
We have been improving the learning levels of children of handling science sessions Association of People with Disability (APD)
migrant laborers studying in grades one, two and three in Improved curiosity to learn science was observed in all
We provide continuity in education and physiotherapy to
government schools in Kodathi, Karnataka. children with disabilities from the economically weaker sections CURE International India Trust
students as we nurture their creativity and instill confidence
in them (EWS) in families, in and around Chitradurga, Karnataka, through We provide treatment to children with club foot using ‘Ponseti
104 children
School children benefitted through the Gubbachi program maintenance phase. After the Plaster of Paris (POP) casting, their
among students
foot has become normal. However, they still need to use Foot
Identified for individual rehabilitation
Dream-to-Reality (D2R) Abduction Brace (FAB) shoes for the next four years to avoid
400
Students participated in science fairs in Hyderabad and Pune
become self-reliant as we help them to accomplish their goals. children through sub-centers/ centers/home based and tele-
Mindtree Foundation recently inaugurated a Digital Library in rehabilitation
Beneficiaries of Clubfoot treatment
Somanahalli School with 15 desktop computers. We continue to
pay the school/college academic fees for all the 22 children. 8,000
Children participated in Quiz online
841 AMBA
22 Therapy interventions were provided to children We provide training in data entry for youths with moderate to
severe intellectual disability, to make them independent and
Beneficiaries of D2R
3 help them earn a dignified livelihood.
Winners each in Pune and Hyderabad in
44 children
Sikshana @ Home
This program provides continuity and enhances the
Quiz programs
Received different types of aids and appliances 200
Beneficiaries of AMBA program
foundational literacy and numeracy among rural government
Livelihood
school students in grades four to seven from Chitradurga,
Tumakuru and Madhugiri districts of Karnataka. Due to the 28 children Centurion University
closure of schools due to the pandemic, children’s education Yuva Jyoti (BRDO) Underwent audio logical evaluation for hearing aids We create sustainable and alternative livelihood opportunities
was suspended for two years. The foundational booklets We create sustainable alternative livelihood opportunities for rural youths with speech and hearing disabilities as Sewing
provided by Sikshana helped them catch up with their studies for school drop-outs and unemployed youths. The training Machine Operators (SMO) through this program.
and make-up for the loss of off-line classes. and the certification produces good results in the job market 178 children
with students getting jobs in the immediate vicinity - contract In 44 community schools were enrolled and retained
60
1,41,966 jobs with government departments, jobs in retail and service
showrooms, employment as computer teachers in private Youths benefitted through Centurion University program
Beneficiaries of Sikshana @ Home schools, etc. Observed positive changes in educational outcomes such as
learning alphabets, letters, weeks, months, colors, domestic
Bangalore Medical Services Trust (BMST)
957
animals and wild animals, things, names of vegetables and
fruits, forming simple sentences and names of parents in sign We conduct free blood tests and blood transfusions for BPL and
Rural youths benefitted through Yuva Jyoti program language. low-income patients month-on-month. 400 blood transfusions
were done free of cost for 50 thalassemia patients.
66 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 67
Social Social
2,500
through online portals
Content development
Beneficiaries of Goonj program
Capacity building workshop
Skill based training
IndiVillage Foundation
We procured oxygen concentrators fitted in four buses to treat eVidyaloka is an educational social enterprise with a vision to
6 COVID-19 patients at a time, in their golden hours, in rural give rural children access to quality education. It is realized
talukas of Karnataka. by connecting passionate teachers from across the world with
government primary schools in remote and rural villages of
150
COVID-19 patients treated
5,000 FY22 Customer Experience Survey scored over 5.89 on a scale of 1-7.
Tree saplings planted till March 2022 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
Sports project evidence of the dedicated efforts of our teams and our disciplined execution. This was possible because:
We have supported 10 Indian para-athletes to prepare for Our top brass were active sponsors for key accounts
competing in Paris 2024 Paralympic Games.
We attained our goals on profitable growth through customer stickiness that is a result of our commitment to customer satisfaction
Watershed project – National Agro Foundation
Customer Experience Survey Scores
(NAF)
This is a holistic approach centered around building water Particulars 2019 2020 2021 2022
bodies. This aims to engage farmers in active farming, giving
them a dignified livelihood with increased productivity Satisfaction 5.68 5.73 6.05 5.78
through enhanced opportunities to market of the grains they
produce. In addition, we provide renewable energy solutions for Loyalty 5.67 5.79 6.06 5.90
streetlights and households. We also work towards improving
Advocacy 5.75 5.88 6.17 6.00
school facilities and provide weather/crop advisory to farmers.
Value for money 5.50 5.42 5.82 5.71
68 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 69
Social Social
Best practices
Supplier engagement
We have regularly engaged with our suppliers. Through this
activity we review market challenges and asses how to mitigate
risks related to supply chain issues. This is a continuous process,
Supplier sustainability and we will keep engaging with suppliers on this.
70 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 71
Governance Governance
Working with
integrity to do
what is right
72 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 73
Governance Governance
20%
30% 30%
Governance strategy 70% 80% 70%
Governance by Shareholders
Shareholders appoint and authorize the Board of Directors to
conduct business with objectivity and ensure accountability.
Governance Strategy & Marketing/ Planning
6 Age profile
4
Independent Directors 18% 18%
Average tenure of
36-55 years Independent Directors
(including 2 Women Directors)
56-70 years
2 98%
>70 years
64%
74 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 75
Governance Governance
Board committees
As per the requirements of law, various committees have been constituted by the Board. Additionally, Foreign Exchange Hedging
Committee and Strategic Investment Committee have also been constituted with specific responsibilities, including engagement with
relevant stakeholders. The committees have a defined charter and update the Board periodically. Below are the Board Committees and
their major responsibilities.
Audit Committee Nomination and Remuneration Stakeholders’ Relationship Risk Management Corporate Social Responsibility Foreign Exchange Hedging
Committee Committee Committee Committee Committee
Prasanna Rangacharya Mysore Apurva Purohit Bijou Kurien Akshaya Bhargava Deepa Gopalan Wadhwa S N Subrahmanyan
Chairperson Chairperson Chairperson Chairperson Chairperson Chairperson
Frequency
Quarterly Annually
Half-yearly Event based
76 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 77
Governance Governance
Anilkumar Manibhai Naik Mr. A M Naik is the Honorary Consul General for Denmark. He was
Non-Executive Chairman conferred the Danish Knighthood by Her Majesty Queen Margrethe
in 2008 and a further honor, the Order of the Dannebrog - Knight
Mr. Anilkumar Manibhai Naik is the Group Chairman of L&T Group First Class in 2015.
of Companies. He mirrors the values of the organization he heads
- professionalism, entrepreneurship and a passionate commitment
Industry and academia
to advancing the interests of all stakeholders. Under his leadership,
L&T overcame multiple challenges and emerged stronger with a • The Government of India appointed him as Chairman of the
sharper focus on profitable growth. Media surveys and peer group National Skill Development Corporation (NSDC) from November
assessments rank Mr. A M Naik among the world’s best performing 2018 to April 2022.
business leaders. • Helmed the Indian Institute of Management – Ahmedabad
(IIM-A) as Chairman of the Board of Governors from 2012
He joined L&T as a Junior Engineer in 1965, and rapidly rose
to 2016
to positions of increasing responsibility as he moved from
General Manager to Managing Director and CEO, and then to his • Member of the Governing Body of the Charutar Vidyamandal
appointment as Chairman and Managing Director on December University, Gujarat
29, 2003. He was the Group Executive Chairman of L&T from • Appointed Co-leader by the Ministry of Commerce and Industry,
2012 to 2017. In October 2017, he stepped aside from executive Government of India of the India-Malaysia CEOs Forum
responsibilities, and was appointed Group Chairman. • Was senior member of the Confederation of Indian Industry (CII)
To transform L&T into a world-class conglomerate, he led a National Council.
transformational process that boosted shareholder value. • Led Indian industry's delegation to the 17th Congress of World
His leadership has seen a remarkable improvement across all Energy Council at Houston, 1998
parameters of business performance – market capitalization, • Ex-Member of the Board of Trade, Ministry of Commerce,
consolidated turnover and net worth. He also spearheaded the Government of India, Fellow of the Indian National Academy of
restructuring of the conglomerate to facilitate its aggressive Engineers (INAE)
growth across a large revenue base.
• Participated in the 6th India-EU Business Summit in New Delhi
Decades ago, he kick-started the process of indigenizing the in 2005
manufacture of critical equipment for the defence sector and • Was Co-Chairman of the Indo-Russia CEO Forum and active
process industries. His efforts led to L&T assuming leadership member Indo-Japan Business Leadership Forum
position in the design, development and manufacture of missiles
and weapon systems and forging a vibrant relationship with
9 8 10 6
7 11
national bodies for defence R&D and space research. He also Awards & Recognition
infused a global perspective to L&T’s operations. This involved • Padma Vibhushan – one of India’s highest civilian honours
4 2 1 3 5
revamping mindsets and ensuring that virtually every critical (Honours List, January 26, 2019)
activity is benchmarked against global standards. Other landmark • Padma Bhushan – coveted national honour presented by the
achievements that have yielded significant value for the L&T and President of India (March 31, 2009)
its stakeholders include the de-merger of the cement business. He
• Gujarat Garima (Pride of Gujarat) Award from the Government of
conceptualized the proposal for the L&T Employees’ Trust which
Gujarat (January 13, 2009)
has ringfenced L&T, enabling the Company to retain its unique
character and strengthen the employees’ sense of belonging. • Danish Knighthood: Conferred rank of Knight of the Order of the
Dannebrog (2008). In 2015, he is conferred a higher rank – the
1. Anilkumar Manibhai Naik 6. Apurva Purohit 11. Chandrasekaran Ramakrishnan His emphasis on HR and the nurturing of human capital triggered Order of the Dannebrog Knight First Class
Non-Executive Chairman Independent Director Independent Director major initiatives to attract, retain and groom talent. He is also
• Conferred the Ernst & Young Lifetime Achievement Award 2021
C M M principally responsible for the use of IT as a major enabler across
(April 12, 2022)
L&T’s businesses.
• Inducted into CNBC-TV18’s ‘Hall of Fame’ for demonstrating
2. Sekharipuram Narayanan Subrahmanyan 7. A
kshaya Bhargava
A concern for social upliftment complements Mr. A M Naik's keen outstanding leadership in the corporate world over the years
Non-Executive Vice Chairman Independent Director
business interests. He was instrumental in setting up the Larsen (April 1, 2022)
M C C C M & Toubro Public Charitable Trust, which is engaged in a wide
• Lifetime Achievement Award presented by leading business
spectrum of community development initiatives, including skill
publication Business Standard (December 2, 2021)
training at several locations around the country.
3. D
ebashis Chatterjee 8. B
ijou Kurien • Outstanding Institution Builder award from the apex body for
Audit Committee
Chief Executive Officer and Managing Director Independent Director He remains deeply committed to the community, and has pledged management in India, the All India Management Association
M M M M C M Nomination & Remuneration Committee 75% of his wealth to social causes in the sectors of healthcare, (September 23, 2021)
education and skill development. A robust mechanism which he put
Stakeholders’ Relationship Committee • Alma mater Birla Vishwakarma Mahavidyalaya names a hostel
in place ensures that every philanthropic initiative is continuously
4. R
amamurthi Shankar Raman 9. Prasanna Rangacharya Mysore after Mr Naik and announces doctorate to be conferred
Corporate Social Responsibility Committee monitored and achieves stated targets.
Non-Executive Director Independent Director (August 2, 2021)
M M M C M Risk Management Committee
78 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 79
Governance Governance
80 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 81
Governance
82 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 83
Management Discussion and Analysis Management Discussion and Analysis
Management Discussion
IMF global growth forecast as of Jan 25, 2022 (%) Within emerging markets and developing countries (EMDEs)
manufacturing activity has picked up substantially. Lockdowns
Actual Projections
Particulars scrambled the supply delivery time for production materials
2020 2021 2022
and Analysis
and final goods to other parts of the world. Along with continued
World Output -3.1 5.9 4.4 supply chain disruptions and tight labor markets, inflation
Advanced Economies -4.5 5.0 3.9 continues to rise in many EMs owing to higher fuel and food
prices. There are initial signs of a diverging growth trend between
US -3.4 5.6 4.0
developing and developed economies in the post-pandemic era.
Eurozone -6.4 5.2 3.9
Japan -4.5 1.6 3.3 According to the IMF, the recent Russia-Ukraine conflict will
continue to have a substantial impact on the global economy and
UK -9.4 7.2 4.7
financial markets, with significant spillovers to other countries.
Other Advanced Economies -1.9 4.7 3.6
276
boosted economic recovery. progress is made towards stabilizing inflation at its medium-term
target. The ongoing Russia-Ukraine crisis also acts as a headwind
However, many low-income, emerging economies continue to
Active clients as at the end of FY22 for speedy economic recovery.
struggle with the uncertainties unleashed by the pandemic.
USD 1.4B+
Rising supply chain disruptions, semiconductor shortages and In the UK, a series of issues including supply chain disruptions,
the continued energy crisis have further worsened the situation. labor shortages, Brexit trade restrictions and panic buying,
Revenue According to the International Monetary Fund (IMF) outlook as moderated growth in the second half of 2021. Private consumption,
of January 2022, global growth is predicted to be 4.4% in 2022, rather than investment, remained a real driver of activity. In the UK,
35,000+ down from 5.9% in 2021, and will further drop to 3.8% in 2023.
But the forecast hinges upon improved health conditions induced
majority of the population have already received a booster dose,
but lower income households continue to struggle to manage the
Mindtree Minds across the globe
by aggressive vaccination drives, coupled with the availability of inflationary pressures as they attempt to re-enter the workforce
24
advanced and effective therapies. By the second quarter of 2022, post furlough.
the negative impact is expected to lessen, provided there are no
Countries worldwide fresh outbreaks.
84 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 85
Management Discussion and Analysis Management Discussion and Analysis
by FY26
86 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 87
Management Discussion and Analysis Management Discussion and Analysis
We have built a robust platform-led service model to execute In summary, innovation helped us modernize our delivery Blockchain
large cloud migration and modernization projects, combining the with (a) data-driven governance (b) tool-driven processes, and
power of Artificial Intelligence, Machine Learning, bots, intelligent (c) automation, enabling us to serve our customers effectively. Blockchain holds the promise of decentralization with secure and
analytics, real-time reporting and agile methodologies. Our key We believe that innovation is a continuous journey, and we are scalable solutions, while ensuring transparency, traceability and
strengths include: leading the way. automation. COVID-19 has accelerated the adoption of blockchain
across geographies, industries and businesses. We have built
partnerships with leaders in this space – Hyperledger Foundation,
• Platform as a fabric for delivery: Our platform-led service Pervasive AI and Applied Intelligence
delivery approach uses ‘Mindtree Cloudknit’ to seamlessly R3 Corda, Ethereum, DAML, Chainlink, etc. – with a team of
deliver offerings. It is an analytics-driven, secure, composable Our analytics solutions leverage human and artificial intelligence certified architects and developers spread across the globe.
cloud management platform, built on Mindtree’s proprietary to convert data into actionable insights. We provide business
We have three focus aspects:
accelerators and integrated with industry leading tools. value of insights, improve time to insight and optimize cost per
Cloudknit helps customers migrate, monitor and manage their insight, with our design thinking approach, data engineering
entire cloud infrastructure, serving as a single pane window for and automation.
the management of public, private and hybrid cloud, IoT, Edge We aim to unlock value for our clients by driving superior customer
and end point devices. experience, empowering the workforce ecosystem to innovate and Consulting excellence: We offer services for different maturity
• Dedicated hyperscaler business units: We have set up creating new growth streams while optimizing operations. levels, including blockchain-specific use-case identification,
dedicated hyperscaler business units across AWS, Azure and platform selection, technical due diligence, architecture
Our service offerings comprise: assessments etc., helping to create centers of excellence for
GCP to advance our global talent, resources and capabilities.
Our strategic partnerships help customers drive their edge-to- Business-led analytics solutions our clients.
cloud transformation journey, making cloud the unifying factor. − Predictive analytics
• Comprehensive cloud migration and modernization process: available to every team member. It was constructed automatically − Insights sandbox
Our cloud transformation engagements involve assessing from various systems, including the context of everyone’s work, − Industry-specific analytics solutions
applications holistically before migrating and redesigning skills, project contributions and so on. The ML-powered algorithm
workloads to leverage both IaaS and PaaS solutions. We use − Value-led experimentation Engineering excellence: With internal accelerators and IPs like
locates similar projects across the organization, enabling better
our continuous testing, DevOps capabilities, application collaboration and team relations. Diagnostic and design Blockchain Automation Platform and Smart Contract Factory,
monitoring, real-time analytics and automated troubleshooting we want to drive quick turnaround for business prototypes and
The focus is not only on bringing the data together but also − Discovering and evaluating the readiness of existing
to improve application performance, availability and security. accelerate time-to-value.
on maximizing automation and providing an engineering infrastructure to deliver high-quality analytics solutions
• Cloud center of excellence: We have built a cloud center of
environment for our teams. We have built capabilities such as Operations analytics
excellence where several architects and subject matter experts
‘on-demand provisioning’ that eliminates the need for service
from Mindtree and clients’ organizations, work together to − AI/ML model production
requests and associated approval processes. The governance
streamline the entire cloud migration experience and enable a − Deployment at scale
process performed earlier used slide decks and spreadsheets.
robust support system for the new environment. Open-source excellence: We also contribute to open-source
The current system provides instant access to information, saving − Continual optimization
projects (e.g., Bevel project within Hyperledger Foundation). We
thousands of hours of manual effort in data preparation.
Modernizing delivery with innovation Data analytics are an accredited HCSP (Hyperledger Certified Service Provider)
− Turning technology into business outcomes by delivering in Hyperledger Foundation’s marketplace.
We have created a system interface fabric that reduces the
information management, business intelligence, and analytic
complexity of the entire technology landscape, to modernize
solutions under one umbrella
our delivery organization. This enables us to efficiently utilize
our systems and infrastructure, without having to deal with the
Industry NxT
underlying complexity. This unified solution pushed seamless
integration with diverse technologies such as Microsoft 365, Facilitating Digital disruption is changing the way businesses design, produce
Salesforce, SAP, Azure, Delivery Platform, 3rd party systems and
numerous other homegrown solutions. We have been able to add Remote Working and distribute products. We leverage our deep domain expertise
across manufacturing, mining, engineering and construction,
predictive capabilities through Machine Learning (ML) and other energy and utilities and the logistics industries, to create
Artificial Intelligence (AI) techniques to this unified environment, In the current remote working innovative digital solutions using tools like IoT, AI/ML, geospatial,
achieving smart solutions and greater accessibility for everyone. scenario, our unified solution track & trace, vision analytics, AR/VR, Edge and cloud computing to
The solution is fundamentally context-driven. Based on the helped everyone to connect better deliver differentiated business outcomes for our customers. These
individual’s role, it automatically brings together relevant with their respective teams across solutions help businesses achieve digital agility and improved
operations, with preventive and predictive business actions,
information, enabling them to make data-driven decisions, have several locations powered by digital twins and AI. Our NxT Insights Platform drives
a bird’s-eye view on the areas that need attention, keep a close
watch on metrics and construct plans assisted by ML‑driven productivity, reliability, safety and efficiency, with industry-
predictions. With this approach we have been able to achieve data leading products such as AssetInsight, SmartWorker, Alchemy, and
democratization, where the details available to the CXO layer Geospatial Technologies.
of the organization is made available to the project teams and
everyone in between, through automated access management and
data security.
88 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 89
Management Discussion and Analysis Management Discussion and Analysis
90 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 91
Management Discussion and Analysis Management Discussion and Analysis
The scores of our annual Customer Experience Survey are provided below:
Financial performance
An overview of the consolidated financial results for FY22 and FY21 is given below:
Satisfaction Loyalty
FY22 FY21 Increase/
7
5.68 5.73
6.05 5.78 7
5.67 5.79 6.06 5.90 Particulars % of % of (Decrease)
` in Million ` in Million %
5 5 revenue revenue
3 3 Income from operations 105,253 100.0% 79,678 100.0% 32.1%
Expenses:
FY22
FY20
FY22
FY21
FY19
FY20
FY21
FY19
1 1
Advocacy Value for money Other expenses 9,231 8.8% 6,249 7.8% 47.7%
Earnings before interest, tax, depreciation and 21,956 20.9% 16,567 20.8% 32.5%
7 5.88 6.17 6.01 7 5.82 5.71
amortization (EBITDA)
5.75 5.50 5.42
5 5 Other income (net) 1,543 1.5% 1,231 1.5% 25.3%
3 3 Foreign exchange gain/(loss) 1,530 1.5% 286 0.4% 435.0%
Finance costs 502 0.5% 504 0.6% -0.4%
FY22
FY20
FY22
FY21
FY19
FY20
FY21
FY19
1 1
Depreciation and amortization expenses 2,420 2.4% 2,596 3.3% -6.8%
0 0
Profit before tax 22,107 21.0% 14,984 18.8% 47.5%
Tax expense 5,578 5.3% 3,879 4.9% 43.8%
Strategy Profit for the year (PAT) 16,529 15.7% 11,105 13.9% 48.8%
Our strategy is to deliver unmatched services to our clients, leveraging our
deep domain knowledge and technical expertise. This helps us sharpen our
focus, capabilities and solution offerings, to create a differentiated value Key financial ratios
proposition. It also helps clients consume our services seamlessly and Financial ratios FY22 FY21
provides us opportunities to cross-sell and up-sell more effectively. We
Debtors turnover ratio 7.00 5.87
believe focusing on these areas will enable us to attain market leadership in
our identified business segments. Interest coverage ratio 45.04 30.73
Current ratio 2.76 2.87
Our strategy is based on three guiding principles:
Debt equity ratio 0.10 0.12
• Simplify ways of working to enhance focus on delivering agile, integrated, EBITDA (%) 20.9% 20.8%
and efficient solutions Net profit (%) 15.7% 13.9%
• Differentiate through domain depth, IP and end-to-end digital Return on net worth (%) 33.8% 29.7%
transformation capabilities
Interest coverage ratio and return on net worth (%) improved on account of increase in profit for the year.
• Change to align with the ever-evolving technology landscape and
client expectations
Income
Additionally, our focus will also be on opportunistic M&A, alliance and
partnership building, along with creating future-ready talent. USD revenue for FY22 rose by 31.1% to USD 1,411 Million, while ` revenue rose by 32.1% to ` 105,253 Million.
Industry Groups Service Lines Geographies • Revenue by vertical: Communications, Media & Technology • Revenue by service offering: Cloud grew 29.4%, Data &
(CMT) grew 23.1%, Banking, Financial Services and Insurance Intelligence grew 30.5%, Customer Success grew 42.9% and
(BFSI) grew 19.1%, Retail, CPG & Manufacturing (RCM) grew Enterprise IT grew 15.4%
45.4%, Travel, Transportation and Hospitality (TTH) grew • Revenue by mix: Offshore was up 51.2% and Onsite was up by
RCM BFSI Customer Data & North America UK and Ireland 54.6% and Healthcare (HCARE) grew 52.9% 15.2%
Retail, CPG and Banking, Financial Success Intelligence • Revenue by geography: North America grew 25.0%,
Manufacturing Services and
Insurance Continental Europe grew by 61.4%, UK and Ireland grew by
56.3% and Asia Pacific (APAC) grew by 39.0%
Consulting
Healthcare Global Footprint
Mindtree NxT
92 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 93
Management Discussion and Analysis Management Discussion and Analysis
North America 74
77 CMT
43
46
Other expenses
18 Other expenses comprise all other incidental costs like travel, rent and computer consumables apart from employee benefits costs.
Continental 9 BFSI 20
Europe 7 A break-up of these expenses are as follows:
24
RCM 21
9
UK and Ireland 8 14
FY22 FY21 Increase/
TTH 12
Particulars % of % of (Decrease)
Asia Pacific 8 1 ` in Million ` in Million %
8 HCARE 1 revenue revenue
Travel expenses 1,088 1.0% 762 1.0% 42.8%
Revenue by distribution mix (%) Revenue distribution by service offering (%) Communication expenses 716 0.7% 583 0.7% 22.8%
48
Computer consumables 2,194 2.1% 1,514 1.9% 44.9%
Onsite Customer Success 42
55 39
Legal and professional charges 945 0.9% 526 0.7% 79.7%
Offshore
52 Data & 15 Power and fuel 183 0.2% 168 0.2% 8.9%
45 Intelligence 15
Lease rentals 144 0.2% 115 0.1% 25.2%
19
Cloud 19 Repairs and maintenance
- Buildings 404 0.4% 282 0.3% 43.3%
Enterprise IT 24
27 - Machinery 37 0.0% 43 0.1% -14.0%
Insurance 110 0.1% 105 0.1% 4.8%
FY22 FY21
Rates and taxes 648 0.6% 534 0.7% 21.3%
Our active customers list as on March 31, 2022, stood at 276 against 270 in the previous year. The number of USD 10 Million clients Other expenses 2,762 2.6% 1,617 2.0% 70.8%
increased to 32 as at March 31, 2022 as against 20 in the previous year. Total 9,231 8.8% 6,249 7.8% 47.7%
Other income (excluding foreign exchange loss/gain) Other expenses, as a percentage of revenue, has increased by change. The reportable business segments are in line with the
1%. Other expenses increased by 47.7% year on year, mainly due segment-wise information being presented to the CODM.
Other income in FY22 has increased to ` 1,543 Million from ` 1,231 Million in FY21, primarily due to increase in interest income on
to increase in travel expenses, computer consumables and legal
investments in term deposits and debt securities by ` 236 Million and sale of SEIS scrip license of ` 77 Million. Each segment item is presented at the measure used to report to
and professional charges. The rest of the increase is primarily
the CODM for the purposes of making decisions about allocating
attributed to an increase in recruitment expenses and staff
Foreign exchange loss/gain training expenses.
resources to the segment and assessing its performance.
Foreign exchange gain for FY22 was ` 1,530 Million as against a foreign exchange gain of ` 286 Million in the previous year, majorly due to Geographic information is based on business sources from that
gain on cashflow hedges reclassified to profit and loss in FY22. Profitability and margins geographic region and delivered from both on-site and offshore.
The geographic regions comprise North America, Continental
• PAT margin increased to 15.7% in FY22 from 13.9% in FY21 Europe, UK and Ireland and Asia Pacific (including Rest of the
Expenses • EBITDA margin increased to 20.9% in FY22 from 20.8% in FY21 World).
Employee benefits expense • Effective tax rate was at 25.2% in FY22, compared to 25.9%
Employee benefits expenses account for 60.1% of our total revenue and form a major part of our total expenses. The expenses include in FY21
fixed as well as variable components of employees’ salaries, along with contribution to provident fund and gratuity. Share based
payments to employees and staff welfare expenses are also part of that cost. Break-up of this head of expenses compared to the previous Segmental reporting
year’s numbers, is given below:
The CEO & MD of the Company has been identified as the Chief
FY22 FY21 Increase/ Operating Decision Maker (CODM) as defined by Indian Accounting
Particulars (Decrease) Standard (Ind AS) 108 Operating Segments. The CODM evaluates
% of % of
` in Million ` in Million % the Group’s performance and allocates resources based on an
revenue revenue
analysis of various performance indicators by industry classes.
Salaries and wages 58,183 55.3% 46,719 58.6% 24.5%
Accordingly, segment information has been presented for
Contribution to provident and other funds 4,324 4.1% 4,084 5.1% 5.9% industry classes.
Share based payments to employees 438 0.4% 99 0.1% 342.4%
The Group is structured into five reportable business segments –
Staff welfare expenses 333 0.3% 230 0.3% 44.8%
RCM, BFSI, CMT, TTH and HCARE. With effect from April 1, 2021, the
Total 63,278 60.1% 51,132 64.2% 23.8% Group has expanded its foray into the healthcare industry and has
Total employee benefits expenses has increased by 23.8%. As a percentage of revenue, employee benefits expenses decreased to 60.1% revisited the classification of existing customers. This has resulted
in FY22 from 64.2% in FY21. Increase in salaries and wages and contribution to provident and other funds, is in line with increase in in HCARE being introduced as a new segment and expanding the
revenue and headcount, taking into account cost optimization and pyramid rebalancing measures. Further, contribution to provident and TTH segment to include customers who were involved directly or
other funds in FY21 includes impact of provision for provident fund dues amounting to ` 659 Million. During FY22, share based payments indirectly with the real estate sector. Accordingly, the Group has
to employees has increased majorly due to increase in options granted under the new ESOP 2021 plan. re-classified certain customers between the segments and the
comparative numbers have been restated to give effect to such
94 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 95
Management Discussion and Analysis Management Discussion and Analysis
` 4,528 Million
experts in their own fields, to share their experience, journey
and the challenges faced by them. This series has gained
huge popularity among Mindtree Minds and has also created
avenues wherein they are able to apply solutions and ideas
from these leaders, making the talks an unusual source
of learning.
96 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 97
Management Discussion and Analysis Management Discussion and Analysis
External awards
Women employees 33% 32% growth path. Safe harbor
Certain statements in this release concerning our future growth
At Mindtree, we have always prided ourselves on going above *Nationalities represent the count of countries to which Mindtree We are confident in our ability to sustain our strong momentum and
prospects are forward-looking statements, which involve a number
and beyond. One such area is participating in external forums, Minds belong to. our endeavor to deliver industry-leading profitable growth, both
of risks and uncertainties that could cause our actual results to
platforms and awards, to showcase our best-in-class people organically and inorganically.
differ materially from those in such forward-looking statements.
programs and initiatives. This year too, we added a couple of Internal control systems The conditions caused by the COVID-19 pandemic could decrease
feathers in our cap. These recognitions reminded us why our work We have an Internal Control System commensurate with the size, Forward-looking statement customers’ technology spending, affecting demand for our
matters and how it makes a difference in the bigger picture. scale and complexity of our operations. Readers are cautioned that this discussion contains forward- services, delaying prospective customers’ purchasing decisions,
We are proud to have received the following awards looking statements that involve risks and uncertainties. When and impacting our ability to provide on-site consulting services;
For more details, please refer PG. 161 used in this discussion, the words ‘anticipate’, ‘believe’, ‘estimate’, all of which could adversely affect our future revenue, margin
• Great Place to Work certified – India (July 2021-July 2022) ‘intend’, ‘will’ and ‘expect’ and other similar expressions as they and overall financial performance. Our operations may also be
relate to the Company or its business are intended to identify negatively affected by a range of external factors related to the
• Great Place to Work – Best Leadership in Crisis (August 2021)
Threats, risks and concerns such forward looking statements. The Company undertakes COVID-19 pandemic that are not within our control. We do not
• Brandan Hall Excellence Awards (August 2021) We are exposed to a wide variety of connected and no obligation to publicly update or revise any forward-looking undertake to update any forward-looking statement that may be
− Human Resources - Best Advance in HR Data Analytics interconnected risks. To ensure suitable risk prioritization and statements, whether because of new information, future events, made from time to time by us or on our behalf.
mitigation, we identify the internal and external events that may
− Leadership Development - Best Unique or Innovative
affect our strategies and potentially impact our results, capital
Leadership Program
and reputation. Enterprise risk management (ERM) enables
− Human Resources - Best Benefits, Wellness and Well-Being the management to efficiently deal with uncertainty and the
Program associated risks and opportunities, along with enhancing the
• India’s Best Workplaces for Women – Top 50 Large Companies capacity to build shareholder value.
(September 2021)
For more details, please refer PG. 43 and PG. 227
• Great Manager Awards by Economic Times
− TA Pai Young HR Leader (October 2021)
− Great Managers Awards | Top 75 Managers (December 2021)
For more details on people section, refer PG. 60 and PG. 140
Recognised as ‘Great
Place to Work’
In India (July 2021-July 2022)
98 Getting to the future, faster Mindtree Limited | Integrated Annual Report 2021-22 99
Business Responsibility & Sustainability Report
4. Registered office address: Mindtree Ltd, Global Village, RVCE Post, Mysore Road, Bengaluru-560059, Karnataka, India
5. Corporate address: Mindtree Ltd, Global Village, RVCE Post, Mysore Road, Bengaluru-560059, Karnataka, India
6. E-mail: [email protected]
8. Website: www.mindtree.com
9. Financial year for which reporting is being done: 01 April 2021 – 31 March 2022
10. Name of the Stock Exchange(s) where shares are listed: National Stock Exchange of India Limited (NSE) (Stock Symbol: MINDTREE)
and BSE Limited (Stock Code: 532819)
12. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR
report:
Paneesh Rao
Global Head of Sustainability
+91 80 67064000
[email protected]
13. Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e., only for the entity) or on a consolidated
basis (i.e., for the entity and all the entities which form a part of its consolidated financial statements, taken together):
Disclosures made in this report are on a standalone basis and pertain only to Mindtree Limited (“Mindtree”). It covers all global
operations for economic category performance disclosures and our social and environmental performance disclosures pertaining to
India operations, where our largest employee-base, social and environmental impacts lie.
II. Products/Services
14. Details of business activities (accounting for 90% of the turnover):
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
a. Number of locations
Locations Number
National (No. of States) 7
International (No. of Countries) 23
b. What is the contribution of exports as a percentage of the total turnover of the entity?
Industries served section in this annual report covers the details of our customer segments.
IV. Employees
Mindtree has Full time Employees (FTE) and sub-contractors. The Company does not have any workers. Accordingly, workers related
information is not applicable.
While we are transgender-inclusive with recent recruitment (six people) into our talent pool, this BRSR follows the template given by
SEBI with conventional M/F categorization and total count including them in data reporting.
FY 2021-22 FY 2020-21
Grievance Redressal
Stakeholder Number of Number of
Mechanism in Place
group from Number of complaints Number of complaints
(Yes/No) (If yes, then
whom complaints pending complaints pending
provide web-link for Remarks Remarks
complaint filed during resolution at filed during resolution at
grievance redress
is received the year close of the the year close of the
policy)
year year
Communities Yes. Project execution Nil Nil Nil Nil Nil Nil
team appointed by the
NGO partner working on
the ground.
Investors* NA NA NA NA NA NA NA
(other than
shareholders)
Shareholders Yes, Mindtree has a 28 Nil Nil 31 Nil Nil
designated e-mail ID,
[email protected]
and centralized web-
based complaints redress
system called “Scores”.
FY 2021-22 FY 2020-21
Grievance Redressal
Stakeholder Number of Number of
Mechanism in Place
group from Number of complaints Number of complaints
(Yes/No) (If yes, then
whom complaints pending complaints pending
provide web-link for Remarks Remarks
complaint filed during resolution at filed during resolution at
grievance redress
is received the year close of the the year close of the
policy)
year year
Employees Yes, we have an internal 168 Nil Nil 247 Nil Nil
and workers mechanism MindSpeak
Customers Yes, escalation matrix Nil Nil Nil Nil Nil Nil
provided with various
modes including tool-
based system.
Value Chain Yes, escalation matrix Nil Nil Nil Nil Nil Nil
Partners provided in contracts
Other (please NA NA NA NA NA NA NA
specify)
* The Company has only category of Investor - Equity shareholder. Hence this is not applicable.
1 Environmental Risk (R) New laws related • Mindtree monitors all regulatory Negative Implication
& CSR norms to environment requirements on regular basis. Concerned
and CSR activities teams along with in-house compliance
are being enacted team ensures adherence to all statutory
globally. Adherence requirements. These areas are also covered
to these new laws under the internal audit program from
poses challenge. a compliance point of view. As part of
sustainability reporting, independent
assessments conducted also ensures the
gaps, if any, are addressed.
2 Climate Risk (R) Climate change • Mindtree has done a hazard risk analysis Negative Implication
change can impact our & the impact of severe climate changes
operations due to may take time to materialize. Currently,
extreme weather our centers are climate controlled and has
conditions like business continuity plans to counter any
cyclones, heatwave, disruptions.
and floods, to name
• Mindtree increases awareness by sending
a few events that
mailers to Minds & partners of the affected
have the potential
locations. Thereby ensuring effective
to create severe
communications for all affected stakeholders
disruptions.
along with possible resolutions.
4 Waste Risk (R) Improper disposal of • All the hazardous, biomedical and E-waste Negative Implications
Management waste will lead to are disposed as per the regulations to
non-compliance of authorized state pollution control board
laws and result in partners for recycling/ destruction.
GHG emission.
• All other mixed solid waste (Dry/wet) is
disposed to authorized vendor for recycling/
reuse.
6 Regulations Risk (R) The multiplicity of • We have a dedicated in-house compliance Negative implications
Compliance laws, regulations, team that manages compliance globally.
and local statutes
• We also engage with specialist consultants
across the globe
across the globe who support us in adhering
makes adherence
to country-specific compliance and
to each a challenge
regulatory requirements.
for any IT company
today. We carry • We have a data privacy team under a Data
the risk of non- Protection Officer to implement our global
compliance in data privacy framework which includes
the geographies mandatory privacy training for Mindtree
where we operate, Minds.
due to changing
regulations.
7 Crisis Risk (R) Any major crisis, will • Established Global Crisis Management Team Negative Implication
Management impact to handle any crisis
• Customer
satisfaction
8 Supply Chain Opportunity This is an • Exploiting the capabilities of the Supplier360 Positive Implication
Sustainability (O) opportunity to tool– our supplier portal launched during
contribute to FY20 evolved during the year, spreading
business as well its reach globally, and bringing complete
as social and supplier visibility into view. The traction
environmental was accentuated by the pandemic, and early
sustainability. benefits in terms of time and efficiencies
Mindtree has was noted. All PO-invoice transactions
identified and are now virtual globally under this portal
leveraged the which has been an important part of our ‘Go
potential of green Green’ concept. Efforts are being expended
procurement as to digitalize the entire process thereby
a value creation benefiting the environment as a whole by
source. reducing the usage of hardcopies.
The National Guidelines for Responsible Business Conduct (NGRBC) as prescribed by the Ministry of Corporate Affairs advocates nine
principles referred to as P1-P9 as given below:
Principle Description
P1 Businesses should conduct and govern with integrity, ethics, transparency, and accountability.
P2 Businesses should provide goods and services in a manner that is sustainable and safe.
P3 Businesses should respect and promote the well-being of all employees, including those in the value chain.
P4 Businesses should respect the interests of and be responsive towards all the stakeholders.
P5 Businesses should respect and promote human rights.
Principle Description
P6 Businesses should respect, protect, and make efforts to restore the environment.
P7 Businesses should engage in influencing public and regulatory policy responsibly and transparently.
P8 Businesses should promote inclusive growth and equitable development.
P9 Businesses should engage with and provide value to their consumers in a responsible manner.
P P P P P P P P P
Disclosure Questions
1 2 3 4 5 6 7 8 9
Policy and management processes
1.a.
Whether your entity’s Yes Yes Yes Yes Yes Yes No Yes Yes
policy/policies cover each
principle and its core
elements of the NGRBCs.
(Yes/No)
b.
Has the policy been Yes Yes Yes Yes Yes Yes NA Yes Yes
approved by the Board?
(Yes/No)
c. Web Link of the Policies, if Yes Yes Yes Yes Yes Yes NA Yes Yes
available*
2
Whether the entity has Yes Yes Yes Yes Yes Yes NA Yes Yes
translated the policy into
procedures. (Yes / No)
3. Do the enlisted policies Yes Yes Yes Yes Yes Yes NA Yes Yes
extend to your value chain
partners? (Yes/No)
4. Name of the national and Nil CMMI 2.0 ISO ISAE 3000 Nil ISO NA Nil CMMI 2.0
international codes/cer- L5(Dev and 45001:2018 and GRI 45001:2018 L5(Dev and
tifications/labels/ stan- SVC) SVC)
WELL-HSR ISO ISO
dards (e.g., Forest Stew-
ISO 20000- 9001:2015 14001:2015 ISO 20000-
ardship Council, Fairtrade,
1:2018 1:2018
Rainforest Alliance, Trus-
tea) standards (e.g., SA ISO ISO
8000, OHSAS, ISO, BIS) 27001:2013 27001:2013
adopted by your entity and
SSAE18 SSAE18
mapped to each principle.
ISO ISO
27701:2019 27701:2019
ISO ISO
9001:2015 22301:2019
Cyber
Essentials
*Policy details and web links
P1 Ethics & Transparency Mindtree’s several policies published externally and internally elucidate ethical behavior,
transparency, and accountability.
Whistleblower Policy
https://www.mindtree.com/sites/default/files/2021-02/Whistleblower-Policy.pdf
https://www.mindtree.com/sites/default/files/2020-11/Nomination-and-Remuneration-policy.
pdf
https://www.mindtree.com/sites/default/files/2020-04/modern-slavery-statement-mindtree.pdf
https://www.mindtree.com/about/investors/code-conduct-directors-senior-management-and-
independent-directors
https://www.mindtree.com/about/investors/policies/policy-determining-material-related-party-
transactions
https://www.mindtree.com/sites/default/files/2022-03/Anti-Bribery-and-Anti-Corruption.pdf
Internally published - Integrity Policy, Code of Conduct for Employees, Anti-Money Laundering
Policy
P2 Service Responsibility Mindtree believes that sustainable production and consumption are interrelated, contributing to
enhanced quality of life, and protecting and preserving the earth’s natural resources.
Sustainability Policy
https://www.mindtree.com/sites/default/files/2021-01/mindtree-sustainability-policy.pdf
https://www.mindtree.com/sites/default/files/2020-11/EHS-Policy.pdf
https://www.mindtree.com/about/investors/code-conduct-directors-senior-management-and-
independent-directors
Internally published - Integrity Policy, Code of Conduct for Employees, Supplier Code of Conduct
P3 Human Resources Mindtree has various policies to support employee well-being.
https://www.mindtree.com/sites/default/files/2017-12/Equal%20Opportunity%20Policy%20
New.pdf
https://www.mindtree.com/sites/default/files/2022-03/Equal-Employment-Opportunity-Policy.
pdf
https://www.mindtree.com/sites/default/files/2020-11/EHS-Policy.pdf
P4 Responsive to Stakeholders Mindtree recognizes that businesses have a responsibility to maximize the positive impacts and
minimize and mitigate the adverse impacts of its services, operations, and practices on all their
stakeholders.
CSR Policy
https://www.mindtree.com/about/investors/policies/policy-corporate-social-responsibility
Sustainability Policy
https://www.mindtree.com/sites/default/files/2021-01/mindtree-sustainability-policy.pdf
Whistleblower Policy
https://www.mindtree.com/sites/default/files/2021-02/Whistleblower-Policy.pdf
https://www.mindtree.com/sites/default/files/2020-04/modern-slavery-statement-mindtree.pdf
https://www.mindtree.com/sites/default/files/2017-12/Equal%20Opportunity%20Policy%20
New.pdf
https://www.mindtree.com/sites/default/files/2022-03/Equal-Employment-Opportunity-Policy.
pdf
Internally published - Human Rights Policy, Code of Conduct, Prevention on Sexual Harassment
Policy.
P6 Restore Environment Environmental responsibility is a prerequisite for sustainable economic growth and for the
well-being of society. Mindtree adopts environmental practices and processes that minimize or
eliminate the adverse impacts of its operations across the value chain. In addition, employees
are sensitized against wasteful usage of natural resources and conserve energy.
Sustainability Policy
https://www.mindtree.com/sites/default/files/2021-01/mindtree-sustainability-policy.pdf
https://www.mindtree.com/sites/default/files/2020-11/EHS-Policy.pdf
P7 Public Advocacy While Mindtree may share its expertise to help in the formulation of public policy, it does not
directly engage in lobbying or advocacy activities and hence, does not have a specific policy for
this purpose.
P8 Inclusive Growth Our Corporate Social Responsibility charter encompasses activities focused on the marginalized
and vulnerable sections of the society. Mindtree contributes to the overall development with a
specific focus on disadvantaged, vulnerable and marginalized communities.
Sustainability Policy
https://www.mindtree.com/sites/default/files/2021-01/mindtree-sustainability-policy.pdf
P9 Customer Engagement Mindtree believes that businesses should engage with customers and provide value in a
responsible manner.
Internally published - Code of Conduct
5. Specific commitments, goals and targets set by the entity with defined timelines, if any.
S
offerings to help them achieve their ESG targets
Associates trained
ISAE 3000 annually on data
WATER MANAGEMENT Maintain certifications privacy & security
2030 globally in 2022 & beyond in 2022 and beyond
Achieve water neutrality
25% 100%
Per-capita water water recycled in
consumption reduction dedicated campuses
by 20251 by 2025
G
E
6. Performance of the entity against the specific commitments, goals and targets along-with reasons in case the same are not met.
ESG section in this annual report shares the details of our performance against the specific commitment, goals, and targets. We are
progressing well to achieve our ambitious ESG vision. We shall continue to build on our capabilities and successes and set out on our
next growth curve armed with upskilled and engaged talent pool, thriving communities, efficient sustainability practices, and industry
leading economic performance to deliver triple bottom lined and sustained value to all our stakeholders.
Our externally assured annual sustainability report developed in accordance with the Comprehensive criteria of Global
Reporting Initiative (GRI) Standards shares the additional details of our performance along with the needed KPIs
(https://www.mindtree.com/sustainability-report).
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets
and achievements
9. Does the entity have a specified Committee of Yes, our Board of Directors review and approve strategic directions and initiatives,
the Board/ Director responsible for decision and take cognizance of issues, forces, and risks that define and drive the
making on sustainability related issues? (Yes / Company’s long-term performance. The Board members actively discuss various
No). If yes, provide details. ESG initiatives of the Company and encourage the senior management to take
steps beyond regulatory requirements. The Board of Directors constitute the Board
level CSR Committee, with an Independent Director being the Chairperson of the
Committee, which presently consists of four Directors with one Executive Director
(CEO) and three Independent Directors. In turn, it is delegated to the Global Head –
Sustainability to monitor the activities undertaken and supervise the sustainability
function.
11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/No). If
yes, provide name of the agency.
P1 P2 P3 P4 P5 P6 P7 P8 P9
No No No No No No No No No
No external agency assessment, however internal reviews and assessments happen periodically and stringently.
12. If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the principles material to its business (Yes/No)
The entity is not at a stage where it is in a position to formulate and implement
the policies on specified principles (Yes/No)
The entity does not have the financial or/human and technical resources
available for the task (Yes/No)
It is planned to be done in the next financial year (Yes/No)
Any other reason (please specify) *
* P7 – Advocacy Policy: While Mindtree may share its expertise to help in the formulation of public policy, it does not directly
engage in lobbying or advocacy activities and hence, does not have a specific policy for this purpose.
PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent
and Accountable
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:
* Independent Directors undergo Familiarization programmes and please refer to the below link:
https://www.mindtree.com/sites/default/files/2019-12/details-of-familiarization-programme-for-independent-directors.pdf
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by
directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format
(Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and
Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
Monetary
NGRBC Principle Name of the regulatory/ Amount (In INR) Brief of the Has an appeal been
enforcement agencies/ Case preferred? (Yes/No)
judicial institutions
Penalty/ Fine None NA Nil NA No
Settlement None NA Nil NA No
Compounding fee None NA Nil NA No
Non- Monetary
NGRBC Principle Name of the regulatory/ enforcement Brief of the Has an appeal been
agencies/ judicial institutions Case preferred? (Yes/No)
Imprisonment None NA NA No
Punishment None NA NA No
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary
action has been appealed.
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-
link to the policy.
Yes, Mindtree has a well-defined policy on Anti-Bribery and Anti-Corruption. It is our primary responsibility to conduct
all business activities with utmost honesty, integrity, and the highest possible ethical standards; administering that, we do
not involve in bribery or corruption in any of our operations. This policy extends to all stakeholders or persons associated
with Mindtree and who may be acting on behalf of Mindtree and sets code of conduct that must be adhered to at all times.
All Mindtree Minds mandatorily undergo training on Anti-Bribery and Anti-Corruption. The policy is available on the company’s
website at : https://www.mindtree.com/sites/default/files/2022-03/Anti-Bribery-and-Anti-Corruption.pdf
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for
the charges of bribery/ corruption:
FY 2021-22 FY 2020-21
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
FY 2021-22 FY 2020-21
Number Remarks Number Remarks
Number of complaints received in relation to Nil Nil Nil Nil
issues of Conflict of Interest of the Directors
Number of complaints received in relation to Nil Nil Nil Nil
issues of Conflict of Interest of the KMPs
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law
enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
None
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the principles during the financial year:
Total number of awareness Topics / principles covered under the %age of value chain partners covered
programmes held training (by value of business done with
such partners) under the awareness
programmes
Nil Nil Nil
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If yes,
provide details of the same.
Yes, the Company has a policy for Determining Material Related Party Transactions to ensure that there is no conflict of interest
inflicting any apprehension in the minds of its stakeholders, the Company’s Board, which may arise during the course of its business
activities. The same is available at https://www.mindtree.com/about/investors/policies/policy-determining-material-related-
party-transactions.
All related party transactions are entered with the prior approval of Audit Committee. All related party transactions are at arm’s length
and in the ordinary course of business. Further, the Company also has a Code of Conduct in place for Directors, Senior Management, and
Independent Directors, which affirms them to disclose the potential conflicts of interest that they may have regarding any matters that may
come before the Board. The Directors disclose their interest in other entities annually and periodically, as and when there are changes,
and the same is noted by the Board.
PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social
impacts of Products/ Services and processes to total R&D and capex investments made by the entity, respectively.
Note: Capex investment at organization level includes total additions to Property, Plant and Equipment (PPE) and intangible assets.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Procurement at Mindtree aligns totally with the organization’s sustainability focus, the green infrastructure imperatives, and the
organization-wide application of sustainability. This implies green procurement, with its screening criteria based not only on quality
and cost but also on the environmental impacts of purchase and usage over long time horizons.
Mindtree strives to apply green procurement objectives to its overall procurement strategy and is involved actively in identifying and
generating green alternatives to traditional purchasing. We actively engage with and influence our supplier ecosystem towards better
sustainability. We believe in helping our supply chain partners to inculcate sustainable practices and processes in their operations
too. Going forward, we are stepping up our efforts in influencing this task in a more tangible way. Our procurement strives to factor in
responsible practices in its processes as it looks forward to influencing the supply chain towards better sustainability.
Our supplier code of conduct includes the normative clauses on EES parameters such as labor (child labor, forced or compulsory
labor), working conditions at supplier sites, and protection of the environment. It outlines our commitment to make our supply chain
more responsible and sustainable. As part of our environment/ sustainable practices, we have agreed with OEM partners, like our
laptop suppliers, to not use Thermocol and Styrofoam for packaging. For all purchases, we have specifically incorporated sustainable
guidelines as part of Purchase Order terms.
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for
(a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Mindtree being an IT Services Company, does not reclaim any products from waste for reusing/recycling.
As an environmentally responsible organization, we approach waste management not only through systems and technology routes but
also through advocacy and sensitization – thereby influencing behavioral change. Reduce- Reuse- Recycle has been our mantra for waste
management. Our waste recycling percentage has improved despite the increasing scale of business.
Plastic waste: Non-biodegradable plastic waste generated within our establishments is sorted out safely and discarded to designated
vendors for recycling/ reuse.
E-waste: All electronic waste generated within Mindtree premises is discarded within 180 days in accordance with e-waste management
rules and is handed over to vendors approved by State Pollution Control Board (SPCB) for recycling. Recycling certificates are obtained
from the respective vendors once the process has been completed to ensure safe disposal. Employees have an option to buy back the
laptop after five years, thereby reducing the e-waste being sent for disposal. We also donate laptops in good condition to schools through
the Mindtree Foundation.
Hazardous waste: All hazardous waste is disposed through the SPCB-authorized vendor as per the regulatory requirements.
Other waste: Biodegradable food waste is treated onsite for manure generation through composting. The resultant manure is used for our
campus landscape.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not,
provide steps taken to address the same.
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its
services (for service industry)? If yes, provide details in the following format?
NIC Code Name of % of total Boundary Whether Results
Product / Turnover for which conducted communicated
Service contributed the Life Cycle by independent in public
Perspective / external agency
Assessment (Yes/No)
62099 Mindtree undergoes 100% was conducted
Cradle-to-grave Yes Refer below link
CMMI assessment
and ISO certifications
for development,
maintenance and
testing projects where
complete lifecycle of
projects is covered.
Link: https://pgplus.bsigroup.com/CertificateValidation/CertificateValidator.
aspx?CertificateNumber=IS+538550&ReIssueDate=11%2f05%2f2021&Template=india_en
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your services, as
identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with
action taken to mitigate the same.
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or
providing services (for service industry).
Not Applicable
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed.
Not Applicable
5. Reclaimed products and their packaging materials (as percentage of products sold) for product category.
Not Applicable
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains
Essential Indicators
Note: Insurance for our sub-contractors is provided by the respective vendor who would place these sub-contractors at Mindtree. This is
mandatory & part of the contract signed between Mindtree & vendor. We do not cover sub-contractors for maternity, paternity, and
day care benefits.
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights
of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes, the premises/ offices of the entity are accessible to differently-abled employees, as per the requirements of the Rights of Persons
with Disabilities Act, 2016. Our offices have been designed with a strong emphasis on inclusivity and accessibility, as the office spaces are
equipped with wheelchair parking areas, height-adjustable workstations, access ramps at entrances, and specially built washrooms with
grab bars for support. We continue improving the infrastructure at all our campuses to enable universal access for persons with disabilities.
Mindtree believes in going beyond what is mandated by law. We have a reasonable accommodation policy that enables those with special
needs to enjoy the benefits and privileges of employment equal to those enjoyed by similarly situated people without such needs.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-
link to the policy.
Yes, Mindtree has an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016. As an inclusive employer,
Mindtree actively encourages the recruitment, development, and retention of people with disabilities, provides equal opportunity in
the workplace, and is committed to providing a safe, accessible, and healthy work environment. Recruitment of people with disabilities,
in addition to providing necessary and customized support to help them realize their potential, is encouraged at Mindtree. We also
support Mindtree Minds who have acquired disabilities during their employment. This policy is available on Mindtree’s website.
https://www.mindtree.com/sites/default/files/2017-12/Equal%20Opportunity%20Policy%20New.pdf
Besides this policy, we also have an equal employment opportunity policy. The link to access this policy is as follows.
https://www.mindtree.com/sites/default/files/2022-03/Equal-Employment-Opportunity-Policy.pdf
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes,
give details of the mechanism in brief.
In addition, the Whistleblower Policy provides a formal platform to share grievances on various
matters. This policy allows whistleblowers to report real or perceived unethical acts related to
violations of related laws, such as the Code of Integrity, PIT, and Fair Disclosure. This policy is
introduced to new hires as part of the induction program.
The POSH (Prevention of Sexual Harassment) Policy aims to prevent and provide redressal for
sexual harassment incidents. This policy is internally published and is applicable to all Mindtree
Minds, regardless of whether they work part-time or full-time, consultants, contract staff, sub-
contractors, clients, visitors, suppliers, customer’s employees, vendor’s employees, and any other
individual in relation to any work-related activity.
Other than Permanent Employees Yes, other than permanent employees of Mindtree are also entitled to share their grievances
through the Whistle blower and POSH Policy.
7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
Yes, Mindtree has implemented Occupational health and safety management system. Mindtree is certified for ISO 45001 –
Occupational Health and Safety. EHS (Environment, Health & Safety) policy has been established with coverage across all locations.
It describes our philosophy and commitment towards managing key aspects of HSE. Internal audits are conducted biannually, and
external audits take place on a yearly basis by third party.
Detailed risk assessment has been done for all the operations within the facility, and appropriate control measures are implemented
to mitigate the identified risks/hazards. All our buildings are equipped with firefighting systems. Employees and contractual staff
receive regular training through various simulation exercises to raise their safety awareness. Safety posters are displayed across the
premises to create awareness among employees.
We understand that employee well-being is essential to maintaining our leading business performance. We constantly update and
improve the range of physical, mental, and emotional support we provide to our employees. The pandemic created a new challenge
for us – to engage and connect with our Mindtree Minds beyond work. Several trainings and workshops were conducted by various
well-being experts and medical practitioners.
The coronavirus pandemic presents an unprecedented global health challenge. An extensive health, safety, and people engagement
program has been implemented for Mindtree Minds. This includes hospitalization, isolation and medical support, wellness counseling
services, best practices for employees and workplace safety, travel restrictions, awareness, and COVID-specific insurance coverage
for Mindtree Minds and their dependents.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?
Risk assessment has always been an integral part of Mindtree’s Health and Safety Management System and includes the identification
of hazards, the complexity of the operations, suitability of the methodologies of risk assessment, workplace conditions, and expert
guidance. We conduct periodic as well as annual assessments of our campuses/ offices as a part of this process.
A process has been established for Hazard Identification & Risk Assessment. All the hazards/ risks arising out of the operations of
a facility including routine and non-routine activities are identified and scored based on three parameters (Frequency & duration,
severity & likelihood, and the number of people affected). Detailed risk assessment has been done for all the operations within the
facility, and appropriate control measures are implemented to mitigate the identified risks/ hazards. The routine activities include all
planned ones like routine checks of equipment such as UPS, HVAC, DG, operation of pumps, housekeeping operations etc. Activities
like renovation of buildings, new installation of equipment and any other unplanned activities are the ones done on non-routine basis.
Mindtree is highly aware that the perimeter for health and safety responsibility has increased many folds now, extending to WFH
(Work-From-Home) context. Mindtree took necessary precautions at the offices, which included sanitization of all office premises,
removal of biometric scanners, installation of thermal scanners, daily communication updates, restricted movements in common
areas, closure of recreational facilities, and avoidance of large gatherings. Mindtree made the best use of the ‘zero occupancy period’
to research how to safe-proof and future-proof the organization for the new normal. Our awareness and safety training relevant to the
COVID context included internal and external training, including our partners. A plethora of measures was implemented to enhance
the health and safety of the people in the workplace.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. (Y/N)
Not applicable
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)
All our employees and their families (including spouses, children, and parents/ in-laws) have access to non-occupational medical
and healthcare services. As per the agreement signed with all our “sub-contractor vendors,” it is mandatory for the vendor to provide
non-occupational medical & healthcare services to all the subcontractors deployed at Mindtree locations all over India.
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
At Mindtree, our top priority has always been to ensure the safety and health of our team while safeguarding the interests of the communities
in which we operate and the clients we serve. Throughout the year, we have strived to keep the health and safety of Mindtree Minds at the
forefront as we grapple with the pandemic. Our Global Facility Management Team has stepped up readiness for Mindtree Minds returning
to the office so that they feel safe in the workplace. There have been key infrastructure enhancements to ensure adequate sanitization
stations, minimal contact with bare surfaces, thermal scanning at key access areas, and effective prompts to maintain social distancing.
Mindtree is ISO 45001 certified. We follow the OHS Framework principles at all our facilities in India and are OHSMS certified by the British
Standards Institute for our EHS policy. Our EHS Policy covers all our locations and people - permanent employees, contractual employees,
and vendors. We comply with all applicable health and safety regulations. Mindtree has occupational health and safety key matrix with
regular monitoring of OHS compliance, near-miss recordings, incident recordings, lost time injury recordings, ergonomics, monitoring and
measurement, and training & awareness.
This year, we catered to pandemic-related wellness by addressing physical, emotional, and intellectual aspects of caring. We conducted
various programs covering various topics, training our people in comprehensive wellbeing, promoting healthy behaviors and safety,
preventing, and mitigating several health and safety risk impacts. We covered all our people with our health and safety policies, procedures,
benefits, and special care extended during the pandemic.
FY 2021-22 FY 2020-21
Filed during Pending Remarks Filed during Pending Remarks
the year resolution at the year resolution at
the end of year the end of year
Working Conditions Nil Nil Nil Nil Nil Nil
Health & Safety Nil Nil Nil Nil Nil Nil
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks /
concerns arising from assessments of health & safety practices and working conditions.
At Mindtree, we have established Environmental Health and Safety policy and emphasize on the importance of maintaining a safe and
healthy workplace for all employees & partners who work on our premises. In-house EHS team monitors all the health & safety measures
implemented on ground to ensure there is no deviations from the set process. To Identify hazards/ risks within the premises, Hazard
identification and risk assessment is done prior to each activity, and it is reviewed periodically. To mitigate the identified hazards/risks
appropriate control measures are implemented. In addition to the risk assessment, we have established incident reporting process at our
facilities, where all the employees, partners, visitors, and clients can report any hazard/risk they identify through Genie or Green cards. The
incidents are tracked, and correction & corrective actions are taken to ensure safe working place. Awareness on emergency preparedness
is given to employees periodically and training are conducted to partners as per the schedule to create awareness on health & safety.
At our headquarters at Bengaluru, to prevent flooding into campus during heavy rain, we have influenced the builder and constructed the
compound wall which is twelve meter high from the ground level to prevent the entry of water into the premises. All damaged electric
insulation mats are replaced at electrical panel rooms. The height of identified earth pits in the facility were increased for easy maintenance
work to prevent physical/physiological injuries. At Bhubaneswar facility, Handrails were constructed for the ladders accessing overhead
tanks to ensure safety and avoid slip and fall injuries.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N)
(B) Workers (Y/N)?
Yes, 100% of our employees have life insurance coverage. Mindtree covers medical expenses, if any, and extends life insurance in the
event of the death of employees. Mindtree provides employees with outstanding health benefits, some of which are available to their
families. In addition to affordable health insurance, Mindtree provides benefits such as retirement provisions (provider funds, gratuity),
group term life insurance, parental leave, stock ownership, personal accident insurance, superior maternity support programs, nutrition,
psychological counseling, health plan incentives, etc.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value
chain partners.
We conduct a quarterly vendor audit, with the help of outsourced auditors to check and ensure that the statutory dues have been deducted
and deposited appropriately by the vendors.
3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities
(as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose
family members have been placed in suitable employment:
Total no. of affected employees/ No. of employees/workers that are rehabilitated and placed
workers in suitable employment or whose family members have been
placed in suitable employment
FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Employees Nil Nil Nil Nil
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment? (Yes/ No)
No, Mindtree does not provide transition assistance programs to facilitate continued employability and the management of career endings
resulting from retirement or termination of employment.
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of
health and safety practices and working conditions of value chain partners.
None
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
We are an organization born inclusive in nature and purpose. Since our inception, we have included diverse segments of people in our
talent pool, contributed to social causes even in tough business climates, treated suppliers like our partners and our customers with
dedicated commitment, all along driven by our inclusive values and principles. They indicate how Mindtree extended its inclusivity to
larger stakeholders from the beginning with its insistence on stakeholder identification and engagement.
Sustainability framework brought a formal process to the philosophy already being practiced at Mindtree. Stakeholder consultation
on sustainability aspects formed a key part of the exercise. The vast range of stakeholder forums bringing in constant inputs and
feedback, we realize, is a great way to link materiality to stakeholder concerns on the one hand and for material goal-setting and
strategizing on the other hand.
Mindtree identifies and prioritizes its key stakeholder segments based on their impact on the organization and the organization’s
impact on them. We have built a vast range of forums to constantly engage with all our stakeholders. The forums collect stakeholder
concerns, which in turn act as inputs for our policies, strategies, actions, and materiality assessment.
Our exercise of identification and prioritization of stakeholders has shown us several segments to be constantly engaged with. The
wide range of engagement platforms we have designed helps us be in touch with their concerns and expectations in a two-way
dialogue. These platforms also work as a source of critical stakeholder feedback for us. Mindtree keeps evolving these platforms
periodically, revamping and refining them as per the needs and requirements of the stakeholders and the business.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if
consultation is delegated, how is feedback from such consultations provided to the Board.
The Board, through its various committees, foresees the process of consultation between various stakeholders.
At Mindtree, Economic performance is of prime importance, not only for building a sustainable organization but also for cascading
the value for its internal and external stakeholders. Client satisfaction is a key measure of our performance and will be the number
one priority with the dynamic changes in the business landscape with the need for greater transparency and ethical governance,
innovation and technology upgradation, data privacy, and information management as significant value drivers. The Audit Committee
of the Board oversees the economic performance and governance matters. It promotes the disclosures of better governance aspects
in terms of compliances, ensures the disclosed information is correct, prompt, and transparent. To ensure quality and compliance with
applicable environmental, social, and governance standards, the Company also engages closely with the suppliers for audits, training,
and knowledge exchange.
Secondly, social responsibility has been ingrained into the very mission of Mindtree since its inception and has evolved to impact
society in multiple ways. Our social responsibility manifests itself through Mindtree Foundation-led CSR initiatives and people-led
initiatives in volunteering. Having started with a non-strategic approach to CSR, Mindtree has progressed to build rigorous systems,
methods, and measurements. The Board-level CSR Committee looks into environmental and social topics. In turn, it is delegated to the
management to monitor the activities undertaken with the supervision of the sustainability function.
Thirdly, the stakeholder engagements are also reviewed by the Stakeholders’ Relationship Committee (SRC). The Stakeholders’
Relationship Committee of the Board has expanded its Terms of Reference (TOR) to include review of various measures and initiatives
of People Function, vendors, and other procurement function initiatives and risk mitigation measures taken, in addition to the
engagements with investors.
Fourthly, the Risk Management Committee meets every quarter to discuss risks and their mitigation plans, along with key risks that
have emerged during the course of the year.
Last but not the least, the Nomination and Remuneration Committee (NRC) also focuses on other people’s function matters. The terms of
reference of the Nomination and Remuneration Committee (NRC) also cover review of policies of people’s best practices among peers.
Ultimately, the Board of Directors review and approve strategic directions and initiatives and take cognizance of issues, forces, and
risks that define and drive the Company’s long-term performance. The respective Committee Chairperson updates the Board at every
meeting on the discussion/ deliberations of the Committees. Further, the Board members actively discuss various ESG initiatives of
the Company and encourage the senior management to take steps beyond regulatory requirements.
The Board of Directors have constituted the Board-level CSR Committee, with an Independent Director being the Chairperson of the
Committee, which presently consists of four Directors with one Executive Director (COO) and three Independent Directors. In turn, it
is delegated to CPO to monitor the activities undertaken with the supervision of the sustainability function. Our Board of Directors
know stakeholder concerns, if any, through the Stakeholders’ Relationship Committee (SRC) updates. SRC of the Board has expanded
its Terms of Reference (TOR) to include a review of people and procurement function.
At Mindtree, the Board is the prominent governance body. The Board has constituted its committees as per the requirements of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independence, tenure, and
the responsibilities of the board/committee members are as per the said regulations, and the additional responsibilities may be
delegated by the Board from time to time. The CSR Committee consists of two male and two female Directors. On the stakeholders’
representation, Company receives suggestions/recommendations of shareholders during AGM/through email on dedicated email id
for investors and other stakeholders. The Company implements the same as deemed appropriate. The Chairman of the Board of
directors is a Non- Executive Chairman. We believe such separation of Chairman and Managing Director positions is a feature of
good governance.
2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes
/ No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into
policies and activities of the entity.
We have different engagement platforms where stakeholder consultation is taken into Board, even at the committee level. The
respective Committee Chairperson updates the Board at every meeting on the discussion/deliberations of the Committees. Further,
the Board members actively discuss various ESG initiatives of the Company and encourage the senior management to take steps
beyond regulatory requirements.
We have built a vast range of forums to constantly engage with all our stakeholders. The forums collect stakeholder concerns, which
in turn act as inputs for an opportunity to improve our policies, strategies, actions, and materiality assessment.
Stakeholder consultation is used to support the identification and management of environmental topics as follows.
• To receive inputs/suggestions from all the stakeholders, we have interested parties register kept at all facilities where they can
register the same.
• All Mindtree minds and partners register their inputs using Genie / Green card.
• With respect to the implementation of legal requirements, PCB authorities are consulted in case of any clarifications are required.
• Consultation with partners is done to understand the feasibility & benefits of the initiatives before implementation at
the ground level.
Environment-related issues change are an integral part of our business strategy and Mindtree’s Enterprise Risk Management (ERM)
framework supports sustainable growth & generating value for its external & internal stakeholders. The ERM team has quarterly
discussions with risk owners/ stakeholders with different organizational units such as business, finance, legal, compliance, information
security, delivery to track progress on risk treatment measures and identify emerging risks and opportunities.
Stakeholder consultation is leveraged to support the identification of the community needs. Social responsibility is ingrained
into the very mission of Mindtree since its inception and has evolved to impact society in multiple ways. Our social responsibility
manifests itself through Mindtree Foundation-led CSR initiatives and people-led initiatives in volunteering. We work along with the
implementation NGO for assessing the community needs, engage with the stakeholders and jointly design impactful programs.
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized
stakeholder groups.
At Mindtree, we hold ourselves accountable to the community that we live in. We believe in making a difference through Giving. It is
an essential part of the people-centric culture that we embrace across the organization. With a systematic approach, we aim to make
a deep and lasting impact on education, employment, and creating a better world for people with disabilities.
Mindtree Foundation does ground level needs assessment studies which captures concerns and needs of the marginalized segments.
Mindtree designs its CSR project interventions based on these needs and concerns. Integrated social solutions area results of such
exercises. The NGO partners also provide Mindtree with inputs on vulnerable stakeholder needs and concerns from time to time.
Mindtree’s recent initiatives for PwDs, with spectrum design approach, is one such instance where unattended needs of the PwD
segment in times of the COVID crisis were noticed, heard, and responded to by Mindtree with a holistic approach (spectrum design).
Please refer to our Mindtree Foundation website https://www.mindtreefoundation.org/ for more details.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following
format:
FY 2021-22 FY 2020-21
2. Details of minimum wages paid to employees and workers, in the following format:
FY 2021-22 FY 2020-21
Equal to Minimum More than Minimum Equal to Minimum More than Minimum
Category Total Total
Wage Wage Wage Wage
(A) (D)
No. (B) % (B/ A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)
Employees
Permanent 35,071 Nil Nil 35,071 100% 23,814 Nil Nil 23,814 100%
- Male 23,650 Nil Nil 23,650 100% 16,151 Nil Nil 16,151 100%
- Female 11,415 Nil Nil 11,415 100% 7,663 Nil Nil 7,663 100%
Other than
5,116 Nil Nil 5,116 100% 2,330 Nil Nil 2,330 100%
permanent
- Male 3,530 Nil Nil 3,530 100% 1,758 Nil Nil 1,758 100%
- Female 1,586 Nil Nil 1,586 100% 572 Nil Nil 572 100%
Male Female
Number Median Number Median
remuneration/ remuneration/
salary/ wages of salary/ wages of
respective category respective category
Board of Directors (BoDs)
a. Executive Directors* 3 ` 65,548,707 - -
b. Non-Executive Directors 5 ` 3,000,000 2 ` 3,000,000
Key Managerial Personnel 2 ` 10,551,078 - -
Employees other than BoD and KMPs India – 20,979 India – ` 1,100,000 India – 10,522 India – ` 771,240
Onsite – 2,668 Onsite – $ 94,978 Onsite – 890 Onsite – $ 78,000
Total – 23,647 Total – 11,412
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed
to by the business? (Yes/No)
Yes, Mindtree has respective individuals who are responsible for addressing human rights impacts in India & APAC, UK & Europe,
and US & Canada.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Mindtree is firmly committed to upholding the values and principles of human rights in all its conduct across all levels. We constantly
endeavor to instill these values in our employees and expect them to respect and promote human rights. To maintain this morale and
to contribute to creating a great place to work, Mindtree encourages any Mindtree Mind having complaints, concerns of suspected
incidents, amongst others, unethical practices, violation of applicable laws and regulations, including the Integrity Code, PIT Code,
and Fair Disclosure Code to promptly come forward and express them without any fear of retaliation through Whistleblower Policy.
Additionally, we have an internal committee to deal with the prevention of sexual harassment. POSH Policy aims to drive conformance
to the Company’s healthy, non-vindictive culture in the form of clearly articulated practices, procedures, and processes in compliance
with the applicable laws. If an employee is aware of someone violating Human Rights Policy or law, they are asked to report it
immediately to [email protected]. In addition, we have a grievance procedure in place for the UK region.
FY 2021-22 FY 2020-21
Pending Pending
Filed
resolution Filed during resolution
during the Remarks Remarks
at th eend of the year at the end of
year
year year
Sexual Harassment 4 Nil Nil Nil Nil Nil
Discrimination at workplace Nil Nil Nil Nil Nil Nil
Child Labour Nil Nil Nil Nil Nil Nil
Forced Labour/Involuntary Nil Nil Nil Nil Nil Nil
Labour
Wages Nil Nil Nil Nil Nil Nil
Other human rights related Nil Nil Nil Nil Nil Nil
issues
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
Mindtree has constituted an Internal Committee (IC) to prevent adverse consequences to the complainant in harassment cases. This
Committee governs and regulate the behaviour of Mindtree Minds in all matters regarding Harassment. One of the duties of the IC is
to issue appropriate interim orders directing the management of Company, on the demand the Complainant or any witness, giving
evidence in support, to implement such measures as transfer, changing shifts, etc. so as to protect the Complainant and witness
against victimization, discrimination and mental or physical distress.
In cases of Whistleblower and other discriminatory cases, the identity of Respondent, Whistleblower and the witnesses (if any), will be
kept confidential to the extent possible given the legitimate needs of law and the requirements of the investigation by the Ethics and
Compliance Committee (ECC). Mindtree’s culture conforms to a non-vindictive environment. Mindtree ensures every Whistleblower
that he/she would not be jeopardized, terminated or retaliated against for reporting any Protected Disclosure under the Whistleblower
Policy unless it appears to the reasonable opinion of the Ethics and Compliance Committee that the complaint is materially and
unambiguously abusive and/or malicious or false.
Subsequent to the reporting of a Protected Disclosure and appeal, if any Whistleblower perceives that his/her complaint or concern
has not been addressed appropriately or is being subject to any victimization by virtue of his/her disclosure, he/she can bring the
same to the notice of CEO & MD of Mindtree for investigation and appropriate remedial action.
In addition to the above confidentiality and safety of the complainant paramount in these procedures and hence all information
is held by a few core people relevant to the process, like the IC or ECC. Privacy of the complainant is kept intact and no details are
divulged either to the People Function representation or the managers/superiors of the complainant.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, Human rights requirements form a part of our business agreements and supplier contracts. We have adopted Modern Slavery Act
and globally compliant in the countries, whereeveer applicable. For suppliers, we expect human rights compliance as they all have to
abide by Mindtree’s supplier code of conduct. Supplier shall ensure full compliance with all local laws and regulations including but
not limited to anti-bribery and anti-corruption, health and safety, human rights, anti-trafficking and modern slavery, data protection,
international trade, sanctions, export-controls, anti-trade and competition, prevention of sexual harassment and product safety.
10. Provide details of any corrective actions taken or underway to address significant risks/ concerns arising from the assessments at
Question 9 above.
None
Leadership Indicators
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints.
Mindtree has a well-defined governance framework. Our Human Rights Statement provides the broad framework to ensure respectful
and dignified treatment of our employees with no tolerance for acts of human rights violations or abuse. We are a UNGC signatory and
support the protection and elevation of human rights in accordance with the UN Universal Declaration of Human Rights.
2. Details of the scope and coverage of any Human rights due-diligence conducted.
We have a human rights policy, human rights process, and execution by People Function. We also have a Whistleblower Policy
and mechanisms which do address all human rights concerns and bring in due diligence. As Whistleblower does lead to its own
actions and implications, we treat Whistleblower under human rights due diligence. On the whole, we have very good tracking
mechanisms for monitoring all these issues as they arise and also tracking the resolutions which cover both full time and contractual
employees of Mindtree.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with
Disabilities Act, 2016?
Yes, the premises/ offices of the entity are accessible to differently-abled employees, as per the requirements of the Rights of Persons
with Disabilities Act, 2016. Our offices have been designed with a strong emphasis on inclusivity and accessibility, as the office
spaces are equipped with wheelchair parking areas, height-adjustable workstations, access ramps at entrances, and specially built
washrooms with grab bars for support. We continue improving the infrastructure at all our campuses to enable universal access for
persons with disabilities. Mindtree believes in going beyond what is mandated by law. We have a reasonable accommodation policy
that enables those with special needs to enjoy the benefits and privileges of employment equal to those enjoyed by similarly situated
people without such needs.
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at
Question 4 above.
None
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV Business Assurance India Pvt Limited (DNV) via limited level of assurance based on international assurance best
practices including International Standard on Assurance Engagements 3000 (ISAE 3000) Revised.
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade
(PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In
case targets have not been achieved, provide the remedial action taken, if any.
Not applicable
3. Provide details of the following disclosures related to water, in the following format:
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV via limited level of assurance based on international assurance best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised.
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.
Yes, all Mindtree offices in India are Zero Liquid Discharge sites with no water discharge let into surface waters, thereby eliminating
environmental pollution. All the wastewater which is generated within the premises (both owned and leased) is treated through
sewage treatment plants, thus achieving 100% recycling. The treated water is tested to ensure that all parameters comply with the
standards as specified by the State Pollution Control Board and used for landscaping, restroom flushing, and for chiller cooling towers.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
At Mindtree, we do not record the emission of POP, VOC, HAP, and others
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV via limited level of assurance based on international assurance best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV via limited level of assurance based on international assurance best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised.
7. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide details.
The key initiatives contributing to the reduction in Green House Gas emission are:
• Optimization of UPS led to conserving 2.52 lakhs kWh per annum and cost savings of INR 45.44 lakh per annum with an ROI of 10
months.
• Replacement of PAC units with inverter technology compressor (PDX PAC units) saved 2.2 lakh units at Global data center, Bengaluru.
The same initiative was implemented at CISCO - the data center at the Whitefield office saved (projected) 1.8 lakh units.
• Modification of the flushing system at Whitefield Campus reduced the pump operating time by 21% resulting in an energy saving of
5,913 units /annum.
• Optimization of Air conditioning operations for critical rooms saved 63,072 units per annum.
• Replacement of CFL tubes to LED Lights is expected to save 3,701.38 kWh with payback and zero maintenance cost for five years.
• Beyond the preference for clean energy and energy efficiency measures, transport has been a key area for our attempt at reducing
emissions. Our Metro Shuttles encourage lower emissions at individual levels.
• The Routematic Application that we use for end-to-end automation of employee transportation creates automated optimum routes
based on address data.
• In FY 2021-22, 77.77% of Mindtree’s energy requirement has been met by Renewable sources.
8. Provide details related to waste management by the entity, in the following format:
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV via limited level of assurance based on international assurance best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised.
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
company to reduce usage of hazardous and toxic chemicals in your products/ services and processes and the practices adopted to
manage such wastes.
We are committed to continually improving our Waste management practices at all our facilities. Our waste management philosophy is
based on three principles – Reduce, Reuse, and Recycle. All our Indian facilities segregate the waste into around thirty subcategories.
We have adopted various waste management practices like segregation of waste, on-site composting, incineration, and waste reduction at
the source, which has led to a decrease in the burden on city landfills. We have avoided single-use food and drink containers and utensils
in the cafeteria, meeting rooms, and utmost monitoring is done to minimize the generation of waste.
The pandemic has resulted in additional volumes of biomedical waste, including PPE kits, tissues, surgical masks, and more. We have made
sure the separation and handling of these are in accordance with Indian Biomedical Waste Rules.
All the hazardous waste (Used oil, oil-soaked cotton, and DG filters) generated are disposed to SPCB authorized vendors for safe disposal.
To increase fuel efficiency, DG maintenance, is done on a regular basis to ensure the effective usage of the fuel. The reduction of fuel
usage completely depends on the availability of grid power. Agreement in place to ensure all the toners and cartridges are taken back by
the partner for reuse. Only EPA-certified chemicals are used for cleaning and sanitizing activities.
The organic waste generated within our campus is food waste, garden waste, and STP sludge. All the organic waste is treated in an in-house
organic waste composter and converted into manure. Sludge generated from STP is dried and blended with this compost. The manure
is being used as fertilizer for landscaping within the campus. We also distribute the extra manure to the Mindtree minds during World
Environmental Day and Earth Day.
The inorganic waste consists of all other types of waste like paper, plastic, metal, etc., segregated at the source and are disposed of through
authorized recyclers. Metal scrap was reused by the in-house team to fix handrails for ladders to access overhead tanks, resulting in a
saving of INR 9.2 lakh. Generated construction waste is disposed to the vendor and reused for the construction of roads. Packing waste like
cardboard is reused for couriering the laptops to employees working remotely. Implemented WOW’ (Well-being Out of Waste) initiative - a
program where the recyclable waste is scientifically disposed of and sent for recycling.
In the fiscal year 2021-22, we have recycled 99.17% of the waste generated within our office premises.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere
reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are
required, please specify details:
Not Applicable
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year:
Not Applicable
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and
Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If
not, provide details of all such non-compliances, in the following format:
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the
following format:
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV via limited level of assurance based on international assurance best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised.
(v) Others
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
Total water discharged (in kilolitres) 0 0
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV via limited level of assurance based on international assurance best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised.
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:
(i) Name of the area: Pan India locations (Bengaluru, Chennai, Pune, Hyderabad, and Bhuvaneswar)
(iii) Water withdrawal, consumption and discharge: India is placed amongst the world’s ‘extremely water-stressed’ countries,
according to the Aqueduct Water Risk Atlas released by the World Resources Institute (WRI). We have already depicted our
pan India water disclosure details in Q3 - Essential indicators under this principle 6 and Q2 - Leadership indicators under
the principle 6.
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV via limited level of assurance based on international assurance best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised.
4. Please provide details of total Scope 3 emissions & its intensity, in the following format
2021-22 2020-21
Category
(ton CO2e) (ton CO2e)
Employee Commute 4,132 4,230
Business Travel 2,110 1,343
Waste 49 30
Fuel Usage (Diesel for Other Purposes) 4 0
Freight 109 9
TOTAL 6,404 5,612
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
The metrics in this BRSR are reported according to Global Reporting Initiative Standards based on WRI (World Resource Institute),
WBCSD (World Business Council for Sustainable Development) & GHG protocol. The same has been independently assured by third-
party agency DNV via limited level of assurance based on international assurance best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised.
5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant
direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.
Not Applicable
6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or
reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of
such initiatives, as per the following format:
S. No Initiative undertaken Details of the initiative (Web-link, if any,
Outcome of the initiative
may be provided along-with summary)
1 Energy Conservation • Optimization of UPS • 744,396.4 kWh projected savings per
Programs • Installation of Variable Frequency Drives (VFD) annum
• Replacement of PAC units
• Modification of flushing system
• Optimization of Air conditioning operations for
critical rooms
• Replacement of CFL tubes to LED Lights
2 Water Conservation • Replacement of existing aerators with efficient • 1,388 KL / annum savings (Projected)
aerators • Ensures recharge of the groundwater level
• Rainwater harvesting and rainwater earth and helped us to reduce private water
charging purchase by 123,70KL in this financial
year.
3 Waste Management • Combination of waste reduction, waste • Reduced the burden on the city landfills
segregation, recycling, on-site composting,
and incineration
• Reuse of metal waste to construct handrail for • This initiative resulted in saving of INR 9.2
ladders lakh
• Debris waste was disposed to identified • Reduction of waste to landfills.
partner where in it was used for construction
of roads.
• Replantation of trees within our campus
without cutting down to lay pathway.
7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
Yes, Mindtree has a Business Continuity Management (BCM) program and a Disaster Recovery Plan (DRP). Mindtree’s BCM program is based
on industry best practices and is certified to ISO22301. In this context, Mindtree conducts regular risk assessments, Business Impact
Analysis (BIA) to arrive at recovery parameters. The BCM program is regularly tested and audited as part of Mindtree’s ISO27001 and
ISO22301 certifications. The following are the three critical components of Mindtree’s business continuity framework.
• Preventive framework: This includes risk assessment, business impact analysis, business continuity strategies, implementation of
business continuity, testing, monitoring, and reporting.
• Reactive framework: It includes crisis communication (customer, employees, and other stakeholders), emergency response, and
coordination with local authorities.
• Curative framework: Curative framework includes disaster recovery and business continuity, including data recovery and return to
Business as Usual.
We also have a detailed Disaster Recovery Plan (DRP) to manage infrastructure outages. Critical corporate infrastructure has been
moved to the cloud to provide additional resilience. From a financial perspective, we undertake appropriate insurance cover for
hazards. For details, refer Risk management section in our annual report.
Business Continuity during pandemic also features in our framework—which has received much attention in the ongoing COVID crisis
(https://www.mindtree.com/insights/resources/handling-covid-19-smile-our-faces).
8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard?
Mindtree has a responsibility to ensure that all our inputs are being sourced sustainably. We prioritize having a sustainable value chain
that leads to a positive global impact. The generation of electronic waste is the only adverse impact that arises from our value chain. We
take the necessary actions to insist our suppliers in minimizing e-waste. We have global norms for vendors and are insisting on authorized
vendors.
9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts.
0%
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible
and transparent
Essential Indicators
Four
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a
member of/ affiliated to.
Name of the trade and industry chambers/ Reach of trade and industry chambers/ associations
S. No
associations (State/National)
1 National Association of Software and Services Companies National
(NASSCOM)
2 The Associated Chambers of Commerce and Industry of National
India (ASSOCHAM)
3 Confederation of Indian Industry (CII) National/Regional/ State
4 Bangalore Chamber of Commerce and Industry (BCIC) State
2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based on
adverse orders from regulatory authorities
Not Applicable
Leadership Indicators
S. Public policy Method resorted Whether information Frequency of Review Web Link, if
No. advocated for such advocacy available in public by Board (Annually/ available
domain? (Yes/No) Half yearly/ Quarterly /
Others – please specify)
1 Carbon Neutrality Media Interaction Yes Others NA
Mindtree believes in the public good, and rightly so, as part of its responsible socio-economic behavior that is carried forward
towards various platforms, advocacy channels, and forums by lending the Company’s ideas, visions, expertise, and thought
leadership. Mindtree has aligned itself with relevant organizations which work in the larger business/social/environmental and
community interests. In addition, the Company also creates and owns innovative pieces of work and solutions. We believe that it is
our responsibility to help build a better business environment and thus a better world with opportunities for everyone. Mindtree
advocated through Industry forums and networks in India. We work on a range of issues related to sustainability and community
aspects- including energy, water, green buildings, biodiversity, waste management, among others. We also support flexibility in the
movement of labor.
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year.
Whether
Results
conducted by
SIA communicated
Name and brief details of Date of independent
Notification in public Relevant Web link
project notification external
No. domain (Yes
agency (Yes
/ No)
/ No)
Through BRDO, Goonj, Certificate 30 March 2022 Yes, Social Yes https://www.mindtree.
Centurion, Agastya, Sikshana, No: SIA 1001 Audit Network com/sites/default/
AMBA & CURE India partners, – SAN INDIA files/2022-04/
benefited the differently SocialImpactAssessment_
abled, provided alternate FY2021-22.pdf
livelihood opportunities,
promoted education, &
created awareness about
menstrual hygiene to tribal
women
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in
the following format:
S. No. Name of Project for State District No. of Project % Of PAFs Amounts paid
which R&R is ongoing Affected covered by R&R to PAFs in the
Families (PAFs) FY (In INR)
NA NA NA NA NA NA
Community grievances are addressed by the project execution team appointed by the NGO partner working on the ground. They are
in direct connect with the beneficiaries who share their concerns with them. During our periodic virtual connects with the project
execution team as well as during our periodic project site visits, we evaluate and understand the grievances for further course of
action. Based on their grievances, we take corrective action where required in consultation with our NGO partners.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2021-22 FY 2020-21
Directly sourced from MSMEs/ small producers
- Goods 19.32% 20.47%
- Services 80.68% 79.53%
Sourced directly within the district and neighbouring districts
- Goods 11.48% 14.94%
- Services 36.68% 31.91%
Note: Data presented in the table above pertains only to India because MSMEs and districts are confined to the country.
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by
government bodies:
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized
/vulnerable groups? (Yes/No)
Mindtree prefers to purchase from suppliers comprising marginalized/vulnerable groups though we do not explicitly have a policy
on Preferential Procurement.
Mindtree procures from marginalized and vulnerable groups such as women owned businesses and enterprises. In addition, we
also procure goods and services from MSMEs and from neighboring districts.
Total procurement spent towards women owned businesses, MSME, small producers constitute to 11.17%
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current
financial year), based on traditional knowledge:
Not applicable
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein
usage of traditional knowledge is involved.
Not Applicable
% Of beneficiaries
S. No. of persons benefitted
CSR Project from vulnerable and
No. from CSR Projects
marginalized groups
1 CURE India | Clubfoot treatment for new-born Children 400 Not applicable
2 SPASTN | Reaching inclusive education and comprehensive 62 Not applicable
rehabilitation to the doorstep
3 APD | Reaching inclusive education and comprehensive 178 Not applicable
rehabilitation to the doorstep
4 AMBA | Job-Oriented Training of Intellectually Disabled Youths 200 Not applicable
for Employment
5 Sparsh Foundation | Early Corrective Surgeries 29 Not applicable
6 Centurion University | Skill Development training for hearing 60 Not applicable
and speech impaired youths
7 Goonj | Medical Support for Missed-Out Communities (Leprosy, 2,000 Not applicable
Trans-genders, HIV patients etc.)
8 IDL | Education Continuity Support for Visually Impaired 50 Not applicable
Children
9 BMST | Thalassemia disabled people – blood transfusions 50 Not applicable
support
10 Bal Bhavan | Disabled Friendly Park * Not applicable
11 Mindtree - NCPEDP Helen Keller Awards 15 Not applicable
12 SSK | Literacy Enhancement 280 Not applicable
13 Gubbachi | Transform Foundational Learning 90 Not applicable
14 Dream to Reality (D2R) 22 Not applicable
15 Agastya | Home Lab Kit 8,000 Not applicable
16 Sikshana Foundation | Sikshana @ Home 141,966 Not applicable
% Of beneficiaries
S. No. of persons benefitted
CSR Project from vulnerable and
No. from CSR Projects
marginalized groups
17 BRDO | Yuva Jyoti 957 Not applicable
18 Goonj | Not Just Piece of Cloth (NJPC) 2,500 Not applicable
19 Mindtree - OxyBus 107 Not applicable
20 SankalpTaru | MyTree Mindtree 5,000 Not applicable
21 Olympics Gold Quest | Paralympics Support 10 Not applicable
22 National Agro Foundation | Integrated Watershed Community 2,001 Not applicable
Development Program (IWCDP)
*Number of disabled children benefiting from using the park would be disclosed after Bal Bhavan is made open to public.
PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The touchpoint feature in Delivery Platform (Homegrown tool to capture the Project Management activities) is a placeholder to
capture customer interactions (Appreciation, Escalation, Feedback, Review, SCM) with delivery teams. We have various governance
meetings that are held at every level of projects/accounts/senior management levels.
To ensure completeness in understanding customers’ experience of our services, Mindtree has two levels of feedback surveys –
Customer Experience Survey (CES) and Project Feedback Survey (PFS). The annual Customer Experience Survey (CES) aims at
understanding customers’ perception of account management and engagement practices by administering CES to our customer
organizations’ CXO and Senior- level contacts. This survey is administered by a market research firm to bring independence
and objectivity.
The quarterly Project Feedback Survey (PFS) conducted by Mindtree aims at understanding customers’ satisfaction with Mindtree
project execution and delivery practices. We administer PFS to our customer organizations’ Mid-Level contacts who have day-to-day
interaction with our project teams.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
As a percentage
to total turnover
Environmental and social parameters relevant to NA
the product/ services
Safe and responsible usage NA
Recycling and/or safe disposal NA
Not applicable, as Mindtree is engaged in B2B model and does not directly engage with Consumers.
FY 2021-22 FY 2020-21
Received Pending Remarks Received Pending Remarks
during the resolution at during the resolution at
year end of year year end of year
Data privacy Nil Nil Nil Nil Nil Nil
Advertising Nil Nil Nil Nil Nil Nil
Cyber-security Nil Nil Nil Nil Nil Nil
Delivery of essential Services Nil Nil Nil Nil Nil Nil
Restrictive Trade Practices Nil Nil Nil Nil Nil Nil
Unfair Trade Practices Nil Nil Nil Nil Nil Nil
Other Nil Nil Nil Nil Nil Nil
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-
link of the policy.
Yes, Mindtree has a policy on cybersecurity and risks related to data privacy.
Mindtree’s cyber security policy is published internally for all Mindtree Minds. Mindtree is committed to managing and improving the
security of all critical information assets through the deployment of adequate protection measures and user training. The Company has
implemented controls to secure IT infrastructure, including intrusion prevention systems, firewalls, anti-malware software, content filtering
gateways, data encryption, data leakage protection systems, and 24/7 monitoring. Endpoint security controls have been deployed to
ensure that levels of security are similar, be it in the corporate environment or while working remotely. Periodic internal and external
audits provide oversight about the cyber security risk. The information security program is reviewed regularly by the Risk Management
Committee of the Board.
Mindtree has put together both a Privacy framework and a Privacy policy. The Privacy policy is published on the Mindtree website and can
be accessed via: https://www.mindtree.com/privacy-policy. The Privacy Policy is designed to explain and set out Mindtree’s procedures
and policies when processing Personal Data and Sensitive Personal Data across its organization. This Policy defines the requirements to
ensure compliance with the Data Privacy Laws applicable to Mindtree’s collection, use, and transmission of Personal Data and Sensitive
Personal Data. Mindtree’s Data Loss Prevention Policy (DLP) is published internally.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product/service recalls; penalty / action taken by
regulatory authorities on safety of products/services.
None
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).
Mindtree is a global technology solutions and consulting Company. The information about the industry served and services offered is
provided in detail on the website of the Company www.mindtree.com.
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
The exchange of information within the Organization and with interested parties is an important component of Mindtree’s Business
Continuity Management System. The need for internal and external communications with respect to BCMS has been determined,
including details of what to communicate with whom and when to communicate. To this effect, a well-defined Communication
Procedure has been defined. The procedure specifies processes for communicating internally within the Organization and
communicating externally with customers, partners, local community, media, and other relevant interested parties. The process for
receiving, documenting, and responding to communication from interested parties has also been mentioned. Facilitation of structured
communication with relevant authorities (emergency responders) has also been covered in the procedure.
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not
Applicable) If yes, provide details in brief.
Not applicable since Mindtree is a global technology solutions and consulting company.
Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity,
significant locations of operation of the entity or the entity as a whole? (Yes/No)
Yes, Mindtree carries out surveys with regard to customer satisfaction. To ensure completeness in understanding customers’
experience of our services, Mindtree has two levels of feedback surveys – Customer Experience Survey (CES) and Project
Feedback Survey (PFS).
Our customer satisfaction surveys indicate a high relationship score with our largest customer. In addition, a high level of executive
connect is maintained. We are strengthening the connect with the next set of top customers to achieve broad-based growth. We have
governance mechanisms in place to track deliverables, and customer feedback is rigorously monitored. Customer satisfaction scores
are a testimony to our focus on customers and quality delivery.
The high outcomes, denote relationships that have become stronger and deeper in the years of the pandemic, thanks to our initiatives
across people management and operational and delivery excellence. The results across all facets of the survey, which recorded the
highest ever 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.
• Not a single delivery was missed during the year of the pandemic.
• We attained our goals of profitable growth through customer stickiness, which is a result of our commitment to customer satisfaction.
Nil
0%
Directors’ Report
Dear Shareholders,
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.
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.
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.
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:
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.
Monthly business unit virtual floor walks for respective delivery teams
Weekly hot job mailers, weekend drive job mailers, SMS alerts
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.
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.
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.
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.
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.
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.
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.
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.
• 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.
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.,
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.
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.
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.
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.
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.
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.
Living Mindfully -
Mindset Journer
Living Mindfully - (C8 & Above)
Building Resilience
Living Mindfully - (C4-C7)
Emotional Balance
(C1-C3)
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.,
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.
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.
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.
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 LGBTQ+ 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 trans-
inclusive 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.
• 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.
• 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).
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.
• India’s Best Workplaces for Women – Top 50 Large Companies (September 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.
• 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.
• Won Servicenow’s Emerging Service Provider Partner of the Year 2022 – Americas.
• 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.
• 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 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.
• 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.
• 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 "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
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.
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+'.
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.
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.
Mr. Venugopal Lambu (DIN 08840898) and Mr. A M Naik (DIN 00001514) retire by rotation and being eligible, offer themselves for re-
appointment at the ensuing Twenty Third Annual General Meeting.
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.
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.
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.
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.
Committees
The following are the details of the Committees during the Financial Year 2021-22:
1 Audit Committee
The composition of each of the above Committees, their respective roles and responsibilities are provided in detail in the Corporate
Governance Report.
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.
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
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.
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.
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.
Directly by Mindtree
• 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;
• 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.
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.
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.
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.
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.
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.
Place: Mumbai
Date: April 18, 2022 R Shankar Raman Debashis Chatterjee
Director CEO & Managing Director
(DIN : 00019798) (DIN : 00823966)
ANNEXURE 1
Form AOC-1
[Pursuant to first proviso to sub-section (3) of Section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014]
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)
ANNEXURE 2
Details of unclaimed shares as per LODR Regulations
As required under the LODR Regulations, the Registrar and Share Transfer Agent of the Company had sent three reminders to the
Shareholders whose physical shares were unclaimed/undelivered. These unclaimed/undelivered shares have been transferred to
Unclaimed Suspense Account opened by the Company as required under LODR Regulations, when no response was received from any
Shareholder to the reminders.
The status of the aforesaid unclaimed shares, as on March 31, 2022 is given below:
No. of
Particulars No. of Shares
Shareholders
Aggregate number of Shareholders and the outstanding shares lying in the Unclaimed 293 52,409
Suspense Account as on April 1, 2021
Number of Shares transferred in favour of IEPF Authority from the Unclaimed Suspense - 19,128
Account during FY 2021-22
Number of Shareholders / legal heirs to whom the shares were transferred from the 10 1,417
Unclaimed Suspense Account during FY 2021-22
Aggregate number of Shareholders and outstanding shares held in the Unclaimed Suspense 283 31,864
Account as on March 31, 2022
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
Place: Mumbai
Date: April 18, 2022 R Shankar Raman Debashis Chatterjee
Director CEO & Managing Director
(DIN 00019798) (DIN 00823966)
ANNEXURE 3
Details of Ratio of Remuneration of Directors
[Section 197(12) of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014]
(v) Average percentile increase already made in the salaries of The average % of increase for employees eligible for a compensation
employees other than the managerial personnel in the last increase was 7.5%. This is the average % globally – each geography
financial year and its comparison with the percentile increase would have a different average depending on the approved budgets
in the managerial remuneration and justification thereof for that geography. For the Executive Directors, the % of increase in
and point out if there are any exceptional circumstances for remuneration is on account of comparison of remuneration between
increase in the managerial remuneration; the prorated period for 2020-21 and 2021-22. The compensation
decisions for each year are taken after considering the following
parameters: comparison of Mindtree salaries for various roles,
benchmark data for such roles and the approved compensation
budget as per the financial plan for the Financial Year. In addition the
compensation revision of the senior leadership team is approved by
the Nomination and Remuneration Committee.
(vi) Affirmation that the remuneration is as per the remuneration Yes, the remuneration is as per the remuneration policy of the
policy of the Company. Company.
167
Directors’ Report
B. Employees drawing remuneration of ` 1.02 crores or above per annum posted in India (Other than Employees included in A above)
168
Age Total Designation
Sl. Previous Remuneration*
Employee Name Designation Qualification (in Experience (in at Previous Date of Joining
No. Employer (Amount in `)
years) years) Employment
Chief Financial KPIT Technologies
Directors’ Report
Total Designation
Sl. Age Date (refer Remuneration
Employee Name Designation Qualification Previous Employer Experience at Previous
No. (in years) Note below) (Amount in `)*
(in years) Employment
Director -IOT South
1 Alok Gopal Srivastava Vice President PGDM 58 Cisco 1-Jul-21 11,670,919
36 East Asia
Chief Technology Cognizant Technology Chief Technology
2 Aan S Chauhan B.Tech 52 1-Jul-21 21,591,879
Officer Solutions 25 Officer
Cognizant Technology
3 Kaushik Chakraborty Vice President MCA 51 SBU Head-Practice 13-Jul-21 7,776,862
Solutions 25
Chief People Cognizant Technology
4 Suresh Bethavandu PGDBA 56 VP - HR 4-Oct-21 5,447,514
Officer Solutions 26
Uma Shankar Harman connected VP & General
5 Vice President BE 53 31 3-Jan-22 2,534,247
Rangaswamy services Manager
6 Prashant Mehra Vice President B.Tech 49 Wipro 26 Systems Manager 30-Jun-21 4,299,174
Senior IR Multi-Media
7 Balaji Krishnan PGDSM 55 33 Project Manager 14-Oct-21 15,617,044
Vice President Solutions Pvt. Ltd
Associate
8 Krishnan K S BE 48 TIL 24 Team Lead 16-Apr-21 2,816,049
Vice President
Associate
9 Pranshu Jain B.Tech 47 Indya.com 25 Systems Analyst 4-Feb-22 9,683,182
Vice President
Larsen & Toubro Deputy Head -
10 Rosalee M Kombial Vice President PGDM 48 23 31-Mar-22 10,757,625
Infotech Ltd Human Resources
Accenture Services
11 Rajesh B Baliga Vice President B.Com 49 28 Senior Manager 21-May-21 3,979,159
India Pvt Ltd
12 Rohit Nand Vice President PGDBA 46 Brillio 23 AVP 30-Sep-21 5,946,885
Associate
13 Ashish Sharma MBA 46 ITC Infotech 22 General Manager 7-May-21 2,155,847
Vice President
Associate
14 Venkatesh Agarwal MBA 46 HCL Technologies 23 General Manager 8-Jun-21 1,961,724
Vice President
Associate Director-
15 Mukesh Mathad BE 48 Aricent Technologies 24 16-Apr-21 1,542,124
Vice President Engineering
Balakrishnan Senior Rage communications Chief Operations
16 B.Tech 52 27 9-Apr-21 5,512,679
Shanmugham Vice President Pvt Ltd Officer
MD & Director
Chief Operating of Delivery
17 Dayapatra Nevatia M.Tech 53 Accenture Solutions 29 3-Jan-22 42,238,790
Officer for Advanced
Technology
Associate
18 Vinay Krishna Sanil M MM, BE 50 Capgemini 24 Senior Director 30-Jun-21 3,198,080
Vice President
Senior Accenture
19 Suresh Uppalapati PGDM 49 Accenture Solutions 25 20-Jan-22 12,292,009
Vice President Leadership
Note: Sl. Nos. 1 to 5 joined employees and Sl. Nos. 6 to 19 resigned employees.
* Remuneration paid includes perquisite value of shares allotted if any, under ESPS/ERSP 2012.
For and on behalf of the Board of Directors
169
Directors’ Report
ANNEXURE 4
Form AOC-2
Details of Related Party Transactions
[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1)
of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under fourth proviso thereto:
(h) Date on which the special resolution was passed in general meeting
as required under first proviso to Section 188
ANNEXURE 5
Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow
[Clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014]
We believe in improving and maintaining ecological balance by monitoring, measuring, and controlling environmental impact at our
workplaces by adopting technologically sound and sustainable practices. Our commitment towards environment and society has
been integrated into our operations to ensure sustainable development.
As a responsible organization, we make a constant effort to decarbonize our own operations. Our sustainability strategy focuses on
environmental responsibility, climate protection, and an optimal use of natural resources through maximizing resource efficiency.
The environment has a direct impact on the health and well-being of every stakeholder in our value chain. It is therefore important
that we strive to mitigate our own impact, and wherever possible, influence positive environmental practices.
With an aim towards power conservation in operation and maintenance of the facilities, best practices were implemented through
which our company was able to save the power consumption of 8.24 lakhs units per annum resulting the reduction of cost ` 7.41
Million. Our company has contributed to a reduction of 758 tons of carbon emission towards the power saving of 8.24 lakhs unit.
The following are the few major initiatives and interventions completed.
Key initiatives:
Optimization of UPS
As part of this program objective till date 3.99 MVA reduced UPS capacity across India locations. For this fiscal year at our global village
facility – Bengaluru, we have reduced the installed capacity to 480 KVA from 640 KVA which is 25% lesser then the installed capacity.
This has been implemented by analysing the load pattern from last two years including the future. Improved intelligent monitoring
system in the installed UPS, enables us to track the operation and load pattern through remote and monitoring applications. This
initiative has brought down the air conditioning demand for the UPS room space.
Cost saving of (3 Years AMC+AC Capacitor replacement +Energy Saving +Buyback) INR 44.22 lakhs per annum with ROI of 10 months.
At MTE, the restroom flushing in buildings was operated through pneumatic pumping system. To maintain the pressure at the pumping
line, pumps need to be operated continuously, and the power consumption was on the higher side using this method. To reduce the
energy consumption, plumbing line was modified with overhead tanks and automatic pumping system where the water needs to
be filled once or twice a day and water pressure is maintained through gravity force. This reduced the pump operating time by 21%
resulting in the energy saving of 5,913 units /annum.
Earlier in our facility at Pune, air conditioning system was common for both workspace & critical rooms in one of the ODC. Due to
pandemic situation most of the employees are remotely working and there is no need for air conditioning in the workspace area. Since
the existing system was operating for complete floor including critical rooms which is not required in present situation, this led to
wastage of energy resource. Hence to mitigate this condition, we have installed a separate eco-friendly refrigerant split AC unit for
critical rooms with lesser capacity. By this initiative we saved 63,072 units per annum.
Existing CFL tubes are replaced with enhanced LED lights which enabled a significant reduction in lighting energy usage at our
facilities in Pune and Hyderabad. 3,701.38 KWh is expected to be saved through this initiative and with payback and zero maintenance
cost for five years.
Renewable energy
We have committed to make our operations run through 100% renewable energy by 2025. In the fiscal year 2021-22, 78% of electricity
requirement for our India operations is met by renewable resources. We are constantly working with partners & governments in
various states to increase our electricity requirement from renewable resources.
Water management
As a responsible organization, we are committed towards conserving fresh water and to reduce our load on the community. Our
water consumption has drastically reduced owing to remote working due to the pandemic situation. The 3R (Reduce, Reuse, recycle)
approach has been embedded into our operations to ensure minimal freshwater usage and various initiatives are implemented to
achieve this. At most of our facilities, water requirement for flushing, landscaping and HVAC cooling tower is met by recycled water.
At our Bengaluru facilities, through our rainwater harvesting & installation of recharging pit initiative we ensure to recharge the
groundwater level. These projects helped us to reduce private water purchase by 12,370KL in this financial year.
At our Pune facility, existing water aerators are replaced with efficient water aerators, this reduced the rate of water flow for taps
by 35% without compromising the user comfort. With 100% occupancy of the building, this initiative has a potential to save
1,388 KL / annum.
Waste management
Our efforts on waste management have been driven with an objective of reducing the waste to landfill and increase the quantity of
waste recycled/reused in an environmentally friendly way. We focus on not only recycling but also limiting waste generation. The
combination of reduction in waste, waste segregation, recycling, on-site composting and incineration has led to reducing the burden
on the city landfills.
Zero
wastewater
discharge
from our
campuses.
All the waste generated within our office premises are disposed to authorized recyclers as per the legislations. Hazardous waste,
biomedical & e-waste are disposed to recyclers who are authorized by the Pollution Control Board. Printer toners & cartridges are
given back to the partner for refill & reusage of the same.
The organic waste generated within our campus are food waste, garden waste and STP sludge. All the organic waste are treated in
in-house Organic waste composter and converted into manure. Sludge generated from STP are dried and blended with this compost.
The manure is being used as fertilizer for landscaping within the campus. We also distribute the extra manure to the Mindtree minds
during World Environmental Day and Earth Day.
Inorganic waste consists of all other types of waste like paper, plastic, metal, etc. are segregated at the source and are disposed
through authorized recyclers. Metal scrap was reused by inhouse team to fix handrails for ladders to access overhead tanks resulted
in saving of INR 9.2L. Generated construction waste is disposed to vendor and reused for construction of roads, thereby eliminating
380 tons of waste reaching to landfill. Packing waste like cardboards are reused for couriering the laptops to employees working
remotely. Implemented WOW’ (Well-being Out of Waste) initiative - a program where the recyclable waste is scientifically disposed
and sent for recycling.
In the fiscal year 2021-22, we have recycled 99% of the waste generated within our office premises.
• Mindtree Minds made responsible for following measures to ensure occupational safety, health, and infection prevention in
their workplace and enabled mandatory ‘Back to Office’ course completion for its offices across through their internal learning
portal.
• Monitoring of temperature is implemented across location at the first entry point to the facility.
• Availability of pulse oximeter at all building lobbies.
• Display of awareness posters and signages towards best practices to be followed at workplace with regards to safety and
hygiene.
• Control procedures for HVAC systems are maintained as per ISHRAE guidelines.
• High touch points are converted into contactless functions such as foot operated sanitizer/door/ taps, etc.,
• Sanitization of all ‘Incoming’ and ‘Outgoing’ materials.
• Weekly fumigation of entire facility is done to ensure safety.
• Contactless vaccination drive was conducted to employees and their dependents for both the dosages.
• Entry into the office premises is restricted only for fully vaccinated persons.
• Conducted yoga sessions for support staff to improve their physical and mental health.
• All compliances related procedure as per the governing state bodies are maintained up to date.
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.
Mindtree Bengaluru west campus has been bestowed with two prestigious accolades: “Energy Efficient Unit” & “Most Useful
Presentation” in 22nd edition of CII National Award for Excellence in Energy Management 2021.
The awards are designed as a benchmark to recognize excellence in energy management and innovative energy conservation
among the industries for the consecutive three years and felicitate best practices & technologies. Over 400 companies spanning all
types of industrial sectors across India competed for this with the nominations evaluated by eminent and expert panel of judges.
Mindtree’s six locations in India have been bestowed with “WELL –HEALTH SAFETY RATING” by International WELL Building
Institute (IWBI).
With the present scenario of COVID-19 and for the healthy re-entry to office, the “WELL Health-Safety Rating” for Facility Operations
helps organizations address the health, safety, and well-being of their most valuable asset—people. This rating is a visible
indication of confidence and trust, the WELL Health-Safety seal communicates to everyone entering a space that evidence-based
measures have been adopted and third-party verified focusing on operational policies, maintenance protocols, Emergency plans
and awareness to address a post COVID-19 environment now and broader health and safety related issues into the future.
The rating by IWBI are designed as a benchmark to recognize the adoption and evaluation of process. Mindtree to receive the Well
Health-Safety Rating, have met stipulated criteria related to sanitization procedures, emergency preparedness programs, air and
water quality, and health service resources. These ratings stand as a testimony demonstrating our focus on health and safety.
Mindtree was awarded for Excellence in Sustainability category at the iNFHRA Workplace Excellence Awards 2021, Mindtree was
recognized for efficient energy conservation program and water saving, offsetting of overall organizational carbon footprint through
various initiative.
Mindtree Bengaluru west campus has been awarded “SURAKSHA PURASKAR” at National level from NSCI Safety Awards in Service
sector. Mindtree was recognized for exemplary Occupational Safety & Health (OSH) performance & commitment to reduce workplace
injuries, implementations of the best OSH practices and encourage continual improvements.
New technologies & tools adopted Microsoft (Bot Composer, Power Virtual Agent, Power Apps) Google
Dialog flow, Amazon Connect, Nice In Contact, Twilio, Live Person,
AI/ML, Optimized SOTA models.
Innovative solutions Prototyping:
Contact Center Transformation (AI led)
• Cognitive Dashboards for Agent
• Sentiment analysis
• Real time advisory
• Post call Summary
Cognitive Dashboards for Manager
• AI led automated escalation
• Call quality analysis
Automation
• CAI DevOps
• CAI Test automation
• Bot Analytics
New technologies & tools adopted Real-time facial motion tracking, Hand tracking and gesture
recognition, Point Cloud capture using depth, Shared AR, Open CV,
Motion tracking,
AR foundation, P2P WebRTC based calling, 3,js, WebXR, AR Core, AR
Kit, Inverse Kinematics, Ray-casting, 3d Model targeting.
Innovative solutions Consumer Journey
Pre-sales (Attract)
• AR Visualizer App – virtually paint and visualize your home
• AR Digital Magazine - Bring static ads to life
• Shared AR for remote sales – Connect with consumers remotely
• 3D / 360-degree virtual tours
• AR Menu – Touch-less app for Menus
During Sales (Acquire)
• AR Retail – Scan products to find the right ones for you
• Virtual exhibition - Virtual event creation platform for product
• launches
• Virtual marketplace for Web-VR commerce
• Immersive interaction with products (Perfumes, electronics)
• Immersive product trials (eyewear, cosmetics)
Post Sales (Engage)
• AR Training – Train users on product features and usage
Enterprise Journey
Prototyping:
• AR/VR Prototyping
• Space Planning
Training:
• DIY Self-Learning AR manuals
• Interactive Avatar based simulation training
• Web-VR based Immersive trainings
Service & Support
• AR Service Assist (SOP, service instructions)
• AR Remote support and Annotation solution for collaboration
and support
New Technologies & Tools Adopted • Rapid application portfolio analysis, Open Source risks,
Resiliency, Agility. Objective software insights combined with
qualitative surveys for cloud readiness with CAST Highlight
• CloudFX for FinOps assessment and CloudOps management
• Hybrid Cloud Monitoring leveraging ScienceLogic
• Application Performance Monitoring leveraging AppDynamics &
Integration
• Visibility of server and application portfolio for effective
decisions about what goes to the cloud and how leveraging
Appscore
Innovative Solution Accelerators Developed • Automated Landing Zone Deployment for Azure & AWS
• AzureDevOps pipeline and infra as code
• Integration of ITSM tools (ServiceNow) with MVC for self-service
provisioning with approval workflow
New Technologies & Tools Adopted Nextgen Security Operations Center (SOC) Platform
• Cloud native solution
• Built in AI/ML, threat hunting and SOAR solutions
• Rapid Threat Detection and Response
• Reduction in overall cost and meet all customer data residency
requirements
Innovative Solution Accelerators Developed • 20 + accelerators including Rapid application on boarding, HR
feed integration for IAM solutions
New Technologies & Tools Adopted Mainframe modernization with z/OS and transformation to cloud
Within z/OS (In-place Modernization)
• TCO reduction, MIPS/cost, storage, workload optimization and DB/
data, software, platform consolidation.
• Performance Management, Application, and database
modernization.
• UI Modernization, Transform monolithic legacy to distributed UI,
API modernization using tools such as zConnect, OpenLegacy,
Mulesoft etc.
• Resilience, Architecture review to meet high availability standards
& performance and Automation solutions for Operations.
• Moving COBOL workloads to Java based workloads on zLinux
running on zAAP/IFL lower cost processors.
Cloud Transformation
• Re-host Mainframe workloads to cloud using partner products
and inhouse automation utilities.
• Re-Factor Automated migration of Mainframe workloads to cloud
powered by inhouse code converters (e.g. COBOL to Java(C2J),
RPG-II to COBOL(zR2C), zVSE JCL to zOs JCL) as well as partner
products.
• Rewrite Mainframe workloads into a new age micro-services
architecture on cloud by bringing in our inhouse z-Toolkit
inclusive of PAM (Portfolio Analysis on Mainframes), zBRE
(Business Rules Extractor) etc. at various stages of the program
lifecycle.
• Replace with COTS, Replacing core functionality and standard
business requirement etc.
• Retire obsolete/redundant application, and infrastructure
decommissioning.
Mainframe as a Service
• Mainframe administration & infrastructure services for end-to-
end hosting with the help of inhouse and partner solutions/
products.
Innovative Solution Accelerators Developed • RPA enablement.
• Python based framework for monitoring of system statistics.
• Devops on Legacy integrating with GitHub and Jenkins for
building CI/CD pipeline.
• Reverse engineering (Documentation, flowcharts, and extraction
of rules) for Assembler heavy and TPF based applications.
• Mass changer- Language conversion tool (Natural, Assembler,
RPG, zVSE JCL, DYL280, SAS etc). ADAM (Data Migration tool).
• zOTA (Online test automation and zBTA (Batch test automation).
• Mindtree’s Modernization workbench for Microfocus ES.
New Technologies and Tools adopted “VD As a Service” is a comprehensive, all-in-one, virtual application
and desktop publishing solution specifically designed to reduce the
cost and complexity of VDI.
Innovative Solution Accelerators Developed Rapid rise in remote work and acceleration of digital
transformation, organizations everywhere are looking for ways
to achieve greater agility. VDaaS that is scalable and simple to
deploy, providing applications, content, and data to users on
self-provisioning basis. overall simplicity of this service enables
customers to control critical VDI, application streaming, printing,
and reporting features, all from a simple and intuitive user interface.
Using client software that works on Laptop, iPhone, iPad, and
Android, end user can access their VDI securely from any location.
New Technologies & Tools Adopted • Digital Smart workspace for Users by using Citrix SaaS and Azure
Virtual Desktop.
• Digital Employee Experience Management leveraging Nexthink.
• Microsoft VIVA - Microsoft Viva is an employee experience
platform that brings together communications, knowledge,
learning, resources, and insights in the flow of work. Powered by
Microsoft 365 and experienced through Microsoft Teams, Viva
fosters a culture that empowers people and teams to be their best
from anywhere.
• Manage Engine AD Manager Plus - Web-based product that
provides centralized administration and management of Windows
Active Directory.
• Manage Engine M365 Manager Plus - Extensive Microsoft 365 tool
used for reporting, managing, monitoring, auditing, and creating
alerts for critical activities.
Innovative Solution Accelerators Developed • Digital Smart workspace using hybrid combination of Citrix
SaaS and Azure virtual desktop multi-session come together
for superior performance, increased security, and a better user
experience—all while simplifying management and reducing
total costs in response to remote work and acceleration of digital
transformation initiatives.
• Digital Employee Experience management implementation
by correlating technical metrics with employee sentiment to
understand the complete employee experience. It leverages
dashboards, event analysis and visualizations, and automated
remediation help to rapidly solve technology issues and improve
the digital experience. It enables multiple technology integrations
such as ServiceNow, Azure AD, SAML etc., to enhance both
Employee as well as Support and Management team experience.
4. Blockchain perspective
• AI in SDLC
• Autonomic Computing
• Emerging tools, techniques, and components in Mature tech stack i e. Java, MS and JavaScript
New Technologies and Tools adopted MAUI, GraphQL OutSystems in low code platforms, Flask for building
API in Python, Dapr, GRPC, Svelte
Innovative Solution Accelerators Developed Reference architecture for building Autonomic applications, Eye
tracking for web page hot spot detection, AI assisted Test data
generation and AI based Code generation from wireframe images
Solution Accelerators SDK, Autonomic computing platform for building autonomic
applications
New Technologies and Tools adopted • Mongo DB version 4.2 – multi document transaction protection
• Prismo - enabling complete end-to-end security and compliance
automation for DevSecOps
• Large scale adoption of Azure services
i. Infrastructure as code
ii. Fine grained observability solution to provide real time
monitoring of infra and platform
• Large scale solution for product discovery using Elastic Search
Innovative Solution Accelerators Developed It’s been a challenge to implement strong data consistency in NoSQL
databases.
• MongoDB version 4.2 supports multi document transactions and
Sufin has been an early adopter of this feature.
• At Sufin core framework level we have implemented a smart
feature which can detect a transaction context and based on
which the request can be routed to the primary replica or one
of the read replicas. This helps us achieve enormous scalability
alongwith strong consistency.
Implementation of plug and play model that allows easy integration
with diverse partners like Signzy, WhatsLoan, Payment Gateway,
Messaging Providers, ERP.
Solution Accelerators • Set of complimentary services and components have been built as
part of Sufin platform that can be leveraged for development and
implementation of new platforms.
• Concept to realization time window is in few weeks.
Process • Adoption of Agile and DevOps practices enabling rapid
development and frequent releases to production.
• Use of Azure DevOps practices allowing single click build and
deployment.
At Mindtree, we believe the Low-code/No-code solutions will pervasive across all the offerings and eventually every offering
will have Low-code/No-Code variant. We believe that in the fiscal FY-2022/23 requirements will be significant revenue driver.
Some of the Low-code/No-code initiatives are underway at Mindtree.
New Technologies and Tools adopted • Catered to Enterprises vision of being Data Driven Organizations,
by developing methodologies, accelerators on Data Marketplaces
backed by Data Mesh and Data Fabric.
• Deeper focus on Databricks, Snowflake and Informatica.
• New services from Azure, GCP and AWS.
• Launched new service for Business Finance Performance
Management (BFPM), an Enterprise Performance Management
(EPM) Offering for CFO Organization.
New Technologies & Tools Adopted • Sprinklr : Added marketing operations and martech services on
Sprinklr – a social marketing suite.
• Data driven marketing operations supported by CMP and CDP
products.
• Data Analytics: Expertise in Google Analytics, Adobe Analytics,
Launch, Firebase Analytics.
• Headless CMS: Developing expertise on headless CMS (Contentful,
ContentStack) implementations.
• Marketing: added campaign build and operate services on Markets
– a campaign management solution from Adobe.
• Ampliences: a retail focused CMS solution.
• Microsoft Dynamics CE: Implement and operate Microsoft CRM
suite.
• Commerce Tools: a Headless commerce platform.
Innovative Solutions and Accelerators Developed • Digital Asset Bulk Ingestion and migration tool.
• AI Content and AI Test for AI accelerated marketing operations and
merchandizing operations services. Support for Headless CMS, Site
Migrations and Continuous content Ops.
• SEO Max: AI driven SEO assistance and PDP content generation.
• AI Commerce Ops for AI driven automated commerce IT Operations.
• CRX: Creative acceleration with Adobe Assets along with content
and asset migration tool to speed up DAM adoption.
• Promotion platform: Helps marketer to roll out new promotions 50
% faster with 100% compliance.
• RXM: Retail execution management solution on MS Dynamics and
PowerApps.
• Direct to Professional and Distributor Marketplace commerce
solution: provide new capabilities on B2B eCommerce. Available
for Magento and SAP Commerce Cloud.
• Commerce KPI dashboard- KPI based commerce system monitoring.
• Distributor Management System: A platform to connect
manufacturers, distributors, and retailers. Available in Adobe
Commerce and SAP Commerce.
New Technologies & Tools Adopted Chaos Engineering – Gremlin, AWS Fault Injection Service (FIS) and
Azure Chaos Studio
Innovative Solution Accelerators Developed Ensure the application availability and resiliency through Chaos
Engineering
• Detection of sensitive information in logs using AI
Solution Accelerators Chaos unit service – Chaos Unit is a self-contained Module of Chaos
Engineering fundamental blocks that allow multiple focused chaos
tests to be implemented across a Technology ecosystem
Your Company has spent ` 245 million on research and development during the FY 2021-22 as against ` 373 million for
the FY 2020-21.
The capital investment on energy conservation equipment was Nil during the FY 2021-22.
ANNEXURE 6
Annual Report on CSR Activities
1. A brief outline of the Company’s Corporate Social Responsibility (CSR) Policy:
CSR Policy: Mindtree focuses on CSR initiatives that promotes the areas identified in this policy. Mindtree implements the chosen
programs via two channels:
a. The mode of implementation of CSR programmes will include a combination of direct implementation and / or through partners
such as NGOs, Trusts, academic institutions, business associates, registered societies, etc., The Company will select its partners after
appropriate due diligence.
• 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;
• 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 members of the CSR Committee of the Board and details of attendance during the financial year 2021-22 are as follows:
Sl. No. Name of Director Designation / Nature Number of meetings Number of meetings
of Directorship of CSR Committee of CSR Committee
held during the year1 attended during the
year
1 Ms. Deepa Gopalan Wadhwa Chairperson 6 6
2 Ms. Apurva Purohit Member 6 6
3 Mr. Bijou Kurien Member 6 6
4 Mr. Debashis Chatterjee2 Member 2 2
Note : Mr. Dayapatra Nevatia ceased to be Member of the Committee with effect from January 3, 2022. He attended three out of three
meetings held during his tenure.
1 Meetings held/ attended through audio visual means/video conferencing.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the
website of the company.
4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social
responsibility Policy) Rules, 2014, if applicable (attach the report).
https://www.mindtree.com/sites/default/files/2021-05/Impact-Assessment-report.pdf
4. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy)
Rules, 2014 and amount required for set off for the financial year, if any.
5. Average Net Profit of the Company for last three Financial Years for the purpose of computation of CSR: ` 8,399.84 Million.
Total Amount Spent for the Financial Amount Unspent (in ` million)
Year (` in million) Total Amount transferred to Amount transferred to any fund specified
Unspent CSR Account as per under Schedule VII as per second proviso
section 135(6) to section 135(5)
Name of Amount Date of transfer
Amount Date of transfer
the Fund
71.38 77.06 13-Apr-2022 - --- -
1 2 3 4 5 6 7 8 9 10 11
Sl. Name of the Item from the Local Location of Proj- Amount Amount Amount Mode of Mode of
No Project list of activities Area the project ect allocated spent in transferred Imple- Implementation -
in (Yes / Du- for the the current to Unspent mentation Through
Schedule VII to No) ra- project financial CSR - Direct Implementing
the Act tion (` in mil- year Account for (Yes/No) Agency
lion) (` in mil- the project as
lion) per Section
135(6)
(` in million)
State District Name CSR
Registration
Number
1 Mindtree Schedule 7
MyTree (iv), ensuring 3 SankalpTaru
Yes Maharashtra Pune 26.00 1.10 24.90 No CSR00000590
environmental Years Foundation
sustainability
2 Para Foundation
Schedule 7
Olympics for
(vii), training 3
Support Yes Pan INDIA 10.00 No Promotion CSR00001100
to promote Years 12.00 2.00
of Sports
Paralympic sports
and Games
3 Integrated Schedule 7
Watershed (iv) ensuring
Community environmental
Development sustainability,
Program ecological
National
(IWCDP) balance, 4
Yes Karnataka Mysuru 44.86 2.70 42.16 No Agro CSR00000610
protection of Years
Foundation
flora and fauna,
animal welfare,
agroforestry,
conservation of
natural resources
Total 82.86 5.80 77.06
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
Sl. Name of the Item from the Local Location of the project Amount Mode of Mode of Implementation -
No. Project list of activities Area spent for the Implementation Through Implementing Agency
in Schedule VII (Yes / project (` in - Direct (Yes/No)
to the Act No) million)
CURE
Tamilnadu Tirunelveli 0.35 International
India Trust
Reaching Schedule 7
inclusive (i), Promoting
health care The Spastics
education and
2 Yes Tamilnadu Chennai 1.25 No Society of CSR00001373
comprehensive Schedule 7(ii), Tamilnadu
rehabilitation to Promoting
the door step education
Reaching Schedule 7
inclusive (i), Promoting
health care The Association
education and
3 Yes Karnataka Chitradurga 3.18 No of People with CSR00001544
comprehensive Schedule 7(ii), Disability
rehabilitation to Promoting
the door step education
West Godavari,
Kakinada,
Job-Oriented Schedule 7 Vijayawada,
Andhra
Training of (ii) Enhancing Ongole, 1.46 Same as above
Pradesh
4 Intellectually vocation skills Yes* Gannavaram, No CSR00001671
Disabled Youths among the Guntur,
for Employment differently abled Madanapalle
Ranga Reddy,
Hyderabad,
Telangana Mahabub Nagar, 1.24 Same as above
Gowthaminagar,
Medak
Schedule 7
Early Corrective SPARSH
5 (i) Promoting Yes Karnataka Across the state 2.21 No CSR00010971
Surgeries Foundation
health care
Skill
Development Schedule 7
Centurion
training (ii) Enhancing
Barunei hills, near University of
6 for hearing vocation skills Yes Odisha 3.61 No CSR00006369
Jatni Technology and
and speech among the
Management
impaired differently abled
youths
Medical
Support for
Missed-Out Schedule 7
7 Communities (i) Promoting Yes West Bengal Kolkata 2.00 No GOONJ CSR00000291
(Leprosy, Trans- health care
genders, HIV
patients etc.)
Education
Continuity
Schedule 7(ii),
Support for
8 Promoting Yes Karnataka Across the state 1.50 No IDL Foundation CSR00009129
Visually-
education
Impaired
Children
Sl. Name of the Item from the Local Location of the project Amount Mode of Mode of Implementation -
No. Project list of activities Area spent for the Implementation Through Implementing Agency
in Schedule VII (Yes / project (` in - Direct (Yes/No)
to the Act No) million)
Thalassemia
disabled Schedule 7 Bangalore
9 people – blood (i) Promoting Yes Karnataka Bengaluru 1.35 No Medical CSR00001716
transfusions health care Services Trust
support
Schedule 7
(iii), Providing
National Centre
measures
NCPEDP- for Promotion
for reducing
Mindtree Helen of Employment
11 inequalities No Across India 1.53 No CSR00000696
Keller Awards for Disabled
faced by
2021 People
socially and
(NCPEDP)
economically
backward groups
Agastya
Schedule 7(ii), Telangana Hyderabad 1.80 International
15 Home Lab Kit Promoting Yes No Foundation CSR00003442
education
Maharashtra Pune 1.80 Same as above
Siva Sri
Karnataka Chitradurga 2.44
Charitable Trust
Schedule 7(ii),
Sikshana @
16 Promoting Yes Karnataka Tumakuru 1.76 No Same as above CSR00000155
Home
education
Madhugiri
Karnataka 1.44 Same as above
(Tumakuru)
BEEM Rural
Schedule 7(ii),
Development
17 Yuva Jyoti Promoting Yes Karnataka Tumakuru 7.50 No CSR00000815
Organization
vocational skills
(BRDO)
Schedule 7
Not Just Piece
18 (i) Promoting Yes Odisha Kandhamal 3.00 No Goonj CSR00000291
of Cloth (NJPC)
health care
Schedule 7
(i) Promoting
health care
Mindtree - Schedule 7 Indivillage
19 Yes Karnataka Uttara Kannada 3.76 No CSR00006091
OxyBus (xii) Disaster Foundation
management,
including relief,
rehabilitation
Total 80.31
Sl. No. Name of the Item from the Local Location of the project Amount spent for Mode of Mode of Implementation - Through
Project list of activities Area the project Implementation - Implementing Agency
in Schedule VII (Yes / State District (` in million) Direct (Yes/No) Name CSR Registration
to the Act No) Number
2 Home Lab Kit Schedule 7(ii), No Telangana Hyderabad 0.01 No Agastya CSR00003442
Promoting
education
3 Literacy Schedule 7(ii), No Karnataka Rama Nagar 0.02 No Spastics Society CSR00003311
Enhancement Promoting
education
Total 0.05
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) : ` 171.38 million
8. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount Amount Amount transferred to any fund Amount remaining
No. Financial Year transferred to spent in the specified under Schedule VII as per to be spent in
Unspent CSR reporting section 135(6), if any succeeding financial
Account under Financial Name of Amount Date of years
section 135 (6) Year (` in the Fund (` in transfer (` in million)
(` in million) million) million)
1 2018-19 - - - - - -
2 2019-20 - - - - - -
3 2020-21 - - - - - -
Total - - - - - -
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
9. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the
financial year (asset-wise details):
(b) Amount of CSR spent for creation or acquisition of capital asset – Not Applicable.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. – Not
Applicable.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset) – Not
Applicable.
10. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) – Not Applicable.
Sd/- Sd/-
Debashis Chatterjee Deepa Gopalan Wadhwa
CEO & Managing Director Chairperson of CSR Committee
(DIN : 00823966) (DIN : 07862942)
Place: Mumbai
Date: April 18, 2022
ANNEXURE 7
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
MINDTREE LIMITED,
CIN: L72200KA1999PLC025564
Bengaluru, Karnataka
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by Mindtree Limited (hereinafter called the “Company”). The secretarial audit was conducted in a manner that provided me a reasonable
basis for evaluating the corporate conduct/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on
31st March 2022 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial
year ended on 31st March 2022 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines (and any amendments thereto) prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act’), as applicable:
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and The Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015;
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018;
i) The other laws as applicable to the company, as per Para I of Annexure hereto.
I have also examined compliance with the applicable clauses of the Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries
of India.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards
mentioned above.
» The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors,
Independent Directors and Women Directors. The changes in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the Act.
» Adequate notice was given to all Directors to schedule the Board / Committee Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
» The decisions at the Board and Committee meetings were carried unanimously and the related discussions were duly recorded in the
minutes.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company
to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.
The final report of Regional Director, South East Region Bench in respect of the inspection under section 206 of the Companies Act,
2013 ordered by the Regional Director, South East Region, Ministry of Corporate Affairs carried out during the year ended 31st March,
2020 is awaited.
G. SHANKER PRASAD
ACS No. 6357
CP No: 6450
Place: Bengaluru
Date: April 18, 2022
UDIN: A006357D000145848
This report is to be read with my letter of even date (Part II) of the Annexure and forms an integral part of the report.
ANNEXURE (Part I)
(The other laws as may be applicable to the Company referred to in Para (vi) of the report including corresponding State
Laws, wherever applicable, and the relevant regulations thereunder)
A. Environmental Laws
a) Air (Prevention & Control of Pollution) Act, 1981
d) Cigarettes and other Tobacco Products (Prohibition of Advertisement and Regulation of Trade and Commerce, Production, Supply and
Distribution) Act, 2003
B. Employment Laws
a) Labour Welfare Fund Acts and the rules made thereunder
c) Factories and Establishments (National, Festival and Other Holidays) Acts and the rules made thereunder.
i) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
l) The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959 and the rules made thereunder
n) The Equal Remuneration Act, 1976 and the rules made thereunder
o) The Employee State Insurance Act, 1948 and the rules and regulations made thereunder
p) The Industrial Employment (Standing Orders) Act, 1946 and rules made thereunder
q) The Shops and Commercial Establishments Acts and rules made thereunder
s) Tax on professions, Trade, callings and employment Acts and rules made thereunder
C. Establishment Laws
a) Lift Acts
b) Fire Acts
c) Town Panchayats, Municipalities and Municipal Corporations (Collection of Tax On Professions, Trades, Callings And Employments)
Rules, 1999
d) Municipal Laws
D. Fiscal Laws
a) Central Goods and Service Tax Act 2017 and rules made thereunder
b) Integrated Goods and Service Tax Act 2017 and rules made thereunder
d) Foreign Exchange Management Act, 1999 and the rules made thereunder
E. Sectoral Laws
a) Information Technology Act, 2000 and the applicable rules thereunder
b) Special Economic Zones Act, 2005 and the rules made thereunder
F. Other Laws
a) Micro, Small and Medium Enterprises Development Act, 2006
1. The maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to express an
opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.
I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.
4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening
of events etc.,
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management.
My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the company.
7. The information for the audit were mainly shared through email and other online channels as physical verification could not be majorly
done due to lockdown / restrictions on movement on account of COVID -19 pandemic for the better part of the year.
SHANKER PRASAD
ACS No. 6357
CP No: 6450
Place: Bengaluru
Date: April 18, 2022
ANNEXURE 8
1. This certificate is issued in accordance with the terms of our engagement letter dated August 06, 2020.
2. We, Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of Mindtree Limited (“the Company”), have examined
the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2022, as stipulated in
regulations 17 to 27 and clauses(b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).
Management’s Responsibility
3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the
Corporate Governance stipulated in the Listing Regulations.
Auditor’s Responsibility
4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
5. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of
providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
6. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification
of Corporate Governance issued by the Institute of Chartered Accountants of India (the “ICAI”), the Standards on Auditing specified
under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance
Note on Reports or Certificates for Special Purposes issued by the ICA I which requires that we comply with the ethical requirements
of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Opinion
8. Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the
Listing Regulations during the year ended March 31, 2022.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
Monisha Parikh
Partner
(Membership No. 47840)
BENGALURU, April 18, 2022
UDIN-22047840AHGEIQ1569
ANNEXURE 9
G. SHANKER PRASAD ACS, ACMA
PRACTISING COMPANY SECRETARY
#10, AG’s Colony, Anandnagar, Bangalore – 560 024, Tel: 080 42146796
Email: [email protected]
COMPLIANCE CERTIFICATE
[Pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021]
To,
The Members,
Mindtree Limited
Global Village, RVCE Post, Mysore Road
Bangalore KA 560059
I, G. Shanker Prasad, Company Secretary in practice, have been appointed as the Secretarial Auditor by the Board of Directors of Mindtree
Limited (hereinafter referred to as ‘the Company’), having CIN: L72200KA1999PLC025564 and having its registered office at Global Village,
RVCE Post, Mysore Road, Bangalore KA 560059. This certificate is issued under Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as “the Regulations’), for the year ended March 31, 2022.
Management Responsibility:
It is the responsibility of the Management of the Company to implement the Scheme(s) including designing, maintaining records and devising
proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate
and operate effectively.
Verification:
The Company has implemented following share-based employee benefit plans (“the Plans”)
- Employee Restricted Stock Purchase Plan 2012 passed by the members at the General Meeting (s) held on July 16, 2012.
- Amended the Employee Restricted Stock Purchase Plan 2012 which was approved by the members at the General Meeting held on
June 22, 2015.
- Amended the Mindtree Employee Restricted Stock Purchase Plan 2012 which was approved by way of Postal Ballot by members on
May 22, 2021.
- Employee Stock Option Plan 2021 (ESOP 2021) passed by way of Postal Ballot by members on May 22, 2021.
For the purpose of verifying the compliance of the Regulations, I have examined the following:
Certification:
In my opinion and to the best of my knowledge and according to the verifications as considered necessary and explanations furnished to me
by the Company and its Officers, I certify that the Company has implemented the (“the Plans”) in accordance with the applicable provisions of
the Regulations and Resolution(s) of the Company in the General Meeting(s)/ Postal Ballot.
Further, the Company is governed by various policies such as Integrity Policy, Code of Conduct for its Employees, Directors and Suppliers,
Code of Conduct for Prevention of Insider Trading in Mindtree Securities, Code of Fair Practices and Disclosure and Information Security
Policy. The Anti-bribery and anti-corruption policy endeavours to conduct the Company’s business activities with highest possible ethical
standards, honesty and integrity, while vigorously enforcing its healthy business practices.
The Board of Directors and its Committees play significant role in upholding and furthering the principals of good governance which
translates into ethical business practices, transparency and accountability in creating long term stakeholder value.
(i) Act in the spirit of law and not just the letter of law;
Mindtree has been conferred ‘Silver Shield Award’ towards ‘Excellence in Integrated Reporting’ in the service sector category for FY 2021
from ‘The Institute of Chartered Accountants of India (ICAI)’. Mindtree also received Plaque Award for ‘Special Recognition’ for Reporting
on the gender equality category at ICAI -International Sustainability Reporting Awards 2020-21. This recognition emphasizes the efforts
of organizations in promoting a gender diverse workforce, with clear measures taken towards childcare, paternal leaves, and adoption of
effective policies for the promotion of women empowerment at all levels and transparent sustainability disclosures.
Mindtree employees (“Mindtree Minds”) adhere to the highest standards of integrity. We are guided by the values of collaborative spirit,
unrelenting dedication and expert thinking. These values are deeply embedded in our thoughts and are manifested in our actions.
Age Director Designation/ Directorship Position held in Committees Directorship in other Category of Directorship
Identification Position in other (only Audit and Stakeholders’ Listed entities
Number (DIN) Indian Relationship Committee) of the
Name of the Director
Companies Board of other Public Companies
As
As Member
Chairperson
1. Larsen & Toubro Limited
Non- 2. Larsen & Toubro Infotech
Mr. A M Naik 79 00001514 Executive 7 - - Limited Non-Executive Chairman
Chairman 3. L&T Technology Services
Limited
1. CEO & Managing
1. Larsen & Toubro Limited
Director
2. Larsen & Toubro Infotech 2. Non-Executive
Non- Limited Vice-Chairman
Executive
Mr. S N Subrahmanyan 62 02255382 7 - - 3. L&T Technology Services 3. Non-Executive
Vice
Limited Vice-Chairman
Chairman
4. Non-Executive
4. L&T Finance Holdings
Chairman
Limited
CEO &
Mr. Debashis Chatterjee 56 00823966 Managing 1 - - - -
Director
Non- 1. Larsen and Toubro Limited
1. Whole-Time Director
Executive 2. Larsen & Toubro Infotech and Chief Financial Officer
Mr. R Shankar Raman 63 00019798 and Non- 8 - 5 Limited
2. Non-Executive Director
Independent 3. L&T Finance Holdings
Director 3. Non-Executive Director
Limited
Executive
Director and
Mr. Venugopal Lambu 50 08840898 President- - - - - -
Global
Markets
Non- 1. L&T Technology Services
Executive Limited
Ms. Apurva Purohit 55 00190097 and 3 1 1 Independent Director
Independent 2. Navin Fluorine International
Director Limited
Non-
Executive
201
Corporate Governance Report
Age Director Designation/ Directorship Position held in Committees Directorship in other Category of Directorship
202
Identification Position in other (only Audit and Stakeholders’ Listed entities
Number (DIN) Indian Relationship Committee) of the
Name of the Director
Companies Board of other Public Companies
As
As Member
Chairperson
Non-
Executive 1. Timex Group India Limited
Mr. Bijou Kurien 63 01802995 and 10 2 3 2. Brigade Enterprises Limited Independent Director
Independent
Director
Corporate Governance Report
Tenure
Name
From To
Ms. Apurva Purohit1 January 01, 2019 December 31, 2023
Mr. Akshaya Bhargava1 October 01, 2021 September 30, 2026
Mr. Bijou Kurien1 July 17, 2021 July 16, 2026
Ms. Deepa Gopalan Wadhwa July 16, 2019 July 15, 2024
Mr. M R Prasanna2 July 16, 2019 March 31, 2022
Mr. Chandrasekaran Ramakrishnan July 15, 2020 July 14, 2025
1
Serving second term.
2
Ceased to be an Independent Director with effect from April 1, 2022 due to completion of his tenure.
The service contracts, notice period and severance fees are not applicable to Non-Executive and/or Independent Directors.
Independent Directors
Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the LODR Regulations and Section 149(6) of
the Companies Act, 2013. Mindtree’s Board comprised of six Independent Directors as on March 31, 2022. The Company had issued formal
letter of appointment/re-appointment to its Independent Directors. The terms and conditions of draft appointment letter is published
on the website of the Company in the following link: https://www.mindtree.com/sites/default/files/2017-10/letter-of-appointment-for-
independent-director.pdf. The tenure of Independent Directors is in accordance with the Companies Act, 2013 and LODR Regulations.
All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the
LODR Regulations and Section 149(6) and have provided the declaration under Section 149 (7) of the Companies Act, 2013. In terms of
Regulation 25(8) of LODR Regulations, the Independent Directors have confirmed that they were not aware of any circumstance or situation
which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations
received from them, in the opinion of the Board, the Independent Directors fulfil the conditions specified in the LODR Regulations and
that of Companies Act, 2013 and are independent of the management. Further, the Board confirms that all the Independent Directors have
completed the registration with the Databank as required under MCA notification dated October 22, 2019.
During the financial year 2021-22, Independent Directors met four times among themselves, i.e. 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 Companies Act, 2013. Action items, if any, were communicated to the Executive management and tracked for closure to the
satisfaction of Independent Directors.
Ms. Apurva Purohit is the Lead Independent Director and she leads the meeting of Independent Directors.
The agenda is generally shared seven days prior to the date of the meeting. Other business presentations and resolutions are shared ahead
of the meeting. The Agenda include detailed notes on the items to be discussed at the meeting to enable the Directors to take informed
decisions. The Board agenda and documents for the Board/Committee meetings are shared through secured web based application with
login credentials. The Board agenda, inter alia, covers the following matters.
• Quarterly and/or Annual results for the Company and its business segments;
• The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of
Chief Financial Officer and the Company Secretary, if any;
• Show cause, demand, prosecution notices and penalty notices, if any, which are materially important;
• Material default in financial obligations to and by the Company, or substantial non-payment for services sold by the Company, if any;
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which,
may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have
negative implications on the Company;
• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property;
• Significant labour problems and their proposed solutions. Any significant development in Human Resources;
• Sale of investments, subsidiaries, assets, which are material in nature and not in normal course of business, if any;
• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate
movement, if material: and
• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend,
delay in share transfer etc. and such other matters as stated in Part A of Schedule II of LODR Regulations.
The Board periodically reviews the compliance reports of all laws applicable to the Company.
In case of urgent business needs, the Board’s approval is obtained by way of circular resolutions in accordance with the Companies Act, 2013.
The necessary quorum was present for all the Board Meetings. The interval between any two Board Meetings was well within the allowed
maximum gap of one hundred and twenty days. After each Board Meeting, your Company has a well-articulated system of follow up, review
and reporting on actions taken by the Management with regard to the decisions of the Board.
The details of attendance of the Directors at Board Meetings, Annual General Meeting and their shareholding in Mindtree are as follows:
IV. Committees
Mindtree has constituted the following Committees and each Committee has its terms of reference:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders’ Relationship Committee
D. Corporate Social Responsibility Committee
E. Risk Management Committee
F. Foreign Exchange Hedging Committee
G. Strategic Investment Committee
A. Audit Committee
Composition of Audit Committee
The Audit Committee was constituted in accordance with the requirement of statutes. The Audit Committee reports to the Board.
The Chairperson and the members of Audit Committee are financially literate and have the required accounting and financial
management expertise. The Chairperson of the Audit Committee was present at the Twenty Second Annual General Meeting to
answer Shareholders’ queries.
The Audit Committee met seven times i.e. on April 15, 2021, May 14, 2021, May 28, 2021, July 12, 2021, October 12, 2021, January
12, 2022 and March 14, 2022 during the financial year 2021-22. The Composition of Audit Committee as on March 31, 2022 and the
attendance of members at the above Audit Committee meetings during the year were as follows:
No. of Audit
Audit
Committee
Chairperson/ Committee
Name of the Director Category meetings
Member Meetings
entitled to
attended
attend*
Non-Executive
Mr. M R Prasanna1 and Independent Chairperson 7 7
Director
Non-Executive and
Mr. R Shankar Raman Non- Independent Member 7 7
Director
Non-Executive and
Mr. Akshaya Bhargava Independent Member 7 7
Director
* Meetings held/ attended through audio visual means/video conferencing.
1
Ceased to be the Chairperson with effect from April 1, 2022 due to the completion of his tenure.
The Board of Directors have approved the reconstitution of Audit Committee during the year. With effect from April 1, 2022, Mr. Akshaya
Bhargava, Member of the Committee was appointed as the Chairperson in place of Mr. M R Prasanna and Mr. Chandrasekaran
Ramakrishnan, Independent Director was appointed as a Member.
The interval between two Audit Committee Meetings has not exceeded one hundred and twenty days. The necessary quorum was
present for all the said Audit Committee Meetings.
The CFO, Chief Risk Officer, General Counsel, Finance Controller, Lead Internal Audit, representatives of the Statutory Auditors/
Internal Auditors are the regular invitees to attend the quarterly Audit Committee Meetings. The Audit Committee also invites such
other executives as it considered appropriate to be present at the meetings of the Committee. Company Secretary acted as Secretary
to the Audit Committee. The Audit Committee had powers of investigation, within the terms of reference, wherever necessary.
• Appointment & changes to the Statutory Auditors, Internal and Secretarial Auditors (Collectively referred to as “Auditors”);
• Assess the independence and objectivity of the Statutory Auditors and to ensure that the nature and amount of non-audit work does
not impair the Statutory Auditors’ independence and objectivity;
• Fix the remuneration of the Auditors;
• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
• Reviewing, with the management, performance of Statutory and Internal Auditors and the effectiveness of the audit process;
• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion
to ascertain any area or concern;
• Review, at least annually, a formal written report from the Statutory Auditors providing details of:
• Their internal quality-control procedures;
- Any material issues raised within the preceding five years by:
- their internal quality-control reviews,
- peer reviews of the Statutory Auditors, or
- any governmental or other inquiry or investigation relating to any audit conducted by the Statutory Auditors.
The Committee will also review steps taken by the Statutory Auditors to address any findings in any of the foregoing reviews.
• Review of the reports from the Statutory Auditors & Internal Auditors;
• Overseeing of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible;
• Review critical accounting policies and any changes to such policies and reasons for the same;
• Review of disclosure of related party transactions in financial statements;
• Review of the quarterly and annual financial statements of the Company before they are presented to the Board for approval;
• Review of significant adjustments made in the financial statements arising out of audit findings, in any;
• Review & approve any transactions with related parties and modifications thereof;
• Review of Compliance Framework and any material breaches of compliance against regulations applicable to the Company, if any;
• Review any concerns raised by Mindtree Minds or others about possible improprieties in financial reporting, including management
override of internal controls and financial irregularities involving management team members;
• Review of major accounting estimates, which have an impact of +/- 5% on the PAT for the period based on the exercise of judgment
by management;
• Review of compliance with listing and other legal requirements relating to financial statements;
• Review of matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Modified opinion(s) in the draft audit report, if any;
• Scrutiny of inter-corporate loans and investments, if any;
• Management discussion and analysis of financial condition and results of operations, which is published in the Annual Report;
• Review of statement of significant related party transactions;
• Review the effect of regulatory and accounting initiatives, as well as off-balance-sheet structures, on the financial statements of the
company, if any;
• Oversee, review, and periodically update the company’s code of conduct and the Company’s system to monitor compliance with and
enforce this code;
• Review, with the management team, legal compliance and legal matters that could have a significant impact on the company’s
financial statements;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and
making appropriate recommendations to the board to take up steps in this matter, if any;
• Valuation of undertakings or assets wherever necessary;
• Reviewing the adequacy of Internal Audit function, reporting structure coverage and frequency of Internal Audit;
• Discussion with Internal Auditors of any significant findings and follow up thereon;
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-
payment of declared dividends) and creditors, if any;
• To review the functioning of the whistle blower mechanism;
• Approval of appointment of CFO after assessing the qualifications, experience and background, etc.
ii. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice.
• Review and assess the effectiveness of systems for internal financial control, financial reporting and risk management and compliance
controls with Management and Statutory Auditors;
• Management letters / letters of internal control weaknesses issued by the Statutory Auditors, if any;
• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
• Review the financial statements, in particular, the investments made by the subsidiaries;
• Review of compliance of the Code of Conduct for Prevention of Insider Trading in Mindtree Securities; and
• Any other matter referred to the Audit Committee by the Board of Directors of the Company.
The Composition of Nomination and Remuneration Committee as on March 31, 2022 and the attendance of members at the Nomination
and Remuneration Committee meetings during the year were as follows:
No. of NRC
Chairperson/ meetings NRC Meetings
Name of the Director Category
Member entitled to attended
attend*
Ms. Apurva Purohit Non-Executive and Chairperson 4 3
Independent
Director
Mr. S N Subrahmanyan Non-Executive Vice Member 4 4
Chairman
Ms. Deepa Gopalan Wadhwa Non-Executive Member 4 4
and Independent
Director
* Meetings held/attended through audio visual means/video conferencing.
The frequency, agenda, duration, etc., are as set by the Chairperson of the Nomination and Remuneration Committee.
Ms. Apurva Purohit, Chairperson of the Nomination and Remuneration Committee was present at the Twenty Second Annual General
Meeting to answer the Shareholders’ queries.
Company Secretary acted as the Secretary to the Nomination and Remuneration Committee.
Roles, responsibilities and the terms of reference of the Nomination and Remuneration Committee
The roles responsibilities and terms of reference of Nomination and Remuneration Committee inter alia include the following:
• Review and approve the total compensation of the Chairman and CEO (inclusive of fixed compensation, performance based
incentives, benefits and any other equity linked plans);
• Review and approve the remuneration (inclusive of fixed compensation, performance based incentives, benefits and any other equity
linked plans) of business leaders reporting to the CEO;
• devising a policy on diversity of board of Directors;
• identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the
criteria laid down, and recommend to the board of directors about their appointment and removal;
• Review and approve any stock based schemes such as ESPS, RSU, Phantom Stock and the like including the list of people who are
recommended to be covered under such plans;
• Recommend to the Board on the policy relating to remuneration payable to Directors, KMPs and other employees;
• Recommend to the Board the composition of the Board and it’s committees including framing the criteria for determining
qualifications, positive attributes and Independence of a Director, that should be used to induct new members to the Board;
• Recommend to the Board on evaluation, appointment and reappointment of Directors/continuation on the terms of appointment of
Independent Directors on the basis of the report of performance evaluation of Independent Directors;
• Formulate a criteria for evaluation of independent directors performance and select the external partner who would carry out the
evaluation annually;
• Provide a consultative role for senior appointments like Chief Financial Officer, Chief People Officer and other business leaders
reporting to the CEO as and when required;
• Review the succession plan and development initiatives for identified successors to the CEO and other leaders reporting to the CEO;
• Allotment of equity Shares of the Company including the allotments under Mindtree Employee Stock Option Plans and Mindtree
Employee Share Purchase schemes and
• Any other matter referred to the NRC by the Board of Directors of the company
Board Membership Criteria/Skills
The NRC along with the Board, identifies the right candidate with right qualities, skills, diversity and experience required for an
individual member to possess and also the Board as a whole. The NRC also focuses on the qualification and competence of the person,
the positive attributes, standards of integrity, ethical behaviour, independent judgement of the person, in selecting a new Board
member. In addition to the above, in case of appointment of Independent Directors, the Committee shall satisfy itself with regard to
the independence of the Directors to enable the Board to discharge its functions and duties effectively.
The NRC has identified the following core skills, expertise and competencies for the effective functioning of the Company which are
currently available with the Board. The names of Directors who have such skills/ expertise/ competence is given below:
Board Evaluation
During the year, the Board in consultation with the Nomination and Remuneration Committee has engaged an external agency
to conduct the evaluation of the following (i) Board as a whole (ii) Directors including Independent Directors (iii) Committees (iv)
Chairperson of the Board. The criteria for the above evaluation including that of Independent Directors are provided in detail in the
Directors’ Report.
Succession Planning
The Nomination and Remuneration Committee follows an effective succession planning mechanism, which focuses on orderly
succession for the Board members including CEO and one level below the Board and other key employees and updates the Board
about the same on a periodical basis. The Board of Directors are satisfied that plans are in place for orderly succession for the
appointment of Board members and other senior management.
No. of SRC
Chairperson/ Meetings SRC Meetings
Name of the Director Category
Member entitled to attended
attend*
Non-Executive and
Mr. Bijou Kurien Chairperson 2 2
Independent Director
Mr. Debashis Chatterjee CEO & Managing Director Member 2 2
Non-Executive and
Mr. M R Prasanna1 Member 2 2
Independent Director
* Meetings held/attended through audio visual means/video conferencing.
1
Ceased to be the Member with effect from April 1, 2022, due to completion of his tenure.
The Board of Directors have approved the reconstitution of Stakeholders’ Relationship Committee during the year. With effect from
April 1, 2022, Ms. Deepa Gopalan Wadhwa, Independent Director was appointed as a Member in place of Mr. M R Prasanna.
The Company Secretary acted as Secretary to the Stakeholders’ Relationship Committee. Further, the Company Secretary is the Nodal
Officer under Investor Education and Protection Fund Rules.
The Chairperson of the Stakeholders’ Relationship Committee was present at the Twenty Second Annual General Meeting to answer
the Shareholders’ queries.
Grievances received from investors and other miscellaneous correspondence on change of address, mandates, etc. are processed by
the Registrar and Share Transfer Agent in due course after verification.
Your Company has a designated e-mail ID, [email protected] exclusively for the purpose of registering complaints by
Members/stakeholders. Your Company has also displayed the said email ID under the investors section on its website, www.mindtree.
com and other relevant details prominently for creating investor/stakeholder awareness.
Roles, responsibilities and the terms of reference of the Stakeholders’ Relationship Committee
The roles, responsibilities and the terms of reference of Stakeholders’ Relationship Committee inter alia, include the following:
• Resolving the grievances of the Security Holders in general and relating to:
• non-receipt of declared dividends;
• non-receipt of Annual Reports;
• share transfers, transmissions, issue of new/duplicate certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by shareholders;
• Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar
& Share Transfer Agent;
• Review of the various measures and initiatives for reducing the quantum of unclaimed dividends and ensuring timely receipt of
dividend warrants/annual reports/statutory notices by the shareholders of the company;
• Shareholders Engagement initiatives;
• Review of various measures and initiatives of People Function and risk mitigation measures taken;
• Review of Vendors and other Procurement Function initiatives and risk mitigation measures taken; and
• Such other matters as may be required under various Statutes and/or as may be assigned by the Board of Directors from time to time.
Details of complaints/requests etc., received and resolved during the Financial Year 2021-22 are as below:
No. of CSR
Committee CSR
Name of the Director Category Chairperson/Member meetings Meetings
entitled to attended
attend*
Non-Executive and
Ms. Deepa Gopalan Wadhwa Chairperson 6 6
Independent Director
Non-Executive and
Ms. Apurva Purohit Member 6 6
Independent Director
Non-Executive and
Mr. Bijou Kurien Member 6 6
Independent Director
Note: Mr. Dayapatra Nevatia, Executive Director and Chief Operating Officer (COO) ceased to be the Member of CSR Committee with effect
from January 3, 2022. He attended three out of three meetings held during his tenure.
* Meetings held/attended through audio visual means/video conferencing.
1
Appointed as Member with effect from January 13, 2022.
Company Secretary acted as Secretary to the CSR Committee.
• Periodically review and approve the CSR Policy and associated frameworks, processes and practices of the Company as well as the
Charter, and suggest changes where necessary;
• Ensure the Company is taking the appropriate measures to implement the CSR projects successfully and meet its CSR obligations
under any applicable regulations. Further, it will oversee the appropriate disclosure of CSR activities in the Directors’ Report and any
other disclosure required under applicable regulations;
• Identify the areas of CSR activities and recommend the amount of expenditure to be incurred on such activities;
• Co-ordinate with and monitor Mindtree Foundation or other agencies through which the CSR projects get implemented;
• Grant approvals to the CSR Steering Committee / implementation agencies for overruns / deviations wherever required;
• Oversee the overall ESG performance, disclosure, strategies, goals and objectives while monitoring evolving ESG risks and
opportunities; and
• Regularly report to the Board about its activities.
The Board has constituted the Risk Management Committee in accordance with the LODR Regulations.
The Risk Management Committee met four times during the financial year 2021-22 i.e. on April 09, 2021, July 8, 2021, October 8, 2021
and January 10, 2022.
The Composition of Risk Management Committee as on March 31, 2022 and the attendance of members at the above Risk Management
Committee meetings during the year were as follows:
No. of RMC
Committee RMC
Name of the Director Category Chairperson/Member meetings Meetings
entitled to attended
attend*
Non-Executive and
Mr. Akshaya Bhargava Chairperson 4 4
Independent Director
Mr. Debashis Chatterjee CEO & Managing Director Member 4 4
Mr. Chandrasekaran Non-Executive and
Member 4 4
Ramakrishnan Independent Director
Mr. Vinit Ajit Teredesai Chief Financial Officer Member 4 4
Note: Audit Committee Chairperson attended the Risk Management Committee meetings as a permanent invitee.
* Meetings held/attended through audio visual means/video conferencing.
Company Secretary acted as the Secretary to the Risk Management Committee.
The frequency, agenda, duration, etc., are as set by the Chairperson of the Risk Management Committee.
Further, the Board of Directors have approved the reconstitution of Risk Management Committee during the year. With effect from
April 1, 2022, Mr. Chandrasekaran Ramakrishnan, Member of the Committee was appointed as the Chairperson and Mr. Akshaya
Bhargava continues as a Member.
Roles, responsibilities and the terms of reference of the Risk Management Committee
The roles, responsibilities and the terms of reference of the Risk Management Committee inter alia, includes the following:
• Framing, implementation, monitoring and review of the Mindtree risk management policy/ plan;
• Evaluation of Mindtree risk management procedures including risk recognition, assessment, minimization and definition of risk
appetite;
• Formulation of the Risk Management Policy, oversee implementation of the same and reviewing management’s recommended
risk management framework;
• Monitor and evaluate internal and external risks basis appropriate framework, methodology, processes and systems;
• Ensuring the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and
new activities;
• Reviewing management’s prioritization of risks as set out in the risk management framework and recommend significantly high
risks to the Board for review;
• Reviewing and discussing management’s risk management program to ensure risks are managed in a systematic and prioritized
manner and assessed regularly;
• Conducting an annual review with the owner of the process by which Mindtree manages its enterprise risks;
• Reviewing risk issues identified by audits and the resolution of such issues by management;
• Review measures for risk mitigation including systems and processes for internal control of identified risks and ensure key risks
identified are audited if required;
• Reviewing quarterly risk reports provided by the Chief Risk Officer;
• Reviewing cyber security, data privacy, business continuity planning, sustainability (including Environmental, Social and
Governance) and other risks;
• Seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with
relevant expertise, if considered necessary;
• Appointment, removal and terms of remuneration of the Chief Risk Officer;
• Any other matter referred to the Risk Management Committee (RMC) by the Board of Directors;
Enterprise 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
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.
The Composition of the Foreign Exchange Hedging Committee as on March 31, 2022 was as follows and there were no meetings held
during the year:
The Strategic Investment Committee met thrice during the financial year 2021-22 i.e., on April 10, 2021, April 12, 2021 and June 8, 2021.
The Composition of the Strategic Investment Committee as on March 31, 2022 and the attendance of members at the above Strategic
Investment Committee meeting during the year were as follows:
No. of SIC
meetings SIC
Chairperson/
Name of the Director Category entitled Meetings
Member
to attended
attend*
Non-Executive Vice
Mr. S N Subrahmanyan Chairperson 3 3
Chairman
Non-Executive and
Mr. R Shankar Raman Member 3 3
Non-Independent Director
Mr. Debashis Chatterjee CEO & Managing Director Member 3 3
* Meetings held/attended through audio visual means/video conferencing.
V. Governance to Shareholders
Annual General Meetings (AGM)
2019-20 Tuesday, July 14, Video Conferencing (“VC”) / Other Audio Visual No Special Resolutions passed
2020 at 3.30 PM Means (“OAVM”)
2018-19 Tuesday, July 16, Hotel ‘Radisson Blu Atria Bengaluru’, No.1, Palace No Special Resolutions passed
2019 at 9.30 AM Road, Bengaluru 560 001, Karnataka, India
Postal Ballot
During the year, Mindtree had sought approval of shareholders through Postal Ballot on the following resolutions only through
remote E-voting (Voting through Electronic means) in compliance with the provisions of Section 110 and other applicable provisions,
if any, of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (the
Rules) read with General Circular No. 39/2020 dated December 31, 2020 (in continuation of Circular number 14/2020 dated April 8,
2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020 and 33/2020 dated September 28, 2020 issued by the Ministry of
Corporate Affairs, Government of India (the “MCA Circulars”) (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (in continuation of Circular No. SEBI/
HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020) issued under Regulation 101 (SEBI Circulars) and other applicable regulations of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to other applicable laws and regulations:
1. Mindtree Employee Stock Option Plan 2021(ESOP 2021) for the issue of upto 20,00,000 options (including the unutilized options
under the Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP Plan 2012) to employees of the Company –
Special Resolution.
2. Grant of employee stock options to the employees of subsidiary company (ies) under Mindtree Employee Stock Option Plan
2021 – Special Resolution.
4. Amendments in the ‘Mindtree Employee Restricted Stock Purchase Plan 2012’ – Special Resolution.
The Notice of Postal Ballot was approved by the Board of Directors at its meeting held on April 16, 2021. Mr. Nagendra D Rao,
Practicing Company Secretary was appointed by the Board to act as the scrutinizer for conducting the Postal Ballot/evoting process
in a fair and transparent manner and in accordance with the provisions of the Companies Act, 2013 and the rules made there
under. The procedure for the Postal ballot was stated in the notice of Postal Ballot. Please refer the Notice of Postal Ballot under
https://www.mindtree.com/sites/default/files/2021-04/Postal-Ballot-Notice.pdf.
The management participates in the press call and earnings call every quarter after the announcement of results. During the financial
year 2021-22, your Company had participated in four Earnings Calls. The transcripts of the quarterly earnings calls have also been
published on the website. Mindtree also sends quarterly financial updates to all the Shareholders whose e-mail IDs/addresses are
registered/available with the RTA and the Company. The Company had arranged its Investors Day event on February 23, 2022.
Website
Mindtree maintains an active website i.e., https://www.mindtree.com/about/investors wherein all the information relevant for
the Shareholders are displayed. Copy of the press releases, Quarterly results, presentations to Financial Analysts and Institutional
Investors, subsidiary financials, policies of the Company, fact sheet reports, earnings conference call transcripts, shareholding
pattern, stock exchange disclosures, Annual Reports, etc., as required under Regulation 46 of LODR Regulations are made available
on the website.
The Company provides fact sheet and a detailed presentation to the Analysts and Institutional Investors on the quarterly financial
results. The presentations along with financials and fact sheet are sent to stock exchanges and are also available on the Company’s
website at https://www.mindtree.com/about/investors.
Annual Report
Annual Report containing audited standalone and consolidated financial statements together with Directors’ Report, Auditors’ Report
and other important information are circulated to Members entitled thereto and is also made available on the Company’s website:
https://www.mindtree.com/about/investors.
The Company also uploads its disclosures and announcements as required under the LODR Regulations on NSE Electronic Application
Processing System (NEAPS) and BSE Online Listing Centre.
During the year, the Company also submitted a quarterly compliance report on Corporate Governance to the stock exchanges within
15 days from the close of quarter as per the format prescribed under the LODR Regulations.
Registered Office
Global Village, RVCE Post, Mysore Road, Bengaluru-560 059, Karnataka, India.
Your Company's equity shares are listed on the following Stock Exchanges as on March 31, 2022:
• BSE Limited (Bombay Stock Exchange), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001; and
• National Stock Exchange of India Limited (NSE), Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.
Listing fees for the Financial year 2022-23 will be paid to both NSE and BSE Limited on or before the due date.
ISIN is an identification number for traded shares. This number needs to be quoted in each transaction relating to the dematerialized
equity shares of the Company. Your Company’s ISIN number for its equity shares is INE018I01017.
Stock Code
In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 and Regulation 44 of LODR Regulations, the Company has extended e-voting facility, for its Members
to enable them to cast their votes electronically on the proposed resolutions in the Notice of the Twenty Third AGM. Instructions for
e-voting are listed under the segment “Notes” in the Notice of the Twenty Third AGM.
For the Financial Year 2021-2022, the financial results were announced on:
The dates of book closure shall be from Thursday, July 7, 2022 to Wednesday, July 13, 2022 (both the days inclusive).
Your Directors have declared the following interim dividend during the year:
Further, your Directors have also recommended, a final dividend of ` 27/- per equity share of face value of ` 10/- each, for the financial
year ended March 31, 2022, for the approval of the shareholders at the Twenty Third Annual General Meeting of the Company.
The final dividend if approved, will be paid on or before July 29, 2022.
Market Price Data: High, Low during each month in the Financial Year 2021-22
The Company’s monthly high and low share price data as well as the total turnover during each month in the financial year 2021-22
on the National Stock Exchange of India Limited and BSE Limited (Bombay Stock Exchange) are as mentioned below:
National Stock Exchange of India Limited BSE Limited (Bombay Stock Exchange),
(NSE), Mumbai Mumbai
Month
High Low Total Volume High Low Total Volume
(`) (`) (` in Lakhs) (`) (`) (` in Lakhs)
Apr-2021 2,276 1,951 555,954 2,275 1,979 24,418
May-2021 2,405 2,070 466,042 2,404 2,071 18,063
Jun-2021 2,618 2,341 294,406 2,617 2,300 14,445
Jul-2021 2,944 2,458 590,593 2,944 2,458 31,988
Aug-2021 3,681 2,760 905,028 3,678 2,761 43,016
Sep-2021 4,734 3,573 1,240,209 4,732 3,574 64,169
Oct-2021 4,938 4,153 1,490,505 4,937 4,154 75,868
Nov-2021 5,060 4,223 1,244,537 5,059 4,227 49,099
Dec-2021 4,789 4,250 673,804 4,788 4,251 33,219
Jan-2022 4,870 3,555 816,883 4,870 3,501 47,823
Feb-2022 4,118 3,542 491,993 4,125 3,542 30,443
Mar-2022 4,479 3,770 593,225 4,479 3,773 34,264
Performance in comparison to broad-based indices such as NSE Nifty and BSE Sensex
Mindtree’s share price movement compared to NSE Nifty (closing price on last trading day of the month)
5500
5000
19000 4780
17618 4492 16983 17340 17465
4500
17000 15583 15763 17354 4303
17672 16794
17132 4200 4329 4000
15000 15722 4006
3881 3500
13000 14631 3627
3000
11000 2601
2865 2500
9000 2106
2394 2000 Nifty close
7000 1500
Mindtree close
5000 1000
3000 500
1000 0
21
21
21
21
21
21
22
22
2
-2
l-2
-2
-2
r-
n-
g-
p-
v-
c-
n-
b-
ay
ct
ar
Ju
Ap
De
No
Au
Ju
Ja
Se
Fe
O
M
M
Mindtree’s share price movement compared to BSE Sensex (closing price on last trading day of the month)
5500
4780 5000
65000
59126 4492 57065 58014 58569
4500
51937 52587 57552 59307 58253
55000 4330 56247 4000
4200 4001 4303
52483 3878 3500
45000 48782 3627
3000
2394 2864
35000 2500
2601
2000 BSE Sensex close
2106
25000 1500
Mindtree close
1000
15000
500
5000 0
1
21
21
21
21
21
22
22
2
2
-2
l-2
-2
-2
r-
n-
g-
p-
v-
c-
n-
b-
ay
ct
ar
Ju
Ap
De
No
Au
Ju
Ja
Se
Fe
O
M
M
Distribution of Shareholding
For detailed shareholding pattern, kindly refer to Form No. MGT-7, available on the website of the Company:
https://www.mindtree.com/sites/default/files/2022-06/annual-return-march-31-2022.pdf.
Shareholders holding more than 1% of total number of shares of the Company as on March 31, 2022
Number of Percentage
Name of the shareholder
Shares (%)
Larsen and Toubro Limited* 100,527,734 60.99
Susmita Bagchi 2,600,000 1.58
Axis Mutual Fund Trustee Limited A/C Axis Mutual Fund A/C Axis Midcap Fund 2,293,496 1.39
UTI Flexi Cap Fund 2,216,982 1.34
Life Insurance Corporation of India - P & Gs Fund 2,119,960 1.29
Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Flexi Cap Fund 1,933,826 1.17
Subroto Bagchi 1,683,500 1.02
Total 113,375,498 68.78
* Larsen and Toubro Limited is the Promoter, holding 60.99% of the total shareholding of the Company.
Your Company's shares are held with both the Depositories i.e. National Securities Depository Limited (‘NSDL’) and Central Depository
Services (India) Limited (‘CDSL’). 99.91% of the Company's shares are held in electronic/demat form as on March 31, 2022.
As on March 31, 2022, the number of shares held in dematerialized and physical mode are as under:
Percentage
Number of (%) to Total
Particulars
Shares Number of
shares issued
Held in dematerialized mode in NSDL 159,339,692 96.67
Held in dematerialized mode in CDSL 5,340,546 3.24
Total Demat Segment 164,680,238 99.91
Physical Segment 153,534 0.09
Total 164,833,772 100.00
The Reconciliation of Share Capital Audit was undertaken on a quarterly basis and the audit covers the reconciliation of the total
admitted capital with NSDL and CDSL and the total issued and listed capital. The Reconciliation Reports were submitted to the Stock
Exchanges and were also placed on the website of the Company.
All work related to Share Registry, both in physical and electronic form, are handled by the Company’s Registrar and Share Transfer
Agent, Link Intime India Pvt Limited. The communication address of the Registrar and Share Transfer Agent is given hereunder:
Link Intime India Pvt. Ltd. C-101, 247 Park, L.B.S Marg, Vikhroli (W), Mumbai – 400 083, India.
Tel: +91 22 4918 6000| Fax: +91 22 4918 6060| e-mail: [email protected] | Website: www.linkintime.co.in
Link Intime India Private Limited is the common Share Transfer Agent for both physical and dematerialized form. As per Regulation
40 of LODR Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from
April 1, 2019. Further, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, mandated
listed companies to issue shares in dematerialized form only while processing the service requests including transmission and
transposition of securities.
In view of above, and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding
shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the RTA for
assistance in this regard.
Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity
We have not issued GDRs/ ADRs/ Warrants and hence there are no outstanding GDRs / ADRs / Warrants / Convertible Instruments and
the same is not applicable to the Company.
Your Company does not deal in commodities and hence the disclosure as required under LODR Regulations is not applicable. Please
refer to Management Discussion and Analysis report for the information on foreign exchange risk and hedging activities.
The branch locations consisting of address and other contact details have been provided separately in this Annual Report and the
details are also available at https://www.mindtree.com/about/locations.
Investor Relations
Analysts can reach out to Company’s Investor Relations Team for any queries and clarifications on Financial/Investor Relations related
matters. The contact details are provided below:
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.
The report of India Ratings and Research (Ind-Ra) is also available at https://www.mindtree.com/about/investors/credit-ratings
Code of Conduct
Your Company’s Code of conduct for Directors, Senior Management and Independent Directors is applicable to all the Board members
and the Senior Management Personnel of Mindtree. The duties of Directors including duties as an Independent Director as laid down
in the Companies Act, 2013 also forms part of the Code of Conduct. The Code of Conduct is available on the Company’s website at:
https://www.mindtree.com/about/investors. During the year, members of the Board and Senior Management Personnel disclosed to
the Board their material interest, directly, indirectly or on behalf of third parties, in any transaction or matter directly affecting the
Company. They have made necessary disclosures so as to meet the expectations of operational transparency to stakeholders while
at the same time maintaining confidentiality of information in order to foster a culture for good decision-making. All Directors and
Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct and disclosure under
Regulation 26(5) and 26(6) of LODR Regulations, for the financial year ended March 31, 2022.
A declaration signed by the Chief Executive Officer (CEO) to this effect is attached as Annexure A to the Corporate Governance Report
in this Annual Report.
Compliance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and Code of Fair
Practices and Disclosure (“Fair Disclosure Code”)
Mindtree has framed Code of Conduct for Prevention of Insider Trading in Mindtree Securities (“PIT Code”) and Fair Disclosure Code
in accordance with PIT Regulations. These codes are framed to protect the interest of Shareholders at large and to prevent misuse
of any Unpublished Price Sensitive Information (UPSI). The PIT Code aims at preventing insider trading activity by dealing in shares
of the Company by its Designated Persons and their immediate relatives. The objective of Fair Disclosure Code is to ensure timely
and adequate public disclosure of UPSI no sooner than credible and concrete information comes into being in order to make such
information generally available. The Fair Disclosure Code was amended during the year.
The Company has also framed Policy and Procedure for inquiry in case of leak or suspected leak of UPSI.
Further the details of the trading by Designated Persons and their immediate relatives are placed before the Audit Committee and
Board meeting on a quarterly basis. Mr. Subhodh Shetty, Company Secretary is the Compliance Officer under the said PIT Code
The PIT Code and Fair Disclosure Codes are available on the Company’s website in the following link:
https://www.mindtree.com/about/investors.
The Compliance Certificate by CEO and CFO are provided to the Board, quarterly. Further, the Compliance Certificate as required
under the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as Annexure B to
the Corporate Governance Report.
Your Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions in
accordance with Companies Act, 2013 and LODR Regulations. The Policy was amended during the year and the same is available on the
website of the Company in the following link: http://www.mindtree.com/policy-for-determining-material-related-party-transactions.
All related party transactions are entered into with the prior approval of the Audit Committee. The interested Directors do not
participate in the discussions and vote on such matters, when they are placed for approval.
During the financial year 2021-22, no transactions have been entered into with the related parties which required the approval of
the Board of Directors/shareholders of the Company under the Companies Act, 2013 or LODR Regulations. Further, there were no
materially significant related party transactions that had potential conflict of interests of the Company at large.
The Company maintains Register under Section 189 of the Companies Act, 2013. The management updates the Board and Audit
Committee on the related party transactions, as set out in the financials on a quarterly basis. The Audit Committee and the Board
takes the same on record and notes that these transactions are at arm’s length and in the ordinary course of business.
Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchange(s) or SEBI or any
statutory authority, on any matter related to capital markets, during the last three years
No penalty or stricture was imposed by the Stock Exchanges or SEBI or any other authority, during the last 3 (three) years. All applicable
requirements were fully complied with.
Your Company has adopted a Whistle Blower Policy and has established vigil mechanism in line with the requirements under the
Companies Act, 2013 and LODR Regulations for the employees and other stakeholders to report concerns about any actual or
suspected incidents of unethical behaviour, Code of Conduct for violations of applicable laws and regulations, actual or suspected
fraud or violation of the integrity policy. The Whistle Blower Policy is available at the following link:
https://www.mindtree.com/sites/default/files/2021-02/Whistleblower-Policy.pdf.
The vigil mechanism provides adequate safeguards to the whistle blowers against any victimization or vindictive practices like
retaliation, threat or any adverse (direct or indirect) action on their employment. The Policy also ensures that strict confidentiality is
maintained while dealing with concerns and also that no discrimination will be made to any person for a genuinely raised concern.
The Company has constituted Ethics and Compliance Committee which looks into the complaints raised and resolves the same.
The above Committee reports to the Audit Committee and Board. The Company has also constituted Prevention of Insider Trading
Committee (PIT Committee), which will look into the violation of PIT Code and Fair Disclosure Code. The Audit Committee looks into
matters reported on a quarterly basis and track matters to closure as per the regulations.
Details of compliance with mandatory and adoption of discretionary requirements under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
The Company has disclosed and complied with all the mandatory requirements under LODR Regulations. The details of these
compliances have been given in the relevant sections of this report.
Among discretionary requirements, as specified in Part E of Schedule II of LODR Regulations, the Company has adopted the following:
Shareholders’ Rights – Quarterly/half yearly audited financial results along with the press release are uploaded on the website of the
Company at https://www.mindtree.com/about/investors. The quarterly/half yearly audited consolidated financial results along with
the key highlights for the quarter were also sent to the shareholders electronically those who have registered their email addresses
with Registrar and Share Transfer Agent /Company.
Reporting of Internal Auditor - The Internal Auditor reports directly to the Audit Committee.
Audit Qualifications – The Statutory Auditors of the Company have issued Audit Reports with unmodified opinion on the standalone
and consolidated financial statements for the year ended March 31, 2022.
Separate posts of Chairperson and the Managing Director or the Chief Executive Officer
The positions of the Chairperson and the CEO are held by separate individuals. Mr. A M Naik is the Non-Executive Chairman and
Mr. Debashis Chatterjee is the CEO & Managing Director of the Company. The Chairperson and the CEO are also not related to each other.
Subsidiaries
Your Company does not have any material subsidiary. The Board of Directors are regularly updated on the performance of the
subsidiaries. The Company places at its Board Meeting a statement of all significant transactions and arrangements entered into by
unlisted subsidiaries and the minutes of the Board meeting of those subsidiaries on a quarterly basis. The Audit committee reviews
the financial statements of subsidiaries including the investments made by the subsidiaries, if any, on a regular basis.
The Company’s Policy for determining material subsidiaries is available on the following link: http://www.mindtree.com/policy-for-
determining-material-subsidiary.
Mindtree has obtained a certificate from a Practising Company Secretary that none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI/Ministry of Corporate Affairs
or any such statutory authority in accordance with LODR Regulations.
Recommendation of Committees
The Board had accepted recommendation of all the committees of the board during the financial year 2021-22, which were
mandatorily required.
Auditors’ Remuneration
The details of total fees for all services paid by Mindtree and its subsidiaries, on a consolidated basis, to the statutory auditor and all
entities in the network firm/network entity of which the statutory auditor is a part of are as follows:
Amount in `
Particulars
(million)
Payment to Statutory Auditors (including out of pocket expenses) 24
Payments to entities in the network firm/network entity of the statutory auditors. 6
Total 30
Disclosures as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace to ensure prevention, prohibition and
protection against sexual harassment. The policy provides the guidelines for reporting of such harassment and the procedure for
resolution & redressal of the complaints of such nature.
In India
c) No. of complaints pending for resolution for more than ninety days: Nil
Disclosure by listed entity and its subsidiaries of Loans and advances in the nature of loans to firms/companies in which Directors
are interested by name and amount’:
No loans and advances were given to firms/companies in which Directors are interested during FY 2021-22.
Non-compliance of Regulations relating to Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, if any
Your Company is fully compliant with LODR Regulations and there are no such non-compliances.
The Company has prepared financial statements in accordance with Indian Accounting Standards (“Ind AS”) notified under the
Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.
Secretarial Audit
During the financial year 2021-22, Secretarial Audit was conducted as required under the provisions of Section 204 of the Companies
Act, 2013. Mr. G. Shanker Prasad, Practising Company Secretary, Membership Number: 6357; CP Number: 6450 conducted the audit
and the Secretarial Audit Report is attached as Annexure 7 to the Directors’ Report.
The Auditors’ Certificate on Corporate Governance obtained from Deloitte Haskins & Sells, Chartered Accountants (Firm Registration
No.008072S) for compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as Annexure
8 to the Directors’ Report.
Disclosure on Compliance
Your Company has complied with the requirements of the Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation
46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ANNEXURE A
Declaration by the CEO under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding compliance with
Code of Conduct
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that, all Board Members
and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the
financial year ended March 31, 2022.
ANNEXURE B
Compliance Certificate
{As per Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015}
We, Debashis Chatterjee, CEO & Managing Director and Vinit Teredesai, Chief Financial Officer of Mindtree Limited, to the best of our
knowledge, information and belief, certify that:
1) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2022 and;
a. These Financial Statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading.
b. These Financial Statements together present, in all material respects, a true and fair view of the Company's affairs, the financial
condition and results of operations and are in compliance with applicable accounting standards, laws and regulations.
2) There are to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or which violate the Company's code of conduct.
3) We are responsible for establishing and maintaining internal controls over financial reporting by the Company and we have:
a. Designed such controls to ensure that material information relating to the Company, including its consolidated subsidiaries, is made
known to us by others;
b. Designed or caused to be designed, such internal control systems over financial reporting, so as to provide reasonable assurance
regarding the preparation of financial statements in accordance with Indian Accounting Standards (Ind AS) in India; and
c. Evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting.
4) During the year, we have disclosed to the Company's Auditors and the Audit Committee of the Board of Directors:
a. Any change, that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial
reporting;
b. Any significant changes in accounting policies during the year, and that the same have been disclosed appropriately in the notes to
the financial statements;
c. Instances of significant fraud, if any, that we are aware especially if any Member of management or employee involved in financial
reporting related process. No such instances were noticed during the year 2021-22;
d. All significant changes and deficiencies, if any, in the design or operation of internal controls, which could adversely affect the
Company's ability to record, process, summarize and report financial data; and
e. Any material weaknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies.
5) In the event of any materially significant misstatements or omissions, we will return to the Company that part of any bonus or incentive
which was inflated on account of such mistakes or omissions.
6) We affirm that we have not denied any employee, access to the Audit Committee of the Company (in respect of matters involving alleged
misconduct) and we have provided protection to whistleblowers from unfair termination and other unfair or prejudicial employment
practices.
7) We further declare that, all Board Members and senior managerial personnel have affirmed compliance with the code of conduct for the
current year.
The Chief Risk Officer (CRO) is the custodian of the framework and appropriate governance is provided by the Risk Management
Committee of the Board. The framework looks at risks holistically to include concerns of the organization, employees, shareholders and
other stakeholders.
3. Oversight Layer
Oversight for different risks is provided through different risk and assurance programs.
• The Chief Risk Officer and the ERM team manage the Mindtree Risk Management Framework to ensure effectiveness of the risk
management process in the context of our business objectives.
• Internal and external information security audits provide assurance for cyber risks. Quality audits provide assurance over our
delivery processes.
• The compliance team ensures systems to manage compliance with applicable laws and regulations are adequate and operating
effectively. Mindtree has constituted an Ethics and compliance committee and an Internal complaints committee (POSH committee)
to deal with issues such as whistle blowing, code of conduct violations and harassment cases.
• Internal audits are conducted to evaluate and improve the effectiveness of risk management, control and governance processes.
4. Governance
Governance for the risk management program is provided by the Board of Directors through the Risk Management Committee (RMC)
of the Board which is chaired by an independent director. Potential risks have designated risk owners who are responsible for risk
treatment as per Mindtree’s risk management policy. The RMC meets every quarter to discuss risks and their treatment plans along
with key risks that have emerged during the course of the year. Updates on risk management systems are also provided to the Audit
Committee of the Board for review.
• A Crisis Intelligence System was deployed to track natural calamities and other risk events globally. The system provides real time alerts
for developing situations. The crisis management organization was also augmented to ensure global support for Mindtree Minds during
crisis situations.
• The risk awareness program was successfully adapted for the remote working environment.
• The supplier risk management program was further enhanced by the deployment of a monitoring system to review financial, legal and
reputational standing of suppliers.
• Risk surveys have been conducted to supplement the risk assessment process and assist in risk prioritization.
A detailed description of significant risks and their treatment plans is given in the Risk Management section (refer pages 43-47) and
Management Discussion and analysis section (refer page 98).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March
31, 2022, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in
the Message from the Chairman, Message from the Chief Executive Officer & Managing Director, Message from the Chief Financial Officer,
Management Discussion and Analysis, Business Responsibility Report, Director’s Report, Corporate Governance, Risk Management Report and
Global Presence but does not include the consolidated financial statements (including financial statements prepared in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board), standalone financial statements and
our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and any other information which is expected to form
part of the annual report, which is expected to be made available to us after that date.
• Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.
• If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We
also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the
standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii)
to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination
of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and
Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of
the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company’s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the
Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses,
if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
the Company.
iv. (a) The Management has represented that, to the best of it’s knowledge and belief, no funds (which are material either
individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of it’s knowledge and belief, no funds (which are material either
individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall,
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain any material misstatement.
v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section
123 of the Act, as applicable.
The interim dividend declared and paid by the company during the year is in compliance with section 123 of the act.
As stated in note 13.1 to the standalone financial statements, the Board of Directors of the Company have proposed final
dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of
dividend proposed is in accordance with section 123 of the Act, as applicable.
2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of
the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
Monisha Parikh
Partner
(Membership No. 47840)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Mindtree Limited (“the Company”) as of March 31, 2022 in
conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10)
of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s
internal financial controls system over financial reporting.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects,
an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2022, based on the criteria for internal financial control over financial reporting established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India.
Monisha Parikh
Partner
(Membership No. 47840)
Bengaluru, April 18, 2022 UDIN: 22047840AHGEHB3905
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by
us in the normal course of audit and to the best of our knowledge and belief, we state that
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property,
plant and equipment, capital work-in-progress and relevant details of right-of-use assets.
(B) The Company has maintained proper records showing full particulars of intangible assets
(b) The Company has a program of verification of property, plant and equipment, capital work-in-progress and right-of-use assets so
to cover all the items in a phased manner over a period of 3 years which, in our opinion, is reasonable having regard to the size of
the Company and the nature of its assets. Pursuant to the program certain property, plant and equipment were due for verification
during the year and were physically verified by the Management during the year. According to the information and explanations
given to us, no material discrepancies were noticed on such verification.
(c) Based on our examination of the registered conveyance deed provided to us, we report that, the title deeds of all the immovable
properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed
in favor of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in
progress are held in the name of the Company as at the balance sheet date.
(d) The Company has not revalued any of its property, plant and equipment (including right-of-use assets) and intangible assets
during the year.
(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2022 for holding any
benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
(ii) (a) The inventories were physically verified during the year by the Management at reasonable intervals. In our opinion and according
to the information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate
having regard to the size of the Company and the nature of its operations. No discrepancies of ten percent or more in the aggregate
for each class of inventories were noticed on such physical verification of inventories when compared with books of account.
(b) According to the information and explanations given to us, at any point of time of the year, the Company has not been sanctioned
any working capital facility from banks or financial institutions on the basis of security of current assets and hence reporting under
clause (ii)(b) of the Order is not applicable.
(iii) The Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured,
to companies, firms, Limited Liability Partnerships or any other parties which were outstanding at any point during the year, and hence
reporting under clause (iii)(a), (b) (except to the extent it pertains to investments), (c), (d), (e) and (f) of the Order is not applicable.
With respect to clause (iii) (b), the investments made by the Company are, in our opinion, prima facie, not prejudicial to the Company’s
interest.
(iv) In our opinion and according to the information and explanations given to us and based on the audit procedures performed, the
Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made.
According to information and explanation given to us, the Company has not granted any loans or provided guarantees or securities that
are covered under the provisions of sections 185 of the Companies Act, 2013.
(v) The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause (v) of the Order
is not applicable.
(vi) Having regard to the nature of the Company’s business / activities, reporting under clause (vi) of the Order with regard to cost records is
not applicable.
(vii) (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Goods
and Services Tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues applicable to it to
the appropriate authorities. We have been informed that the provisions of the Employees’ State Insurance Act, 1948 and Excise
Duty are not applicable to the Company.
There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Income-tax, Sales Tax,
Service Tax, duty of Custom, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2022 for a
period of more than six months from the date they became payable.
(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2022 on account of
disputes are given below:
Amount
Nature of Forum where dispute is Period to which the (` in
Name of the statute
dues pending amount relates million)
(Note 11)
AY 2008-09 and AY 18.69
Honourable High Court
2009-10 (Note 1)
AY 2005-06 -
Income Tax Appellate (Note 2)
Tribunal AY 2007-08 27.92
(Note 3)
AY 2002-03 to 2004-05 90.31
Income-tax Act, 1961 Income-tax (Note 4)
AY 2007-08 & 3.14
Commissioner of Income Tax
AY 2008-09 (Note 5)
(Appeals)
AY 2013-14 & 2014-15 -
(Note 6)
AY 2017-18 & 2018-19 2.75
AY 2006-07 -
Assessing Officer
(Note 7)
Customs, Excise and Service July’ 2003 to March 125.83
Tax Appellate Tribunal 2010 (Note 8)
The Finance Act, 1994 Service tax
Commissioner (Appeals) - 1/3/2008 to 16/5/2008 0.68
LTU (Note 9)
The Karnataka Sales Tax Act, Value added Assistant Commissioner of Upto July 2004 0.29
1957 tax Commercial Taxes (Recovery) (Note 10)
Central Goods & Services Goods & Appellate Commissioner FY: 2017-18 & 3.22
Tax Act, 2017 services tax FY: 2018-19
Employees Provident Regional Provident Fund November' 2008 to June' 249.90
Provident
Fund and Miscellaneous Commissioner 2016
Fund
Provisions Act, 1952
Notes:
1. Net of ` 319.50 million adjusted against refunds.
2. Net of ` 28.48 million adjusted against refunds.
3. Net of ` 4.70 million adjusted against refunds.
4. Net of ` 234.45 million paid under protest and adjusted against refunds.
5. Net of ` 18.13 million adjusted against refunds.
6. Net of ` 15.43 million adjusted against refunds.
7. Net of ` 57.67 million adjusted against refunds.
8. Net of ` 30.03 million adjusted against amount paid under protest.
9. Net of ` 0.12 million adjusted against amount paid under protest.
10. Net of ` 0.50 million adjusted against amount paid under protest.
11. Includes interest and penalty, if any, to the extent included in demand order.
(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments
under the Income Tax Act, 1961 (43 of 1961) during the year.
(ix) (a) The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause (ix)(a) of the Order is not
applicable to the Company.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.
(c) The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year and
hence, reporting under clause (ix)(c) of the Order is not applicable.
(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been
used during the year for long-term purposes by the Company.
(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or
person on account of or to meet the obligations of its subsidiaries. The Company did not have any associate or joint venture during
the year.
(f) The Company has not raised any loans during the year and hence reporting on clause (ix)(f) of the Order is not applicable.
(x) (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the
year and hence reporting under clause (x)(a) of the Order is not applicable.
(b) During the year the Company has not made any preferential allotment or private placement of shares or convertible debentures
(fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the Company.
(xi) (a) To the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or reported
during the year.
(b) To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4
as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up
to the date of this report.
(c) We have taken into consideration the whistle blower complaints received by the Company during the year (and up to the date of
this report) and provided to us, when performing our audit.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with
the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the
applicable accounting standards.
(xiv) (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.
(b) We have considered the internal audit reports issued to the Company during the year and covering the period up to December 31,
2021 and the draft of the internal audit reports where issued after the balance sheet date covering the period January 1, 2022 to
March 31, 2022 for the period under audit.
(xv) In our opinion, during the year the Company has not entered into any non-cash transactions with any of its directors or directors of it’s
holding company, subsidiary company, associate company or persons connected with such directors and hence provisions of section
192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause
(xvi)(a), (b) and (c) of the Order is not applicable.
The Group does not have any Core investment Company (CIC) as part of the group and accordingly reporting under clause (xvi)(d) of the
Order is not applicable.
(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors of the Company during the year.
(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other
information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on
our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any
material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing
at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that
this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date
of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from
the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) (a) There is no unspent CSR amount in respect of other than ongoing projects for the year requiring a transfer to a Fund specified in
Schedule VII to the Companies Act in compliance with the provision of sub-section (5) of section 135 of the said Act. Accordingly,
reporting under clause (xx)(a) of the Order is not applicable for the year.
(b) In respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount, to a Special
account before the date of this report and within a period of 30 days from the end of the financial year in compliance with the
provision of section 135(6) of the Act.
Monisha Parikh
Partner
(Membership No. 47840)
Bengaluru, April 18, 2022 UDIN: 224047840AHGEHB3905
Balance sheet
` in million
As at As at
Particulars Note
March 31, 2022 March 31, 2021
ASSETS
Non-current assets
Property, plant and equipment 3 4,223 3,039
Capital work-in-progress 4 215 224
Right-of-use assets 5 4,724 4,773
Goodwill 6 4,730 4,730
Other intangible assets 6 73 214
Financial assets 7
Investments 7.1 3,132 1,177
Other financial assets 7.2 2,464 1,701
Deferred tax assets (net) 18 - 351
Other non-current assets 8 1,286 1,665
20,847 17,874
Current assets
Inventories 9 41 -
Financial assets
Investments 10.1 22,391 19,307
Trade receivables 10.2 17,313 12,742
Cash and cash equivalents 10.3 10,494 7,575
Other financial assets 10.4 5,827 2,964
Other current assets 11 4,655 3,144
60,721 45,732
TOTAL ASSETS 81,568 63,606
Expenses
Employee benefits expense 21 63,278 51,132
Sub-contractor charges 10,788 5,730
Finance costs 23 502 504
Depreciation and amortization expenses 24 2,420 2,596
Other expenses 25 9,230 6,251
Total expenses 86,218 66,213
Reconciliation of liabilities from financing activities for the year ended March 31, 2022 ` in million
As at Proceeds/ As at
Fair value
Particulars April 1, impact of Repayment March 31,
changes
2021 Ind AS 116 2022
Lease liabilities 5,377 1,024 (928) 84 5,557
Total liabilities from financing activities 5,377 1,024 (928) 84 5,557 5
5
Reconciliation of liabilities from financing activities for the year ended March 31, 2021 ` in million
As at Proceeds/ As at
Fair value
Particulars April 1, impact of Repayment March 31,
changes
2020 Ind AS 116 2021
Long-term borrowings (including current portion) 5 - (5) - -
Lease liabilities 5,663 610 (837) (59) 5,377
Total liabilities from financing activities 5,668 610 (842) (59) 5,377
Balance as at April 1, 2020 87 226 1,218 42 299 101 30,600 (416) (2,035) (202) 29,920
Balance as at March 31, 2021 87 226 1,482 42 399 98 38,560 (416) 1,352 (291) 41,539
Balance as at April 1, 2021 87 226 1,482 42 399 98 38,560 (416) 1,352 (291) 41,539
Balance as at March 31, 2022 - 226 2,272 42 507 420 47,998 (416) 2,245 (208) 53,086
See accompanying notes to the standalone financial statements
As per our report of even date attached
For Deloitte Haskins & Sells For and on behalf of the Board of Directors of Mindtree Limited
Chartered Accountants
Firm’s Registration No.: 008072S
Monisha Parikh Ramamurthi Shankar Raman Debashis Chatterjee
Partner Non-Executive Director CEO & Managing Director
Membership No.: 47840 DIN: 00019798 DIN: 00823966
Place: Mumbai Place: Mumbai
241
Standalone Financial Statements
1. Company overview
Mindtree Limited (‘Mindtree’ or ‘the Company’) is an international Information Technology consulting and implementation company
that delivers business solutions through global software development. The Company is structured into five industry verticals – Retail,
CPG and Manufacturing (RCM), Banking, Financial Services and Insurance (BFSI), Communications, Media and Technology (CMT), Travel,
Transportation and Hospitality (TTH) (erstwhile Travel and Hospitality - TH) and Healthcare (HCARE) (refer note 38). The Company offers
services in the areas of agile, analytics and information management, application development and maintenance, business process
management, business technology consulting, cloud, digital business, independent testing, infrastructure management services,
mobility, product engineering, SAP services and solutions around Internet of Things (IoT) & Artificial Intelligence (AI)/ Machine Learning
(ML).
The Company is a public limited company incorporated and domiciled in India and has its registered office at Bengaluru, Karnataka,
India and has offices in India, United States of America (USA), United Kingdom (UK), Japan, Singapore, Malaysia, Australia, Germany,
Switzerland, Sweden, United Arab Emirates (UAE), the Netherlands, Canada, Belgium, France, Ireland, Poland, Mexico, Republic of
China, Norway, Finland, Denmark, Spain and New Zealand. The Company has its primary listings on the Bombay Stock Exchange and
National Stock Exchange in India. The Company became a subsidiary of Larsen & Toubro Limited (L&T) with effect from July 2, 2019.
The standalone financial statements were authorized for issuance by the Company’s Board of Directors on April 18, 2022.
ii. Certain financial assets and liabilities measured at fair value (refer accounting policy on financial instruments);
Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognized in the
period in which the estimates are revised and in any future periods affected. In particular, information about significant areas
of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the
amounts recognized in the financial statements is included in the following notes:
(b) Contracts with customers often include promises to transfer multiple products and services to a customer. Determining
whether products and services are considered distinct performance obligations that should be accounted for separately
or together requires significant judgment based on nature of the contract, transfer of control over the product or service,
ability of the product or service to benefit the customer on its own or together with other readily available resources and
the ability of the product or service to be separately identifiable from other promises in the contract.
(iii) Leases:
The Company considers all the extension-options under the commercial contract for determining the lease-term which forms
the basis for the measurement of right-of-use asset and the corresponding lease-liability.
Foreign currency gains and losses are reported on a net basis. This includes changes in the fair value of foreign exchange
derivative instruments, which are accounted at fair value through profit or loss.
For the purpose of subsequent measurement, financial instruments of the Company are classified in the following categories:
non-derivative financial assets comprising amortized cost, debt instruments at Fair Value Through Other Comprehensive Income
(FVTOCI), equity instruments at FVTOCI or Fair Value Through Profit and Loss account (FVTPL), non derivative financial liabilities
at amortized cost or FVTPL and derivative financial instruments (under the category of financial assets or financial liabilities) at
FVTPL.
The classification of financial instruments depends on the objective of the business model for which it is held. Management
determines the classification of its financial instruments at initial recognition.
A financial asset shall be measured at amortized cost if both of the following conditions are met:
(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows; and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
They are presented as current assets, except for those maturing later than 12 months after the reporting date which are
presented as non-current assets. Financial assets are measured initially at fair value plus transaction costs and subsequently
carried at amortized cost using the effective interest rate method, less any impairment loss.
Financial assets at amortized cost are represented by trade receivables, security deposits, cash and cash equivalents,
investment in term deposits, investment in debt securities, investment in commercial papers, employee and other advances
and eligible current and non-current assets.
Cash and cash equivalents comprise cash on hand and in banks and demand deposits with banks which can be withdrawn
at any time without prior notice or penalty on the principal.
For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand
deposits with banks, net of outstanding bank overdrafts that are repayable on demand, book overdrafts and are considered
part of the Company’s cash management system.
A debt instrument shall be measured at fair value through other comprehensive income if both of the following conditions
are met:
(a) the objective of the business model is achieved by both collecting contractual cash flows and selling financial assets;
and
ebt instruments included within FVTOCI category are measured initially as well as at each reporting year at fair value
D
plus transaction costs. Fair value movements are recognised in Other Comprehensive Income (OCI). However, the Company
recognises interest income, impairment losses & reversals and foreign exchange gain/(loss) in statement of profit and loss.
On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from equity to profit and
loss. Interest earned is recognised under the effective interest rate (EIR) method.
All equity instruments are measured at fair value. Equity instruments held for trading is classified as FVTPL. For all other
equity instruments, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI.
The Company makes such election on an instrument-by-instrument basis.
If the Company decides to classify an equity instrument as FVTOCI, then all fair value changes on the instrument, excluding
dividend are recognised in OCI. There is no recycling of the amount from OCI to statement of profit and loss, even on sale
of the instrument. However, the Company may transfer the cumulative gain or loss within the equity.
FVTPL is a residual category for financial assets. Any financial asset which does not meet the criteria for categorization as at
amortized cost or as FVTOCI, is classified as FVTPL.
In addition the Company may elect to designate the financial asset, which otherwise meets amortized cost or FVTOCI
criteria, as FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency.
Financial assets included within the FVTPL category are measured at fair values with all changes recorded in the statement
of profit and loss.
Financial liabilities at amortized cost represented by borrowings, trade and other payables are initially recognized at fair
value, and subsequently carried at amortized cost using the effective interest rate method.
Financial liabilities at FVTPL represented by contingent consideration are measured at fair value with all changes recognised
in the statement of profit and loss.
The Company holds derivative financial instruments such as foreign exchange forward contracts and option contracts to mitigate
the risk of changes in foreign exchange rates on foreign currency assets or liabilities and forecasted cash flows denominated in
foreign currencies. The counterparty for these contracts is generally a bank.
Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in statement of profit and
loss.
(i) Cash flow hedges: Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are
recognized in other comprehensive income and presented within equity in the cash flow hedging reserve to the extent that the
hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of profit and
loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised,
then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in the cash flow
hedging reserve is transferred to the statement of profit and loss upon the occurrence of the related forecasted transaction.
The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the
change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised
in other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the
statement of profit and loss when the related hedged items affect profit and loss.
(ii) Others: Changes in fair value of foreign currency derivative instruments not designated as cash flow hedges and the
ineffective portion of cash flow hedges are recognized in the statement of profit and loss and reported within foreign
exchange gains/(losses).
The Company derecognises a financial asset when the contractual rights to the cash flow from the financial asset expire or it
transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. If the Company retains substantially
all the risks and rewards of a transferred financial asset, the Company continues to recognise the financial asset and recognises
a borrowing for the proceeds received.
A financial liability (or a part of a financial liability) is derecognised from the Company’s balance sheet when the obligation
specified in the contract is discharged or cancelled or expires.
(b) Depreciation: The Company depreciates property, plant and equipment over the estimated useful life on a straight-line basis
from the date the assets are available for use. Leasehold improvements are amortized over the lower of estimated useful life
and lease term. The estimated useful lives of assets for the current and comparative years for significant items of property, plant
and equipment are as follows:
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is
capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost
of the item can be measured reliably. Repairs and maintenance costs are recognized in the statement of profit and loss when
incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or disposition
of the asset and the resultant gains or losses are recognized in the statement of profit and loss.
Amounts paid towards the acquisition of property, plant and equipment outstanding as of each reporting date and the cost of
property, plant and equipment not ready for intended use before such date are disclosed under capital advances and capital
work-in-progress (CWIP) respectively.
The estimated useful lives of intangible assets for the current and comparative years are as follows:
Acquisitions which satisfy the optional concentration test as per Ind AS 103 are considered as asset acquisitions and no
goodwill is recognised. Purchase consideration is allocated to the identifiable assets based on their relative fair values. All other
acquisitions are treated as business combinations.
Business combinations other than through common control transactions are accounted for using the purchase (acquisition)
method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent consideration.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially
at their fair value on the date of acquisition.
Business combinations through common control transactions are accounted on a pooling of interests method. No adjustments
are made to reflect the fair values, or recognise any new assets or liabilities, except to harmonise accounting policies. The identity
of the reserves are preserved and the reserves of the transferor becomes the reserves of the transferee. The difference between
consideration paid and the net assets acquired, if any, is recorded under capital reserve / retained earnings, as applicable.
Transaction costs incurred in connection with a business combination are expensed as incurred. The cost of an acquisition also
includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the
fair value of contingent consideration classified as liabilities, other than measurement period adjustments, are recognised in
the statement of profit and loss.
(b) Goodwill
The excess of the cost of acquisition over the Company’s share in the fair value of the acquiree’s identifiable assets, liabilities
and contingent liabilities is recognized as goodwill. If the excess is negative, it is considered as a bargain purchase gain.
Ind AS 103 requires the identifiable intangible assets and contingent consideration to be fair valued in order to ascertain
the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree. Significant estimates are required
to be made in determining the value of contingent consideration and intangible assets. These valuations are conducted by
independent valuation experts.
(viii) Leases
The Company’s lease asset classes primarily consist of leases for land and buildings. The Company, at the inception of a contract,
assesses whether the contract is a lease or not lease. A contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset, obtain substantially all the economic benefit from use of the identified asset and direct the use
of the identified asset for a time in exchange for a consideration.
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end
of the lease term. The Company applies Ind AS 36 to determine whether a right-of-use asset is impaired and accounts for any
identified impairment loss as described under impairment of non-financial assets in (x)(c) below.
The Company determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to
extend the lease, where the Company is reasonably certain to exercise that option and periods covered by an option to terminate
the lease if the Company is reasonably certain not to exercise the option.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the Company’s incremental borrowing rate. After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for the lease payments made. The lease liability is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate
of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether
it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the
right-of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term
of 12 months or less and leases of low-value assets (assets of less than USD 5,000 in value). The Company recognises the lease
payments associated with these leases as an expense over the lease term.
(ix)
Inventories
Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined
using the weighted average method. Cost comprises of all costs of purchase and other costs incurred in bringing the inventory
to its present location and condition.
(x) Impairment
(a) Financial assets
In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of
impairment loss. The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables.
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has
been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL
is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent
year, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial
recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
Lifetime ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within
12-months after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the
cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows,
an entity is required to consider:
(i) All contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial
instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the
entity is required to use the remaining contractual term of the financial instrument.
(ii) Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
As a practical expedient, the Company uses a provision matrix to determine impairment loss on portfolio of its trade receivable.
The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is
adjusted for forward-looking estimates. At regular intervals, the historically observed default rates are updated and changes
in forward-looking estimates are analysed. In addition to the historical pattern of credit loss, the Company has considered the
likelihood of increased credit risk and consequential default by customers including revisions in the credit period provided to the
customers. In making this assessment, the Company has considered current and anticipated future economic conditions relating
to industries/business verticals that the company deals with and the countries where it operates. In addition the Company has
also considered credit reports and other credit information for its customers to estimate the probability of default in future and
has taken into account estimates of possible effect from the pandemic relating to COVID-19. The Company believes that the
carrying amount of allowance for expected credit loss with respect to trade receivables, unbilled revenue and other financial
assets is adequate.
ECL impairment loss allowance (or reversal) is recognised as an income/expense in the statement of profit and loss during the
year. This amount is reflected under other expenses in the statement of profit and loss. The balance sheet presentation for
various financial instruments is described below:
Financial assets measured at amortized cost, contractual revenue receivable: ECL is presented as an allowance, i.e. as an integral
part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset
meets write off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
An impairment loss is calculated as the difference between an asset’s carrying amount and recoverable amount. Losses are
recognised in the statement of profit and loss and reflected in an allowance account. When the Company considers that there
are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss
subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised,
then the previously recognised impairment loss is reversed through statement of profit and loss.
The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the
purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
Goodwill is tested for impairment on an annual basis and whenever there is an indication that goodwill may be impaired,
relying on a number of factors including operating results, business plans and future cash flows. For the purpose of impairment
testing, goodwill acquired in a business combination is allocated to the Group’s cash generating units (CGU) or groups of CGU’s
expected to benefit from the synergies arising from the business combination. A CGU is the smallest identifiable group of assets
that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment
occurs when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the CGU. The
recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. Value-in-use is the present value
of future cash flows expected to be derived from the CGU.
Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the
other assets of the CGU prorata on the basis of the carrying amount of each asset in the CGU. An impairment loss on goodwill is
recognised in statement of profit and loss and is not reversed in the subsequent period.
(b) Gratuity
In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible employees,
at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The
gratuity fund is managed by the Life Insurance Corporation of India (LIC), ICICI Prudential Life Insurance Company and SBI Life
Insurance Company. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for
based on actuarial valuation using the projected unit credit method.
Actuarial gains or losses are recognized in other comprehensive income. Further, the profit or loss does not include an expected
return on plan assets. Instead net interest recognized in profit or loss is calculated by applying the discount rate used to measure
the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below
the discount rate is recognized as part of re-measurement of net defined liability or asset through other comprehensive income.
Remeasurements comprising of actuarial gains or losses and return on plan assets (excluding amounts included in net interest
on the net defined benefit liability) are not reclassified to statement of profit and loss in subsequent periods.
amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting
period. The Company recognizes accumulated compensated absences based on actuarial valuation. Non-accumulating
compensated absences are recognized in the period in which the absences occur. The Company recognizes actuarial gains and
losses immediately in the statement of profit and loss.
The expense is recognized in the statement of profit and loss with a corresponding increase to the share based payment reserve,
a component of equity.
The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is
expensed over the vesting period of the respective tranches of such grants (accelerated amortization). The stock compensation
expense is determined based on the Company’s estimate of equity instruments that will eventually vest.
The fair value of the amount payable to the employees in respect of phantom stocks, which are settled in cash, is recognized as
an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally
entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the
phantom stock options plan. Any changes in the liability are recognized in statement of profit and loss.
(xiii) Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the
end of the reporting year, taking into account the risks and uncertainties surrounding the obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the
receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable
can be measured reliably.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract are
lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are
measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating
the contract.
(xiv) Revenue
The Company derives revenue primarily from software development and related services. Revenue is measured based on the
consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.
Revenue from customer contracts are considered for recognition and measurement when the contract has been approved by
the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract,
and the contract is legally enforceable. Revenue is recognised upon transfer of control of promised products or services to
customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or
services. To recognise revenues, the Company applies the following five step approach: (1) identify the contract with a customer,
(2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to
the performance obligations in the contract, and (5) recognise revenue when a performance obligation is satisfied. When there
is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved.
At contract inception, the Company assesses its promise to transfer products or services to a customer to identify separate
performance obligations. The Company applies judgement to determine whether each product or service promised to a
customer is capable of being distinct, and are distinct in the context of the contract, if not, the promised products or services
are combined and accounted as a single performance obligation. The Company allocates the arrangement consideration to
separately identifiable performance obligations based on their relative stand-alone selling price or residual method. Stand-alone
selling prices are determined based on sale prices for the components when it is regularly sold separately, in cases where the
Company is unable to determine the stand-alone selling price the Company uses third-party prices for similar deliverables or
the Company uses expected cost-plus margin approach in estimating the stand-alone selling price.
The Company recognizes revenue when it transfers control over a product or a service to a customer. The method for recognizing
revenues and costs depends on the nature of the services rendered:
If the Company does not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues
and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is probable.
When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the statement of profit
and loss in the year in which such losses become probable based on the current contract estimates.
In arrangements for software development and related services and maintenance services, the Company applies the guidance
in Ind AS 115, ‘Revenue from Contracts with Customers’, by applying the revenue recognition criteria for each of the distinct
performance obligation. The arrangements generally meet the criteria for considering software development and related services
as distinct performance obligation. For allocating the consideration, the Company measures the revenue in respect of distinct
performance obligation at its standalone selling price, in accordance with principles given in Ind AS 115.
The Company accounts for variable considerations like, volume discounts, rebates, pricing incentives to customers and penalties
as reduction of revenue on a systematic and rational basis over the period of the contract. The Company estimates an amount of
such variable consideration using expected value method or the single most likely amount in a range of possible consideration
depending on which method better predicts the amount of consideration to which the Company may be entitled and when it is
probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty associated with the
variable consideration is resolved.
Revenues are shown net of sales tax, value added tax, service tax, goods and services tax and applicable discounts and allowances.
The Company accrues the estimated cost of post contract support services at the time when the revenue is recognized. The
accruals are based on the Company’s historical experience of material usage and service delivery costs.
Incremental costs that relate directly to a contract and incurred in securing a contract with a customer are recognised as an asset
when the Company expects to recover these costs and amortized over the contract term.
The Company recognises contract fulfilment cost as an asset if those costs specifically relate to a contract or to an anticipated
contract, the costs generate or enhance resources that will be used in satisfying performance obligations in future; and the costs
are expected to be recovered. The asset so recognised is amortized on a systematic basis consistent with the transfer of goods
or services to customer to which the asset relates.
The Company assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments
to determine whether a significant financing component exists. As a practical expedient, the Company does not assess the
existence of a significant financing component when the difference between payment and transfer of deliverables is a year or
less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing
component is deemed to exist.
Estimates of transaction price and total costs or efforts are continuously monitored over the term of the contract and are
recognised in net profit in the year when these estimates change or when the estimates are revised. Revenues and the estimated
total costs or efforts are subject to revision as the contract progresses.
‘Unbilled revenues’ represent cost and earnings in excess of billings as at the end of the reporting year.
‘Unearned revenues’ represent billing in excess of revenue recognized. Advance payments received from customers for which
no services are rendered are presented as ‘Advance from customers’.
Dividend income is recognized in the statement of profit and loss on the date that the Company’s right to receive payment is
established.
Finance expenses consist of interest expense on loans, borrowings and lease liabilities. Borrowing costs are recognized in the
statement of profit and loss using the effective interest rate method.
Current income tax liability/ (asset) for the current and prior years are measured at the amount expected to be recovered from or
paid to the taxation authorities based on the taxable income for the year. The tax rates and tax laws used to compute the current
tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the year. The Company
offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts
and where it intends either to settle on a net basis or to realize the asset and liability simultaneously.
Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized
for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying
amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset
or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the
time of the transaction.
Deferred income tax asset is recognized to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for all taxable temporary differences, except in respect of taxable temporary
differences that is expected to reverse within the tax holiday period.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset
is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax
assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable
entity, or on different taxable entities where there is a right and an intention to settle the current tax liabilities and assets on a
net basis or their tax assets and liabilities will be realised simultaneously.
Diluted EPS is computed by dividing the net profit after tax by the weighted average number of equity shares considered for
deriving basic EPS and also weighted average number of equity shares that could have been issued upon conversion of all dilutive
potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a
later date. Dilutive potential equity shares are determined independently for each year presented. The number of equity shares
and potentially dilutive equity shares are adjusted for bonus shares, as appropriate.
Where the Company receives non-monetary grants, the asset is accounted for on the basis of its acquisition cost. In case
a non-monetary asset is given free of cost it is recognised at a fair value. When loan or similar assistance are provided by
government or related institutions, with an interest rate below the current applicable market rate, the effect of this favourable
interest is recognized as government grant. The loan or assistance is initially recognized and measured at fair value and the
government grant is measured as the difference between the initial carrying value of the loan and the proceeds received. A
repayment of government grant is accounted for as a change in accounting estimate. Repayment of grant is recognised by
reducing the deferred income balance, if any and the rest of the amount is charged to statement of profit and loss.
Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting
Standards) Amendment Rules, 2022, applicable from April 1, 2022, as below:
The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired
and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under
Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition
date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the amendment to
have any significant impact in its financial statements.
The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from
selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales
proceeds and related cost in profit or loss. The Company does not expect the amendments to have any impact in its recognition of its
property, plant and equipment in its financial statements.
The amendments specify that that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that
relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or
an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Company
does not expect the amendment to have any significant impact in its financial statements.
The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS 109 in assessing whether
to derecognise a financial liability. The Company does not expect the amendment to have any significant impact in its financial
statements.
Furniture
Leasehold Plant and Office Electrical
Particulars Land Buildings Computers and Vehicles Total
improvements machinery equipment installations
fixtures
Gross carrying value
At April 1, 2020 33 3,252 1,958 219 1,182 4,013 835 580 9 12,081
Additions - 22 16 - 18 511 7 1 - 575
Reclassification (refer note 40) - (434) 434 - - - - - - -
Disposals / adjustments - - (28) - (97) (120) (23) (2) - (270)
At March 31, 2021 33 2,840 2,380 219 1,103 4,404 819 579 9 12,386
At April 1, 2021 33 2,840 2,380 219 1,103 4,404 819 579 9 12,386
Effect of common control business
- - - 39 4 21 3 5 - 72
combination (refer note 43)
Additions - 188 159 2 38 1,812 12 - - 2,211
Disposals / adjustments - (1) (1) - (3) (245) (27) (2) - (279)
At March 31, 2022 33 3,027 2,538 260 1,142 5,992 807 582 9 14,390
Accumulated depreciation
At April 1, 2020 - 1,655 1,410 218 958 3,273 756 407 4 8,681
Depreciation expense - 162 183 1 91 379 49 55 2 922
Reclassification (refer note 40) - (396) 396 - - - - - - -
Disposals / adjustments - - (25) - (88) (119) (23) (1) - (256)
At March 31, 2021 - 1,421 1,964 219 961 3,533 782 461 6 9,347
At April 1, 2021 - 1,421 1,964 219 961 3,533 782 461 6 9,347
Effect of common control business
- - - 5 1 5 - 1 - 12
combination (refer note 43)
Depreciation expense - 138 171 10 84 604 34 43 2 1,086
Disposals / adjustments - (1) (1) - (3) (244) (27) (2) - (278)
At March 31, 2022 - 1,558 2,134 234 1,043 3,898 789 503 8 10,167
As on the date of the balance sheet, there are no capital work-in-progress projects whose completion is overdue or has exceeded the
cost, based on approved plan.
5. Right-of-use assets
Accumulated depreciation
At April 1, 2020 8 921 929
Depreciation expense 1 1,080 1,081
Disposals / adjustments - (76) (76)
At March 31, 2021 9 1,925 1,934
Accumulated amortization
At April 1, 2020 - 67 72 1,231 52 427 140 124 1,159 3,272
Amortization expense - - - 98 4 150 166 138 37 593
At March 31, 2021 - 67 72 1,329 56 577 306 262 1,196 3,865
b) Impairment
Following is a summary of changes in the carrying amount of goodwill:
As at As at
Particulars
March 31, 2022 March 31, 2021
Carrying value at the beginning of the year 4,730 4,730
Carrying value at the end of the year 4,730 4,730
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the Cash Generating Units (CGU)
or groups of CGUs, which benefit from the synergies of the acquisition. The Chief Operating Decision Maker reviews the goodwill for
any impairment at the operating segment level, which is represented through groups of CGUs.
The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. The fair value of a CGU is determined
based on the market capitalization. The value-in-use is determined based on specific calculations. These calculations use pre-tax
cash flow projections over a period of five years, based on financial budgets approved by management and an average of the range
of each assumption mentioned below.
The Company does its impairment evaluation on an annual basis and based on such evaluation as at March 31, 2022, the estimated
recoverable amount of the CGU exceeded its carrying amount, hence impairment is not triggered. The Company has performed
sensitivity analysis for all key assumptions, including the cash flow projections consequent to the change in estimated future economic
conditions arising from the possible effects due to COVID-19 and is unlikely to cause the carrying amount of the CGU exceed its
estimated recoverable amount. The key assumptions used for the calculations were as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
Discount rate 14.1% - 18.9% 14.2% - 18.5%
The above discount rate is based on the Weighted Average Cost of Capital (WACC) of the Company. These estimates are likely to differ
from future actual results of operations and cash flows.
The goodwill on acquisition of subsidiaries, which have since merged with the Company, has been allocated as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
RCM 2,440 2,440
BFSI 1,179 1,179
CMT 1,037 1,037
TTH 74 74
HCARE - -
Total 4,730 4,730
7. Financial assets
7.1 Investments
As at As at
Particulars March 31, 2022 March 31, 2021
No of units Amount No of units Amount
i) Investments in equity instruments (unquoted)
Wholly owned subsidiaries
Mindtree Software (Shanghai) Co., Ltd (‘MSSCL’) - 14 - 14
Fully paid equity share of MYR 100,000 each in Bluefin Solutions Sdn. Bhd.
1 2 1 2
('Bluefin Malaysia')
Others
Equity shares in Careercommunity.com Limited - - 2,400 -
Equity shares of ` 1 each in NuvePro Technologies Private Limited 950,000 1 950,000 1
Equity shares in Worldcast Technologies Private Limited - - 12,640 -
Total 17 17
As at As at
Particulars March 31, 2022 March 31, 2021
No of units Amount No of units Amount
ii) Investments in preference shares (unquoted)
Series A Convertible Preferred Stock at US$ 0.0001 each fully paid at
643,790 7 643,790 7
premium of US $ 0.2557 each in 30 Second Software Inc.
Total 7 7
As at As at
Particulars
March 31, 2022 March 31, 2021
Security deposits 677 476
Derivative financial instruments 1,787 1,225
Total 2,464 1,701
Current assets
9. Inventories
As at As at
Particulars
March 31, 2022 March 31, 2021
Project-related inventories 41 -
Total 41 -
The Company uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The provision matrix is based
on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates.
At regular intervals, the historically observed default rates are updated and changes in forward-looking estimates are analysed. The
Company estimates the following matrix at the reporting date:
Ageing
Particulars 1-90 91-180 181-360 More than
days days days 360 days*
Default rate as at March 31, 2022 0.5% 3.2% 18.2% 70.5%
Default rate as at March 31, 2021 0.2% 4.3% 21.8% 56.0%
*In case of probability of non-collection, default rate is 100%.
As at As at
Particulars
March 31, 2022 March 31, 2021
Security deposits 16 41
Advances to employees 363 216
Less: Provision for doubtful advances to employees (23) (20)
340 196
Unbilled revenue* 3,768 1,859
Derivative financial instruments 1,703 868
Total 5,827 2,964
*Classified as financial asset as right to consideration is unconditional upon passage of time.
b) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year are as given below:
As at As at
March 31, 2022 March 31, 2021
Particulars
Number of Number of
` `
shares shares
Number of shares outstanding at the beginning of the year 164,719,766 1,647 164,574,066 1,646
Add: Shares issued on exercise of stock options and restricted shares 114,006 1 145,700 1
Number of shares outstanding at the end of the year 164,833,772 1,648 164,719,766 1,647
c) The Company has only one class of shares referred to as equity shares having a par value of ` 10 each.
Each holder of the equity share, as reflected in the records of the Company as of the date of the shareholders meeting, is entitled to
one vote in respect of each share held for all matters submitted to vote in the shareholders meeting.
The Company declares and pays dividends in Indian rupees and foreign currency. The dividend proposed by the Board of Directors
is subject to the approval of the shareholders in the Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the
Company after distribution of amounts payable to preference shareholders. However, no such preference shares exist currently. The
distribution will be in proportion to the number of equity shares held by the shareholders.
d) Equity shareholder holding more than 5 percent of equity shares along with the number of equity shares held at the beginning and
at the end of the year are as given below:
As at As at
March 31, 2022 March 31, 2021
Name of the shareholder
Number of Number of
% %
shares shares
Larsen & Toubro Limited* 100,527,734 60.99% 100,527,734 61.03%
i) Pursuant to the approval of the Board and the Administrative Committee at its meetings held on June 28, 2017 and July 20,
2017 respectively, the Company bought back 4,224,000 equity shares of ` 10 each on a proportionate basis, at a price of
` 625 per equity share for an aggregate consideration of ` 2,640 (Rupees Two thousand six hundred and forty million only), and
completed the extinguishment of the equity shares bought back. Capital redemption reserve has been created to the extent of
nominal value of share capital extinguished amounting to ` 42. The buyback and creation of capital redemption reserve was
effected by utilizing the securities premium and free reserves.
ii) The Company has not allotted any equity shares as fully paid up without payment being received in cash.
f) Shareholding of promoters:
The Company instituted the Employees Stock Option Plan (‘ESOP’) in fiscal 2000, which was approved by the Board of Directors (‘the
Board’). The Company administers below mentioned restricted stock purchase plan and stock options plan.
ERSP 2012 was instituted with effect from July 16, 2012 to issue equity shares of nominal value of ` 10 each. Shares under this
program are granted to employees at an exercise price of not less than ` 10 per equity share or such higher price as determined by
the Nomination and Remuneration Committee. Shares shall vest over such term as determined by the Nomination and Remuneration
Committee not exceeding ten years from the date of the grant. All shares will have a minimum lock in period of one year from the
date of allotment.
Year ended
March 31, 2022 March 31, 2021
Particulars Weighted Weighted
Number of Number of
average average
share options share options
Exercise Price Exercise Price
Outstanding shares, beginning of the year 5,200 10.00 - -
Granted during the year 117,241 10.00 154,155 10.00
Exercised during the year 114,006 10.00 145,700 10.00
Lapsed during the year - - 3,255 10.00
Outstanding shares, end of the year 8,435 10.00 5,200 10.00
Shares vested and exercisable, end of the
8,435 10.00 5,200 10.00
year
The Company has also granted letter of intent to issue shares under ERSP 2012 plan to certain employees which is subject to certain
vesting conditions. Details of the outstanding options/ units as at March 31, 2022 are given below:
The weighted average fair value of each unit under the above mentioned ERSP 2012 plan was ` 873.36 using the Black-Scholes
model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price 873.36
Weighted average exercise price ` 10
Dividend yield % 0.42%
Expected life 1-2 years
Risk free interest rate 5.56%
Volatility 35.15%
On May 22, 2021, the shareholders of the Company have approved the Employee Stock Option Plan 2021 (‘ESOP 2021’) for the
issue of upto 2,000,000 options (including the unutilized options under ERSP 2012) to employees of the Company. The Nomination
and Remuneration Committee (‘NRC’) administers the plan through a trust established specifically for this purpose, called the
Mindtree Employee Welfare Trust (‘ESOP Trust’).
The ESOP Trust shall subscribe to the equity shares of the Company using the proceeds from loans obtained from the Company,
other cash inflows from allotment of shares to employees under the ESOP Plan, to the extent of number of shares as is necessary for
transferring to the employees. The NRC shall determine the exercise price which will not be less than the face value of the shares.
Options under this program are granted to employees at an exercise price periodically determined by the NRC. All stock options
have a four-year vesting term. The options vest and become fully exercisable at the rate of 25% each over a period of 4 years
from the date of grant. Each option is entitled to 1 equity share of ` 10 each. These options are exercisable within 6 years from
the date of vesting.
The options outstanding as at March 31, 2022 have an exercise price of ` 10 (As at March 31, 2021: NA) and a weighted average
remaining contractual life of 1.88 years (As at March 31, 2021: NA).
The weighted average fair value of each option under the above mentioned Series A of ESOP 2021 plan was ` 2,965.70 using the
Black-Scholes model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price ` 2,984.23
Exercise price ` 10
Dividend yield % 0.10%
Expected life 1-4 years
Risk free interest rate 4.88%
Volatility 34.68%
The options outstanding as at March 31, 2022 have an exercise price of ` 3,290.65 (As at March 31, 2021: NA) and a weighted
average remaining contractual life of 1.99 years (As at March 31, 2021: NA).
The weighted average fair value of each option under the above mentioned ESOP 2021 plan was ` 926.45 using the Black-Scholes
model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price ` 3,411.29
Exercise price ` 3,290.65
Dividend yield % 0.11%
Expected life 1-4 years
Risk free interest rate 4.94%
Volatility 34.29%
On May 22, 2021, the shareholders of the Company, through postal ballot, have approved the Grant of loan to Mindtree Employee
Welfare Trust (‘ESOP Trust’), the value of which, shall not exceed the statutory ceiling of five (5%) percent of the paid-up capital
and free reserves of the Company as on March 31, 2021. Further, the Company has obtained in-principle approval for listing of
upto a maximum of 2,000,000 equity shares of ` 10 each to be issued under ESOP 2021 from NSE and BSE on June 10, 2021 and
June 14, 2021 respectively. The trust deed was executed effective May 25, 2021 and registered on August 24, 2021.
The Board of Directors at its meeting held on April 16, 2021 had recommended a final dividend of 175% (` 17.5 per equity share of par
value ` 10 each) for the financial year ended March 31, 2021 which was approved by the shareholders at the Annual General Meeting
held on July 13, 2021. The aforesaid dividend was paid during the year ended March 31, 2022.
The Board of Directors have recommended a final dividend of 270% (` 27 per equity share of par value ` 10 each) for the financial
year ended March 31, 2022 which is subject to the approval of shareholders at the Annual General Meeting.
Non-current liabilities
14. Financial liabilities
14.1 Other financial liabilities
As at As at
Particulars
March 31, 2022 March 31, 2021
Derivative financial instruments 1 -
Employee benefits payable - 4
Others (Security deposits for sub-lease) 3 2
Total 4 6
Current liabilities
15. Financial liabilities
15.1 Trade payables ageing schedule
Outstanding for following periods from due date of payment
Particulars Less than More than Total
Unbilled Not Due 1 - 2 years 2 - 3 years
1 year 3 years
As at March 31, 2022
a) Micro, small and medium
- 95 - - - - 95
enterprises
b) Others 3,595 1,667 - - - - 5,262
Total 3,595 1,762 - - - - 5,357
As at March 31, 2021
a) Micro, small and medium
43
enterprises - 43 - - - -
b) Others 1,848 638 144 - - - 2,630
Total 1,848 681 144 - - - 2,673
As at As at
Particulars
March 31, 2022 March 31, 2021
Book overdrafts - -
Unclaimed dividends 28 25
Employee benefits payable 5,594 4,673
Derivative financial instruments 12 33
Capital creditors 261 61
Margin money - 386
Liability towards transfer of business (refer note 43) 990 -
Others - 72
Total 6,885 5,250
As at As at
Particulars
March 31, 2022 March 31, 2021
Unearned income (refer note 16.1) 775 322
Statutory dues (including provident fund and tax deducted at source) 1,430 812
Advance from customers 864 732
Gratuity payable (net)* 213 83
Liability for discount 1,033 557
Others 3 3
Total 4,318 2,509
* Refer note 22 for details of gratuity plan as per Ind AS 19.
17. Provisions
As at As at
Particulars
March 31, 2022 March 31, 2021
Provision for post contract support services 22 15
Provision for foreseeable losses on contracts 1 16
Provision for compensated absences 1,530 1,437
Provision for disputed dues*# 812 759
Provision for unspent CSR expenses** 77 -
Total 2,442 2,227
*Represents disputed dues provided pursuant to unfavourable orders received from the tax authorities against which the Company
has preferred an appeal with the relevant authority. In respect of the provisions of Ind AS 37, the disclosures required have not been
provided pursuant to the limited exemption provided under paragraph 92 of Ind AS 37.
# Also refer note 36(f).
The disclosure of provisions movement as required under the provisions of Ind AS 37 is as follows:
Provision for post contract support services
Provision for post contract support services represents cost associated with providing sales support services which are accrued at
the time of recognition of revenue and are expected to be utilized within a period of one year.
Provision for foreseeable losses on contracts represents excess of estimated cost over the future revenues to be recognised and
expected to be utilized within a period of one year.
The reconciliation between the provision of income tax of the Company and amounts computed by applying the Indian statutory
income tax rate to profit before taxes is as follows:
Deferred tax
Deferred tax assets/(liabilities) as at March 31, 2022 in relation to:
Recognised
As at April 1, Recognised in in Other As at March 31,
Particulars
2021 profit and loss Comprehensive 2022
Income
Property, plant and equipment 657 (185) - 472
Right-of-use assets net of lease liabilities 167 33 - 200
Allowance for expected credit losses 105 (11) - 94
Provision for compensated absences 289 62 - 351
Intangible assets (48) (15) - (63)
Net gain on fair value of investments (322) (37) - (359)
Effective portion of cash flow hedges (726) - (480) (1,206)
Others 229 121 - 350
Total 351 (32) (480) (161)
Recognised
As at April 1, Recognised in in Other As at March 31,
Particulars
2020 profit and loss Comprehensive 2021
Income
Property, plant and equipment 513 144 - 657
Right-of-use assets net of lease liabilities 98 69 - 167
Allowance for expected credit losses 84 21 - 105
Provision for compensated absences 288 1 - 289
Liability for discount (13) 13 - -
Intangible assets (354) 306 - (48)
Net gain on fair value of investments (126) (196) - (322)
Effective portion of cash flow hedges 1,093 - (1,819) (726)
Others 252 (23) - 229
Total 1,835 335 (1,819) 351
The Company has not created deferred tax assets on the following:
As at As at
Particulars
March 31, 2022 March 31, 2021
Unused tax losses (long term capital loss) which expire in:
-FY 2021-22 18 48
-FY 2022-23 28 28
-FY 2023-24 22 22
Unused tax losses of foreign jurisdiction 79 94
The Company has units at Bengaluru, Hyderabad, Chennai and Bhubaneshwar registered as Special Economic Zone (SEZ) units which
are entitled to a tax holiday under Section 10AA of the Income Tax Act, 1961. The Company also has STPI units at Bengaluru and Pune
which are registered as 100 percent Export Oriented Units, which were earlier entitled to a tax holiday under Section 10B and Section
10A of the Income Tax Act, 1961.
A portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export
operations from undertakings situated in Special Economic Zone (SEZ). Under the Special Economic Zone Act, 2005 scheme, units in
designated Special Economic Zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or
gains derived from the export of services for the first five years from the commencement of provision of services and 50 percent of
such profits and gains for a further five years. Certain tax benefits are also available for a further five years subject to the unit meeting
defined conditions.
Dividend income from certain category of investments is exempt from tax. The difference between the reported income tax expense
and income tax computed at statutory tax rate is primarily attributable to income exempt from tax.
Pursuant to the changes in the Indian income tax laws in fiscal year 2007, Minimum Alternate Tax (MAT) has been extended to income
in respect of which deduction is claimed under the tax holiday schemes discussed above; consequently, the Company has calculated
its tax liability for current domestic taxes after considering MAT, as applicable. The excess tax paid under MAT provisions over and
above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions.
The Company is also subject to tax on income attributable to its permanent establishments in foreign jurisdictions due to operation
of its foreign branches.
22. Gratuity
Amount recognized in the statement of profit and loss in respect of gratuity cost (defined benefit plan) is as follows:
For the year ended
Particulars
March 31, 2022 March 31, 2021
Gratuity cost
Service cost 377 234
Net interest on net defined liability/(asset) 5 18
Re-measurement - actuarial (gain)/loss recognised in OCI (107) 116
Net gratuity cost 275 368
Assumptions
Discount rate 6.50% 5.85%
Salary increase 0%-7.5% 0%-7.5%
Withdrawal rate 15.33% 16.28%
Assumptions regarding future mortality experience are set in accordance with the published statistics by the Indian Assured Lives Mortality
(2012-14) Ult.
The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and
other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets is based on
expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.
The following table sets out the status of the gratuity plan.
As at As at
Particulars
March 31, 2022 March 31, 2021
Change in defined benefit obligations
Obligations at the beginning of the year 1,408 1,071
Service cost 377 234
Interest cost 82 67
Benefits settled (257) (124)
Adjustment towards transfer of business (refer note 43) 7 -
Actuarial (gain)/loss – experience (36) 2
Actuarial (gain)/loss – demographic assumptions 12 (23)
Actuarial (gain)/loss – financial assumptions (62) 181
Obligations at the end of the year 1,531 1,408
Change in plan assets
Plan assets at the beginning of the year, at fair value 1,325 789
Interest income on plan assets 77 50
Adjustment towards transfer of business (refer note 43) 7 -
Return on plan assets greater/(lesser) than discount rate 21 44
Contributions 143 561
Benefits settled (255) (119)
Plan assets at the end of the year, at fair value 1,318 1,325
Historical information:
As at As at As at As at As at
Particulars
March 31, 2022 March 31, 2021 March 31, 2020 March 31, 2019 March 31, 2018
Present value of defined benefit
(1,531) (1,408) (1,071) (874) (705)
obligation
Fair value of plan assets 1,318 1,325 789 644 564
Liability recognised (213) (83) (282) (230) (141)
The experience adjustments, meaning difference between changes in plan assets and obligations expected on the basis of actuarial
assumption and actual changes in those assets and obligations are as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
Experience adjustment on plan liabilities (36) 2
Experience adjustment on plan assets 22 44
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant,
would have affected the defined benefit obligation by the amounts shown below:
As at As at
Particulars March 31, 2022 March 31, 2021
Increase Decrease Increase Decrease
Discount rate (1% movement) (92) 103 (82) 92
Future salary growth (1% movement) 102 (93) 91 (83)
Withdrawal rate (1% movement) (13) 14 (12) 13
As at March 31, 2022 and March 31, 2021, 100% of the plan assets were invested in insurer managed funds.
The Company has established an income tax approved irrevocable trust fund to which it regularly contributes to finance liabilities of
the plan. The fund’s investments are managed by certain insurance companies as per the mandate provided to them by the trustees
and the asset allocation is within the permissible limits prescribed in the insurance regulations.
## Represents payment towards audit of IFRS financial statements and other attestation engagements.
Reconciliation of number of equity shares used in the computation of basic and diluted earnings per share is set out below:
b) During the year ended March 31, 2022, the Company received government grants amounting to ` 1 from governments of various
countries on compliance of several employment-related conditions consequent to the outbreak of COVID-19 pandemic and
accordingly, accounted as a credit to employee benefits expense (refer note 21). (For the year ended March 31, 2021 ` 69).
30. Leases
a) Company as a lessee
Leases not yet commenced to which the Company is committed, amounts to ` 349 as at March 31, 2022 for a lease term of 2 to
5.5 years (As at March 31, 2021: ` 839 for a lease term of 10 years).
b) Company as a lessor
The Company has sublet few of the leased premises. Lease rental income under such non-cancellable operating lease during
the year ended March 31, 2022 amounted to ` 30 (For the year ended March 31, 2021 ` 39).
As at As at
Particulars
March 31, 2022 March 31, 2021
Receivable – Not later than one year 28 26
Receivable – Later than one year and not later than five years 27 38
Financial liabilities
Amortized cost
Lease liabilities 5,557 5,377 5,557 5,377
Trade payables 5,357 2,673 5,357 2,673
Other financial liabilities 6,876 5,223 6,876 5,223
FVTOCI
Derivative financial instruments - cash flow hedge 8 2 8 2
FVTPL
Derivative financial instruments - fair value hedge 5 31 5 31
Total liabilities 17,803 13,306 17,803 13,306
The Management assessed that fair value of cash and short-term deposits, trade receivables, other current financial assets, lease
liabilities, trade payables, book overdrafts and other current financial liabilities approximate their carrying amounts largely due to
the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale. The fair-value of the financial-instruments factor the
uncertainties arising out of COVID-19, where applicable.
The following methods and assumptions were used to estimate the fair values:
i) Long-term fixed-rate and variable-rate receivables/borrowings are evaluated by the Company based on parameters such as interest
rates, specific country risk factors, individual creditworthiness of the customer and the risk characteristics of the financed project.
Based on this evaluation, allowances are taken into account for the expected losses of these receivables.
ii) The fair value of the quoted bonds and mutual funds are based on price quotations at reporting date. The fair value of unquoted
instruments and other financial liabilities, as well as other non-current financial liabilities, as applicable, is estimated by
discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In
addition to being sensitive to a reasonably possible change in the forecast cash flows or discount rate, the fair value of the equity
instruments is also sensitive to a reasonably possible change in the growth rates. The valuation requires management to use
unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management
regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their
impact on the total fair value.
iii) Fair values of the Company’s interest-bearing borrowings and loans are determined by using Discounted Cash Flow (DCF) method
using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting year. The own non-performance risk as
at March 31, 2022 is assessed to be insignificant.
iv) The fair values of the unquoted equity and preference shares have been estimated using a DCF model. The valuation requires
management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and
volatility/ the probabilities of the various estimates within the range can be reasonably assessed and are used in management’s
estimate of fair value for these unquoted equity investments.
v) The Company enters into derivative financial instruments with various counterparties, principally banks with investment grade
credit ratings. Foreign exchange forward contracts and option contracts are valued using valuation techniques, which employs
the use of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models,
using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign
exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective
currencies, interest rate curves etc. As at March 31, 2022 the marked-to-market value of derivative asset positions is net of
a credit valuation adjustment attributable to derivative counterparty default risk, as applicable. The changes in counterparty
credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and
other financial instruments recognised at fair value. Also refer note 32.
32. Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring
basis as at March 31, 2022 and March 31, 2021.
Quantitative disclosures of fair value measurement hierarchy for financial assets and liabilities as at March 31, 2022:
Quantitative disclosures of fair value measurement hierarchy for financial assets and liabilities as at March 31, 2021:
Reconciliation of fair value measurement of unquoted investment in equity instruments and preference shares classified as FVTOCI
(Level 3)
As at As at
Particulars
March 31, 2022 March 31, 2021
Opening balance 8 8
Remeasurement recognised in OCI - -
Purchases - -
Sales - -
Closing balance 8 8
*Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that
are directly or indirectly observable in the marketplace.
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding:
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-designated derivative instruments:
in USD million 1,725 1,146
The foreign exchange forward and option contracts mature anywhere between 1-60 months. The table below analyses the derivative
financial instruments into relevant maturity groupings based on the remaining period as at the reporting date:
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk arises from
cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The
maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit
risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their
financial position, past experience and other factors.
The following table gives details in respect of revenues generated from top customer and top 5 customers:
Investments
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a
good credit rating. The Company does not expect any losses from non-performance by these counterparties, and does not have any
significant concentration of exposures to specific industry sectors.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages
its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Also, the
Company has unutilized credit limits with banks.
The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition,
processes and policies related to such risks are overseen by senior management.
As at As at
Particulars
March 31, 2022 March 31, 2021
Cash and cash equivalents 10,494 7,575
Investments in mutual funds (quoted) 15,578 16,975
Investments in non-convertible bonds/ debentures (quoted) 1,324 171
Investment in term deposit (unquoted) 4,111 1,821
Investment in commercial paper (unquoted) 1,378 340
Total 32,885 26,882
The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31, 2022 and
March 31, 2021.
Consequently, the Company uses derivative financial instruments, such as foreign exchange forward contracts and option contracts,
to mitigate the risk of changes in foreign currency exchange rates in respect of its forecasted cash flows and trade receivables.
The details in respect of the outstanding foreign exchange forward contracts and option contracts are given under the derivative
financial instruments section.
In respect of the Company’s forward contracts and option contracts, a 1% decrease/increase in the respective exchange rates of each
of the currencies underlying such contracts would have resulted in:
a) an approximately ` 140 increase and ` 140 decrease in the Company’s net profit in respect of its fair value hedges and ` 1,167
increase and ` 1,167 decrease in the Company’s effective portion of cash flow hedges as at March 31, 2022;
b) an approximately ` 97 increase and ` 97 decrease in the Company’s net profit in respect of its fair value hedges and ` 741 increase
and ` 741 decrease in the Company’s effective portion of cash flow hedges as at March 31, 2021.
The following table presents foreign currency risk from non-derivative financial instruments as of March 31, 2022 and March 31,
2021.
Pound Other
Particulars US $ Euro Total
Sterling currencies*
Assets
Trade receivables 8,991 1,491 930 644 12,056
Unbilled revenue 1,206 296 114 118 1,734
Cash and cash equivalents 6,209 228 278 405 7,120
Other assets 35 13 12 6 66
Liabilities
Lease liabilities 2,370 15 192 34 2,611
Trade payables 1,273 112 262 64 1,711
Other liabilities 2,676 96 285 75 3,132
Net assets/liabilities 10,122 1,805 595 1,000 13,522
* Others include currencies such as Singapore $, Australian $, Canadian $, Japanese Yen, Malaysian Ringgit, etc.
For the year ended March 31, 2022, every 1% increase/decrease of the respective foreign currencies compared to functional currency
of the Company would impact operating margins by 0.3%/ (0.3)%. For the year ended March 31, 2021, the impact on operating margins
would be 0.3%/ (0.3)%.
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt
obligations with floating interest rates and investments. The Company’s borrowings and investments are primarily short-term, which
do not expose it to significant interest rate risk.
As at As at
Particulars
March 31, 2022 March 31, 2021
Total equity attributable to the equity shareholders of the Company 54,734 43,186
As percentage of total capital 91% 89%
Total loans and borrowings - -
Total lease liabilities 5,557 5,377
Total loans, borrowings and lease liabilities 5,557 5,377
As a percentage of total capital 9% 11%
Total capital (loans, borrowings, lease liabilities and equity) 60,291 48,563
The Company is predominantly equity financed which is evident from the capital structure table. Further, the Company has always
been a net cash company with cash and bank balances along with investment which is predominantly investment in liquid and short
term mutual funds being far in excess of debt.
As at As at
Name of related party Nature of balance
March 31, 2022 March 31, 2021
Trade receivables 5 28
Bridgeweave Limited
Unbilled revenue 12 15
Trade receivables 395 8
Larsen & Toubro Limited Unbilled revenue 120 -
Security deposit 112 -
Trade receivables 21 13
Larsen & Toubro Infotech Limited
Unbilled revenue 4 5
Trade receivables 4 6
L&T Technology Services Limited
Unbilled revenue 1 1
L&T Thales Technology Services Private Trade receivables 17 -
Limited Unbilled revenue 15 13
Trade receivables 3 -
L&T Valves Limited
Unbilled revenue 2 -
L&T Infrastructure Engineering Limited Trade receivables 9 -
Trade receivables 14 -
L&T Hydrocarbon Engineering Limited
Unbilled revenue 1 -
L&T Geostructure Private Limited Trade receivables 2 -
Trade receivables 2 -
L&T-MHI Power Boilers Private Limited
Unbilled revenue 1 -
L&T-Powerchina JV Trade receivables 1 -
L&T-STEC JV Mumbai Trade receivables 2 -
The amount outstanding are unsecured and will be settled in cash. No guarantee has been given or received.
Off balance sheet items with reference to related parties are as follows:
As at As at
Name of related party Nature of balance
March 31, 2022 March 31, 2021
Larsen & Toubro Limited Guarantee* 5,039 5,147
* Performance guarantee given on behalf of the Company.
4TheNomination and Remuneration Committee and the Board of Directors have approved the appointment of Mr. Chandrasekaran
Ramakrishnan as Independent Director with effect from July 15, 2020 for a term of five years upto July 14, 2025 and the same was
approved by shareholders through Postal Ballot on December 09, 2020.
5TheNomination and Remuneration Committee and the Board of Directors have approved the appointment of Mr. Dayapatra Nevatia,
Chief Operating Officer as Executive Director of the Company with effect from October 15, 2020 for a term of five years
upto October 14, 2025 and the same was approved by shareholders through Postal Ballot on December 09, 2020.
*Resigned as Executive Director and Chief Operating Officer with effect from January 3, 2022.
6The Nomination and Remuneration Committee and the Board of Directors have approved the appointment of Mr. Venugopal Lambu,
President - Global Markets as Executive Director of the Company with effect from October 15, 2020 for a term of five years upto
October 14, 2025 and the same was approved by shareholders through Postal Ballot on December 09, 2020.
7Mr. Jayant Damodar Patil, Non-Executive Director has resigned from the Board of Directors of the Company with effect from the close
of business hours on October 15, 2020, due to other commitments and the Board of Directors have accepted the same.
8 Ms.Vedavalli Sridharan has resigned as the Company Secretary of the Company and Compliance Officer and her resignation is
effective from the close of business hours on October 31, 2020. The Nomination and Remuneration Committee and the Board of
Directors have appointed Mr. Subhodh Shetty as Company Secretary and Compliance Officer effective November 01, 2020.
9The Board of Directors at its meeting held on April 16, 2021 have approved the re-appointment of Mr. Akshaya Bhargava, Independent
Director, for a second-term of 5 years from October 1, 2021 upto September 30, 2026 and the same was approved by the shareholders
at the Annual General Meeting held on July 13, 2021.
10The Board of Directors at its meeting held on April 16, 2021 have approved the re-appointment of Mr. Bijou Kurien, Independent
Director, for a second-term of 5 years from July 17, 2021 upto July 16, 2026 and the same was approved by the shareholders at the
Annual General Meeting held on July 13, 2021.
11Mr.Prasanna Rangacharya Mysore, Independent Director ceased as a Director with effect from April 1, 2022 on completion of his
tenure.
Transactions with key managerial personnel
Dividends paid to key managerial personnel during the year ended March 31, 2022 amounts to ` 1 (For the year ended March 31,
2021 ` 0). Further, during the year ended March 31, 2022, 45,100 (March 31, 2021: 23,255) shares were allotted to key managerial
personnel.
Compensation of key managerial personnel of the Company
For the year ended*
Particulars
March 31, 2022 March 31, 2021
Short-term employee benefits 298 214
Share-based payment transactions 26 35
Others 35 34
Total compensation paid to key managerial personnel 359 283
* The above compensation excludes gratuity and compensated absences which cannot be separately identified from the composite
amount advised by the actuary.
a) The Company has received income tax assessment order for financial years 2006-07 and 2007-08 for the erstwhile subsidiary
Mindtree Technologies Private Limited (MTPL) with demands amounting to ` 11 and ` 10 respectively on account of certain
disallowances/ adjustments made by income tax department. Management believes that the position taken by it on the matter is
tenable and hence, no adjustment has been made to the financial statements. The Company had filed an appeal with Commissioner of
Income Tax (Appeals) against the demand received. The Company has not deposited the amount of demand with the department. The
department has adjusted pending refunds amounting to ` 18 against these demands. For the financial year 2006-07, Commissioner
of Income Tax (Appeals) has passed an order during the year, pursuant to which substantial relief has been granted. The Company is
awaiting the order giving effect from the Commissioner of Income Tax (Appeals).
b) The Company has received income tax assessment order under Section 143(3) of the Income-Tax Act 1961 pertaining to erstwhile
subsidiary Aztecsoft Limited for the financial years 2001-02, 2002-03, 2003-04, 2004-05, 2005-06, 2007-08 and 2008-09 wherein
demand of ` 215, ` 49, ` 61, ` 28, ` 58,` 214 and ` 63 respectively has been raised against the Company. These demands have arisen
mainly on account of transfer pricing adjustments made in the order. The Company has not accepted these orders and has been
advised by its legal counsel/ advisors to prefer appeals before appellate authorities and accordingly the Company has filed appeals
before the Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal (ITAT). The Company has deposited ` 15 with
the department against these demands. The department has adjusted pending refunds amounting to ` 556 against these demands.
The Company received a favourable order from the Commissioner of Income Tax (Appeals) for the financial year 2001-02 where in
the Commissioner of Income Tax (Appeals) accepted the Company’s contentions and quashed the demand raised. The income tax
department appealed against the above mentioned order with ITAT. ITAT, in an earlier year passed an order setting aside both the
orders of the Commissioner of Income Tax (Appeals) as well as the Assessing Officer and remanded the matter back to the Assessing
Officer for re-assessment. The Company preferred an appeal with the Hon’ble High Court of Karnataka against the order of the ITAT.
The Hon’ble High Court of Karnataka has dismissed the appeal filed against the order of ITAT and upheld the order passed by the
ITAT and accordingly the case is pending before Assessing Officer for re-assessment. The Deputy Commissioner of Income Tax has
completed the reassessment and has issued a Final assessment order with a revised demand amounting to ` 202 due to transfer
pricing adjustments. Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been
made to the financial statements. The Company has filed an appeal with Commissioner of Income Tax (Appeals).
The Company has received the order from the Commissioner of Income Tax (Appeals) for the financial year 2004-05 and on the
unfavourable grounds, the Company had filed an appeal with ITAT, Bengaluru. ITAT has issued a favourable order in connection with
TP proceedings. The department preferred an appeal with the Hon’ble High Court of Karnataka against the order of the ITAT.
The Company has received the order from ITAT for the financial year 2005-06 and ITAT has remanded the matter back to the Assessing
Officer for re-assessment. The Company has filed an appeal with the Hon’ble High Court of Karnataka. The Hon’ble High Court has
dismissed the appeal and this matter was pending with Assessing Officer. The Assessing Officer has passed the final assessment order
and the Company has filed an appeal against the same before the ITAT.
The Company has received the order from ITAT for the financial year 2007-08 and ITAT has quashed the order of the Assessing Officer.
Order giving effect to the ITAT order is yet to be received.
The Company has received revised order for the financial year 2008-09 under section 263 from Assessing Officer raising an additional
demand of ` 61, taking the total demand to `124. The Company had filed an appeal before ITAT. Subsequently, the Company has
received the order from ITAT for the financial year 2008-09 and ITAT has quashed the order of the Assessing Officer. Order giving
effect to the ITAT order is yet to be received. During the year ended March 31, 2020, the Company filed a writ petition with the
Hon’ble High Court of Karnataka to stay the proceedings of the assessing officer for the financial years 2007-08 and 2008-09.
The Company has appealed against the demands received for financial years 2002-03, 2003-04, 2004-05, 2005-06, 2006-07, 2007-
08 and 2008-09. Based on favourable order received by the Company for the financial year 2001-02 from the Commissioner of
Income Tax (Appeals) and an evaluation of the facts and circumstances, no provision has been made against the above orders in the
financial statements.
c) The Company received an assessment order for financial year 2006-07 for the erstwhile subsidiary Mindtree Wireless Private Limited
from the Assistant Commissioner of Income-tax (‘ACIT’) with a demand amounting to ` 39 on account of certain other disallowances/
transfer pricing adjustments made by income tax department. Management believes that the position taken by it on the matter is
tenable and hence, no adjustment has been made to the financial statements. The Company has filed an appeal with Commissioner
of Income Tax (Appeals) against the demand received.
The Company has received the order from the Commissioner of Income Tax (Appeals) wherein the Commissioner of Income Tax
(Appeals) accepted the grounds in part and in respect of unfavourable grounds, the Company has filed an appeal before ITAT. The
final order giving effect by the Assessing Officer is completed and the demand is reduced to ` 33. The Company has deposited ` 5
with the department against this demand.
d) The Company has received the revised order under section 263 for financial year 2009-10 from Assessing Officer reducing the
demand to ` 6. The Company has filed an appeal before ITAT. ITAT has dismissed the appeal. Order giving effect has been received.
The Company has filed a rectification request against the order giving effect.
e) The Company has received a final assessment order for financial year 2012-13 from the Deputy Commissioner of Income Tax with a
demand amounting to ` 15 on account of certain disallowances. Management believes that the position taken by it on the matter is
tenable and hence, no adjustment has been made to the financial statements. The Company had filed an appeal with Commissioner
of Income Tax (Appeals) and during the year, the Company has received an order wherein partial relief has been provided. The
Company has filed an appeal against the same with the ITAT and the order giving effect to the Commissioner of Income Tax (Appeals)
order is awaited.
f) During the year ended March 31, 2018, the Company received an order passed under section 7A of the Employees Provident Fund
& Miscellaneous Provisions Act, 1952 from Employees Provident Fund Organisation (EPFO) claiming provident fund contribution
aggregating to ` 250 for dues up to June 2016, and excludes any additional interest that may be determined by the authorities from
that date till resolution of the dispute, on (a) full salary paid to International Workers and (b) special allowance paid to employees.
Based on a legal advice obtained, the Company has assessed that it has a legitimate ground for appeal, and has contested the order
by filing an appeal with the Employees’ Provident Funds Appellate Tribunal. In view of the changes in the regulations with the new
wage code and social security code, the Company, supported by legal advice, continues to re-estimate the probability of any liability
arising from this matter and has accordingly recognized a provision of ` 709 (March 31, 2021: ` 659), including estimated interest,
as on the date of the balance sheet.
Industry Segments:
For the year ended
Statement of income
March 31, 2022 March 31, 2021
Segment revenue from external customers
RCM 24,859 16,956
BFSI 18,764 15,632
CMT 45,818 36,937
TTH 14,524 9,317
HCARE 1,288 836
Total 105,253 79,678
Segment operating income
RCM 3,785 3,628
BFSI 3,639 3,309
CMT 11,276 8,453
TTH 3,122 905
HCARE 135 270
Total 21,957 16,565
Depreciation and amortization expense (2,420) (2,596)
Profit for the year before finance expenses, other income and tax 19,537 13,969
Finance costs (502) (504)
Other income 1,117 1,065
Interest income 426 166
Foreign exchange gain/ (loss) 1,528 286
Net profit before taxes 22,106 14,982
Income taxes (5,578) (3,879)
Net profit after taxes 16,528 11,103
Geographical information
39. Total expenditure incurred on Corporate Social Responsibility (CSR) activities during the year ended March 31, 2022 is ` 171 (during the
year ended March 31, 2021 is ` 80). This includes ` 77 towards provision for unspent amount pertaining to ongoing projects (during the
year ended March 31, 2021: Nil). This amount will be transferred to ‘Unspent CSR account’ within 30 days from the end of the financial
year, in accordance with the CSR rules. The Company’s CSR activities primarily focuses on programs that benefit the differently abled,
promote education and create sustainable livelihood opportunities. Refer Note 35 for details of related party transactions.
40. The Company, in an earlier year, had entered into a lease arrangement with a lessor for lease of a piece of land for a period of 30
years. Also, the Company had purchased two buildings constructed by the lessor on the above referred land vide a separate purchase
agreement and capitalized in the books of account. During the financial year 2019-20, the Company received a communication from
the lessor wherein it was mentioned that the lessor would like to convert the existing lease into a regular commercial lease agreement
and cash flowwould like to refund the residual value of the deposits and the value of the buildings under the present agreements and
enter into a fresh agreement. During the previous year, the Company has completed the sale of the said buildings and termination
of lease for the said land for a price equivalent to their written down values. Accordingly, the said buildings and the land have been
derecognised. On entering into a regular commercial lease agreement, right-of-use asset and lease liability has been accounted in
accordance with Ind AS 116 ‘Leases’. Accordingly, in the previous year, the improvements made to buildings earlier was reclassified to
“leasehold improvements” (refer notes 3 and 5).
41. The Code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Company towards
Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Ministry of Labour
and Employment (the Ministry) has released draft rules for the Code on November 13, 2020. The Company will complete its evaluation
and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules
are published .
43. Pursuant to the approval by the Board of Directors on May 14, 2021, the Company entered into a Business Transfer Agreement on
May 20, 2021 to acquire the digital transformation business undertaking, incubated and conducted under L&T-NxT (‘NxT Digital
Business’) from Larsen & Toubro Limited (L&T) to enhance the Company’s Cloud based IoT and AI capabilities for Industry 4.0, for a
cash consideration of ` 1,980 (determined based on an independent valuation) and net working capital as on the closing date. The
Company has consummated the above transfer of business on July 1, 2021.
The transaction between the Parent (L&T) and Subsidiary (the Company) has been recorded in the books of the Company in
accordance with Appendix C – ‘Business combinations of entities under common control’ of Ind AS 103 – ‘Business Combinations’
using the pooling of interests method. Accordingly, the assets and liabilities transferred has been accounted at the carrying amounts
as reflected in the books of L&T as at June 30, 2021 and no adjustments have been made to reflect the fair values, or recognize any
new assets or liabilities. The difference between the purchase consideration of ` 2,065 and the carrying amounts of the net assets
transferred of ` 209 has been adjusted to reserves. The financial information pertaining to the transfer of business is not material
and accordingly, financial statements of the Company in respect of the prior periods has not been restated. Details of the transfer of
business is as follows:
Particulars Amount
Property, plant and equipment, net 60
Intangible assets 64
Net working capital 85
Total net assets transferred 209
Purchase consideration 2,065
Excess of consideration over net assets transferred 1,856
Adjusted against:
a) Capital reserve 87
b) Retained earnings 1,769
44. Subsequent to the balance sheet date, the Company has agreed to acquire a 6.64% stake in COPE Healthcare Consulting Inc.,
USA (‘COPE’) pursuant to a Stock Purchase Agreement entered on April 4, 2022. COPE is a healthcare consulting, implementation
and co-management leader in population health management, value-based care and payment, workforce development and data
analytics.
46. The standalone financial statements are presented in ` in million. Those items which are required to be disclosed and which were
not presented in the standalone financial statement due to rounding off to the nearest ` in million are given below as applicable:
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial
statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended (‘Ind AS’), and other accounting principles generally accepted in India, of the consolidated state of
affairs of the Group as at March 31, 2022, and their consolidated profit, their consolidated total comprehensive income, their consolidated
cash flows and their consolidated changes in equity for the year ended on that date.
Information Other than the Financial Statements and Auditor’s Report Thereon
• The Parent’s Board of Directors is responsible for the other information. The other information comprises the information included in the
Message from the Chairman, Message from the Chief Executive Officer & Managing Director, Message from the Chief Financial Officer,
Management Discussion and Analysis, Business Responsibility Report, Director’s Report, Corporate Governance, Risk Management Report
and Global Presence but does not include the consolidated financial statements (including financial statements prepared in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board), standalone financial
statements and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and any other information
which is expected to form part of the annual report, which is expected to be made available to us after that date.
• Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
• In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and in doing so
consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.
• If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the
Directors of the Parent, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are
responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their
respective entities or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting
process of the Group.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Parent has adequate
internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether
the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of entities or business activities within the Group to
express an opinion on the consolidated financial statements. We remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii)
to evaluate the effect of any identified misstatements in the consolidated financial statements.
We communicate with those charged with governance of the Parent regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the consolidated financial statements of the current year and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements
have been kept so far as it appears from our examination of those books.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the
Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity dealt with by this Report are in
agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Parent as on March 31, 2022 taken on record by the
Board of Directors of the Parent, none of the directors of the Parent is disqualified as on March 31, 2022 from being appointed as a
director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such
controls, refer to our separate Report in “Annexure A” which is based on the auditor’s report of the Parent. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the
Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the
Group;
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
the Parent.
iv. (a) The Management of the Parent, as there are no subsidiaries incorporated in India, has represented that, to the best of it’s
knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Parent to or in any other
person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Parent (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.
(b) The Management of the Parent, as there are no subsidiaries incorporated in India, has represented that, to the best of it’s
knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Parent from
any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Parent shall, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material misstatement.
v. The interim dividend declared and paid by the Parent during the year is in compliance with section 123 of the act.
The final dividend proposed in the previous year, declared and paid by the Parent during the year is in accordance with section
123 of the Act, as applicable.
As stated in note 13.1 to the consolidated financial statements, the Board of Directors of the Parent have proposed final dividend
for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of proposed
dividend is in accordance with section 123 of the Act, as applicable.
i) With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 (“the Order”)
issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor’s report, according to the
information and explanations given to us, we report that CARO is applicable only to the Parent and to no other company included in
the consolidated financial statements. We have not reported any qualifications or adverse remarks in the CARO report of the Parent.
Monisha Parikh
Partner
(Membership No. 47840)
UDIN-22047840AHGEHG8820
Bengaluru, April 18, 2022
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2022, we have
audited the internal financial controls over financial reporting of Mindtree Limited (hereinafter referred to as “the Parent”), as of that date.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, based on our audit. We
conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance
Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to
fraud or error.
We believe that the audit evidence we have obtained and the audit evidence, is sufficient and appropriate to provide a basis for our audit
opinion on the internal financial controls system over financial reporting.
Opinion
In our opinion to the best of our information and according to the explanations given to us, the Parent has, in all material respects, an adequate
internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively
as at March 31, 2022, based on the criteria for internal financial control over financial reporting established by the respective companies
considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India.
Monisha Parikh
Partner
(Membership No. 47840)
UDIN-22047840AHGEHG8820
Bengaluru, April 18, 2022
Expenses
Employee benefits expense 21 63,278 51,132
Sub-contractor charges 10,788 5,730
Finance costs 23 502 504
Depreciation and amortization expenses 24 2,420 2,596
Other expenses 25 9,231 6,249
Total expenses 86,219 66,211
Reconciliation of liabilities from financing activities for the year ended March 31, 2022 ` in million
As at Proceeds/ As at
Fair value
Particulars April 1, Impact Repayment March 31,
changes
2021 of Ind AS 116 2022
Lease liabilities 5,377 1,024 (928) 84 5,557
Total liabilities from financing activities 5,377 1,024 (928) 84 5,557
Reconciliation of liabilities from financing activities for the year ended March 31, 2021 ` in million
As at Proceeds/ As at
Fair value
Particulars April 1, Impact Repayment March 31,
changes
2020 of Ind AS 116 2021
Long-term borrowings (including current portion) 5 - (5) - -
Lease liabilities 5,663 610 (837) (59) 5,377
Total liabilities from financing activities 5,668 610 (842) (59) 5,377
See accompanying notes to the consolidated financial statements
Reserves and surplus (refer note 13) Items of Other Comprehensive Income (refer note 13)
Capital General Special Economic Capital Securities Share option Retained Foreign Currency Effective portion of Other items of Total other
Particulars equity
reserve reserve Zone reinvestment redemption premium outstanding earnings Translation Cash Flow Other Comprehensive
reserve reserve account Reserve (FCTR) Hedges Income
Balance as at April 1, 2020 87 226 1,218 42 299 101 30,602 (416) (2,035) (202) 29,922
Profit for the year - - - - - - 11,105 - - - 11,105
Other comprehensive income (net of taxes) - - - - - - - - 3,387 (89) 3,298
Created during the year - - 848 - - - (848) - - - -
Utilised during the year - - (584) - - - 584 - - - -
Consolidated Financial Statements
Balance as at April 1, 2021 87 226 1,482 42 399 98 38,564 (416) 1,352 (291) 41,543
Profit for the year - - - - - - 16,529 - - - 16,529
Other comprehensive income (net of taxes)
- - - - - - - - 893 83 976
(refer note 29)
Created during the year - - 2,717 - - - (2,717) - - - -
Utilised during the year - - (1,927) - - - 1,927 - - - -
Transferred to securities premium on allotment
- - - - 108 (108) - - - - -
against stock options
Compensation cost related to employee share
- - - - - 430 - - - - 430
based payment (refer note 21)
Cash dividends (refer note 13.1) - - - - - - (4,531) - - - (4,531)
Impact on account of business combination
(87) - - - - - (1,769) - - - (1,856)
(refer note 43)
Balance as at March 31, 2022 - 226 2,272 42 507 420 48,003 (416) 2,245 (208) 53,091
See accompanying notes to the consolidated financial statements
As per our report of even date attached
For Deloitte Haskins & Sells For and on behalf of the Board of Directors of Mindtree Limited
Chartered Accountants
Firm’s Registration No.: 008072S
Monisha Parikh Ramamurthi Shankar Raman Debashis Chatterjee
Partner Non-Executive Director CEO & Managing Director
Membership No.: 47840 DIN: 00019798 DIN: 00823966
Place: Mumbai Place: Mumbai
The Company is a public limited company incorporated and domiciled in India and has its registered office at Bengaluru, Karnataka,
India and has offices in India, United States of America (USA), United Kingdom (UK), Japan, Singapore, Malaysia, Australia, Germany,
Switzerland, Sweden, United Arab Emirates (UAE), the Netherlands, Canada, Belgium, France, Ireland, Poland, Mexico, Republic of
China, Norway, Finland, Denmark, Spain and New Zealand. The Company has its primary listings on the Bombay Stock Exchange and
National Stock Exchange in India. The Company became a subsidiary of Larsen & Toubro Limited (L&T) with effect from July 2, 2019.
The consolidated financial statements were authorized for issuance by the Company’s Board of Directors on April 18, 2022.
ii. Certain financial assets and liabilities measured at fair value (refer accounting policy on financial instruments);
Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognized in
the period in which the estimates are revised and in any future periods affected. In particular, information about significant
areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on
the amounts recognized in the financial statements is included in the following notes:
(a) The Group uses the percentage of completion method using the input (cost expended) method to measure progress towards
completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total
expected contract revenue and costs. This method is followed when reasonably dependable estimates of the revenues and
costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future
costs to complete include estimates of future labour costs and productivity efficiencies. As the financial reporting of these
contracts depends on estimates that are assessed continually during the term of these contracts, recognized revenue and
profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred,
the loss is provided for in the period in which the loss becomes probable.
(b) Contracts with customers often include promises to transfer multiple products and services to a customer. Determining
whether products and services are considered distinct performance obligations that should be accounted for separately or
together requires significant judgment based on nature of the contract, transfer of control over the product or service, ability
of the product or service to benefit the customer on its own or together with other readily available resources and the ability
of the product or service to be separately identifiable from other promises in the contract.
The Group’s two major tax jurisdictions are India and USA, though the Group also files tax returns in other foreign jurisdictions.
Significant judgments are involved in determining the provision for income taxes, including the amount expected to be paid or
recovered in connection with uncertain tax positions. Also refer note 18.
(iii) Leases:
The Group considers all the extension-options under the commercial contract for determining the lease-term which forms the
basis for the measurement of right-of-use asset and the corresponding lease-liability.
The preparation of financial statements involves estimates and assumptions that affect the reported amount of assets, liabilities,
disclosure of contingent liabilities at the date of financial statements and the reported amount of revenues and expenses for the
reporting period. Specifically, the Group estimates the probability of collection of accounts receivable by analysing historical
payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition
of a customer deteriorates, additional allowances may be required. The stock compensation expense is determined based on
the Group’s estimate of equity instruments that will eventually vest.
The Group has considered internal and certain external sources of information including credit reports, economic forecasts
and industry reports, up to the date of approval of the financial statements in determining the impact on various elements
of its financial statements. The Group has used the principles of prudence in applying judgments, estimates and assumptions
including sensitivity analysis and based on the current estimates, the Group has accrued its liabilities and also expects to fully
recover the carrying amount of inventories, trade receivables, unbilled receivables, goodwill, intangible assets, investments and
derivatives. The eventual outcome of impact of the global health pandemic may be different from that estimated as on the date
of approval of these financial statements.
In preparing these consolidated financial statements, the Group has considered the impact of climate change risks on the
valuation of assets and liabilities and there is no material impact on the financial statements as on the reporting date.
Subsidiaries
The financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its
subsidiaries). Control exists when the parent has power over an investee, exposure or rights to variable returns from its involvement
with the investee and ability to use its power to affect those returns. Power is demonstrated through existing rights that give the
ability to direct relevant activities, those which significantly affect the entity’s returns. Subsidiaries are consolidated from the date
control commences until the date control ceases.
The financial statements of subsidiaries are consolidated on a line-by-line basis and intra-group balances and transactions including
unrealised gain/ loss from such transactions are eliminated upon consolidation. The financial statements are prepared by applying
uniform policies in use at the Group.
For the purposes of presenting the consolidated financial statements assets and liabilities of Group’s foreign operations with
functional currency different from the Company are translated into Company’s functional currency i.e. INR using exchange
rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange
rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the
dates of the transactions are used. Exchange differences arising, if any are recognised in other comprehensive income and
accumulated in equity.
On the disposal of foreign operation, all of the exchange differences accumulated in equity in respect of that operation
attributable to the owners of the Company are reclassified to the statement of profit and loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the exchange rate in effect at the balance sheet date.
Foreign currency gains and losses are reported on a net basis. This includes changes in the fair value of foreign exchange
derivative instruments, which are accounted at fair value through profit or loss.
For the purpose of subsequent measurement, financial instruments of the Group are classified in the following categories:
non-derivative financial assets comprising amortized cost, debt instruments at Fair Value Through Other Comprehensive
Income (FVTOCI), equity instruments at FVTOCI or Fair Value Through Profit and Loss account (FVTPL), non derivative financial
liabilities at amortized cost or FVTPL and derivative financial instruments (under the category of financial assets or financial
liabilities) at FVTPL.
The classification of financial instruments depends on the objective of the business model for which it is held. Management
determines the classification of its financial instruments at initial recognition.
A financial asset shall be measured at amortized cost if both of the following conditions are met:
(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows; and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
They are presented as current assets, except for those maturing later than 12 months after the reporting date which
are presented as non-current assets. Financial assets are measured initially at fair value plus transaction costs and
subsequently carried at amortized cost using the effective interest rate method, less any impairment loss.
Financial assets at amortized cost are represented by trade receivables, security deposits, cash and cash equivalents,
investment in term deposits, investment in debt securities, investment in commercial papers, employee and other
advances and eligible current and non-current assets.
Cash and cash equivalents comprise cash on hand and in banks and demand deposits with banks which can be withdrawn
at any time without prior notice or penalty on the principal.
For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand
deposits with banks, net of outstanding bank overdrafts that are repayable on demand, book overdrafts and are considered
part of the Group’s cash management system.
A debt instrument shall be measured at fair value through other comprehensive income if both of the following conditions
are met:
(a) the objective of the business model is achieved by both collecting contractual cash flows and selling financial assets;
and
Debt instruments included within FVTOCI category are measured initially as well as at each reporting period at fair value
plus transaction costs. Fair value movements are recognised in Other Comprehensive Income (OCI). However, the Group
recognises interest income, impairment losses & reversals and foreign exchange gain/(loss) in consolidated statement of
profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from
equity to profit and loss. Interest earned is recognised under the effective interest rate (EIR) method.
All equity instruments are measured at fair value. Equity instruments held for trading is classified as FVTPL. For all other
equity instruments, the Group may make an irrevocable election to present subsequent changes in the fair value in OCI. The
Group makes such election on an instrument-by-instrument basis.
If the Group decides to classify an equity instrument as FVTOCI, then all fair value changes on the instrument, excluding
dividend are recognised in OCI. There is no recycling of the amount from OCI to statement of profit and loss, even on sale
of the instrument. However, the Group may transfer the cumulative gain or loss within the equity.
FVTPL is a residual category for financial assets. Any financial asset which does not meet the criteria for categorization as at
amortized cost or as FVTOCI, is classified as FVTPL.
In addition, the Group may elect to designate the financial asset, which otherwise meets amortized cost or FVTOCI criteria,
as FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency.
Financial assets included within the FVTPL category are measured at fair values with all changes recorded in the statement
of profit and loss.
Financial liabilities at amortized cost represented by borrowings, trade and other payables are initially recognized at fair
value, and subsequently carried at amortized cost using the effective interest rate method.
Financial liabilities at FVTPL represented by contingent consideration are measured at fair value with all changes recognised
in the consolidated statement of profit and loss.
The Group holds derivative financial instruments such as foreign exchange forward contracts and option contracts to mitigate
the risk of changes in foreign exchange rates on foreign currency assets or liabilities and forecasted cash flows denominated in
foreign currencies. The counterparty for these contracts is generally a bank.
Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in statement of profit and
loss.
(i) Cash flow hedges: Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge
are recognized in other comprehensive income and presented within equity in the cash flow hedging reserve to the extent
that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the consolidated
statement of profit and loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold,
terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously
recognized in the cash flow hedging reserve is transferred to the consolidated statement of profit and loss upon the
occurrence of the related forecasted transaction. The Group separates the intrinsic value and time value of an option and
designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time
value and intrinsic value of an option is recognised in other comprehensive income and accounted as a separate component
of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and
loss.
(ii) Others: Changes in fair value of foreign currency derivative instruments not designated as cash flow hedges and the
ineffective portion of cash flow hedges are recognized in the consolidated statement of profit and loss and reported within
foreign exchange gains/(losses).
The Group derecognises a financial asset when the contractual rights to the cash flow from the financial asset expire or it
transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. If the Group retains substantially
all the risks and rewards of a transferred financial asset, the Group continues to recognise the financial asset and recognises a
borrowing for the proceeds received.
A financial liability (or a part of a financial liability) is derecognised from the Group’s balance sheet when the obligation specified
in the contract is discharged or cancelled or expires.
(a) Recognition and measurement: Property, plant and equipment are measured at cost or its deemed cost less accumulated
depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset.
(b) Depreciation: The Group depreciates property, plant and equipment over the estimated useful life on a straight-line basis from
the date the assets are available for use. Leasehold improvements are amortized over the lower of estimated useful life and
lease term. The estimated useful lives of assets for the current and comparative period of significant items of property, plant
and equipment are as follows:
Category Useful life
Buildings 5 - 30 years
Leasehold improvements 5 years
Plant and machinery 1 - 4 years
Office equipment 4 years
Computers 2 - 4 years
Electrical installations 3 years
Furniture and fixtures 5 years
Vehicles 4 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is
capitalized only when it is probable that future economic benefits associated with these will flow to the Group and the cost of
the item can be measured reliably. Repairs and maintenance costs are recognized in the consolidated statement of profit and
loss when incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or
disposition of the asset and the resultant gains or losses are recognized in the consolidated statement of profit and loss.
Amounts paid towards the acquisition of property, plant and equipment outstanding as of each reporting date and the cost of
property, plant and equipment not ready for intended use before such date are disclosed under capital advances and capital
work-in-progress (CWIP) respectively.
Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over
their respective estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated
useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand,
competition and other economic factors (such as the stability of the industry and known technological advances) and the level
of maintenance expenditures required to obtain the expected future cash flows from the asset.
The estimated useful lives of intangible assets for the current and comparative period are as follows:
Acquisitions which satisfy the optional concentration test as per Ind AS 103 are considered as asset acquisitions and no
goodwill is recognised. Purchase consideration is allocated to the identifiable assets based on their relative fair values. All other
acquisitions are treated as business combinations.
Business combinations other than through common control transactions are accounted for using the purchase (acquisition)
method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent consideration.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially
at their fair value on the date of acquisition.
Business combinations through common control transactions are accounted on a pooling of interests method. No adjustments
are made to reflect the fair values, or recognise any new assets or liabilities, except to harmonise accounting policies. The identity
of the reserves are preserved and the reserves of the transferor becomes the reserves of the transferee. The difference between
consideration paid and the net assets acquired, if any, is recorded under capital reserve / retained earnings, as applicable.
Transaction costs incurred in connection with a business combination are expensed as incurred. The cost of an acquisition also
includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the
fair value of contingent consideration classified as liabilities, other than measurement period adjustments, are recognised in
the statement of profit and loss.
(b) Goodwill
The excess of the cost of acquisition over the Group’s share in the fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities is recognized as goodwill. If the excess is negative, it is considered as a bargain purchase gain.
Ind AS 103 requires the identifiable intangible assets and contingent consideration to be fair valued in order to ascertain
the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree. Significant estimates are required
to be made in determining the value of contingent consideration and intangible assets. These valuations are conducted by
independent valuation experts.
(vii) Leases
The Group’s lease asset classes primarily consist of leases for land and buildings. The Group, at the inception of a contract,
assesses whether the contract is a lease or not lease. A contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset, obtain substantially all the economic benefit from use of the identified asset and direct the use of
the identified asset for a time in exchange for a consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before
the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end
of the lease term. The Group applies Ind AS 36 to determine whether a right-of-use asset is impaired and accounts for any
identified impairment loss as described under impairment of non-financial assets in (ix)(b) below.
The Group determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to
extend the lease, where the Group is reasonably certain to exercise that option and periods covered by an option to terminate
the lease if the Group is reasonably certain not to exercise the option.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the Group’s incremental borrowing rate. After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for the lease payments made. The lease liability is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate
of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it
will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the
right-of-use asset has been reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12
months or less and leases of low-value assets (assets of less than USD 5,000 in value). The Group recognises the lease payments
associated with these leases as an expense over the lease term.
(viii) Inventories
Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is
determined using the weighted average method. Cost comprises of all costs of purchase and other costs incurred in bringing the
inventory to its present location and condition.
(ix) Impairment
(a) Financial assets
In accordance with Ind AS 109, the Group applies Expected Credit Loss (ECL) model for measurement and recognition of
impairment loss. The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables.
The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment
loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has
been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL
is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent
period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial
recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
Lifetime ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within
12-months after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the
cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows,
an entity is required to consider:
(i) All contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial
instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the
entity is required to use the remaining contractual term of the financial instrument;
(ii) Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
As a practical expedient, the Group uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The
provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted
for forward-looking estimates. At regular intervals, the historically observed default rates are updated and changes in forward-
looking estimates are analysed. In addition to the historical pattern of credit loss, the Group has considered the likelihood of
increased credit risk and consequential default by customers including revisions in the credit period provided to the customers.
In making this assessment, the Group has considered current and anticipated future economic conditions relating to industries/
business verticals that the Group deals with and the countries where it operates. In addition the Group has also considered
credit reports and other credit information for its customers to estimate the probability of default in future and has taken into
account estimates of possible effect from the pandemic relating to COVID -19. The Group believes that the carrying amount of
allowance for expected credit loss with respect to trade receivables, unbilled revenue and other financial assets is adequate.
ECL impairment loss allowance (or reversal) is recognised as an income/expense in the consolidated statement of profit and loss
during the year. This amount is reflected under other expenses in the consolidated statement of profit and loss. The balance
sheet presentation for various financial instruments is described below:
Financial assets measured at amortized cost, contractual revenue receivable: ECL is presented as an allowance, i.e. as an integral
part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset
meets write off criteria, the Group does not reduce impairment allowance from the gross carrying amount.
The Group assesses at each reporting date whether there is any objective evidence that a non-financial asset or a Group of non-
financial assets is impaired. If any such indication exists, the Group estimates the amount of impairment loss.
An impairment loss is calculated as the difference between an asset’s carrying amount and the recoverable amount. Losses are
recognised in the consolidated statement of profit and loss and reflected in an allowance account. When the Group considers
that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment
loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was
recognised, then the previously recognised impairment loss is reversed through consolidated statement of profit and loss.
The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the
purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
Goodwill is tested for impairment on an annual basis and whenever there is an indication that goodwill may be impaired,
relying on a number of factors including operating results, business plans and future cash flows. For the purpose of impairment
testing, goodwill acquired in a business combination is allocated to the Group’s cash generating units (CGU) or groups of CGU’s
expected to benefit from the synergies arising from the business combination. A CGU is the smallest identifiable group of assets
that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment
occurs when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the CGU. The
recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. Value-in-use is the present value
of future cash flows expected to be derived from the CGU.
Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the
other assets of the CGU prorata on the basis of the carrying amount of each asset in the CGU. An impairment loss on goodwill is
recognised in consolidated statement of profit and loss and is not reversed in the subsequent period.
The Group participates in various employee benefit plans. Post-employment benefits are classified as either defined contribution
plans or defined benefit plans. Under a defined contribution plan, the Group’s only obligation is to pay a fixed amount with no
obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related
actuarial and investment risks fall on the employee. The expenditure for defined contribution plans is recognized as expense
during the period when the employee provides service. Under a defined benefit plan, it is the Group’s obligation to provide
agreed benefits to the employees. The related actuarial and investment risks fall on the Group. The present value of the defined
benefit obligations is calculated using the projected unit credit method.
Employer contributions payable to social security plans, which are defined contribution schemes, are charged to the consolidated
statement of profit and loss in the period in which the employee renders services.
(b) Gratuity
In accordance with the Payment of Gratuity Act, 1972, the Group provides for a lump sum payment to eligible employees, at
retirement or termination of employment based on the last drawn salary and years of employment with the Group. The gratuity
fund is managed by the Life Insurance Corporation of India (LIC), ICICI Prudential Life Insurance Company and SBI Life Insurance
Company. The Group’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on
actuarial valuation using the projected unit credit method.
Actuarial gains or losses are recognized in other comprehensive income. Further, the profit or loss does not include an expected
return on plan assets. Instead net interest recognized in profit or loss is calculated by applying the discount rate used to measure
the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below
the discount rate is recognized as part of re-measurement of net defined liability or asset through other comprehensive income.
Remeasurements comprising of actuarial gains or losses and return on plan assets (excluding amounts included in net interest
on the net defined benefit liability) are not reclassified to statement of profit and loss in subsequent periods.
The employees of the Group are entitled to compensated absences. The employees can carry forward a portion of the unutilised
accumulating compensated absences and utilise it in future periods or receive cash at retirement or termination of employment.
The Group records an obligation for compensated absences in the period in which the employee renders the services that
increases this entitlement. The Group measures the expected cost of compensated absences as the additional amount that
the Group expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The
Group recognizes accumulated compensated absences based on actuarial valuation. Non-accumulating compensated absences
are recognized in the period in which the absences occur. The Group recognizes actuarial gains and losses immediately in the
statement of profit and loss.
Employees of the Group receive remuneration in the form of equity settled instruments, for rendering services over a defined
vesting period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant.
The expense is recognized in the consolidated statement of profit and loss with a corresponding increase to the share based
payment reserve, a component of equity.
The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is
expensed over the vesting period of the respective tranches of such grants (accelerated amortization). The stock compensation
expense is determined based on the Group’s estimate of equity instruments that will eventually vest.
The fair value of the amount payable to the employees in respect of phantom stocks, which are settled in cash, is recognized as
an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally
entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the
phantom stock options plan. Any changes in the liability are recognized in consolidated statement of profit and loss.
(xii) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the
end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract are lower
than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured
at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract.
(xiii) Revenue
The Group derives revenue primarily from software development and related services. Revenue is measured based on the
consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.
Revenue from customer contracts are considered for recognition and measurement when the contract has been
approved by the parties to the contract, the parties to contract are committed to perform their respective obligations
under the contract, and the contract is legally enforceable. Revenue is recognised upon transfer of control of promised
products or services to customers in an amount that reflects the consideration the Group expects to receive in
exchange for those products or services. To recognise revenues, the Group applies the following five step approach:
(1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction
price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognise revenue when a
performance obligation is satisfied. When there is uncertainty as to collectability, revenue recognition is postponed until such
uncertainty is resolved.
At contract inception, the Group assesses its promise to transfer products or services to a customer to identify separate
performance obligations. The Group applies judgement to determine whether each product or service promised to a customer is
capable of being distinct, and are distinct in the context of the contract, if not, the promised products or services are combined
and accounted as a single performance obligation. The Group allocates the arrangement consideration to separately identifiable
performance obligations based on their relative stand-alone selling price or residual method. Stand-alone selling prices are
determined based on sale prices for the components when it is regularly sold separately, in cases where the Group is unable to
determine the stand-alone selling price the Group uses third-party prices for similar deliverables or the Group uses expected
cost-plus margin approach in estimating the stand-alone selling price.
The Group recognizes revenue when it transfers control over a product or a service to a customer. The method for recognizing
revenues and costs depends on the nature of the services rendered:
If the Group does not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues
and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is probable.
When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the consolidated
statement of profit and loss in the period in which such losses become probable based on the current contract estimates.
In arrangements for software development and related services and maintenance services, the Group applies the guidance in Ind
AS 115, ‘Revenue from Contracts with Customers’, by applying the revenue recognition criteria for each of the distinct performance
obligation. The arrangements generally meet the criteria for considering software development and related services as distinct
performance obligation. For allocating the consideration, the Group measures the revenue in respect of distinct performance
obligation at its standalone selling price, in accordance with principles given in Ind AS 115.
The Group accounts for variable considerations like, volume discounts, rebates, pricing incentives to customers and penalties
as reduction of revenue on a systematic and rational basis over the period of the contract. The Group estimates an amount of
such variable consideration using expected value method or the single most likely amount in a range of possible consideration
depending on which method better predicts the amount of consideration to which the Group may be entitled and when it is
probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty associated with the
variable consideration is resolved.
Revenues are shown net of sales tax, value added tax, service tax, goods and services tax and applicable discounts and allowances.
The Group accrues the estimated cost of post contract support services at the time when the revenue is recognized. The accruals are
based on the Group’s historical experience of material usage and service delivery costs.
Incremental costs that relate directly to a contract and incurred in securing a contract with a customer are recognised as an asset
when the Group expects to recover these costs and amortized over the contract term.
The Group recognises contract fulfilment cost as an asset if those costs specifically relate to a contract or to an anticipated contract,
the costs generate or enhance resources that will be used in satisfying performance obligations in future; and the costs are expected
to be recovered. The asset so recognised is amortized on a systematic basis consistent with the transfer of goods or services to
customer to which the asset relates.
The Group assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments to
determine whether a significant financing component exists. As a practical expedient, the Group does not assess the existence
of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the
difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is
deemed to exist.
Estimates of transaction price and total costs or efforts are continuously monitored over the term of the contract and are recognised
in net profit in the period when these estimates change or when the estimates are revised. Revenues and the estimated total costs
or efforts are subject to revision as the contract progresses.
‘Unbilled revenues’ represent cost and earnings in excess of billings as at the end of the reporting period.
‘Unearned revenues’ represent billing in excess of revenue recognized. Advance payments received from customers for which no
services are rendered are presented as ‘Advance from customers’.
Finance expenses consist of interest expense on loans, borrowings and lease liabilities. Borrowing costs are recognized in the
consolidated statement of profit and loss using the effective interest rate method.
Deferred income tax asset is recognized to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for all taxable temporary differences, except in respect of taxable temporary
differences that is expected to reverse within the tax holiday period.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset
is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
The Group offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets
against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or
on different taxable entities where there is a right and an intention to settle the current tax liabilities and assets on a net basis
or their tax assets and liabilities will be realised simultaneously.
Diluted EPS is computed by dividing the net profit after tax by the weighted average number of equity shares considered for
deriving basic EPS and also weighted average number of equity shares that could have been issued upon conversion of all
dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless
issued at a later date. Dilutive potential equity shares are determined independently for each year presented. The number of
equity shares and potentially dilutive equity shares are adjusted for bonus shares, as appropriate.
(i) the Group will comply with the conditions attached to them; and
Government grants related to revenue are recognised on a systematic basis in the consolidated statement of profit and loss
over the periods necessary to match them with the related costs which they are intended to compensate. Such grants are
deducted in reporting the related expense. When the grant relates to an asset, it is recognized as income over the expected
useful life of the asset.
Where the Group receives non-monetary grants, the asset is accounted for on the basis of its acquisition cost. In case a non-
monetary asset is given free of cost it is recognised at a fair value. When loan or similar assistance are provided by government
or related institutions, with an interest rate below the current applicable market rate, the effect of this favourable interest is
recognized as government grant. The loan or assistance is initially recognized and measured at fair value and the government
grant is measured as the difference between the initial carrying value of the loan and the proceeds received. A repayment
of government grant is accounted for as a change in accounting estimate. Repayment of grant is recognised by reducing the
deferred income balance, if any and the rest of the amount is charged to statement of profit and loss.
Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting
Standards) Amendment Rules, 2022, applicable from April 1, 2022, as below:
The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets
acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial
Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India
at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Group does not expect
the amendment to have any significant impact in its financial statements.
The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received
from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise
such sales proceeds and related cost in profit or loss. The Group does not expect the amendments to have any impact in its
recognition of its property, plant and equipment in its financial statements.
The amendments specify that that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs
that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour,
materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification
and the Group does not expect the amendment to have any significant impact in its financial statements.
The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS 109 in assessing whether
to derecognise a financial liability. The Group does not expect the amendment to have any significant impact in its financial
statements.
316
3. Property, plant and equipment
Leasehold Plant and Office Electrical Furniture
Particulars Land Buildings Computers Vehicles Total
improvements machinery equipment installations and fixtures
Gross carrying value
At April 1, 2020 33 3,252 1,958 219 1,182 4,013 835 580 9 12,081
Additions - 22 16 - 18 511 7 1 - 575
Reclassification (refer note 40) - (434) 434 - - - - - - -
Disposals / adjustments - - (28) - (97) (120) (23) (2) - (270)
At March 31, 2021 33 2,840 2,380 219 1,103 4,404 819 579 9 12,386
Consolidated Financial Statements
Accumulated depreciation
At April 1, 2020 - 1,655 1,410 218 958 3,273 756 407 4 8,681
Depreciation expense - 162 183 1 91 379 49 55 2 922
Reclassification (refer note 40) - (396) 396 - - - - - - -
Disposals / adjustments - - (25) - (88) (119) (23) (1) - (256)
At March 31, 2021 - 1,421 1,964 219 961 3,533 782 461 6 9,347
At April 1, 2021 - 1,421 1,964 219 961 3,533 782 461 6 9,347
Effect of common control business
- - - 5 1 5 - 1 - 12
combination (refer note 43)
Depreciation expense - 138 171 10 84 604 34 43 2 1,086
Disposals / adjustments - (1) (1) - (3) (244) (27) (2) - (278)
At March 31, 2022 - 1,558 2,134 234 1,043 3,898 789 503 8 10,167
As on the date of the balance sheet, there are no capital work-in-progress projects whose completion is overdue or has exceeded the
cost, based on approved plan.
5. Right-of-use assets
Accumulated depreciation
At April 1, 2020 8 921 929
Depreciation expense 1 1,080 1,081
Disposals / adjustments - (76) (76)
At March 31, 2021 9 1,925 1,934
318
(a) Goodwill and other intangible assets
Other intangible assets
Total other
Business Non
Particulars Goodwill Intellectual Customer Vendor Computer intangible
alliance compete Tradename Technology
property relationships relationships software assets
relationships agreement
Gross carrying value
At April 1, 2020 4,7302 67 72 1,329 56 745 306 262 1,194 4,031
Additions - - - - - - - - 48 48
At March 31, 2020 4,732 67 72 1,329 56 745 306 262 1,242 4,079
Accumulated amortization
At April 1, 2020 - 67 72 1,231 52 427 140 124 1,159 3,272
Amortization expense - - - 98 4 150 166 138 37 593
At March 31, 2020 - 67 72 1,329 56 577 306 262 1,196 3,865
b) Impairment
Following is a summary of changes in the carrying amount of goodwill:
As at As at
Particulars
March 31, 2022 March 31, 2021
Carrying value at the beginning of the year 4,732 4,732
Carrying value at the end of the year 4,732 4,732
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the Cash Generating Units (CGU)
or groups of CGUs, which benefit from the synergies of the acquisition. The Chief Operating Decision Maker reviews the goodwill for
any impairment at the operating segment level, which is represented through groups of CGUs.
The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. The fair value of a CGU is
determined based on the market capitalization. The value-in-use is determined based on specific calculations. These calculations use
pre-tax cash flow projections over a period of five years, based on financial budgets approved by management and an average of the
range of each assumption mentioned below.
The Group does its impairment evaluation on an annual basis and based on such evaluation as of March 31, 2022, the estimated
recoverable amount of the CGU exceeded its carrying amount, hence impairment is not triggered. The Group has performed sensitivity
analysis for all key assumptions, including the cash flow projections, consequent to the change in estimated future economic
conditions arising from the possible effects due to COVID-19 and is unlikely to cause the carrying amount of the CGU exceed its
estimated recoverable amount. The key assumptions used for the calculations were as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
Discount rate 14.1% - 18.9% 14.2% - 18.5%
The above discount rate is based on the Weighted Average Cost of Capital (WACC) of the Group. These estimates are likely to differ
from future actual results of operations and cash flows.
The goodwill on acquisition of subsidiaries, which have since merged with the Company, has been allocated as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
RCM 2,442 2,442
BFSI 1,179 1,179
CMT 1,037 1,037
TTH 74 74
HCARE - -
Total 4,732 4,732
7. Financial assets
7.1 Investments
As at As at
Particulars March 31, 2022 March 31, 2021
No of units Amount No of units Amount
i) Investments in equity instruments (unquoted)
Equity shares in Careercommunity.com Limited - - 2,400 -
Equity shares of ` 1 each in NuvePro Technologies Private Limited 950,000 1 950,000 1
As at As at
Particulars March 31, 2022 March 31, 2021
No of units Amount No of units Amount
iii) Investments in non-convertible bonds/ debentures (quoted)
Secured redeemable non-convertible debentures of ` 1,000,000 each in
200 215 100 112
LIC Housing Finance Limited
Unsecured redeemable non-convertible debentures of ` 1,000,000 each
200 211 100 106
in Tata Capital Limited
Secured redeemable non-convertible debentures of ` 1,000,000 each in
100 101 100 102
Bajaj Finance Limited
Unsecured redeemable non-convertible non-cumulative taxable bonds
350 394 200 224
of ` 1,000,000 each in PFC Limited
Unsecured redeemable non-convertible taxable bonds of ` 1,000,000
250 286 200 234
each in Rural Electrification Corporation Limited
Zero coupon bonds of ` 1,000,000 each in HDB Financial Services Limited 100 106 - -
Unsecured redeemable non-convertible debentures of ` 1,000,000 each
100 105 - -
in M&M Financial Services Limited
Secured redeemable non-convertible debentures of ` 10,000,000 each
5 56 - -
in HDFC Limited
Total 1,474 778
As at As at
Particulars
March 31, 2022 March 31, 2021
Security deposits 677 476
Derivative financial instruments 1,787 1,225
Total 2,464 1,701
As at As at
Particulars
March 31, 2022 March 31, 2021
Capital advances 12 39
Advance income-tax including tax deducted at source (net of provision for taxes) 1,219 1,593
Prepaid expenses 39 14
Service tax receivable 11 11
Others 5 8
Total 1,286 1,665
Current assets
9. Inventories
As at As at
Particulars
March 31, 2022 March 31, 2021
Project-related inventories 41 -
Total 41 -
The Group uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The provision matrix is based on
its historically observed default rates over the expected life of the trade receivables and is adjusted for forward- looking estimates.
At regular intervals, the historically observed default rates are updated and changes in forward-looking estimates are analysed. The
Group estimates the following matrix at the reporting date.
Ageing
Particulars 1-90 91-180 181-360 More than
days days days 360 days*
Default rate as at March 31, 2022 0.5% 3.2% 18.2% 70.5%
Default rate as at March 31, 2021 0.2% 4.3% 21.8% 56.0%
*In case of probability of non-collection, default rate is 100%
As at As at
a) Particulars
March 31, 2022 March 31, 2021
Authorised
800,000,000 (March 31, 2021 : 800,000,000) equity shares of ` 10 each 8,000 8,000
Issued, subscribed and paid-up capital
164,833,772 (March 31, 2021 : 164,719,766) equity shares of ` 10 each fully paid 1,648 1,647
Total 1,648 1,647
b) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year are as given below:
As at As at
March 31, 2022 March 31, 2021
Particulars
Number of Number of
` `
shares shares
Number of shares outstanding at the beginning of the year 164,719,766 1,647 164,574,066 1,646
Add: Shares issued on exercise of stock options and restricted shares 114,006 1 145,700 1
Number of shares outstanding at the end of the year 164,833,772 1,648 164,719,766 1,647
c) The Company has only one class of shares referred to as equity shares having a par value of ` 10 each.
Each holder of the equity share, as reflected in the records of the Company as of the date of the shareholders meeting, is entitled to
one vote in respect of each share held for all matters submitted to vote in the shareholders meeting.
The Company declares and pays dividends in Indian rupees and foreign currency. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the
Company after distribution of amounts payable to preference shareholders. However, no such preference shares exist currently. The
distribution will be in proportion to the number of equity shares held by the shareholders.
d) Equity shareholder holding more than 5 percent of equity shares along with the number of equity shares held at the beginning and
at the end of the year are as given below:
As at As at
March 31, 2022 March 31, 2021
Name of the shareholder
Number of Number of
% %
shares shares
Larsen & Toubro Limited (Promoter) 100,527,734 60.99% 100,527,734 61.03%
i) Pursuant to the approval of the Board and the Administrative Committee at its meetings held on June 28, 2017 and July 20, 2017
respectively, the Company bought back 4,224,000 equity shares of ` 10 each on a proportionate basis, at a price of ` 625 per
equity share for an aggregate consideration of ` 2,640 (Rupees Two thousand six hundred and forty million only), and completed
the extinguishment of the equity shares bought back. Capital redemption reserve has been created to the extent of nominal
value of share capital extinguished amounting to ` 42. The buyback and creation of capital redemption reserve was effected by
utilizing the securities premium and free reserves.
ii) The Company has not allotted any equity shares as fully paid up without payment being received in cash.
f) Shareholding of promoters:
The Company instituted the Employees Stock Option Plan (‘ESOP’) in fiscal 2000, which was approved by the Board of Directors (‘the
Board’). The Company administers below mentioned restricted stock purchase plan and stock options plan.
The weighted average fair value of each unit under the above mentioned ERSP 2012 plan was ` 873.36 using the Black-Scholes
model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price 873.36
Weighted average exercise price ` 10
Dividend yield % 0.42%
Expected life 1-2 years
Risk free interest rate 5.56%
Volatility 35.15%
The ESOP Trust shall subscribe to the equity shares of the Company using the proceeds from loans obtained from the Company,
other cash inflows from allotment of shares to employees under the ESOP Plan, to the extent of number of shares as is necessary for
transferring to the employees. The NRC shall determine the exercise price which will not be less than the face value of the shares.
Options under this program are granted to employees at an exercise price periodically determined by the NRC. All stock options
have a four-year vesting term. The options vest and become fully exercisable at the rate of 25% each over a period of 4 years
from the date of grant. Each option is entitled to 1 equity share of ` 10 each. These options are exercisable within 6 years from
the date of vesting.
The options outstanding as at March 31, 2022 have an exercise price of ` 10 (As at March 31, 2021: NA) and a weighted average
remaining contractual life of 1.88 years (As at March 31, 2021: NA).
The weighted average fair value of each option under the above mentioned Series A of ESOP 2021 plan was ` 2,965.70 using the
Black-Scholes model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price ` 2,984.23
Exercise price ` 10
Dividend yield % 0.10%
Expected life 1-4 years
Risk free interest rate 4.88%
Volatility 34.68%
The options outstanding as at March 31, 2022 have an exercise price of ` 3,290.65 (As at March 31, 2021: NA) and a weighted
average remaining contractual life of 1.99 years (As at March 31, 2021: NA).
The weighted average fair value of each option under the above mentioned ESOP 2021 plan was ` 926.45 using the Black-Scholes
model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price ` 3,411.29
Exercise price ` 3,290.65
Dividend yield % 0.11%
Expected life 1-4 years
Risk free interest rate 4.94%
Volatility 34.29%
On May 22, 2021, the shareholders of the Company, through postal ballot, have approved the Grant of loan to Mindtree Employee
Welfare Trust (‘ESOP Trust’), the value of which, shall not exceed the statutory ceiling of five (5%) percent of the paid-up capital
and free reserves of the Company as on March 31, 2021. Further, the Company has obtained in-principle approval for listing of
upto a maximum of 2,000,000 equity shares of ` 10 each to be issued under ESOP 2021 from NSE and BSE on June 10, 2021 and
June 14, 2021 respectively. The trust deed was executed effective May 25, 2021 and registered on August 24, 2021.
The Board of Directors at its meeting held on April 16, 2021 had recommended a final dividend of 175% (` 17.5 per equity share of par
value ` 10 each) for the financial year ended March 31, 2021 which was approved by the shareholders at the Annual General Meeting
held on July 13, 2021. The aforesaid divident was paid during the year ended March 31, 2022. The Board of Directors have
recommended a final divident of 270% (` 27 per equity share of par value of ` 10 each) for the financial year ended
March 31, 2022 which is subject to the approval of shareholders at the Annual General Meeting.
Non-current liabilities
14. Financial liabilities
14.1 Other financial liabilities
As at As at
Particulars
March 31, 2022 March 31, 2021
Derivative financial instruments 1 -
Employee benefits payable - 4
Others (Security deposits for sub-lease) 3 2
Total 4 6
Current liabilities
15. Financial liabilities
15.1 Trade payables ageing schedule
As at As at
Particulars
March 31, 2022 March 31, 2021
Book overdrafts - -
Unclaimed dividends 28 25
Employee benefits payable 5,594 4,673
Derivative financial instruments 12 33
Capital creditors 261 61
Margin money - 386
Liability towards transfer of business (refer note 43) 990 -
Others - 72
Total 6,885 5,250
The disclosure of provisions movement as required under the provisions of Ind AS 37 is as follows:-
The reconciliation between the provision of income tax of the Group and amounts computed by applying the Indian statutory income
tax rate to profit before taxes is as follows:
The tax rates under Indian Income Tax Act, for the year ended March 31, 2022 and March 31, 2021 was 34.94%.
Deferred tax
Deferred tax assets/(liabilities) as at March 31, 2022 in relation to:
Recognised
As at April 1, Recognised in in Other As at March 31,
Particulars
2021 profit and loss Comprehensive 2022
Income
Property, plant and equipment 657 (185) - 472
Right-of-use assets net of lease liabilities 167 33 - 200
Allowance for expected credit losses 105 (11) - 94
Provision for compensated absences 289 62 - 351
Intangible assets (48) (15) - (63)
Net gain on fair value of investments (322) (37) - (359)
Effective portion of cash flow hedges (726) - (480) (1,206)
Others 229 121 - 350
Total 351 (32) (480) (161)
The Group has not created deferred tax assets on the following:
As at As at
Particulars
March 31, 2022 March 31, 2021
Unused tax losses (long term capital loss) which expire in:
-FY 2021-22 18 48
-FY 2022-23 28 28
-FY 2023-24 22 22
Unused tax losses of foreign jurisdiction 79 94
The Group has units at Bengaluru, Hyderabad, Chennai and Bhubaneshwar registered as Special Economic Zone (SEZ) units which are
entitled to a tax holiday under Section 10AA of the Income Tax Act, 1961.
The Group also has STPI units at Bengaluru and Pune which are registered as 100 percent Export Oriented Units, which were earlier
entitled to a tax holiday under Section 10B and Section 10A of the Income Tax Act, 1961.
A portion of the profits of the Group’s India operations are exempt from Indian income taxes being profits attributable to export
operations from undertakings situated in Special Economic Zone (SEZ). Under the Special Economic Zone Act, 2005 scheme, units
in designated Special Economic Zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of
profits or gains derived from the export of services for the first five years from the commencement of provision of services and 50
percent of such profits and gains for a further five years. Certain tax benefits are also available for a further five years subject to the
unit meeting defined conditions.
Dividend income from certain category of investments is exempt from tax. The difference between the reported income tax expense
and income tax computed at statutory tax rate is primarily attributable to income exempt from tax.
Pursuant to the changes in the Indian income tax laws in fiscal year 2007, Minimum Alternate Tax (MAT) has been extended to income
in respect of which deduction is claimed under the tax holiday schemes discussed above; consequently, the Company has calculated
its tax liability for current domestic taxes after considering MAT, as applicable. The excess tax paid under MAT provisions over and
above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions.
The Group is also subject to tax on income attributable to its permanent establishments in foreign jurisdictions due to operation of
its foreign branches and subsidiaries.
As at As at
Particulars
March 31, 2022 March 31, 2021
Within 1 year 54,847 23,149
1-3 years 21,183 17,707
More than 3 years 2,195 3,213
The Group has applied practical expedient and has not disclosed information about remaining performance obligations in contracts
where the original contract duration is one year or less or where the entity has the right to consideration that corresponds directly
with the value of entity’s performance completed to date. The above revenue is subject to change in transaction price, if any.
The Group has evaluated the impact of COVID – 19 resulting from (i) the possibility of constraints to render services which may require
revision of estimations of costs to complete the contract because of additional efforts (ii) onerous obligations (iii) penalties relating to
breaches of service level agreements and (iv) termination or deferment of contracts by customers. The Group has concluded that the
impact of COVID – 19 is not material based on such evaluation. Due to the nature of the pandemic, the Group will continue to monitor
developments to identify significant uncertainties relating to revenue in future periods.
22. Gratuity
Amount recognized in the statement of profit and loss in respect of gratuity cost (defined benefit plan) is as follows:
The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and
other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets is based on
expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.
The following table sets out the status of the gratuity plan.
As at As at
Particulars
March 31, 2022 March 31, 2021
Change in defined benefit obligations
Obligations at the beginning of the year 1,408 1,071
Service cost 377 234
Interest cost 82 67
Benefits settled (257) (124)
Adjustment towards transfer of business (refer note 43) 7 -
Actuarial (gain)/loss - experience (36) 2
Actuarial (gain)/loss – demographic assumptions 12 (23)
Actuarial (gain)/loss – financial assumptions (62) 181
Obligations at the end of the year 1,531 1,408
Change in plan assets
Plan assets at the beginning of the year, at fair value 1,325 789
Interest income on plan assets 77 50
Adjustment towards transfer of business (refer note 43) 7 -
Return on plan assets greater/(lesser) than discount rate 21 44
Contributions 143 561
Benefits settled (255) (119)
Plan assets at the end of the year, at fair value 1,318 1,325
Historical information :
As at As at As at As at As at
Particulars
March 31, 2022 March 31, 2021 March 31, 2020 March 31, 2019 March 31, 2018
Present value of defined benefit
(1,531) (1,408) (1,071) (874) (705)
obligation
Fair value of plan assets 1,318 1,325 789 644 564
Liability recognised (213) (83) (282) (230) (141)
The experience adjustments, meaning difference between changes in plan assets and obligations expected on the basis of actuarial
assumption and actual changes in those assets and obligations are as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
Experience adjustment on plan liabilities (36) 2
Experience adjustment on plan assets 22 44
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant,
would have affected the defined benefit obligation by the amounts shown below:
As at March 31, 2022 As at March 31, 2021
Particulars
Increase Decrease Increase Decrease
Discount rate (1% movement) (92) 103 (82) 92
Future salary growth (1% movement) 102 (93) 91 (83)
Withdrawal rate (1% movement) (13) 14 (12) 13
As at March 31, 2022 and March 31, 2021 100% of the plan assets were invested in insurer managed funds.
The Group has established an income tax approved irrevocable trust fund to which it regularly contributes to finance liabilities of the
plan. The fund’s investments are managed by certain insurance companies as per the mandate provided to them by the trustees and
the asset allocation is within the permissible limits prescribed in the insurance regulations.
Reconciliation of number of equity shares used in the computation of basic and diluted earnings per share is set out below:
b) During the year ended March 31, 2022, the Group received government grants amounting to ` 1 from governments of various
countries on compliance of several employment-related conditions consequent to the outbreak of COVID-19 pandemic and
accordingly, accounted as a credit to employee benefits expense (refer note 21). (For the year ended March 31, 2021, ` 69) .
30. Leases
a) Group as a lessee
Leases not yet commenced to which the Company is committed, amounts to ` 349 as at March 31, 2022 for a lease term of 2 to
5.5 years. (As at March 31, 2021: ` 839 for a lease term of 10 years).
b) Group as a lessor
The Group has sublet few of the leased premises. Lease rental income under such non-cancellable operating lease during the
year ended March 31, 2022 amounted to ` 30 (For the year ended March 31, 2021 amounted to ` 39).
As at As at
Particulars
March 31, 2022 March 31, 2021
Receivable – Not later than one year 28 26
Receivable – Later than one year and not later than five years 27 38
FVTOCI
Investment in equity instruments (unquoted) 1 1 1 1
Investment in preference shares (unquoted) 7 7 7 7
Derivative financial instruments - cash flow
3,460 2,088 3,460 2,088
hedge
FVTPL
Investments in mutual fund (quoted) 15,578 17,036 15,578 17,036
Investments in perpetual bonds (quoted) 314 314 314 314
Derivative financial instruments - fair value hedge 30 5 30 5
Total assets 61,624 45,472 61,624 45,472
Financial liabilities
Amortized cost
Lease liabilities 5,557 5,377 5,557 5,377
Trade payables 5,357 2,676 5,357 2,676
Other financial liabilities 6,876 5,223 6,876 5,223
FVTOCI
Derivative financial instruments - cash flow
8 2 8 2
hedge
FVTPL
Derivative financial instruments - fair value hedge 5 31 5 31
Total liabilities 17,803 13,309 17,803 13,309
The Management assessed that fair value of cash and short-term deposits, trade receivables, other current financial assets, lease
liabilities, trade payables, book overdrafts and other current financial liabilities approximate their carrying amounts largely due to
the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale. The fair-value of the financial-instruments factor the
uncertainties arising out of COVID-19, where applicable.
The following methods and assumptions were used to estimate the fair values:
i) Long-term fixed-rate and variable-rate receivables/borrowings are evaluated by the Group based on parameters such as interest
rates, specific country risk factors, individual creditworthiness of the customer and the risk characteristics of the financed project.
Based on this evaluation, allowances are taken into account for the expected losses of these receivables.
ii) The fair value of the quoted bonds and mutual funds are based on price quotations at reporting date. The fair value of unquoted
instruments and other financial liabilities, as well as other non-current financial liabilities, as applicable, is estimated by discounting
future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being
sensitive to a reasonably possible change in the forecast cash flows or discount rate, the fair value of the equity instruments is also
sensitive to a reasonably possible change in the growth rates. The valuation requires management to use unobservable inputs in the
model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of
reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
iii) Fair values of the Group’s interest-bearing borrowings and loans are determined by using Discounted Cash Flow (DCF) method using
discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at March
31, 2022 was assessed to be insignificant.
iv) The fair values of the unquoted equity and preference shares have been estimated using a DCF model. The valuation requires
management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and
volatility/ the probabilities of the various estimates within the range can be reasonably assessed and are used in management’s
estimate of fair value for these unquoted equity investments.
v) The Group enters into derivative financial instruments with various counterparties, principally banks with investment grade credit
ratings. Foreign exchange forward contracts and option contracts are valued using valuation techniques, which employs the use
of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using
present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange
spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest
rate curves etc. As at March 31, 2022 the marked-to-market value of derivative asset positions is net of a credit valuation adjustment
attributable to derivative counterparty default risk, as applicable. The changes in counterparty credit risk had no material effect on
the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognised at
fair value. Also refer note 32.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on
recurring basis as at March 31, 2022 and March 31, 2021.
Quantitative disclosures of fair value measurement hierarchy for financial assets as at March 31, 2022:
Quantitative disclosures of fair value measurement hierarchy for financial assets as at March 31, 2021:
Reconciliation of fair value measurement of unquoted investment in equity instruments and preference shares classified as
FVTOCI (Level 3)
As at As at
Particulars
March 31, 2022 March 31, 2021
Opening balance 8 8
Remeasurement recognised in OCI - -
Purchases - -
Sales - -
Closing balance 8 8
*Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are
directly or indirectly observable in the marketplace.
The following table presents the aggregate contracted principal amounts of the Group’s derivative contracts outstanding:
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-designated derivative instruments:
in USD millions 1,725 1,146
The foreign exchange forward and option contracts mature anywhere between 1-60 months. The table below analyzes the derivative
financial instruments into relevant maturity groupings based on the remaining period as at the reporting date:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group’s receivables from customers and investment securities. Credit risk arises from
cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The
maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit
risk is to prevent losses in financial assets. The Group assesses the credit quality of the counterparties, taking into account their
financial position, past experience and other factors.
The following table gives details in respect of revenues generated from top customer and top 5 customers:
One customer accounted for more than 10% of the revenue for the year ended March 31, 2022 and March 31, 2021. Further, one
customer accounted for more than 10% of the receivables as at March 31, 2022 and March 31, 2021.
Investments
The Group limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good
credit rating. The Group does not expect any losses from non-performance by these counterparties, and does not have any significant
concentration of exposures to specific industry sectors.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group manages its
liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Also, the Group
has unutilized credit limits with banks.
The Group’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition,
processes and policies related to such risks are overseen by senior management.
As at As at
Particulars
March 31, 2022 March 31, 2021
Cash and cash equivalents 10,513 7,597
Investments in mutual funds (quoted) 15,578 16,975
Investments in non-convertible bonds/ debentures (quoted) 1,324 171
Investment in term deposit (unquoted) 4,111 1,821
Investment in commercial paper (unquoted) 1,378 340
Total 32,904 26,904
The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31, 2022 and
March 31, 2021:
As at March 31, 2022
Particulars 2 years and
Less than 1 year 1-2 years
above
Lease liabilities 1,334 1,172 4,870
Trade payables 5,357 - -
Other financial liabilities 6,873 3 -
Derivative financial instruments - fair value hedge 5 - -
Derivative financial instruments - cash flow hedge 7 1 -
Consequently, the Group uses derivative financial instruments, such as foreign exchange forward contracts and option contracts, to
mitigate the risk of changes in foreign currency exchange rates in respect of its forecasted cash flows and trade receivables.
The details in respect of the outstanding foreign exchange forward contracts and option contracts are given under the derivative financial
instruments section.
In respect of the Group’s forward and options contracts, a 1% decrease/increase in the respective exchange rates of each of the currencies
underlying such contracts would have resulted in:
a) an approximately ` 140 increase and ` 140 decrease in the Group’s net profit in respect of its fair value hedges and ` 1,167 increase
and ` 1,167 decrease in the Group’s effective portion of cash flow hedges as at March 31, 2022;
b) an approximately ` 97 increase and ` 97 decrease in the Group’s net profit in respect of its fair value hedges and ` 741 increase and
` 741 decrease in the Group’s effective portion of cash flow hedges as at March 31, 2021.
The following table presents foreign currency risk from non-derivative financial instruments as of March 31, 2022 and
March 31, 2021.
For the year ended March 31, 2022, every 1% increase/decrease of the respective foreign currencies compared to functional currency
of the Group would impact operating margins by 0.3%/ (0.3)%. For the year ended March 31, 2021, the impact on operating margins
would be 0.3%/ (0.3)%.
The Group is predominantly equity financed which is evident from the capital structure table. Further, the Group has always been
a net cash Group with cash and bank balances along with investment which is predominantly investment in liquid and short term
mutual funds being far in excess of debt.
Transactions with the above related parties during the year were:
For the year ended
Name of related party Nature of transaction
March 31, 2022 March 31, 2021
Donation paid* (refer note 39) 89 17
Mindtree Foundation Provision towards unspent CSR
77 -
expenses (refer note 39)
Bridgeweave Limited Software services rendered 48 44
Mindtree Limited Employees Gratuity Fund Trust Contribution for Gratuity 143 561
Purchase of investments 2,810 730
L&T Mutual Fund
Proceeds from sale of investments 2,521 546
Dividend paid 2,765 1,759
Software services rendered 536 39
Reimbursement income 4 -
Management fee expense 132 -
Guarantee charges 16 6
Lease rental expense 22 -
Other services received 2 3
Subscription expense towards software
Larsen & Toubro Limited 41 -
licenses
Reimbursement of personnel cost - 89
Reimbursement of travel and other
9 3
expenses
Reimbursement of ESOP cost 8 -
Security deposit paid 112 -
Sale of SEIS scrip licenses 77 -
Purchase consideration towards transfer
2,065 -
of business (refer note 43)
Software services rendered 99 98
Software services received 281 10
Lease rental expense 1 -
Larsen & Toubro Infotech Limited Reimbursement of expenses 3 -
Reimbursement of personnel cost - 15
Subscription paid towards software
645 -
licenses
Software services rendered 36 20
L&T Technology Services Limited Software services received 37 9
Reimbursement of expenses 12 -
L&T Thales Technology Services Private Limited Software services rendered 65 57
L&T Geostructure Private Limited Software services rendered 3 -
L&T Infrastructure Engineering Limited Software services rendered 7 -
L&T Hydrocarbon Engineering Limited Software services rendered 12 -
L&T Valves Limited Software services rendered 2 -
L&T-MHI Power Boilers Private Limited Software services rendered 3 -
L&T-Powerchina JV Software services rendered 2 -
L&T-STEC JV Mumbai Software services rendered 1 -
Manipal Health Enterprises Private Limited Staff welfare expenses 9 -
*Represents donation made to fund CSR activities and other operating expenses.
As at As at
Name of related party Nature of balance
March 31, 2022 March 31, 2021
Provision towards unspent CSR
Mindtree Foundation 77 -
expenses
Trade Payables 133 6
Larsen & Toubro Limited Liability towards transfer of business
990 -
(refer notes 15.2 & 43)
Trade Payables 89 10
Larsen & Toubro Infotech Limited
Lease liabilities 1 -
L&T Technology Services Limited Trade Payables 27 3
Mindtree Limited Employees Gratuity Fund Trust Gratuity contribution payable 207 76
Off balance sheet items with reference to related parties are as follows:
As at As at
Name of related party Nature of balance
March 31, 2022 March 31, 2021
Larsen & Toubro Limited Guarantee* 5,039 5,147
* Performance guarantee given on behalf of the Company.
Director, for a second-term of 5 years from July 17, 2021 upto July 16, 2026 and the same was approved by the shareholders at the
Annual General Meeting held on July 13, 2021.
11
Mr. Prasanna Rangacharya Mysore, Independent Director ceased as a Director with effect from April 1, 2022 on completion of his tenure.
a) The Group has received income tax assessment order for financial years 2006-07 and 2007-08 for the erstwhile subsidiary Mindtree
Technologies Private Limited (MTPL) with demands amounting to ` 11 and ` 10 respectively on account of certain disallowances/
adjustments made by income tax department. Management believes that the position taken by it on the matter is tenable and
hence, no adjustment has been made to the financial statements. The Group had filed an appeal with Commissioner of Income Tax
(Appeals) against the demand received. The Group has not deposited the amount of demand with the department. The department
has adjusted pending refunds amounting to ` 18 against these demands. For the financial year 2006-07, Commissioner of Income
Tax (Appeals) has passed an order during the year, pursuant to which substantial relief has been granted. The Group is awaiting the
order giving effect from the Commissioner of Income Tax (Appeals).
b) The Group has received income tax assessment order under Section 143(3) of the Income-Tax Act 1961 pertaining to erstwhile
subsidiary Aztecsoft Limited for the financial years 2001-02, 2002-03, 2003-04, 2004-05, 2005-06, 2007-08 and 2008-09 wherein
demand of ` 215, ` 49, ` 61, ` 28, ` 58, ` 214 and ` 63 respectively has been raised against the Group. These demands have
arisen mainly on account of transfer pricing adjustments made in the order. The Group has not accepted these orders and has been
advised by its legal counsel/ advisors to prefer appeals before appellate authorities and accordingly the Group has filed appeals
before the Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal (ITAT). The Group has deposited ` 15 with the
department against these demands. The department has adjusted pending refunds amounting to ` 556 against these demands.
The Group received a favourable order from the Commissioner of Income Tax (Appeals) for the financial year 2001-02 where in
the Commissioner of Income Tax (Appeals) accepted the Group’s contentions and quashed the demand raised. The income tax
department appealed against the above mentioned order with ITAT. ITAT, in an earlier year passed an order setting aside both
the orders of the Commissioner of Income Tax (Appeals) as well as the Assessing Officer and remanded the matter back to the
Assessing Officer for re-assessment. The Group preferred an appeal with the Hon’ble High Court of Karnataka against the order
of the ITAT. The Hon’ble High Court of Karnataka has dismissed the appeal filed against the order of ITAT and upheld the order
passed by the ITAT and accordingly the case is pending before Assessing Officer for re-assessment. The Deputy Commissioner of
Income Tax has completed the reassessment and has issued a Final assessment order with a revised demand amounting to ` 202
due to transfer pricing adjustments. Management believes that the position taken by it on the matter is tenable and hence, no
adjustment has been made to the financial statements. The Group has filed an appeal with Commissioner of Income Tax (Appeals).
The Group has received the order from the Commissioner of Income Tax (Appeals) for the financial year 2004-05 and on the
unfavourable grounds, the Group had filed an appeal with ITAT, Bengaluru. ITAT has issued a favourable order in connection with
TP proceedings. The department preferred an appeal with the Hon’ble High Court of Karnataka against the order of the ITAT.
The Group has received the order from ITAT for the financial year 2005-06 and ITAT has remanded the matter back
to the Assessing Officer for re-assessment. The Group has filed an appeal with the Hon’ble High Court of Karnataka.
The Hon’ble High Court has dismissed the appeal and this matter was pending with Assessing Officer. The Assessing
Officer has passed the final assessment order and the Group has filed an appeal against the same before the ITAT.
The Group has received the order from ITAT for the financial year 2007-08 and ITAT has quashed the order of the Assessing Officer.
Order giving effect to the ITAT order is yet to be received.
The Group has received revised order for the financial year 2008-09 under section 263 from Assessing Officer raising an additional
demand of ` 61, taking the total demand to ` 124. The Group had filed an appeal before ITAT. Subsequently, the group has received
the order from ITAT for the financial 2008-09 and ITAT has quashed the order of the Assessing Officer. Order giving effect to the ITAT
order is yet to be received. During the year ended March 31, 2020, the Group has filed a writ petition with the Hon’ble High Court of
Karnataka to stay the proceedings of the assessing officer for the financial years 2007-08 and 2008-09.
The Group has appealed against the demands received for financial years 2002-03, 2003-04, 2004-05, 2005-06, 2006-07, 2007-08
and 2008-09. Based on favourable order received by the Group for the financial year 2001-02 from the Commissioner of Income Tax
(Appeals) and an evaluation of the facts and circumstances, no provision has been made against the above orders in the financial
statements.
c) The Group received an assessment order for financial year 2006-07 for the erstwhile subsidiary Mindtree Wireless Private Limited
from the Assistant Commissioner of Income-tax (‘ACIT’) with a demand amounting to ` 39 on account of certain other disallowances/
transfer pricing adjustments made by income tax department. Management believes that the position taken by it on the matter is
tenable and hence, no adjustment has been made to the financial statements. The Group has filed an appeal with Commissioner of
Income Tax (Appeals) against the demand received.
The Group has received the order from the Commissioner of Income Tax (Appeals) wherein the Commissioner of Income Tax (Appeals)
accepted the grounds in part and in respect of unfavourable grounds, the Group has filed an appeal before ITAT. The final order giving
effect by the Assessing Officer is completed and the demand is reduced to ` 33. The Group has deposited ` 5 with the department
against this demand.
d) The Group has received the revised order under section 263 for financial year 2009-10 from Assessing Officer reducing the demand
to ` 6. The Group has filed an appeal before ITAT. ITAT has dismissed the appeal. Order giving effect has been received. The Group has
filed a rectification request against the order giving effect.
e) The Group has received a final assessment order for financial year 2012-13 from the Deputy Commissioner of Income Tax with a
demand amounting to Rs 15 on account of certain disallowances. Management believes that the position taken by it on the matter
is tenable and hence, no adjustment has been made to the financial statements. The Group had filed an appeal with Commissioner
of Income Tax (Appeals) and during the year, the Group has received an order wherein partial relief has been provided. The Group
has filed an appeal against the same with the ITAT and the order giving effect to the Commissioner of Income Tax (Appeals) order is
awaited.
f) During the year ended March 31, 2018, the Group received an order passed under section 7A of the Employees Provident Fund
& Miscellaneous Provisions Act, 1952 from Employees Provident Fund Organisation (EPFO) claiming provident fund contribution
aggregating to ` 250 for dues up to June 2016, and excludes any additional interest that may be determined by the authorities from
that date till resolution of the dispute, on (a) full salary paid to International Workers and (b) special allowance paid to employees.
Based on a legal advice obtained, the Group has assessed that it has a legitimate ground for appeal, and has contested the order by
filing an appeal with the Employees’ Provident Funds Appellate Tribunal. In view of the changes in the regulations with the new wage
code and social security code, the Group, supported by legal advice, continues to re-estimate the probability of any liability arising
from this matter and has accordingly recognized a provision of ` 709 (March 31, 2021: ` 659), including estimated interest, as on the
date of the balance sheet.
The Group is structured into five reportable business segments – RCM, BFSI, CMT, TTH and HCARE. With effect from April 1, 2021, the
Group has expanded its foray into Healthcare industry and has revisited the classification of existing customers. This has resulted
in HCARE being introduced as a new segment and expanding the TTH segment to include customers who were involved directly
or indirectly with the real estate sector. Accordingly, the Group has regrouped certain customers between the segments and the
comparative numbers have been restated to give effect to such change. The reportable business segments are in line with the
segment-wise information which is being presented to the CODM.
Each segment item is presented at the measure used to report to the CODM for the purposes of making decisions about allocating
resources to the segment and assessing its performance.
Geographic information is based on business sources from that geographic region and delivered from both on-site and off-shore.
The geographic regions comprise of North America, Continental Europe, UK and Ireland and Asia Pacific (includes Rest of the World).
Income and direct expenses in relation to segments are categorized based on items that are individually identifiable to that segment,
while the remainder of costs are apportioned on an appropriate basis. Certain expenses are not specifically allocable to individual
segments as the underlying services are used interchangeably. The Management therefore believes that it is not practical to provide
segment disclosures relating to such expenses and accordingly such expenses are separately disclosed as ‘unallocated’ and directly
charged against total income.
CODM does not review assets and liabilities at reportable segments level, hence segment disclosure relating to total assets and
liabilities has not been provided. Geographical information on revenue and industry revenue information is collated based on
individual customer invoices or in relation to which the revenue is otherwise recognized.
Industry Segments:
Geographical information
Note:
Management believes that it is currently not practicable to provide disclosure of assets by geographical location, as meaningful
segregation of the available information is onerous.
Refer note 33 on Financial risk management for information on revenue from major customers.
39. Total expenditure incurred on Corporate Social Responsibility (CSR) activities during the year ended March 31, 2022 is Rs 171 (during
the year ended March 31, 2021 is Rs 80). This includes Rs 77 towards provision for unspent amount pertaining to ongoing projects
(during the year ended March 31, 2021: Nil). This amount will be transferred to ‘Unspent CSR account’ within 30 days from the end
of the financial year, in accordance with the CSR rules. The Company’s CSR activities primarily focuses on programs that benefit
the differently abled, promote education and create sustainable livelihood opportunities. Refer Note 35 for details of related party
transactions.
40. The Company, in an earlier year, had entered into a lease arrangement with a lessor for lease of a piece of land for a period of 30
years. Also, the Company had purchased two buildings constructed by the lessor on the above referred land vide a separate purchase
agreement and capitalized in the books of account. During the financial year 2019-20, the Company received a communication from
the lessor wherein it is mentioned that the lessor would like to convert the existing lease into a regular commercial lease agreement
and would like to refund the residual value of the deposits and the value of the buildings under the present agreements and enter into
a fresh agreement. During the previous year, the Company has completed the sale of the said buildings and termination of lease for
the said land for a price equivalent to their written down values. Accordingly, the said buildings and the land have been derecognised.
On entering into a regular commercial lease agreement, right-of-use asset and lease liability has been accounted in accordance with
Ind AS 116 ‘Leases’. Accordingly, in the previous year, the improvements made to buildings earlier was reclassified to “leasehold
improvements” (refer notes 3 and 5).
41. The Code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Group towards
Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Ministry of Labour
and Employment (the Ministry) has released draft rules for the Code on November 13, 2020. The Group will complete its evaluation
and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules
are published.
As at
Particulars
March 31, 2022 March 31, 2021
The principal amount remaining unpaid to any supplier at the end of each accounting year; 95 43
The interest due thereon remaining unpaid to any supplier at the end of each accounting
- -
year;
The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and
Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the - -
payment made to the supplier beyond the appointed day during each accounting year;
The amount of interest due and payable for the period of delay in making payment (which
has been paid but beyond the appointed day during the year) but without adding the interest - -
specified under the Micro, Small and Medium Enterprises Development Act, 2006;
The amount of interest accrued and remaining unpaid at the end of each accounting year;
- -
and
The amount of further interest remaining due and payable even in the succeeding years,
until such date when the interest dues above are actually paid to the small enterprise, for the
- -
purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small
and Medium Enterprises Development Act, 2006
43. Pursuant to the approval by the Board of Directors on May 14, 2021, the Company entered into a Business Transfer Agreement
on May 20, 2021 to acquire the digital transformation business undertaking, incubated and conducted under L&T-NxT
(‘NxT Digital Business’) from Larsen & Toubro Limited (L&T) to enhance the Company’s Cloud based IoT and AI capabilities for
Industry 4.0, for a cash consideration of ` 1,980 (determined based on an independent valuation) and net working capital as
on the closing date. The Company has consummated the above transfer of business on July 1, 2021.
The transaction between the Parent (L&T) and Subsidiary (the Company) has been recorded in the books of the Company in accordance
with Appendix C – ‘Business combinations of entities under common control’ of Ind AS 103 – ‘Business Combinations’ using the pooling
of interests method. Accordingly, the assets and liabilities transferred has been accounted at the carrying amounts as reflected in the
books of L&T as at June 30, 2021 and no adjustments have been made to reflect the fair values, or recognize any new assets or liabilities.
The difference between the purchase consideration of ` 2,065 and the carrying amounts of the net assets transferred of ` 209 has been
adjusted to reserves. The financial information pertaining to the transfer of business is not material and accordingly, financial statements
of the Company in respect of the prior years has not been restated. Details of the transfer of business is as follows:
Particulars Amount
Property, plant and equipment, net 60
Intangible assets 64
Net working capital 85
Total net assets transferred 209
Purchase consideration 2,065
Excess of consideration over net assets transferred 1,856
Adjusted against:
a) Capital reserve 87
b) Retained earnings 1,769
44. Subsequent to the balance sheet date, the Company has agreed to acquire a 6.64% stake in COPE Healthcare Consulting Inc., USA
(‘COPE’) pursuant to a Stock Purchase Agreement entered on April 4, 2022. COPE is a healthcare consulting, implementation and
co-management leader in population health management, value-based care and payment, workforce development and data analytics.
46. Statement of Net assets and Profit or loss attributable to owners and minority interest
Share in other Share in total
Net assets, i.e. total Share in profit or loss for
comprehensive income for comprehensive income for
assets minus the year ended
the year ended the year ended
total liabilities March 31, 2022
March 31, 2022 March 31, 2022
Name of the entity As % of
As % of As % of consolidated As % of total
consolidated Amount consolidated Amount other Amount comprehensive Amount
net assets profit or loss comprehensive income
income
Parent
Mindtree Limited* 99.97% 54,721 99.99% 16,528 100.00% 976 99.99% 17,504
Foreign subsidiary
Mindtree Software
0.03% 18 0.01% 1 0.00% - 0.01% 1
(Shanghai) Co. Ltd
*After adjusting inter company transactions and balances and includes goodwill and intangible assets arising on account of acquisition.
47. The consolidated financial statements are presented in ` in million. Those items which are required to be disclosed and which
were not presented in the consolidated financial statement due to rounding off to the nearest ` in million are given below as
applicable:
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial
statements give a true and fair view in conformity with the International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”), of the consolidated state of affairs of the Group as at March 31, 2022, its consolidated
profit, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended.
Information Other than the Financial Statements and Auditor’s Report Thereon
• The Parent’s Board of Directors is responsible for the other information. The other information comprises the information included in the
Message from the Chairman, Message from the Chief Executive Officer & Managing Director, Message from the Chief Financial Officer,
Management Discussion and Analysis, Business Responsibility Report, Director’s Report, Corporate Governance, Risk Management Report
and Global Presence, but does not include the consolidated financial statements (including financial statements prepared in accordance
with Indian Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, (“Ind AS”)), standalone Ind AS financial statements and our auditor’s report thereon, which we
obtained prior to the date of this auditor’s report, and any other information which is expected to form part of the annual report, which is
expected to be made available to us after that date.
• Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form
of assurance conclusion thereon.
• In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.
• If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records
for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the
consolidated financial statements by the Directors of the Parent, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the entities included in the Group are responsible
for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective
entities or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process
of the companies covered in the Group.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on whether the Group has adequate internal financial controls system in
place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management of the Parent.
• Conclude on the appropriateness of Parent’s management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether
the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to
express an opinion on the consolidated financial statements.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii)
to evaluate the effect of any identified misstatements in the consolidated financial statements.
We communicate with those charged with governance of the Parent regarding, among other matters, the planned scope and timing of the
audit and significant audit findings that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the consolidated financial statements for the year ended March 31, 2022 and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Monisha Parikh
Partner
(Membership No. 47840)
Bengaluru, April 18, 2022 UDIN-22047840AHGEHN6185
Inventories 8 41 -
Investments 7 22,391 19,307
Trade receivables 9 17,313 12,742
Unbilled revenues 6,131 3,553
Derivative financial instruments 1,703 868
Cash and cash equivalents 10 10,513 7,597
Other current assets 11 2,648 1,687
Total current assets 60,740 45,754
TOTAL ASSETS 81,573 63,614
EQUITY
Share capital 12 1,648 1,647
Share premium 507 399
Retained earnings 48,081 38,729
Other components of equity 4,507 2,419
Equity attributable to owners of the Company 54,743 43,194
TOTAL EQUITY 54,743 43,194
LIABILITIES
Lease liabilities 4,661 4,492
Derivative financial instruments 1 -
Deferred tax liabilities 20 161 -
Other non-current liabilities 18 3 6
Total non-current liabilities 4,826 4,498
The accompanying notes form an integral part of these consolidated financial statements
Attributable to:
Owners of the Company 16,529 11,105
Weighted average number of equity shares used in computing earnings per share:
Basic 164,779,774 164,661,734
Diluted 164,884,399 164,742,573
The accompanying notes form an integral part of these consolidated financial statements
Attributable to:
Owners of the Company 17,505 14,403
The accompanying notes form an integral part of these consolidated financial statements
Balance as at April 1, 2021 164,719,766 1,647 399 38,729 98 1,482 42 (139) 1,352 (416) 43,194 43,194
Issue of equity shares on exercise of options/
114,006 1 - - - - - - - - 1 1
restricted shares
Profit for the year - - 16,529 - - - - - - 16,529 16,529
Other comprehensive income - - - - - - 83 893 - 976 976
Created during the year - - (2,717) - 2,717 - - - - - -
Utilised during the year - - 1,927 - (1,927) - - - - - -
Transferred to share premium on allotment
- 108 - (108) - - - - - - -
against stock options
Compensation cost related to employee share
- - - 430 - - - - - 430 430
based payment (refer note 24)
Cash dividend paid (refer note 12.a) - - (4,531) - - - - - - (4,531) (4,531)
Impact on account of business combination (refer
- - (1,856) - - - - - - (1,856) (1,856)
note 36)
As at March 31, 2022 164,833,772 1,648 507 48,081 420 2,272 42 (56) 2,245 (416) 54,743 54,743
The accompanying notes form an integral part of these consolidated financial statements
IFRS Financial Statements
Reconciliation of liabilities from financing activities for the year ended March 31, 2022 ` in million
As at Proceeds/ As at
Fair value
Particulars April 1, Impact of Repayment March 31,
changes
2021 IFRS 16 2022
Lease liabilities 5,377 1,024 (928) 84 5,557
Total liabilities from financing activities 5,377 1,024 (928) 84 5,557
Reconciliation of liabilities from financing activities for the year ended March 31, 2021 ` in million
As at Proceeds/ As at
Fair value
Particulars April 1, Impact of Repayment March 31,
changes
2020 IFRS 16 2021
Long-term borrowings (including current portion) 5 (5) - -
Lease liabilities 5,663 610 (837) (59) 5,377
Total liabilities from financing activities 5,668 610 (842) (59) 5,377
The accompanying notes form an integral part of these consolidated financial statements
1. Company overview
Mindtree Limited (‘Mindtree’ or ‘the Company’) together with its subsidiaries Mindtree Software (Shanghai) Co. Ltd, and Bluefin
Solutions Sdn Bhd., (under liquidation) collectively referred to as ‘the Group’ is an international Information Technology consulting
and implementation Group that delivers business solutions through global software development. The Group is structured into five
industry verticals – Retail, CPG and Manufacturing (RCM), Banking, Financial Services and Insurance (BFSI), Communications, Media
and Technology (CMT), Travel, Transportation and Hospitality (TTH) (erstwhile Travel and Hospitality - TH) and Healthcare (HCARE)
(refer note 33). The Group offers services in the areas of agile, analytics and information management, application development
and maintenance, business process management, business technology consulting, cloud, digital business, independent testing,
infrastructure management services, mobility, product engineering, SAP services and solutions around Internet of Things (IoT) &
Artificial Intelligence (AI)/ Machine Learning (ML).
The Company is a public limited company incorporated and domiciled in India and has its registered office at Bengaluru, Karnataka,
India and has offices in India, United States of America (USA), United Kingdom (UK), Japan, Singapore, Malaysia, Australia, Germany,
Switzerland, Sweden, United Arab Emirates (UAE), the Netherlands, Canada, Belgium, France, Ireland, Poland, Mexico, Republic of
China, Norway, Finland, Denmark, Spain and New Zealand. The Company has its primary listings on the Bombay Stock Exchange and
National Stock Exchange in India. The Company became a subsidiary of Larsen & Toubro Limited (L&T) with effect from July 2, 2019.
The consolidated financial statements were authorized for issuance by the Company’s Board of Directors on April 18, 2022.
Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognized in the
period in which the estimates are revised and in any future periods affected. In particular, information about significant areas
of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the
amounts recognized in the financial statements is included in the following notes:
(b) Contracts with customers often include promises to transfer multiple products and services to a customer. Determining
whether products and services are considered distinct performance obligations that should be accounted for separately
or together requires significant judgment based on nature of the contract, transfer of control over the product or service,
ability of the product or service to benefit the customer on its own or together with other readily available resources and
the ability of the product or service to be separately identifiable from other promises in the contract.
The Group’s two major tax jurisdictions are India and USA, though the Group also files tax returns in other foreign jurisdictions.
Significant judgments are involved in determining the provision for income taxes, including the amount expected to be paid or
recovered in connection with uncertain tax positions. Also refer note 20.
(iii) Leases:
The Group considers all the extension-options under the commercial contract for determining the lease-term which forms the
basis for the measurement of right-of-use asset and the corresponding lease-liability.
The preparation of financial statements involves estimates and assumptions that affect the reported amount of assets, liabilities,
disclosure of contingent liabilities at the date of financial statements and the reported amount of revenues and expenses
for the reporting period. Specifically, the Group estimates the probability of collection of accounts receivable by analysing
historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial
condition of a customer deteriorates, additional allowances may be required. The stock compensation expense is determined
based on the Group’s estimate of equity instruments that will eventually vest.
The Group has considered internal and certain external sources of information including credit reports, economic forecasts
and industry reports, up to the date of approval of the financial statements in determining the impact on various elements
of its financial statements. The Group has used the principles of prudence in applying judgments, estimates and assumptions
including sensitivity analysis and based on the current estimates, the Group has accrued its liabilities and also expects to fully
recover the carrying amount of inventories, trade receivables, unbilled receivables, goodwill, intangible assets, investments and
derivatives. The eventual outcome of impact of the global health pandemic may be different from that estimated as on the date
of approval of these financial statements.
In preparing these consolidated financial statements, the Group has considered the impact of climate change risks on the
valuation of assets and liabilities and there is no material impact on the financial statements as on the reporting date.
The financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its
subsidiaries).
Control exists when the parent has power over an investee, exposure or rights to variable returns from its involvement with the
investee and ability to use its power to affect those returns. Power is demonstrated through existing rights that give the ability
to direct relevant activities, those which significantly affect the entity’s returns. Subsidiaries are consolidated from the date
control commences until the date control ceases.
The financial statements of subsidiaries are consolidated on a line-by-line basis and intra-group balances and transactions
including un-realized gain/ loss from such transactions are eliminated upon consolidation. The financial statements are
prepared by applying uniform policies in use at the Group.
For the purposes of presenting the consolidated financial statements assets and liabilities of Group’s foreign operations with
functional currency different from the Company are translated into Company’s functional currency i.e. INR using exchange rates
prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the
period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the
transactions are used.
Exchange differences arising, if any are recognised in other comprehensive income and accumulated in equity.
On the disposal of foreign operation, all of the exchange differences accumulated in equity in respect of that operation
attributable to the owners of the Company are reclassified to the statement of profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the exchange rate in effect at the balance sheet date.
Foreign currency gains and losses are reported on a net basis. This includes changes in the fair value of foreign exchange
derivative instruments, which are accounted at fair value through profit or loss.
For the purpose of subsequent measurement, financial instruments of the Group are classified in the following categories: non-
derivative financial assets comprising amortized cost, debt instruments at Fair Value Through Other Comprehensive Income
(FVTOCI), equity instruments at FVTOCI or Fair Value Through Profit or Loss account (FVTPL), non-derivative financial liabilities
at amortized cost or FVTPL and derivative financial instruments (under the category of financial assets or financial liabilities)
at FVTPL.
The classification of financial instruments depends on the objective of the business model for which it is held. Management
determines the classification of its financial instruments at initial recognition.
(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual
cash flows; and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
They are presented as current assets, except for those maturing later than 12 months after the reporting date which are
presented as non-current assets. Financial assets are measured initially at fair value plus transaction costs and subsequently
carried at amortized cost using the effective interest rate method, less any impairment loss.
Financial assets at amortized cost are represented by trade receivables, security deposits, cash and cash equivalents,
investments, employee and other advances and eligible current and non-current assets.
Cash and cash equivalents comprise cash on hand and in banks and demand deposits with banks which can be withdrawn at
any time without prior notice or penalty on the principal.
For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits
with banks, net of outstanding bank overdrafts that are repayable on demand, book overdrafts and are considered part of the
Group’s cash management system.
(a) the objective of the business model is achieved by both collecting contractual cash flows and selling financial assets; and
Debt instruments included within FVTOCI category are measured initially as well as at each reporting period at fair value plus
transaction costs. Fair value movements are recognised in Other Comprehensive Income (OCI). However, the Group recognises
interest income, impairment losses & reversals and foreign exchange gain/(loss) in consolidated statement of profit or loss.
On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss.
Interest earned is recognised under the effective interest rate (EIR) method.
If the Group decides to classify an equity instrument as FVTOCI, then all fair value changes on the instrument, excluding
dividend are recognised in OCI. There is no recycling of the amount from OCI to consolidated statement of profit or loss, even
on sale of the instrument. However, the Group may transfer the cumulative gain or loss within the equity.
In addition, the Group may elect to designate the financial asset, which otherwise meets amortized cost or FVTOCI criteria, as
FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency.
Financial assets included within the FVTPL category are measured at fair values with all changes recorded in the statement of
profit or loss.
Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in statement of profit
or loss.
(i) Cash flow hedges: Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are
recognized in other comprehensive income and presented within equity in the cash flow hedging reserve to the extent that
the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the consolidated
statement of profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold,
terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously
recognized in the cash flow hedging reserve is transferred to the consolidated statement of profit or loss upon the
occurrence of the related forecasted transaction.
The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change
in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in
other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the
consolidated statement of profit or loss when the related hedged items affect profit or loss.
(ii) Others: Changes in fair value of foreign currency derivative instruments not designated as cash flow hedges and the
ineffective portion of cash flow hedges are recognized in the consolidated statement of profit or loss and reported within
foreign exchange gains/ (losses).
The Group derecognises a financial asset when the contractual rights to the cash flow from the financial asset expire or it
transfers the financial asset and the transfer qualifies for derecognition under IFRS 9. If the Group retains substantially all
the risks and rewards of a transferred financial asset, the Group continues to recognise the financial asset and recognises a
borrowing for the proceeds received.
A financial liability (or a part of a financial liability) is derecognised from the Group’s balance sheet when the obligation specified
in the contract is discharged or cancelled or expires.
(b) Depreciation:
The Group depreciates property, plant and equipment over the estimated useful life on a straight-line basis from the
date the assets are available for use. Leasehold improvements are amortized over the shorter of estimated useful life or
the related lease term. The estimated useful lives of assets for the current and comparative period of significant items of
property, plant and equipment are as follows:
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is
capitalized only when it is probable that future economic benefits associated with these will flow to the Group and the cost
of the item can be measured reliably. Repairs and maintenance costs are recognized in the consolidated statement of profit or
loss when incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or
disposition of the asset and the resultant gains or losses are recognized in the consolidated statement of profit or loss.
Amounts paid towards the acquisition of property, plant and equipment outstanding as of each reporting date and the cost of
property, plant and equipment not ready for intended use before such date are disclosed under capital advances and capital
work- in-progress (CWIP) respectively.
The estimated useful lives of intangible assets for the current and comparative period are as follows:
Business combinations other than through common control transactions are accounted for using the purchase (acquisition)
method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent
consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair value on the date of acquisition.
Business combinations through common control transactions are accounted on a pooling of interests method. No
adjustments are made to reflect the fair values, or recognise any new assets or liabilities, except to harmonise accounting
policies. The identity of the reserves are preserved and the reserves of the transferor becomes the reserves of the
transferee. The difference between consideration paid and the net assets acquired, if any, is recorded under capital
reserve / retained earnings, as applicable.
Transaction costs incurred in connection with a business combination are expensed as incurred. The cost of an acquisition
also includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent
changes to the fair value of contingent consideration classified as liabilities, other than measurement period adjustments,
are recognised in the statement of profit or loss.
(b) Goodwill
The excess of the cost of acquisition over the Group’s share in the fair value of the acquiree’s identifiable assets, liabilities
and contingent liabilities is recognized as goodwill. If the excess is negative, a bargain purchase gain is recognized
immediately in the consolidated statement of profit or loss.
(viii) Leases
The Group’s lease asset classes primarily consist of leases for land and buildings. The Group, at the inception of a contract,
assesses whether the contract is a lease or not lease. A contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset, obtain substantially all the economic benefit from use of the identified asset and direct the use
of the identified asset for a time in exchange for a consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before
the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of
the lease term. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified
impairment loss as described under impairment of non-financial assets in (ix)(b) below.
The Group determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to
extend the lease, where the Group is reasonably certain to exercise that option and periods covered by an option to terminate
the lease if the Group is reasonably certain not to exercise the option.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the Group’s incremental borrowing rate. After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for the lease payments made. The lease liability is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate
of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it
will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the
right-of-use asset has been reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12
months or less and leases of low-value assets (assets of less than USD 5,000 in value). The Group recognises the lease payments
associated with these leases as an expense over the lease term.
(ix) Inventories
Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined
using the weighted average method. Cost comprises of all costs of purchase and other costs incurred in bringing the inventory to
its present location and condition.
(x) Impairment
(a) Financial assets
In accordance with IFRS 9, the Group applies Expected Credit Loss (ECL) model for measurement and recognition of
impairment loss. The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables.
The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has
been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month
ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in
subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit
risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
Lifetime ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within
12 months after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all
the cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the
cash flows, an entity is required to consider:
(i) All contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the
financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated
reliably, then the entity is required to use the remaining contractual term of the financial instrument;
(ii) Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
As a practical expedient, the Group uses a provision matrix to determine impairment loss on portfolio of its trade
receivable. The provision matrix is based on its historically observed default rates over the expected life of the trade
receivable and is adjusted for forward-looking estimates. At regular intervals, the historically observed default rates are
updated and changes in forward-looking estimates are analysed. In addition to the historical pattern of credit loss, the
Group has considered the likelihood of increased credit risk and consequential default by customers including revisions in
the credit period provided to the customers. In making this assessment, the Group has considered current and anticipated
future economic conditions relating to industries/business verticals that the Group deals with and the countries where
it operates. In addition, the Group has also considered credit reports and other credit information for its customers to
estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic
relating to COVID-19. The Group believes that the carrying amount of allowance for expected credit loss with respect to
trade receivables, unbilled revenue and other financial assets is adequate.
ECL impairment loss allowance (or reversal) is recognised as an income/expense in the statement of profit or loss during
the period. This amount is reflected under the head other expenses in the statement of profit or loss. The balance sheet
presentation for various financial instruments is described below:
Financial assets measured at amortized cost, contractual revenue receivable. ECL is presented as an allowance, i.e. as an
integral part of the measurement of those assets in the balance Sheet. The allowance reduces the net carrying amount.
Until the asset meets write off criteria, the Group does not reduce impairment allowance from the gross carrying amount.
An impairment loss is calculated as the difference between an asset’s carrying amount and the recoverable amount.
Losses are recognised in consolidated statement of profit or loss and reflected in an allowance account. When the Group
considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount
of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the
impairment was recognised, then the previously recognised impairment loss is reversed through consolidated statement
of profit or loss.
The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value-in-use and its fair
value less costs to sell. In assessing value-in-use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of
assets (the “cash-generating unit”).
Goodwill is tested for impairment on an annual basis and whenever there is an indication that goodwill may be impaired,
relying on a number of factors including operating results, business plans and future cash flows. For the purpose of
impairment testing, goodwill acquired in a business combination is allocated to the Group’s cash generating units (CGU)
or groups of CGU’s expected to benefit from the synergies arising from the business combination. A CGU is the smallest
identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other
assets or group of assets. Impairment occurs when the carrying amount of a CGU including the goodwill, exceeds the
estimated recoverable amount of the CGU. The recoverable amount of a CGU is the higher of its fair value less cost to
sell and its value-in-use. Value-in-use is the present value of future cash flows expected to be derived from the CGU.
Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then
to the other assets of the CGU prorata on the basis of the carrying amount of each asset in the CGU. An impairment loss on
goodwill is recognised in consolidated statement of profit or loss and is not reversed in the subsequent period.
(b) Gratuity
In accordance with the Payment of Gratuity Act, 1972, the Group provides for a lump sum payment to eligible employees,
at retirement or termination of employment based on the last drawn salary and years of employment with the Group. The
gratuity fund is managed by the Life Insurance Corporation of India (LIC), ICICI Prudential Life Insurance Company and SBI
Life Insurance Company. The Group’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided
for based on actuarial valuation using the projected unit credit method.
All actuarial gains or losses are immediately recognized in other comprehensive income and permanently excluded from
profit or loss. Further, the profit or loss does not include an expected return on plan assets. Instead net interest recognized
in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net
defined benefit liability or asset.
The actual return on the plan assets above or below the discount rate is recognized as part of re-measurement of net
defined liability or asset through other comprehensive income.
Remeasurements comprising of actuarial gains or losses and return on plan assets (excluding amounts included in net
interest on the net defined benefit liability) are not reclassified to statement of profit or loss in subsequent periods.
(xiii) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made
of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to
settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract are
lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are
measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating
the contract.
(xiv) Revenue
The Group derives revenue primarily from software development and related services. Revenue is measured based on the
consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.
Revenue from customer contracts are considered for recognition and measurement when the contract has been approved by
the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract,
and the contract is legally enforceable. Revenue is recognised upon transfer of control of promised products or services
to customers in an amount that reflects the consideration the Group expects to receive in exchange for those products or
services. To recognise revenues, the Group applies the following five step approach: (1) identify the contract with a customer,
(2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to
the performance obligations in the contract, and (5) recognise revenue when a performance obligation is satisfied. When there
is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved.
At contract inception, the Group assesses its promise to transfer products or services to a customer to identify separate
performance obligations. The Group applies judgement to determine whether each product or service promised to a customer is
capable of being distinct, and are distinct in the context of the contract, if not, the promised products or services are combined
and accounted as a single performance obligation. The Group allocates the arrangement consideration to separately identifiable
performance obligations based on their relative stand-alone selling price or residual method. Stand-alone selling prices are
determined based on sale prices for the components when it is regularly sold separately, in cases where the Group is unable to
determine the stand-alone selling price the Group uses third-party prices for similar deliverables or the Group uses expected
cost-plus margin approach in estimating the stand-alone selling price.
The Group recognizes revenue when it transfers control over a product or a service to a customer. The method for recognizing
revenues and costs depends on the nature of the services rendered:
When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the consolidated
statement of profit or loss in the period in which such losses become probable based on the current contract estimates.
In arrangements for software development and related services and maintenance services, the Group applies the guidance
in IFRS 15, ‘Revenue from Contracts with Customers’, by applying the revenue recognition criteria for each of the distinct
performance obligation. The arrangements generally meet the criteria for considering software development and related
services as distinct performance obligation. For allocating the consideration, the Group measures the revenue in respect of
distinct performance obligation at its standalone selling price, in accordance with principles given in IFRS 15.
The Group accounts for variable considerations like, volume discounts, rebates, pricing incentives to customers and penalties
as reduction of revenue on a systematic and rational basis over the period of the contract. The Group estimates an amount of
such variable consideration using expected value method or the single most likely amount in a range of possible consideration
depending on which method better predicts the amount of consideration to which the Group may be entitled and when it is
probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty associated with the
variable consideration is resolved.
Revenues are shown net of sales tax, value added tax, service tax, goods and services tax and applicable discounts and
allowances. The Group accrues the estimated cost of post contract support services at the time when the revenue is recognized.
The accruals are based on the Group’s historical experience of material usage and service delivery costs.
Incremental costs that relate directly to a contract and incurred in securing a contract with a customer are recognised as an asset
when the Group expects to recover these costs and amortized over the contract term.
The Group recognises contract fulfilment cost as an asset if those costs specifically relate to a contract or to an anticipated
contract, the costs generate or enhance resources that will be used in satisfying performance obligations in future; and the
costs are expected to be recovered. The asset so recognised is amortized on a systematic basis consistent with the transfer of
goods or services to customer to which the asset relates.
The Group assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments to
determine whether a significant financing component exists. As a practical expedient, the Group does not assess the existence
of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the
difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component
is deemed to exist.
Estimates of transaction price and total costs or efforts are continuously monitored over the term of the contract and are
recognised in net profit in the period when these estimates change or when the estimates are revised. Revenues and the
estimated total costs or efforts are subject to revision as the contract progresses.
‘Unbilled revenues’ represent cost and earnings in excess of billings as at the end of the reporting period.
‘Unearned revenues’ represent billing in excess of revenue recognized. Advance payments received from customers for which
no services are rendered are presented as ‘Advance from customers’.
Finance expenses includes interest expense on loans, borrowings, lease liabilities and impairment losses recognized on financial
assets (other than trade receivables). Borrowing costs are recognized in the consolidated statement of profit or loss using the
effective interest rate method.
Deferred income tax asset is recognized to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses
can be utilized.
Deferred income tax liabilities are recognized for all taxable temporary differences, except in respect of taxable temporary
differences that is expected to reverse within the tax holiday period.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset
to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the
period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
The Group offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax
assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same
taxable entity, or on different taxable entities where there is a right and an intention to settle the current tax liabilities and
assets on a net basis or their tax assets and liabilities will be realised simultaneously.
Diluted EPS is computed by dividing the net profit after tax by the weighted average number of equity shares considered for
deriving basic EPS and also weighted average number of equity shares that could have been issued upon conversion of all
dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless
issued at a later date. Dilutive potential equity shares are determined independently for each year presented. The number of
equity shares and potentially dilutive equity shares are adjusted for bonus shares, as appropriate.
(i) the Group will comply with the conditions attached to them; and
Government grants related to revenue are recognised on a systematic basis in the consolidated statement of profit or loss over
the periods necessary to match them with the related costs which they are intended to compensate. Such grants are deducted in
reporting the related expense.
Where the Group receives non-monetary grants, the asset is accounted for on the basis of its acquisition cost. In case a non-
monetary asset is given free of cost it is recognised at fair value.
A repayment of government grant is accounted for as a change in accounting estimate. The repayment of asset-related grant
increases the carrying amount of the asset. The cumulative depreciation which would have been charged had the grant not been
received is charged to statement of profit or loss.
Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
New standards, amendments to standards and interpretations that could have potential impact on the consolidated financial
statements:
On May 14, 2020, the IASB issued “Onerous contracts — cost of fulfilling a contract (Amendments to IAS 37)”, amending the standard
regarding costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendment
specifies that the “cost of fulfilling” a contract comprises the “costs that relate directly to the contract”. Costs that relate directly to a
contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts.
These amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted.
The Group does not expect the amendment to have any significant impact on the consolidated financial statements.
On May 14, 2020, IASB amended IFRS 9 as part of its Annual improvements to IFRS standards 2018-2020. The amendment clarifies
which fees an entity includes when it applies the ‘10 percent’ test in paragraph B3.3.6 of IFRS 9 in assessing whether to derecognize a
financial liability. This amendment is effective for annual reporting periods beginning on or after January 1, 2022, with earlier application
permitted. The Group does not expect the amendment to have any significant impact on the consolidated financial statements.
On May 14, 2020, IASB amended IAS 16 “Property, plant and equipment” which prohibits a company from deducting from the cost
of property, plant and equipment, any proceeds of the sale of items produced while bringing that asset to the location and condition
necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from
selling such items, and the costs of producing those items, in profit or loss. This amendment is effective for annual reporting periods
beginning on or after January 1, 2022, with earlier application permitted. The Group does not expect the amendment to have any
significant impact on the consolidated financial statements.
On May 18, 2017, the International Accounting Standards Board issued IFRS 17, “Insurance contracts” that replaces IFRS 4, “Insurance
contracts”. IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts. The
effective date of adoption of IFRS 17 is annual reporting periods beginning on or after January 1, 2023. The Group is yet to evaluate the
requirements of IFRS 17 and the impact on the consolidated financial statements.
On January 23, 2020, the IASB issued “Classification of liabilities as current or non-current (Amendments to IAS 1)” providing a more
general approach to the classification of liabilities under IAS 1 based on the contractual arrangement in place at the reporting date. The
amendments aim to promote consistency in applying the requirements by helping companies to determine whether, in the statement
of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due
to be settled within one year) or non-current. The amendments also clarified the classification requirements for debt a company might
settle by converting it into equity. These amendments are effective for annual reporting periods beginning on or after January 1, 2024
and are to be applied retrospectively, with earlier application permitted. The Group is evaluating the effect of amendment to IAS 1 on the
consolidated financial statements.
On February 12, 2021, the IASB amended IAS 1 “Presentation of financial statements” which require companies to disclose their material
accounting policy information rather than their significant accounting policies. The amendments clarify that accounting policy information
may be material because of its nature, even if the related amounts are immaterial. The amendments also clarified that accounting policy
information is material if users of an entity’s financial statements would need it to understand other material information in the financial
statements; and the amendments clarify that if an entity discloses immaterial accounting policy information, such information shall not
obscure material accounting policy information. These amendments are effective for annual reporting periods beginning on or after
January 1, 2023 and are to be applied retrospectively, with earlier application permitted. The Group is currently evaluating the impact of
amendment to IAS 1 on the consolidated financial statements.
On February 12, 2021, the IASB amended IAS 8 “Accounting policies, changes in accounting estimates and errors” which introduced a
definition of ‘accounting estimates’ and included amendments to IAS 8 to help entities distinguish changes in accounting policies from
changes in accounting estimates. These amendments are effective for annual reporting periods beginning on or after January 1, 2023 and
are to be applied retrospectively, with earlier application permitted. The Group is currently evaluating the impact of amendment to IAS 8
on the consolidated financial statements.
On May 7, 2021, the IASB amended IAS 12 “Income taxes” and published ‘Deferred tax related to assets and liabilities arising from a
single transaction (Amendments to IAS 12)’ which narrowed the scope of the initial recognition exemption so that it does not apply to
transactions that give rise to equal and offsetting temporary differences. These amendments are effective for annual reporting periods
beginning on or after January 1, 2023 and are to be applied retrospectively, with earlier application permitted. The Group is currently
evaluating the impact of amendment to IAS 12 on the consolidated financial statement.
As at As at
Particulars
March 31, 2022 March 31, 2021
Balance at the beginning of the year 4,732 4,732
Balance at the end of the year 4,732 4,732
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the Cash Generating Units (CGU)
or groups of CGUs, which benefit from the synergies of the acquisition. The Chief Operating Decision Maker reviews the goodwill for
any impairment at the operating segment level, which is represented through groups of CGUs.
The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. The fair value of a CGU is
determined based on the market capitalization. The value-in-use is determined based on specific calculations. These calculations
use pre-tax cash flow projections over a period of five years, based on financial budgets approved by management and an average of
the range of each assumption mentioned below.
The Group does its impairment evaluation on an annual basis and based on such evaluation as at March 31, 2022, the estimated
recoverable amount of the CGU exceeded its carrying amount, hence impairment is not triggered. The Group has performed
sensitivity analysis for all key assumptions, including the cash flow projections, consequent to the change in estimated future
economic conditions arising from the possible effects due to COVID-19 and is unlikely to cause the carrying amount of the CGU
exceed its estimated recoverable amount. The key assumptions used for the calculations were as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
Discount rate 14.1% - 18.9% 14.2% - 18.5%
The above discount rate is based on the Weighted Average Cost of Capital (WACC) of the Group. These estimates are likely to differ
from future actual results of operations and cash flows.
The goodwill on acquisition of subsidiaries, which have since merged with the Company, has been allocated as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
RCM 2,442 2,442
BFSI 1,179 1,179
CMT 1,037 1,037
TTH 74 74
HCARE - -
Total 4,732 4,732
The amortization expense for the year ended March 31, 2022 and March 31, 2021 is included in the following line items in the
consolidated statement of profit or loss.
Year ended
Particulars
March 31, 2022 March 31, 2021
Cost of revenues 202 563
Selling, general and administrative expenses 11 30
Total 213 593
Furniture,
Computer
Particulars Land Buildings fixtures and Vehicles Total
systems
equipment
Gross carrying value:
As at April 1, 2020 33 2,470 4,008 5,548 9 12,068
Additions - 22 511 42 - 575
Disposal / adjustments - - 120 150 - 270
Reclassification (refer note 34) - (434) - 434 - -
As at March 31, 2021 33 2,058 4,399 5,874 9 12,373
Accumulated depreciation:
As at April 1, 2020 - 1,047 3,268 4,349 4 8,668
Depreciation - 162 379 379 2 922
Disposal / adjustments - - 119 137 - 256
Reclassification (refer note 34) - (396) - 396 - -
As at March 31, 2021 - 813 3,528 4,987 6 9,334
Capital work-in-progress 224
Net carrying value as at March 31, 2021 33 1,245 871 887 3 3,263
Gross carrying value:
As at April 1, 2021 33 2,058 4,399 5,874 9 12,373
Effect of common control business
- - 21 51 - 72
combination (refer note 36)
Additions - 188 1,812 211 - 2,211
Disposal / adjustments - 1 245 33 - 279
As at March 31, 2022 33 2,245 5,987 6,103 9 14,377
Accumulated depreciation:
As at April 1, 2021 - 813 3,528 4,987 6 9,334
Effect of common control business
- - 5 7 - 12
combination (refer note 36)
Depreciation - 138 604 342 2 1,086
Disposal / adjustments - 1 244 33 - 278
As at March 31, 2022 - 950 3,893 5,303 8 10,154
Capital work-in-progress 215
Net carrying value as at March 31, 2022 33 1,295 2,094 800 1 4,438
The depreciation expense for the year ended March 31, 2022 and March 31, 2021 is included in the following line items in the
consolidated statement of profit or loss.
Year ended
Particulars
March 31, 2022 March 31, 2021
Cost of revenues 1,032 876
Selling, general and administrative expenses 54 46
Total 1,086 922
6. Right-of-use assets
Particulars Land Buildings Total
Gross carrying value:
As at April 1, 2020 53 6,077 6,130
Additions - 932 932
Disposal / adjustments - 355 355
As at March 31, 2021 53 6,654 6,707
Accumulated depreciation:
As at April 1, 2020 8 921 929
Depreciation 1 1,080 1,081
Disposal / adjustments - 76 76
As at March 31, 2021 9 1,925 1,934
Net carrying value as at March 31, 2021 44 4,729 4,773
The depreciation expense for the year ended March 31, 2022 and March 31, 2021 is included in the following line items in the
consolidated statement of profit or loss.
Year ended
Particulars
March 31, 2022 March 31, 2021
Cost of revenues 1,066 1,027
Selling, general and administrative expenses 56 54
Total 1,122 1,081
7. Investments
Investments in mutual fund units, non-convertible bonds/ debentures, perpetual bonds, term deposits, commercial paper, unlisted
equity instruments and preference shares are classified as investments.
Cost and fair value of the above as at March 31, 2022 and March 31, 2021 are as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-current
Investment in non-convertible bonds/ debentures, perpetual bonds, unlisted equity
securities, unlisted preference shares, term deposits and mutual funds
Cost 3,110 1,147
Unrealised holding gains/(losses) 6 14
Fair value 3,116 1,161
Current
Investment in non-convertible bonds/ debentures, term deposits, commercial paper
and mutual funds
Cost 21,369 18,404
Unrealised holding gains/(losses) 1,022 903
Fair value 22,391 19,307
Total Investments 25,507 20,468
8. Inventories
As at As at
Particulars
March 31, 2022 March 31, 2021
Project related inventories 41 -
Total 41 -
9. Trade receivables
As at As at
Particulars
March 31, 2022 March 31, 2021
Trade receivables 17,723 13,190
Allowance for expected credit losses (410) (448)
Total 17,313 12,742
The Group uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The provision matrix is based on
its historically observed default rates over the expected life of the trade receivable and is adjusted for forward-looking estimates.
At regular intervals, the historically observed default rates are updated and changes in forward-looking estimates are analysed. The
Group estimates the following matrix at the reporting date.
Ageing
Particulars 1-90 91-180 181-360 More than
days days days 360 days*
Default rate as at March 31, 2022 0.5% 3.2% 18.2% 70.5%
Default rate as at March 31, 2021 0.2% 4.3% 21.8% 56.0%
*In case of probability of non-collection, default rate is 100%.
As at As at
Particulars
March 31, 2022 March 31, 2021
Current and time deposits with banks# 10,513 7,597
Cash and cash equivalents in the statement of financial position 10,513 7,597
Book overdrafts used for cash management purposes (refer note 18) - -
Cash and cash equivalents in the statement of cash flows 10,513 7,597
#
Balance with banks amounting to ` 28 and ` 25 as at March 31, 2022 and March 31, 2021 respectively includes earmarked balances in
respect of unpaid dividends and dividend payable.
The deposits maintained by the Group with banks comprises time deposits, which can be withdrawn by the Group at any point without
prior notice or penalty on the principal.
12. Equity
a) Share capital and share premium
The Company has only one class of equity shares. The authorized share capital of the Company is 800,000,000 equity shares of
` 10 each. Par value of the equity shares is recorded as share capital and the amount received in excess of the par value is classified
as share premium. The issued, subscribed and paid-up capital of the Company as at March 31, 2022 is 164,833,772 (As at March 31,
2021: 164,719,766) equity shares of ` 10 each amounting to ` 1,648 (As at March 31, 2021: ` 1,647).
The Company has only one class of shares referred to as equity shares having a par value of ` 10.
Each holder of the equity share, as reflected in the records of the Company as of the date of the shareholder meeting, is entitled to
one vote in respect of each share held for all matters submitted to vote in the shareholder meeting.
The Company declares and pays dividends in Indian Rupees and foreign currency. The dividend proposed by the Board of Directors
is subject to the approval of the shareholders in the Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the
Company after distribution of amounts payable to preference shareholders. However, no such preference shares exist currently. The
distribution will be in proportion to the number of equity shares held by the shareholders.
The amount of per share dividend recognized as distributions to equity shareholders for the year ended March 31, 2022 was ` 27.5
and for the year ended March 31, 2021 was ` 17.5.
The Board of Directors at its meeting held on April 16, 2021 had recommended a final dividend of 175% (` 17.5 per equity
share of par value ` 10 each) for the financial year ended March 31, 2021 which was approved by the shareholders at the
Annual General Meeting held on July 13, 2021. The aforesaid dividend was paid during the year ended March 31, 2022.
The Board of Directors have recommended a final dividend of 270% (` 27 per equity share of par value ` 10 each) for the financial
year ended March 31, 2022 which is subject to the approval of shareholders at the Annual General Meeting.
b) Retained earnings
Retained earnings comprises of undistributed earnings. A portion of these earnings as at March 31, 2022 amounting to Nil (As at
March 31, 2021: ` 87) is not freely available for distribution.
The share based payment reserve is used to record the value of equity-settled share based payment transactions with employees. The
amounts recorded in share based payment reserve are transferred to share premium upon exercise of stock options by employees.
This Special Economic Zone reinvestment reserve has been created out of the profit of eligible SEZ units in terms of the provisions of
section 10AA(1)(II) of the Income Tax Act, 1961. The reserve should be utilized by the Company for acquiring new plant and machinery
for the purpose of its business in terms of the section 10AA(2) of the Income Tax Act, 1961.
A statutory reserve created to the extent of sum equal to the nominal value of the share capital extinguished on buyback of Company’s
own shares pursuant to Section 69 of the Companies Act, 2013.
f) Other reserves
Change in fair value on FVTOCI financial assets and financial liabilities and re-measurement of net defined benefit liability/asset is
recognized in other comprehensive income (net of taxes) and presented within equity in other reserve.
Exchange difference relating to the translation of the results and net assets of the company’s foreign operations from their functional
currencies to the Group’s presentation currency are recognized directly in other comprehensive income and accumulated in the
foreign currency translation reserve.
Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized in other comprehensive
income and presented within equity in the cash flow hedging reserve (net of taxes) to the extent that the hedge is effective.
13. In the period of five years immediately preceding March 31, 2022:
a) Pursuant to the approval of the Board and the Administrative Committee at its meetings held on June 28, 2017 and July 20, 2017
respectively, the Company bought back 4,224,000 equity shares of ` 10 each on a proportionate basis, at a price of ` 625 per equity
share for an aggregate consideration of ` 2,640 (Rupees Two thousand six hundred and forty million only), and completed the
extinguishment of the equity shares bought back. Capital redemption reserve has been created to the extent of nominal value of
share capital extinguished amounting to ` 42. The buyback and creation of capital redemption reserve was effected by utilizing the
share premium and free reserves.
b) The Company has not allotted any equity shares as fully paid up without payment being received in cash.
Year ended
March 31, 2022 March 31, 2021
Particulars Weighted Weighted
Number of Number of
average average
share options share options
Exercise Price Exercise Price
Outstanding shares, beginning of the year 5,200 10.00 - -
Granted during the year 117,241 10.00 154,155 10.00
Exercised during the year 114,006 10.00 145,700 10.00
Lapsed during the year - - 3,255 10.00
Outstanding shares, end of the year 8,435 10.00 5,200 10.00
Shares vested and exercisable, end of the year 8,435 10.00 5,200 10.00
The Company has also granted letter of intent to issue shares under ERSP 2012 plan to certain employees which is subject to certain
vesting conditions. Details of the outstanding options/units as at March 31, 2022 are given below:
The weighted average fair value of each unit under the above mentioned ERSP 2012 plan, granted during the year ended March 31,
2022 was ` 873.36 using the Black-Scholes model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price ` 873.36
Weighted average exercise price ` 10
Dividend yield % 0.42%
Expected life 1-2 years
Risk free interest rate 5.56%
Volatility 35.15%
The ESOP Trust shall subscribe to the equity shares of the Company using the proceeds from the loan obtained from the Company,
other cash inflows from allotment of shares to employees under the ESOP Plan, to the extent of number of shares as is necessary for
transferring to the employees. The NRC shall determine the exercise price which will not be less than the face value of the shares.
Options under this program are granted to employees at an exercise price periodically determined by the NRC. All stock options
have a four-year vesting term and vest and become fully exercisable at the rate of 25% each over a period of 4 years from the date
of grant. Each option is entitled to 1 equity share of ` 10 each. These options are exercisable within 6 years from the date of vesting.
The options outstanding as at March 31, 2022 have an exercise price of ` 10 (As at March 31, 2021: NA) and a weighted average
remaining contractual life of 1.88 years (As at March 31, 2021: NA).
The weighted average fair value of each option under the above mentioned Series A of ESOP 2021 plan, granted during the year
ended March 31, 2022 was ` 2,965.70 using the Black-Scholes model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price ` 2,984.23
Exercise price ` 10
Dividend yield % 0.10%
Expected life 1-4 years
Risk free interest rate 4.88%
Volatility 34.68%
The options outstanding as at March 31, 2022 have an exercise price of ` 3,290.65 (As at March 31, 2021: NA) and a weighted average
remaining contractual life of 1.99 years (As at March 31, 2021: NA).
The weighted average fair value of each option under the above mentioned ESOP 2021 plan, granted during the year ended March
31, 2022 was ` 926.45 using the Black-Scholes model with the following assumptions:
As at
Particulars
March 31, 2022
Weighted average grant date share price ` 3,411.29
Exercise price ` 3,290.65
Dividend yield % 0.11%
Expected life 1-4 years
Risk free interest rate 4.94%
Volatility 34.29%
On May 22, 2021, the shareholders of the Company, through postal ballot, have approved the Grant of loan to Mindtree Employee
Welfare Trust (‘ESOP Trust’), the value of which, shall not exceed the statutory ceiling of five (5%) percent of the paid-up capital and
free reserves of the Company as on March 31, 2021. Further, the Company has obtained in-principle approval for listing of upto a
maximum of 2,000,000 equity shares of ` 10 each to be issued under ESOP 2021 from NSE and BSE on June 10, 2021 and June 14,
2021 respectively. The trust deed was executed effective May 25, 2021 and registered on August 24, 2021.
Year ended
Particulars
March 31, 2022 March 31, 2021
Balance at the beginning of the year 322 341
Invoiced during the year 7,878 5,151
Revenue recognized during the year (7,425) (5,170)
Balance at the end of the year 775 322
As at As at
Particulars
March 31, 2022 March 31, 2021
Gratuity (net) * 213 83
Compensated absences 1,530 1,437
Total 1,743 1,520
* Refer note 24 for details of gratuity plan.
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-current
Employee related liabilities - 4
Others (Security deposits for sub-lease) 3 2
3 6
Current
Book overdraft - -
Advances from customers 864 732
Employee related liabilities 5,594 4,673
Statutory dues payable 1,430 812
Liability for discount 1,033 557
Capital creditors 261 61
Margin money - 386
Liability towards transfer of business (refer note 36) 990 -
Other liabilities 27 97
10,199 7,318
Total 10,202 7,324
19. Provisions
As at As at
Particulars
March 31, 2022 March 31, 2021
Provision for post contract support services 22 15
Provision for disputed dues*# 812 759
Provision for foreseeable losses on contracts 1 16
Provision for unspent Corporate Social Responsibility (CSR) expenses 77 -
Total 912 790
*Represents disputed dues provided pursuant to unfavourable order received from the tax authorities against which the Group has
preferred an appeal with the relevant authority. In respect of the provisions of IAS 37 ‘Provisions, Contingent Liabilities and Contingent
Assets’, the disclosures required have not been provided pursuant to the limited exemption provided under paragraph 92 of IAS 37.
#
Also, refer note 31(f).
The disclosure of provisions movement as required under the provisions of IAS 37 is as follows:
Provision for post contract support services represents cost associated with providing sales support services which are accrued at
the time of recognition of revenue and are expected to be utilized within a period of one year.
Year ended
Particulars
March 31, 2022 March 31, 2021
Balance at the beginning of the year 15 10
Provisions made during the year 8 7
Released during the year (1) (2)
Provision at the end of the year 22 15
Year ended
Particulars
March 31, 2022 March 31, 2021
Balance at the beginning of the year - -
Provisions made during the year 77 -
Provision at the end of the year 77 -
Year ended
Particulars
March 31, 2022 March 31, 2021
Income tax expense as per the consolidated statement of profit or loss 5,578 3,879
Income tax included in other comprehensive income on:
- Remeasurement of defined benefit plan (24) 28
- Net change in fair value of cash flow hedges (480) (1,819)
The reconciliation between the provision of income tax of the Group and amounts computed by applying the Indian statutory income
tax rate to profit before taxes is as follows:
Year ended
Particulars
March 31, 2022 March 31, 2021
Profit before tax 22,107 14,984
Enacted income tax rate in India 34.94% 34.94%
Computed expected tax expense 7,724 5,235
Effect of:
Income exempt from tax (2,151) (1,771)
Temporary differences reversing during the tax holiday period (70) (4)
Expenses (net) that are not deductible in determining taxable profit 52 106
Different tax rates of branches/subsidiaries operating in other jurisdictions 171 157
Income subject to different tax rates 4 -
True up of tax provisions related to previous years (154) 155
Others 2 1
Income tax expense recognised in the statement of profit or loss 5,578 3,879
The tax rates under Indian Income Tax Act, for the year ended March 31, 2022 and March 31, 2021 is 34.94%.
Recognised
As at Recognised in in Other As at
Particulars
April 1, 2020 profit and loss Comprehensive March 31, 2021
Income
Property, plant and equipment 513 144 - 657
Right-of-use assets net of lease liabilities 98 69 - 167
Allowance for expected credit losses 84 21 - 105
Provision for compensated absences 288 1 - 289
Intangible assets (354) 306 - (48)
Net gain on fair value of mutual funds (126) (196) - (322)
Effective portion of cash flow hedges 1,093 - (1,819) (726)
Others 239 (10) - 229
Total 1,835 335 (1,819) 351
The Group has not created deferred tax assets on the following:
As at As at
Particulars
March 31, 2022 March 31, 2021
Unused tax losses (long term capital loss) which expire in
- FY 2021-22 18 48
- FY 2022-23 28 28
- FY 2023-24 22 22
Unused tax losses of foreign jurisdiction 79 94
The Group has units at Bengaluru, Hyderabad, Chennai and Bhubaneshwar registered as Special Economic Zone (SEZ) units which are
entitled to a tax holiday under Section 10AA of the Income Tax Act, 1961.
The Group also has STPI units at Bengaluru and Pune which are registered as 100 percent Export Oriented Units, which were earlier
entitled to a tax holiday under Section 10B and Section 10A of the Income Tax Act, 1961.
A portion of the profits of the Group’s India operations are exempt from Indian income taxes being profits attributable to export
operations from undertakings situated in Special Economic Zone (SEZ). Under the Special Economic Zone Act, 2005 scheme, units
in designated Special Economic Zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent
of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50
percent of such profits and gains for a further five years. Certain tax benefits are also available for a further five years subject to the
unit meeting defined conditions.
Dividend income from certain category of investments is exempt from tax. The difference between the reported income tax expense
and income tax computed at statutory tax rate is primarily attributable to income exempt from tax.
Pursuant to the changes in the Indian income tax laws in fiscal year 2007, Minimum Alternate Tax (MAT) has been extended to income
in respect of which deduction is claimed under the tax holiday schemes discussed above; consequently, the Company has calculated
its tax liability for current domestic taxes after considering MAT, as applicable. The excess tax paid under MAT provisions over and
above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions.
The Group is also subject to tax on income attributable to its permanent establishments in the foreign jurisdictions due to operation
of its foreign branches and subsidiaries.
21. Revenues
The nature of contract impacts the method of revenue recognition and the contracts are classified as Fixed-price contracts,
Maintenance contracts and Time and materials contracts.
The Group has applied practical expedient and has not disclosed information about remaining performance obligations in contracts
where the original contract duration is one year or less or where the entity has the right to consideration that corresponds directly
with the value of entity’s performance completed to date. The above revenue is subject to change in transaction price, if any.
The Group has evaluated the impact of COVID–19 resulting from (i) the possibility of constraints to render services which may require
revision of estimations of costs to complete the contract because of additional efforts (ii) onerous obligations (iii) penalties relating
to breaches of service level agreements and (iv) termination or deferment of contracts by customers. The Group has concluded that
the impact of COVID–19 is not material based on such evaluation. Due to the nature of the pandemic, the Group will continue to
monitor developments to identify significant uncertainties relating to revenue in future periods.
Year ended
Particulars
March 31, 2022 March 31, 2021
Interest income on financial assets at amortized cost 402 166
Interest income on financial asset at fair value through profit or loss 24 -
Net gain on financial assets designated at fair value through profit or loss 832 909
Gain on sale of property, plant and equipment 9 45
Net gain on termination of right-of-use assets - 33
Others 276 78
Total 1,543 1,231
Year ended
Particulars
March 31, 2022 March 31, 2021
Employee benefits (refer note 24) 63,278 51,132
Sub-contractor charges 10,788 5,730
Travel expenses 1,088 762
Communication expenses 716 583
Computer consumables 2,194 1,514
Legal and professional charges 945 526
Power and fuel 183 168
Lease rentals* 144 115
Repairs to buildings 404 282
Repairs to machinery 37 43
Insurance 110 105
Year ended
Particulars
March 31, 2022 March 31, 2021
Rates and taxes 648 534
Other expenses 2,762 1,617
Depreciation of property, plant and equipment 1,086 922
Depreciation of right-of-use assets 1,122 1,081
Amortization of other intangible assets 212 593
Total cost of revenues, selling, general and administrative expenses 85,717 65,707
*Represents lease rentals for short term leases and leases of low value assets.
The above expenses are recognized in the following line items in the consolidated statement of profit or loss:
Year ended
Particulars
March 31, 2022 March 31, 2021
Cost of revenues 72,316 55,544
Selling, general and administrative expenses 13,401 10,163
Total 85,717 65,707
Year ended
Particulars
March 31, 2022 March 31, 2021
Salaries and wages (refer note 27) 58,183 46,719
Contribution to provident and other funds* 4,324 4,084
Share based payments to employees (refer note 14)** 438 99
Staff welfare expenses 333 230
Total 63,278 51,132
*Includes contribution to defined contribution plans for the year ended March 31, 2022 ` 3,942 (For the year ended March 31, 2021
` 3,832). Also, refer note 31(f).
**The employees of the Group are eligible for shares under Employee Stock Option Plans of L&T Limited. The Group has recorded an
amount of ` 8 for year ended March 31, 2022 (For the year ended March 31, 2021 ` Nil) as cost of such stock option plans, based on
amounts cross-charged by the Parent Company. Also refer note 30.
The employee benefit cost is recognized in the following line items in the consolidated statement of profit or loss:
Year ended
Particulars
March 31, 2022 March 31, 2021
Cost of revenues 54,994 44,442
Selling, general and administrative expenses 8,284 6,690
Total 63,278 51,132
Year ended
Particulars
March 31, 2022 March 31, 2021
Gratuity Cost
Service cost 377 234
Net interest on net defined liability/(asset) 5 18
Re-measurement - actuarial gain/(loss) recognised in OCI (107) 116
Net gratuity cost 275 368
Assumptions
Discount rate 6.50% 5.85%
Salary increase 0%-7.5% 0%-7.5%
Withdrawal rate 15.33% 16.28%
Assumptions regarding future mortality experience are set in accordance with the published statistics by the Indian Assured Lives
Mortality (2012-14) Ult.
The estimates of future salary increase, considered in actuarial valuation, takes into account inflation, seniority, promotion and
other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets is based on
expectation of the average long-term rate of return expected on investments of the fund during the estimated term of the obligations.
The following table sets out the status of the gratuity plan.
As at As at
Particulars
March 31, 2022 March 31, 2021
Change in defined benefit obligations
Obligations at the beginning of the year 1,408 1,071
Service cost 377 234
Interest cost 82 67
Benefits settled (257) (124)
Adjustment towards transfer of business (refer note 36) 7 -
Actuarial (gain)/loss - experience (36) 2
Actuarial (gain)/loss - demographic assumptions 12 (23)
Actuarial (gain)/loss - financial assumptions (62) 181
Obligations at the end of the year 1,531 1,408
Historical information :
As at As at As at As at As at
Particulars
March 31, 2022 March 31, 2021 March 31, 2020 March 31, 2019 March 31, 2018
Present value of defined benefit
(1,531) (1,408) (1,071) (874) (705)
obligation
Fair value of plan assets 1,318 1,325 789 644 564
Liability recognised (213) (83) (282) (230) (141)
The experience adjustments, meaning difference between changes in plan assets and obligations expected on the basis of actuarial
assumption and actual changes in those assets and obligations are as follows:
As at As at
Particulars
March 31, 2022 March 31, 2021
Experience adjustment on plan liabilities (36) 2
Experience adjustment on plan assets 22 44
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant,
would have affected the defined benefit obligation by the amounts shown below:
The Group expects to contribute ` 684 to its defined benefit plans during the next year.
As at March 31, 2022 and March 31, 2021, 100% of the plan assets were invested in insurer managed funds.
The Group has established an income tax approved irrevocable trust fund to which it regularly contributes to finance liabilities of the
plan. The fund’s investments are managed by certain insurance companies as per the mandate provided to them by the trustees and
the asset allocation is within the permissible limits prescribed in the insurance regulations.
Year ended
Particulars
March 31, 2022 March 31, 2021
Profit for the year (A) 16,529 11,105
Weighted average number of equity shares for calculation of basic earnings per share (B) 164,779,774 164,661,734
Weighted average number of equity shares for calculation of diluted earnings per share (C) 164,884,399 164,742,573
Earnings per share:
Equity shares of par value ` 10 each
(1) Basic (`) (A/B) 100.31 67.44
(2) Diluted (`) (A/C) 100.25 67.41
Reconciliation of the number of equity shares used in the computation of basic and diluted earnings per share is set out below:
Year ended
Particulars March 31, 2022 March 31, 2021
Basic EPS Diluted EPS Basic EPS Diluted EPS
Weighted average number of equity shares
164,779,774 164,779,774 164,661,734 164,661,734
outstanding during the year
Weighted average number of equity shares
resulting from assumed exercise of employee - 104,625 - 80,839
stock options
Weighted average number of equity shares for
164,779,774 164,884,399 164,661,734 164,742,573
calculation of earnings per share
Year ended
Nature of expenses
March 31, 2022 March 31, 2021
Grant towards R & D credit 30 51
Total 30 51
The grant recognized in the statement of financial position as at March 31, 2022 is ` 63 (As at March 31, 2021 is ` 79).
b) During the year ended March 31, 2022, the Group received Government grants amounting to ` 1 from governments of various
countries on compliance of several employment-related conditions consequent to the outbreak of COVID-19 pandemic and
accordingly, accounted as a credit to employee benefits expense (refer note 24) (for the year ended March 31, 2021 ` 69).
28. Leases
a) Group as a lessee
Leases not yet commenced to which the Group is committed, amounts to ` 349 as at March 31, 2022 for a lease term of 2 to 5.5
years (As at March 31, 2021 ` 839 for a lease term of 10 years).
b) Group as a lessor
The Group has sublet few of the leased premises. Lease rental income under such non-cancellable operating lease during the
year ended March 31, 2022 amounted to ` 30 (for the year ended March 31, 2021 amounted to ` 39).
As at As at
Particulars
March 31, 2022 March 31, 2021
Receivable – Not later than one year 28 26
Receivable – Later than one year and not later than five years 27 38
Liabilities
Lease liabilities - 5,557 - 5,557 5,557
Trade payables and accrued expenses - 5,357 - 5,357 5,357
Derivative financial instruments 5 - 8 13 13
Other liabilities - 6,876 - 6,876 6,876
Total liabilities 5 17,790 8 17,803 17,803
Financial Financial
assets/ assets/ Financial
Total
liabilities liabilities assets at
Particulars carrying Fair value
at fair value measured at fair value
amount
through amortized through OCI
profit or loss cost
Liabilities
Lease liabilities - 5,377 - 5,377 5,377
Trade payables and accrued expenses - 2,676 - 2,676 2,676
Derivative financial instruments 31 - 2 33 33
Other liabilities - 5,223 - 5,223 5,223
Total liabilities 31 13,276 2 13,309 13,309
The Management assessed that fair value of cash and short-term deposits, trade receivables, other current financial assets, lease
liabilities, trade payables, book overdrafts and other current financial liabilities approximate their carrying amounts largely due to
the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale. The fair-value of the financial instruments factor the
uncertainties arising out of COVID-19, where applicable.
The following methods and assumptions were used to estimate the fair values:
i) Long-term fixed-rate and variable-rate receivables/borrowings are evaluated by the Group based on parameters such as interest
rates, specific country risk factors, individual creditworthiness of the customer and the risk characteristics of the financed project.
Based on this evaluation, allowances are taken into account for the expected losses of these receivables.
ii) The fair value of the quoted bonds and mutual funds are based on price quotations at reporting date. The fair value of unquoted
instruments and other financial liabilities, as well as other non-current financial liabilities, as applicable, is estimated by discounting
future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being
sensitive to a reasonably possible change in the forecast cash flows or discount rate, the fair value of the equity instruments is also
sensitive to a reasonably possible change in the growth rates. The valuation requires management to use unobservable inputs in the
model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of
reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
iii) Fair values of the Group’s interest-bearing borrowings and loans are determined by using Discounted Cash Flow (DCF) method using
discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at March
31, 2022 is assessed to be insignificant.
iv) The fair values of the unquoted equity and preference shares have been estimated using a DCF model. The valuation requires
management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and
volatility/ the probabilities of the various estimates within the range can be reasonably assessed and are used in management’s
estimate of fair value for these unquoted equity investments.
v) The Group enters into derivative financial instruments with various counterparties, principally banks with investment grade credit
ratings. Foreign exchange forward contracts and option contracts are valued using valuation techniques, which employs the use
of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using
present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange
spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest
rate curves etc. As at March 31, 2022 the marked-to-market value of derivative asset positions is net of a credit valuation adjustment
attributable to derivative counterparty default risk, as applicable. The changes in counterparty credit risk had no material effect on
the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognised at
fair value.
Fair Value
The fair value of cash and cash equivalent, trade receivables, unbilled revenue, other current financial assets, lease liabilities, trade
payables, book overdrafts and current financial liabilities approximate their carrying amount largely due to short term nature of
these instruments.
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at March 31,
2022 and March 31, 2021:
Quantitative disclosures of fair value measurement hierarchy for financial assets and liabilities as at March 31, 2022:
Liabilities
Derivative financial instruments - loss on
outstanding foreign exchange forward and option 13 - 13 -
contracts
Quantitative disclosures of fair value measurement hierarchy for financial assets and liabilities as at March 31, 2021:
Liabilities
Derivative financial instruments - loss on
outstanding foreign exchange forward and option 33 - 33 -
contracts
There have been no transfers between level 1, level 2 and level 3 for the year ended March 31, 2022 and for the year ended March 31,
2021.
A reconciliation of changes in the fair value measurement of investments in unlisted equity instruments and preference shares in
level 3 of the fair value hierarchy is given below:
As at As at
Particulars
March 31, 2022 March 31, 2021
Balance at the beginning of the year 8 8
Remeasurement recognised in OCI - -
Balance at the end of the year 8 8
The Group has evaluated the impact of the COVID-19 event on its highly probable forecasted transactions and concluded that there
was no impact on the probability of occurrence of the hedged transaction. The Group has considered the effect of changes, if any, in
both counterparty credit risk and its own credit risk in assessing hedge effectiveness and measuring hedge ineffectiveness.
The following table presents the aggregate contracted principal amounts of the Group’s derivative contracts outstanding:
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-designated derivative instruments:
in USD millions 1,725 1,146
The foreign exchange forward and option contracts mature anywhere between 1-60 months. The table below analyzes the derivative
financial instruments into relevant maturity groupings based on the remaining period as at the reporting date:
for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks,
which are summarised below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group’s receivables from customers and investment securities. Credit risk arises from
cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The
maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit
risk is to prevent losses in financial assets. The Group assesses the credit quality of the counterparties, taking into account their
financial position, past experience and other factors.
The following table gives details in respect of revenues generated from top customer and top 5 customers:
Year ended
Particulars
March 31, 2022 March 31, 2021
Revenue from top customer 26,573 22,984
Revenue from top 5 customers 37,688 32,193
One customer accounted for more than 10% of the revenue for the year ended March 31, 2022 and March 31, 2021. Further, one
customer accounted for more than 10% of the receivables as at March 31, 2022 and as at March 31, 2021.
Investments
The Group limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good
credit rating. The Group does not expect any losses from non-performance by these counterparties and does not have any significant
concentration of exposures to specific industry sectors.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group manages its
liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Also, the Group
has unutilized credit limits with banks.
The Group’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition,
processes and policies related to such risks are overseen by senior management.
As at As at
Particulars
March 31, 2022 March 31, 2021
Cash and cash equivalents 10,513 7,597
Investments in mutual funds (quoted) 15,578 16,975
Investments in non-convertible bonds/ debentures (quoted) 1,324 171
Investment in term deposit (unquoted) 4,111 1,821
Investment in commercial paper (unquoted) 1,378 340
Total 32,904 26,904
The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31, 2022 and
March 31, 2021:
For the year ended March 31, 2022, every 1% increase/decrease of the respective foreign currencies compared to functional currency
of the Group would impact operating margins by 0.3% /(0.3)%. For the year ended March 31, 2021, the impact on operating margins
would be 0.3% /(0.3)% .
Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The Group monitors the return on capital as well as the level of dividends on its equity shares. The
Group’s objective when managing capital is to maintain an optimal structure so as to maximize shareholder value.
Transactions with the above related parties during the year were:
Year ended
Name of related party Nature of transaction
March 31, 2022 March 31, 2021
Donation paid* 89 17
Mindtree Foundation Provision towards unspent CSR
77 -
expenses
Bridgeweave Limited Software services rendered 48 44
Mindtree Limited Employees Gratuity Fund Trust Contribution for Gratuity 143 561
Purchase of investments 2,810 730
L&T Mutual Fund
Proceeds from sale of investments 2,521 546
Dividend paid 2,765 1,759
Software services rendered 536 39
Reimbursement income 4 -
Management fee expense 132 -
Guarantee charges 16 6
Lease rental expense 22 -
Other services received 2 3
Subscription expense towards software
Larsen & Toubro Limited 41 -
licenses
Reimbursement of personnel cost - 89
Reimbursement of travel and other
9 3
expenses
Reimbursement of ESOP cost 8 -
Security deposit paid 112 -
Sale of SEIS scrip licenses 77 -
Purchase consideration towards
2,065 -
transfer of business (refer note 36)
Software services rendered 99 98
Software services received 281 10
Lease rental expense 1 -
Larsen & Toubro Infotech Limited Reimbursement of expenses 3 -
Reimbursement of personnel cost - 15
Subscription paid towards software
645 -
licenses
Software services rendered 36 20
L&T Technology Services Limited Software services received 37 9
Reimbursement of expenses 12 -
L&T Thales Technology Services Private Limited Software services rendered 65 57
L&T Geostructure Private Limited Software services rendered 3 -
L&T Infrastructure Engineering Limited Software services rendered 7 -
L&T Hydrocarbon Engineering Limited Software services rendered 12 -
L&T Valves Limited Software services rendered 2 -
L&T-MHI Power Boilers Private Limited Software services rendered 3 -
L&T-Powerchina JV Software services rendered 2 -
L&T-STEC JV Mumbai Software services rendered 1 -
Manipal Health Enterprises Private Limited Staff welfare expenses 9 -
*Represents donation made to fund CSR activities and other operating expenses
As at As at
Name of related party Nature of balance
March 31, 2022 March 31, 2021
Provision towards unspent CSR
Mindtree Foundation 77 -
expenses
Trade payables 133 6
Larsen & Toubro Limited Liability towards transfer of business
990 -
(refer notes 18 & 36)
Trade payables 89 10
Larsen & Toubro Infotech Limited
Lease liabilities 1 -
L&T Technology Services Limited Trade payables 27 3
Mindtree Limited Employees Gratuity Fund Trust Gratuity contribution payable 207 76
As at As at
Name of related party Nature of balance
March 31, 2022 March 31, 2021
Trade receivables 5 28
Bridgeweave Limited
Unbilled revenue 12 15
Trade receivables 395 8
Larsen & Toubro Limited Unbilled revenue 120 -
Security deposit 112 -
Trade receivables 21 13
Larsen & Toubro Infotech Limited
Unbilled revenue 4 5
Trade receivables 4 6
L&T Technology Services Limited
Unbilled revenue 1 1
Trade receivables 17 -
L&T Thales Technology Services Private Limited
Unbilled revenue 15 13
Trade receivables 3 -
L&T Valves Limited
Unbilled revenue 2 -
L&T Infrastructure Engineering Limited Trade receivables 9 -
Trade receivables 14 -
L&T Hydrocarbon Engineering Limited
Unbilled revenue 1 -
L&T Geostructure Private Limited Trade receivables 2 -
Trade receivables 2 -
L&T-MHI Power Boilers Private Limited
Unbilled revenue 1 -
L&T-Powerchina JV Trade receivables 1 -
L&T-STEC JV Mumbai Trade receivables 2 -
The amounts outstanding are unsecured and will be settled in cash. No guarantee has been given or received.
Director, for a second-term of 5 years from July 17, 2021 upto July 16, 2026 and the same was approved by the shareholders at the
Annual General Meeting held on July 13, 2021.
11
Mr. Prasanna Rangacharya Mysore, Independent Director ceased as a Director with effect from April 1, 2022 on completion of his tenure.
Key managerial personnel comprise directors and members of the executive council. Particulars of remuneration and other benefits
paid to key managerial personnel during the year ended March 31, 2022 and March 31, 2021 have been detailed below:
Year ended
Particulars
March 31, 2022 * March 31, 2021 *
Whole-time directors and executive officers
Salaries 170 133
Contribution to provident fund 25 9
Bonus and Incentives 103 72
Share based payments as per IFRS 2 26 35
Total 324 249
Year ended
Particulars
March 31, 2022 * March 31, 2021 *
Non-whole-time directors
Commission 35 34
Total 35 34
Total remuneration 359 283
* The above remuneration excludes gratuity and compensated absences which cannot be separately identified from the composite
amount advised by the actuary.
Dividends paid to directors during the year ended March 31, 2022 amounts to ` 1 (for year ended March 31, 2021 ` 0). Further, during
the year ended March 31, 2022, 45,100 shares (March 31, 2021 : 23,255) shares were allotted to the key managerial personnel.
a) The Group has received income tax assessment order for financial years 2006-07 and 2007-08 for the erstwhile subsidiary Mindtree
Technologies Private Limited (MTPL) with demands amounting to ` 11 and ` 10 respectively on account of certain disallowances/
adjustments made by income tax department. Management believes that the position taken by it on the matter is tenable and
hence, no adjustment has been made to the financial statements. The Group had filed an appeal with Commissioner of Income Tax
(Appeals) against the demand received. The Group has not deposited the amount of demand with the department. The department
has adjusted pending refunds amounting to ` 18 against these demands. For the financial year 2006-07, Commissioner of Income
Tax (Appeals) has passed an order during the year, pursuant to which substantial relief has been granted. The Group is awaiting the
order giving effect from the Commissioner of Income Tax (Appeals).
b) The Group has received income tax assessment order under Section 143(3) of the Income-Tax Act 1961 pertaining to erstwhile
subsidiary Aztecsoft Limited for the financial years 2001-02, 2002-03, 2003-04, 2004-05, 2005-06, 2007-08 and 2008-09 wherein
demand of ` 215, ` 49, ` 61, ` 28, ` 58, ` 214 and ` 63 respectively has been raised against the Group. These demands have arisen
mainly on account of transfer pricing adjustments made in the order. The Group has not accepted these orders and has been advised
by its legal counsel/ advisors to prefer appeals before appellate authorities and accordingly the Group has filed appeals before the
Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal (ITAT). The Group has deposited ` 15 with the department
against these demands. The department has adjusted pending refunds amounting to ` 556 against these demands.
The Group received a favourable order from the Commissioner of Income Tax (Appeals) for the financial year 2001-02 where in
the Commissioner of Income Tax (Appeals) accepted the Group’s contentions and quashed the demand raised. The income tax
department appealed against the above mentioned order with ITAT. ITAT, in an earlier year passed an order setting aside both the
orders of the Commissioner of Income Tax (Appeals) as well as the Assessing Officer and remanded the matter back to the Assessing
Officer for re-assessment. The Group preferred an appeal with the Hon’ble High Court of Karnataka against the order of the ITAT.
The Hon’ble High Court of Karnataka has dismissed the appeal filed against the order of ITAT and upheld the order passed by the
ITAT and accordingly the case is pending before Assessing Officer for re-assessment. The Deputy Commissioner of Income Tax has
completed the reassessment and has issued a Final assessment order with a revised demand amounting to ` 202 due to transfer
pricing adjustments. Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been
made to the financial statements. The Group has filed an appeal with Commissioner of Income Tax (Appeals).
The Group has received the order from the Commissioner of Income Tax (Appeals) for the financial year 2004-05 and on the
unfavourable grounds, the Group had filed an appeal with ITAT, Bengaluru. ITAT has issued a favourable order in connection with TP
proceedings. The department preferred an appeal with the Hon’ble High Court of Karnataka against the order of the ITAT.
The Group has received the order from ITAT for the financial year 2005-06 and ITAT has remanded the matter back to the Assessing
Officer for re-assessment. The Group has filed an appeal with the Hon’ble High Court of Karnataka. The Hon’ble High Court has
dismissed the appeal and this matter was pending with Assessing Officer. The Assessing Officer has passed the final assessment order
and the Group has filed an appeal against the same before the ITAT.
The Group has received the order from ITAT for the financial year 2007-08 and ITAT has quashed the order of the Assessing Officer.
Order giving effect to the ITAT order is yet to be received.
The Group has received revised order for the financial year 2008-09 under section 263 from Assessing Officer raising an additional
demand of ` 61, taking the total demand to ` 124. The Group had filed an appeal before ITAT. Subsequently, the group has received
the order from ITAT for the financial year 2008-09 and ITAT has quashed the order of the Assessing Officer. Order giving effect to the
ITAT order is yet to be received. During the year ended March 31, 2020, the Group has filed a writ petition with the Hon’ble High Court
of Karnataka to stay the proceedings of the assessing officer for the financial years 2007-08 and 2008-09.
The Group has appealed against the demands received for financial years 2002-03, 2003-04, 2004-05, 2005-06, 2006-07, 2007-08
and 2008-09. Based on favourable order received by the Group for the financial year 2001-02 from the Commissioner of Income Tax
(Appeals) and an evaluation of the facts and circumstances, no provision has been made against the above orders in the financial
statements.
c) The Group received an assessment order for financial year 2006-07 for the erstwhile subsidiary Mindtree Wireless Private Limited
from the Assistant Commissioner of Income-tax (‘ACIT’) with a demand amounting to ` 39 on account of certain other disallowances/
transfer pricing adjustments made by income tax department. Management believes that the position taken by it on the matter is
tenable and hence, no adjustment has been made to the financial statements. The Group has filed an appeal with Commissioner of
Income Tax (Appeals) against the demand received.
The Group has received the order from the Commissioner of Income Tax (Appeals) wherein the Commissioner of Income Tax (Appeals)
accepted the grounds in part and in respect of unfavourable grounds, the Group has filed an appeal before ITAT. The final order giving
effect by the Assessing Officer is completed and the demand is reduced to ` 33. The Group has deposited ` 5 with the department
against this demand.
d) The Group has received the revised order under section 263 for financial year 2009-10 from Assessing Officer reducing the demand
to ` 6. The Group has filed an appeal before ITAT. ITAT has dismissed the appeal. Order giving effect has been received. The Group has
filed a rectification request against the order giving effect.
e) The Group has received a final assessment order for financial year 2012-13 from the Deputy Commissioner of Income Tax with a
demand amounting to ` 15 on account of certain disallowances. Management believes that the position taken by it on the matter
is tenable and hence, no adjustment has been made to the financial statements. The Group had filed an appeal with Commissioner
of Income Tax (Appeals) and during the year, the Group has received an order wherein partial relief has been provided. The Group
has filed an appeal against the same with the ITAT and the order giving effect to the Commissioner of Income Tax (Appeals) order is
awaited.
f) During the year ended March 31, 2018, the Group received an order passed under section 7A of the Employees Provident Fund
& Miscellaneous Provisions Act, 1952 from Employees Provident Fund Organisation (EPFO) claiming provident fund contribution
aggregating to ` 250 for dues up to June 2016, and excludes any additional interest that may be determined by the authorities from
that date till resolution of the dispute, on (a) full salary paid to International Workers and (b) special allowance paid to employees.
Based on a legal advice obtained, the Group has assessed that it has a legitimate ground for appeal, and has contested the order by
filing an appeal with the Employees’ Provident Funds Appellate Tribunal. In view of the changes in the regulations with the new wage
code and social security code, the Group, supported by legal advice, continues to re-estimate the probability of any liability arising
from this matter and has accordingly recognized a provision of ` 709 (March 31, 2021: ` 659), including estimated interest, as on the
date of the statement of financial position.
The Group is structured into five reportable business segments – RCM, BFSI, CMT, TTH and HCARE. With effect from April 1, 2021, the
Group has expanded its foray into Healthcare industry and has revisited the classification of existing customers. This has resulted
in HCARE being introduced as a new segment and expanding the TTH segment to include customers who were involved directly
or indirectly with the real estate sector. Accordingly, the Group has regrouped certain customers between the segments and the
comparative numbers have been restated to give effect to such change. The reportable business segments are in line with the
segment-wise information which is being presented to the CODM.
Each segment item is presented at the measure used to report to the CODM for the purposes of making decisions about allocating
resources to the segment and assessing its performance. The accounting principles used in the preparation of the financial statements
are consistently applied to record revenue and expenditure in individual segments, and are as set out in the significant policies.
Geographic information is based on business sources from that geographic region and delivered from both on-site and off-shore.
The geographic regions comprise of North America, Continental Europe, UK and Ireland and Asia Pacific (includes Rest of the World).
Income and direct expenses in relation to segments are categorized based on items that are individually identifiable to that segment,
while the remainder of costs are apportioned on an appropriate basis. Certain expenses are not specifically allocable to individual
segments as the underlying services are used interchangeably. The Management therefore believes that it is not practical to provide
segment disclosures relating to such expenses and accordingly such expenses are separately disclosed as ‘unallocated’ and directly
charged against total income.
CODM does not review assets and liabilities at reportable segments level, hence segment disclosure relating to total assets and
liabilities has not been provided. Geographical information on revenue and industry revenue information is collated based on
individual customer invoices or in relation to which the revenue is otherwise recognized.
Industry Segments:
Year ended
Statement of income
March 31, 2022 March 31, 2021
Segment revenue from external customers
RCM 24,859 16,956
BFSI 18,764 15,632
CMT 45,818 36,937
TTH 14,524 9,317
HCARE 1,288 836
Total 105,253 79,678
Segment operating income
RCM 3,785 3,628
BFSI 3,638 3,310
CMT 11,276 8,454
TTH 3,122 905
HCARE 135 270
Total 21,956 16,567
Depreciation and amortization expense (2,420) (2,596)
Profit for the year before finance expenses, other income and tax 19,536 13,971
Finance costs (502) (504)
Other income 1,117 1,065
Interest income 426 166
Foreign exchange gain/ (loss) 1,530 286
Net profit before taxes 22,107 14,984
Income taxes (5,578) (3,879)
Net profit after taxes 16,529 11,105
Year ended
Other information
March 31, 2022 March 31, 2021
Other significant non-cash expense (Allocable)
RCM (25) 32
BFSI (55) (11)
CMT 63 11
TTH (38) (18)
HCARE 2 -
Geographical information
Year ended
Revenues
March 31, 2022 March 31, 2021
North America 77,800 61,767
Continental Europe 9,276 5,702
UK and Ireland 9,708 6,164
Asia Pacific 8,469 6,045
Total 105,253 79,678
Management believes that it is currently not practicable to provide disclosure of assets by geographical location, as meaningful
segregation of the available information is onerous.
Refer note 29 on Financial Instruments for information on revenue from major customers.
34. The Company, in an earlier year, had entered into a lease arrangement with a lessor for lease of a piece of land for a period of 30
years. Also, the Company had purchased two buildings constructed by the lessor on the above referred land vide a separate purchase
agreement and capitalized in the books of account. During the financial year 2019-20, the Company received a communication
from the lessor wherein it was mentioned that the lessor would like to convert the existing lease into a regular commercial lease
agreement and would like to refund the residual value of the deposits and the value of the buildings under the present agreements
and enter into a fresh agreement. During the previous year, the Company has completed the sale of the said buildings and termination
of lease for the said land for a price equivalent to their written down values. Accordingly, the said buildings and the land have been
derecognised. On entering into a regular commercial lease agreement, right-of-use asset and lease liability has been accounted in
accordance with IFRS 16 ‘Leases’. Accordingly, in the previous year, the improvements made to buildings earlier was reclassified to
“Furniture, fixtures and equipment” (refer notes 5 and 6).
35. The Code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Group towards
Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Ministry of Labour
and Employment (the Ministry) has released draft rules for the Code on November 13, 2020. The Group will complete its evaluation
and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules
are published.
36. Pursuant to the approval by the Board of Directors on May 14, 2021, the Company entered into a Business Transfer Agreement on
May 20, 2021 to acquire the digital transformation business undertaking, incubated and conducted under L&T-NxT (‘NxT Digital
Business’) from Larsen & Toubro Limited (L&T) to enhance the Company’s Cloud based IoT and AI capabilities for Industry 4.0, for a
cash consideration of ` 1,980 (determined based on an independent valuation) and net working capital as on the closing date. The
Company has consummated the above transfer of business on July 1, 2021.
The transaction between the Parent (L&T) and Subsidiary (the Company) has been recorded in the books of the Company using
the pooling of interests method. Accordingly, the assets and liabilities transferred has been accounted at the carrying amounts as
reflected in the books of L&T as at June 30, 2021 and no adjustments have been made to reflect the fair values, or recognize any
new assets or liabilities. The difference between the purchase consideration of ` 2,065 and the carrying amounts of the net assets
transferred of ` 209 has been adjusted to reserves. The financial information pertaining to the transfer of business is not material
and accordingly, financial statements of the Company in respect of the prior periods has not been restated. Details of the transfer of
business is as follows:
Particulars Amount
Property, plant and equipment, net 60
Intangible assets 64
Net working capital 85
Total net assets transferred 209
Purchase Consideration 2,065
Excess of consideration over net assets transferred 1,856
Adjusted against retained earnings (including capital reserve of ` 87) 1,856
37. Subsequent to the balance sheet date, the Company has agreed to acquire a 6.64% stake in COPE Healthcare Consulting Inc., USA
(‘COPE’) pursuant to a Stock Purchase Agreement entered on April 4, 2022. COPE is a healthcare consulting, implementation and
co-management leader in population health management, value-based care and payment, workforce development and data analytics.
Global Presence
1 6 1 7
ARIZONA WASHINGTON BELGIUM NORWAY
Mindtree Limited Mindtree Limited Mindtree Limited Mindtree Limited
16100 North 71st Street 5000 - suite 150, 5010 - suite 200, Pegasuslaan 5, 1831, Diegem, Belgium c/o BDO Advokater AS,
Suite #250, Scottsdale, AZ 85254, USA 148th Avenue NE, Ph: +32 2709 2055 Munkedamsveien 45,
Ph: +1 480 269 8100 Redmond, WA 98052, USA Postboks 1704 Vika,
Ph: +1 425 867 3900 0121 Oslo, Norway
2 7 2 8
3 8 3 9
MINNESOTA CANADA FINLAND POLAND
Mindtree Limited Mindtree Limited Mindtree Limited Mindtree Limited
1665 Utica Ave. S., Ste 500, St. Louis Park, 777 Dunsmuir Street, Suite 1700, c/o Larsen & Toubro Infotech, O3 Business Campus,
Minneapolis, MN 55416, USA Vancouver, BC Keilaranta 16A, 5th Floor, UL. OPOLSKA 110,
Ph: +1 612 230 2501 Canada V7Y 1K4 02150 Espoo, Finland 31 - 323 Kraków, Poland.
4 9 4 10
NEW JERSEY CANADA FRANCE POLAND
Mindtree Limited Mindtree Limited Mindtree Limited Mindtree Limited
25 Independence Blvd., Suite 401, Suite 1004-1006, 10th Floor, La Grande Arche, Paroi Nord, Ocean Office Park Building A,
Warren, NJ 07059, USA 3601 Highway 7 East, Markham, 92044, Paris, France Pana Tadeusza 2 street,
Ph: +1 908 604 8080 Ontario, Canada, L3R 0M3. Ph: +33 (0)1 7329 4524 Kraków, Poland
Ph: +1 905 305 7541
5 11
5 10 GERMANY SPAIN
TEXAS MEXICO Mindtree Limited Mindtree Limited
Mindtree Limited Mindtree Limited Neue Mainzer Str. 66, Suite S41, Carrer de Sardenya, 229,
5000 Quorum Drive, Suite #401, Avenida Circunvalación Agustín Yañez, 60311 Frankfurt am Main, Barcelona, Spain
Dallas, Texas 75254, USA Guadalajara 44500, Mexico Germany
Ph: +1 972 755 1910 Ph: 612 230 2500
5 12
UK AND IRELAND GERMANY SWEDEN
Mindtree Limited Mindtree Limited
3rd Floor, Hopfenstraße 6 7A Posthuset, Vasagatan 28,
80335-Munich, 111 20 Stockholm, Sweden
1 2 Germany Ph: 08-586 107 00
1 9 1 5
BENGALURU HYDERABAD AUSTRALIA NEW ZEALAND
Mindtree Limited (West Campus) Mindtree Limited Mindtree Limited Mindtree Limited
Global Village, RVCE Post, Mysore Road, Divyasree Orion SEZ, 12th Floor, Block #6, Suite 10.03, c/o BDO Auckland,
Bengaluru - 560 059, Karnataka, India 14th Floor, Block #4 & Block #7 31, Market Street, Level 4, 4 Graham Street,
Ph: +91 80 6706 4000 North Tower, Survey #66/1, Raidurga Sydney NSW 2000 Auckland, 1010, New Zealand
Fax: +91 80 6706 4100 Ranga Reddy District, Gachibowli, Australia
Hyderabad - 500 032, Telangana, India
2 Ph: +91 40 672 30000
BENGALURU 2 6
Mindtree Limited (East Campus) 10 AUSTRALIA SINGAPORE
Plot No. 150, EPIP Second Phase, KIADB HYDERABAD Mindtree Limited Mindtree Limited
Mindtree Limited One Melbourne Quarter, 1 Fullerton Road #02-01,
Bengaluru - 560 066 Sundew Properties Limited - SEZ Level 8 - 699 Collins Street, Office 2071,
Karnataka, India Unit No. 801, 8th Floor, Building No. 12D, Docklands, Victoria 3008 Singapore 049213
Ph: +91 80 6747 0000 Mindspace, Survey No. 64, Australia
Fax: +91 80 6747 3562 TSIIC Software Layout, Hi Tech City,
Madhapur Village, Serilingampally Mandal,
3 Ranga Reddy District, 3 7
Hyderabad - 500081, Telangana, India
BENGALURU JAPAN UAE
Mindtree Limited Mindtree Limited Mindtree Limited
Manyata Promoters Private Limited SEZ 11 2-21-7-703 Kiba, Koto-ku, 248, Block B,
B Wing , 4th Floor, Elm (C4) Building, Tokyo 135-0042, Japan 5W DAFZA, PO Box 293858,
MUMBAI
Embassy Manyata Business Park, Ph: +81 3 5809 8444 Dubai, UAE
Mindtree Limited
Rachenahalli , Nagavara, Ph: +971 4260 2400
AM Naik Tower, L&T Campus,
Bengaluru – 560045
Gate No. 3, 15th floor,
Karnataka, India
Jogeshwari – Vikhroli Link Road,
Ph: +91 80 6884 8100
Powai, Mumbai, Maharashtra – 400072 4 8
Ph: +91 22 68925190
4 MALAYSIA UAE
Mindtree Limited Mindtree Limited
BENGALURU 12 Level 16, 1 Sentral Jalan Stesan, 5,
Mindtree Limited
NOIDA KL Sentral 50470, Kuala Lumpur, Business Venue Building
Velankani Tech Park,
Mindtree Limited Malaysia Oud Metha, Dubai, UAE
Second Floor, Block I,
Floor 19, C-001/A2, Sector 16B, Ph: +971 4885 4147
No. 43, Electronics City,
Phase I, Hosur Road, WeWork Berger One, Noida,
Bengaluru, Karnataka – 560100 Gautam Buddha Nagar - 201301
Uttar Pradesh, India
5
BHUBANESWAR
Mindtree Limited
13
PUNE
MINDTREE SUBSIDIARIES
Plot No-1, Chandaka Industrial Estate, Mindtree Limited
Chandrasekharpur Post Office, ICC Tech Park, Tower B,
Khurda - 751024 Eighth and Ninth Floor, 1
Bhubaneswar, India Senapati Bapat Road, Shivajinagar,
Ph: 0674 664 3111 / 0674 664 3199 Pune, Maharashtra 411016 CHINA
Mindtree Software (Shanghai) Co., Ltd.
6 No. 501 Middle Yin Cheng Road
14
Pudong District, Shanghai
CHENNAI PUNE China 200120
Mindtree Limited Mindtree Limited Ph: +86 21 38932543
10th, 11th and 12th Floor, Neville Block, Rajiv Gandhi Infotech Park,
5th and 6th Floor, Hardy Block, Plot No. 37, Phase 1 MIDC, Hinjewadi,
TRIL Infopark Limited, 2
Pune - 411 057
Ramanujan IT City SEZ, Taramani, Maharashtra, India MALAYSIA
Chennai - 600 113, Tamil Nadu, India Ph: +91 20 679 24000 Bluefin Solutions Sdn. Bhd.
Ph: +91 44 66711100 Level 16, 1 Sentral Jalan Stesan, 5,
15 KL Sentral 50470, Kuala Lumpur,
7 Malaysia
KOLKATA
CHENNAI
Mindtree Limited
Mindtree Limited
Adventz Infinity @ 5, 18th floor,
Fourth floor, CRR Building (Right Wing),
Plot No. 5, Block - BN, Sector-V,
Eighth floor, A Wing - Tower A, TC 3 Building,
Salt Lake Electronics Complex,
Mount Poonamallee Road,
Bidhannagar, Kolkata,
Manapakkam, P.B. No. 979,
West Bengal 700091
Chennai, Tamil Nadu 600089
8 16
COIMBATORE WARANGAL
Mindtree Limited Mindtree Limited
Hanudev Info Tech Park Second Floor, Manikanta Gateway,
Unit No.Block "C", SF No. 558/2, Hanamkonda Mandal,
Udaiyampalayam Road, Nava India, Warangal Urban District
Coimbatore, Tamil Nadu 641028 Telangana 506001
Mindtree Limited | Integrated Annual Report 2020-21 405
Notice of the Twenty Third Annual General Meeting
Mindtree Limited
Registered Office: Global Village, RVCE Post, Mysore Road, Bengaluru 560 059, Karnataka, India.
Corporate Identity Number (CIN): L72200KA1999PLC025564
Ph: + 91 80 6706 4000 Fax: + 91 80 6706 4100 E-mail: [email protected] Website: www.mindtree.com
Ordinary business:
1. To receive, consider, approve and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March
31, 2022 together with Reports of the Board of Directors and Auditors thereon and Audited Consolidated Financial Statements and the
reports of the Auditors thereon for the financial year ended March 31, 2022.
2. To confirm the payment of Interim dividend of ` 10/- per equity share, and to declare a Final dividend of ` 27/- per equity share of
` 10/- each for the Financial Year 2021-22.
3. To appoint a Director in place of Mr. Venugopal Lambu (DIN 08840898), who retires by rotation and being eligible, offers himself for re-
appointment.
4. To appoint a Director in place of Mr. A. M. Naik (DIN 00001514), who retires by rotation and being eligible, offers himself for re-appointment.
Special business:
To consider and if thought fit, to pass the following resolution, as a SPECIAL RESOLUTION:
“RESOLVED THAT approval of the Company be and is hereby accorded for the re-appointment and continuation of Mr. A. M. Naik (DIN: 00001514)
as a Non-Executive Director of the Company who has attained the age of seventy-five years.”
NOTES:
1. The Ministry of Corporate Affairs (“MCA”) vide its General Circular No. 2/2022 dated May 5, 2022 (in continuation of Circular number
20/2020 dated May 5, 2020 read with circular number 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 2/2021 dated
January 13, 2021 and 21/2021 dated December 14, 2021 (collectively referred to as “MCA Circulars”) and the SEBI vide its Circular
Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI/
HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 (collectively referred to as “SEBI Circulars”), permit for holding the Annual General
Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the above
MCA Circulars and SEBI Circulars, the provisions of the Companies Act, 2013 (“hereinafter referred as “Act”) and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“hereinafter referred to as “LODR Regulations”), the AGM of the Company is being held
through VC / OAVM.
2. The AGM is being held through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for
appointment of proxies by the Members will not be available for the AGM and hence the route map, proxy form and Attendance Slip are
not annexed to this Notice.
3. The Board of Directors at its meeting held on April 18, 2022 recommended a final dividend of ` 27/- per share for the financial year ended
March 31, 2022. Further, shareholders may note that the Board of Directors at its meeting held on October 13, 2021 had declared an
Interim Dividend of ` 10/- per equity share of the face value of ` 10/- each. The same was paid on November 1, 2021 to the Shareholders
holding shares as on October 22, 2021, being the record date.
4. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration)
Rules, 2014, as amended from time to time, and Regulation 44 of the LODR Regulations, the Company has extended e-voting facility for
its members to enable them to cast their votes electronically on the resolutions set forth in this notice. The instructions for e-voting are
provided in this notice. The e-voting commences on Saturday, July 9, 2022 at 9 AM IST and ends on Tuesday, July 12, 2022 at 5 PM IST.
The voting rights of the Shareholders shall be in proportion to their shares held in the Company as on the cut-off date, i.e., Wednesday,
July 6, 2022.
5. Any person who is not a member on the cut-off date should treat this notice for information purposes only.
6. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as
on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.
7. Any person, who acquires shares and becomes a Member of the Company after dispatch of the notice and holding shares as on the cut-off
date i.e. Wednesday, July 6, 2022, may obtain the login ID and password by sending a request at [email protected] or to the Registrar and
Share Transfer Agent (RTA) at [email protected]. However, if he/she is already registered with National Securities Depository
Limited (NSDL) for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
Mr. Nagendra D Rao, Practicing Company Secretary (Membership No. FCS 5553, COP 7731) has been appointed by the Board of
Directors as the Scrutinizer to scrutinize the voting process in a fair and transparent manner. The scrutinizer shall, immediately after
the conclusion of voting at the annual general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast
through remote e-voting and count the votes and submit not later than two working days of conclusion of the meeting a consolidated
Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or any person authorized in writing, who shall
countersign the same. The Chairman/Authorised person shall declare the results of the voting on or before Friday, July 15, 2022. The
results declared, along with the Scrutinizer’s Report shall be placed on the Company’s website www.mindtree.com/investors and
on the website of NSDL after the results are declared by the Chairman/Authorised person and also be communicated to the Stock
Exchanges where the shares of the Company are listed.
8. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their
Depository Participants (DPs) in case the shares are held by them in electronic form and with RTA in case the shares are held by them in
physical form.
9. In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2021-22 is being sent only
through electronic mode to those Members whose email addresses are registered with the Company/RTA/ Depositories. Members may
note that the Notice and Annual Report 2021-22 will also be available on the Company’s website www.mindtree.com, websites of the
Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively,
and on the website of NSDL at https://www.evoting.nsdl.com. The Company will also be publishing an advertisement in newspaper
containing the details about the AGM i.e., the conduct of AGM through VC/OAVM, date and time of AGM, availability of notice of AGM at
the Company’s website, manner of registering the email IDs of those shareholders who have not registered their email addresses with the
Company/RTA, manner of providing mandate for dividends, and other matters as may be required.
10. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
11. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM,
but shall not be entitled to cast their vote again.
12. Pursuant to Section 91 of the Act, the Register of Members and the Share Transfer Books of the Company will remain closed from
Thursday, July 7, 2022 to Wednesday, July 13, 2022 (both the days inclusive).
13. Subject to provision of Section 123 of the Act, the final dividend, as recommended by the Board of Directors, if declared and approved at
the Twenty Third Annual General Meeting, will be paid on or before Friday, July 29, 2022, as under:
(a) To those Members whose names appear on the Register of Members of the Company on Wednesday, July 13, 2022.
(b) In respect of shares held in electronic form, the dividend will be payable to the beneficial owners of the shares on closing hours of
business on Wednesday, July 6, 2022 as per the list of beneficiaries furnished by NSDL and Central Depository Services (India) Ltd.
(CDSL), the Depositories, for this purpose.
The final dividend, once approved by the shareholders in the ensuing AGM will be paid electronically through various online transfer
modes to those shareholders who have updated their bank account details. For shareholders who have not updated their bank
account details, dividend warrants/ demand drafts/ cheques will be sent to their registered address. To avoid delay in receiving the
dividend, shareholders are requested to update their bank details with their depositories (shares held in dematerialized mode) and
with the Company’s Registrar and Share Transfer Agent (shares held in physical mode) to receive the dividend directly into their bank
account on the payout date.
14. The Company will deduct tax at source (TDS) at the prescribed rates on the dividend paid to its shareholders. The TDS rate would
vary depending on the residential status of the shareholders and the documents submitted by them and accepted by the Company.
Accordingly, the above referred Final Dividend will be paid after deducting TDS. The Company has sent out individual communication to
the shareholders who have registered their email IDs with the Company/RTA. The Company has also published an advertisement in the
Newspapers regarding tax on dividend. Kindly refer to https://www.mindtree.com/about/investors/faqs-tax-deducted-source-tds-dividend
for further information. The shareholders are requested to update their PAN with the RTA (shares held in physical mode) and with
depositories (shares held in demat mode).
In case where shares are held by intermediaries/ stock brokers and TDS is to be applied by the Company in the PAN of the beneficial
shareholders, then intermediaries/ stock brokers will have to provide the details of such beneficial shareholders along with self-declaration
that the shareholders are the beneficial owners on or before the Cut off date, accordingly the TDS will be credited to beneficiary PAN.
The Primary shareholder can request the Company to provide the credit of Tax Deducted at source on the dividend pay-outs by the
Company, separately in the case of joint shareholders (beneficiary shareholder) of the said shares by submitting the declaration as per
Rule 37BA of the Income Tax Rules, 1962 on or before the Cut off date.
15. It is mandatory vide SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 to update PAN, Address,
Email ID, Bank account details (KYC details) and Nomination details of shareholders, who have not updated the same with RTA in case
of physical shareholding and with Depository Participant (DP) in case of Demat shareholding. Henceforth, RTA will attend to all service
requests of the shareholders with respect to transmission, dividend, etc., only after updating the above details in the records.
Non-updation of KYC - Folios : wherein any one of the cited details/documents (i.e. PAN, Bank Details, Nomination) are not available
on or after April 01, 2023, shall be frozen by the RTA as per above SEBI circular.
a) eligible to lodge grievance or avail service request from the RTA only after furnishing the complete documents / details as aforesaid.
b) eligible for any payment including dividend only through electronic mode and an intimation from the RTA to the holder that the
aforesaid such payment is due and shall be made electronically upon complying with the requirements.
c) referred by the RTA / the Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or
Prevention of Money Laundering Act, 2002, if they continue to remain frozen as on December 31, 2025.
The RTA shall revert the frozen folios to normal status upon:
16. Mr. Venugopal Lambu - Executive Director and President – Global Markets, (DIN: 08840898), is subject to retirement by rotation based
on the terms of his appointment. Mr. Venugopal Lambu (DIN: 08840898), retires by rotation at this AGM, being eligible, offers himself for
re-appointment.
Pursuant to Regulation 36 of LODR Regulations, brief resume/details of Mr. Venugopal Lambu (DIN: 08840898) is annexed hereto and
forms part of the Explanatory Statement.
17. Mr. A. M. Naik - Non-Executive Chairman (DIN: 00001514), is subject to retirement by rotation based on the terms of his appointment.
Mr. A. M. Naik (DIN: 00001514), retires by rotation at this AGM, being eligible, offers himself for re-appointment.
Pursuant to Regulation 36 of LODR Regulations, brief resume/details of Mr. A. M. Naik (DIN: 00001514) is annexed hereto and forms part
of the Explanatory Statement.
18. The Company is obliged to print bank details on the dividend warrants/ demand drafts as furnished by the DPs and the Company cannot
entertain any request for deletion/ change of bank details already printed on the dividend warrant(s) / demand draft(s) based on the
information received from the concerned DPs, without confirmation from them. In this regard, Members are advised to contact their DPs
and furnish them the particulars of any change desired, if not already provided.
19. Member(s) must quote their Folio Number/DP ID & Client ID and contact details such as email address, contact no. etc., in all
correspondences with the Company/ RTA.
20. As per Regulation 40 of LODR Regulations, as amended, securities of listed companies can be transferred only in dematerialized form
with effect from April 1, 2019. Further, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022,
mandated listed companies to issue shares in dematerialized form only while processing the service requests including transmission and
transposition of securities.
In view of above, and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares
in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the RTA for assistance
in this regard.
21. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the
Company will be entitled to vote at the AGM.
22. Pursuant to the provisions of Section 72 of the Act, the Member(s) holding shares in physical form may nominate in the prescribed
manner any person to whom all the rights in the shares shall vest in the event of death of the sole holder or all the joint holders. A
nomination form for this purpose is uploaded at the Company’s website https://www.mindtree.com/sites/default/files/2021-11/Form-
No-SH-13-Nomination-Form.pdf and also at the RTA’s website its RTA [email protected]. Member(s) holding shares in demat
form may contact their respective DPs for availing this facility.
23. Member(s) holding shares in physical form is/are requested to notify immediately any change of their respective addresses and bank
account details. Please note that request for change of address, if found incomplete in any respect shall be rejected. Members holding
shares in demat form are requested to notify any change in their addresses, e-mails and/or bank account mandates to their respective
DPs only and not to the Company/RTA for effecting such changes. The Company uses addresses, e-mails and bank account mandates
furnished by the Depositories for updating its records of the Shareholders holding shares in electronic/demat form.
24. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid
Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in
respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members/
Claimants are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed
dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority, in Form No. IEPF-5
available on www.iepf.gov.in. For details, please refer to Directors’ Report which is a part of this Annual Report.
25. 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 the Directors’ Report.
26. The details of the process and manner for remote e-voting are explained herein below:
The remote e-voting commences on Saturday, July 9, 2022 at 9 AM IST and ends on Tuesday, July 12, 2022 at 5 PM IST. The remote
e-voting module shall be disabled by NSDL for voting thereafter.
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding
securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Individual Shareholders holding securities 1. Existing users who have opted for Easi / Easiest, they can login through their
in demat mode with CDSL user id and password. Option will be made available to reach e-Voting page
without any further authentication. The URL for users to login to Easi / Easiest
are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and
click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E
Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL.
Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
4. Alternatively, the user can directly access e-Voting page by providing demat
Account Number and PAN No. from a link in www.cdslindia.com home page. The
system will authenticate the user by sending OTP on registered Mobile & Email
as recorded in the demat Account. After successful authentication, user will be
provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders (holding securities 1. You can also login using the login credentials of your demat account through
in demat mode) login through their your Depository Participant registered with NSDL/CDSL for e-Voting facility.
depository participants
2. Upon logging in, you will be able to see e-Voting option. Click on e-Voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature.
3. Click on options available against company name or e-Voting service provider-
NSDL and you will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option
available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in
demat mode and shareholders holding securities in physical mode.
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS
login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast
your vote electronically.
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated
to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change
your password.
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you
on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a
.pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client
ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids
are not registered.
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available
on www.evoting.nsdl.com.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning
your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting
cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the
General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast
your vote and click on “Submit” and also “Confirm” when prompted.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
1. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the
relevant Board Resolution/ Authority letter etc., with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you
will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.
nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for
Shareholders available at the download section of www.evoting.nsdl.com or call on toll free nos. 1800 1020 990 and 1800 22 44 30
or send a request to [email protected].
Process for registration of email id for obtaining Annual Report and user id/password for e-voting and updation of bank account
mandate for receipt of dividend:
Physical Holding Please get your email ID registered with Link Intime India Pvt Ltd, by clicking
the link: https://linkintime.co.in/emailreg/email_register.html and follow the
registration process as guided therein. You are requested to provide details such
as Name, Folio Number, scanned copy of the share certificate (front and back),
PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned
copy of Aadhar Card), mobile number and e mail id.
For Permanent Registration for Demat Please contact your Depository Participant (DP) and register your email address
shareholders details in your demat account, as per the process advised by your DP.
For Temporary Registration for Demat Please get your email addresses registered with Link Intime India Pvt Ltd by
shareholders clicking the link:
https://linkintime.co.in/emailreg/email_register.html and follow the registration
process as guided therein. You are requested to provide details such as Name,
DPID, Client ID (16 digit DPID + CLID or 16 digit beneficiary ID) PAN (self-attested
scanned copy of PAN card), mobile number and e-mail id. (The data will be used
only as referral data and will not be updated in the system). Kindly update your
details with the respective DP for having the record permanently.
Note: Shareholders whose e-mail IDs are not registered may send an e-mail request to [email protected] for obtaining User ID and
Password by providing the details mentioned above, alternatively.
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and
registration of email ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate
(front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to rnt.
[email protected] or [email protected].
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master
or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) to (Company email id). If you are an Individual shareholders holding securities in demat mode, you are requested to
refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders
holding securities in demat mode.
3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by
providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding
securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting
facility.
Physical Holding Please get the same registered with Link Intime India Pvt Ltd, by clicking the link:
https://linkintime.co.in/emailreg/email_register.html on their website https://
www.linkintime.co.in/ and follow the registration process as guided therein.
You are requested to provide details such as Name, Folio Number, Certificate
number, PAN, e – mail id along with the copy of the cheque leaf with the first
named shareholders name imprinted on the face of the cheque leaf containing
bank name and branch, type of account, bank account number, MICR details and
IFSC code in PDF or JPEG format. You should also submit the request letter duly
signed.
Demat holding Please contact your Depository Participant (DP) and register your bank account
details in your demat account, as per the process advised by your DP.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
Access the VC portal by clicking this link System requirements for best VC experience
https://www.evoting.nsdl.com under shareholders/members Internet connection – broadband, wired or wireless (3G or 4G/LTE),
login by using the remote e-voting credentials. The link for VC/ with a speed of 5 Mbps or more
OAVM will be available in shareholders/members login where Browser :
the EVEN of Company will be displayed.
Google Chrome : Version 72 or latest
Members who do not have the User ID and Password for
e-voting or have forgotten the User ID and Password may Mozilla Firefox : Version 72 or latest
retrieve the same by following the remote e-voting instructions Microsoft Edge Chromium : Version 72 or latest
mentioned in this Notice. Further Members can also use the Safari : Version 11 or latest
OTP based login for logging into the e-voting system of NSDL.
Internet Explorer : Not Supported
Contact details
+ Ms Sarita Mote | Assistant Manager | National Securities Depository
Ltd.
+ 1800 1020 990 | 1800 224 430 |
e mail id: [email protected]
2. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the
relevant Board Resolution/ Authority letter etc., with attested specimen signature of the duly authorized signatory(ies), to the
Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] for authorizing its representatives to
attend the AGM through VC/OAVM.
3. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending
their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number to
[email protected] on or before Thursday, July 7, 2022. Those Members who have registered themselves as a speaker will be
allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers
depending on the availability of time for the AGM.
4. Facility of joining the AGM through VC / other Audio-Visual Means (OAVM) shall open 30 minutes before the time scheduled for the
members to join the AGM. The Shareholders can join the AGM through VC/OAVM mode 30 minutes before the scheduled time of
commencement of the Meeting by following the necessary procedure mentioned in the Notice of this AGM.
5. Members can participate in the AGM through their desktops / smartphones / laptops etc. However, for better experience and smooth
participation, it is advisable to join the meeting through desktops / laptops with high-speed internet connectivity.
6. Please note that participants connecting from mobile devices or tablets, or through laptops via mobile hotspot may experience audio
/ video loss due to fluctuation in their respective networks. It is therefore, recommended to use a stable Wi-Fi or LAN connection to
mitigate any of the aforementioned glitches.
EXPLANATORY STATEMENT
(Pursuant to the provisions of Sections 102 (1) and 110 of the Companies Act, 2013)
Item Number 5
Mr. A. M. Naik - Non-Executive Chairman (DIN 00001514), currently aged 79 years, was appointed as a Non-Executive Director with effect
from July 18, 2019. His term is due to retire by rotation at this Annual General Meeting. Hence, the Company is seeking approval of the
shareholders by passing Special Resolution pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the
re-appointment.
In the Information Technology sector, Mr. A. M. Naik had articulated an IT vision for L&T that envisaged turning an internal wing of L&T into
a market-facing, customer-centric organisation – now known as LTI (Larsen & Toubro Infotech Limited) and placing it on track to accelerated
growth. He has also been principally responsible for developing expertise across advanced technology platforms, and the extensive use
of IT as a major business enabler across L&T’s other verticals. The Company immensely benefits from his wisdom and wide experience. His
continued guidance and support for the Board is required. Hence, it is proposed to seek approval for Mr. Naik’s continuation as a Director
on the Board of the Company.
The Company seeks approval of the members in terms of applicable provisions of the Companies Act, 2013, and the Rules made thereunder
(including any statutory modifications or re-enactment(s) thereof, for the time being in force) and that of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and any amendments thereto and such other applicable regulations, for the re-appointment and continuation
of Mr. A. M. Naik (DIN 00001514) as a Director.
No Director, Key Managerial Personnel or their relatives, except Mr. A M Naik, to whom the resolution relates, is interested or concerned in
the resolution.
The Board recommends the resolution set forth in Item no. 5 for the approval of members.
Information pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable
Secretarial Standards
Item Number 3: Mr. Venugopal Lambu (DIN 08840898) – Executive Director and President – Global Markets
In his role, he is responsible for formulating Mindtree’s strategic direction and accelerating digital initiatives for clients, with an aim to
strengthen our leadership in technology innovation. He acts as an executive sponsor for strategic engagements and enables end-to-end
digital transformation for clients.
Previously, he has held leadership positions at Cognizant, HCL Technologies and IBM. He was member of Cognizant’s Executive Leadership
team and drove synergies for better business outcomes and facilitated Fortune 500 clients’ transition to digital seamlessly. He led HCL
Tech’s continental Europe growth from early stage player to leading partner of choice.
He is a member of the Forbes Technology Council, and chairs customer advisory councils in North America and Europe. He holds a
bachelor’s degree in Electronics Engineering from the University of Mysore, India and General Management certification from the London
Business School.
B. Date of Birth
January 17, 1972
E. Disclosure of relationship between Directors Inter se, Manager and Key Managerial Personnel (KMP)
None
G. Name/s of Listed Companies (other than Mindtree) in which Mr. Venugopal Lambu holds the Directorship and the Membership of
Committees of the Board:
None
I. Number of Board Meetings attended during the year (April 1, 2021 to March 31, 2022)
Total Number of Board meetings held: 6
Total number of Board meetings attended: 6
J. Committee Details in Mindtree Limited as on March 31, 2022 (Audit Committee and Stakeholders’ Relationship Committee):
As a Chairman – None
As a Member – None
He joined L&T as a Junior Engineer in 1965, and rapidly rose to positions of increasing responsibility as he moved from General Manager
to Managing Director and CEO, and then to his appointment as Chairman and Managing Director on December 29, 2003. He was the Group
Executive Chairman of L&T from 2012 to 2017. In October 2017, he stepped aside from executive responsibilities, and was appointed Group
Chairman. To transform L&T into a world-class conglomerate, he led a transformational process that boosted shareholder value. His leadership
has seen a remarkable improvement across all parameters of business performance – market capitalization, consolidated turnover and net
worth. He also spearheaded the restructuring of the conglomerate to facilitate its aggressive growth across a large revenue base.
Decades ago, he kick-started the process of indigenizing the manufacture of critical equipment for the defence sector and process industries.
His efforts led to L&T assuming the leadership position in the design, development and manufacture of missiles and weapon systems and forged
a vibrant relationship with national bodies for defence R&D and space research. He also infused a global perspective to L&T’s operations. This
involved revamping mindsets and ensuring that virtually every critical activity is benchmarked against global standards.
Other landmark achievements that have yielded significant value for L&T and its stakeholders include the de-merger of the cement business.
He conceptualized the proposal for the L&T Employees’ Trust which has ringfenced L&T, enabling the Company to retain its unique character
and strengthen the employees’ sense of belonging.
His emphasis on HR and the nurturing of human capital triggered major initiatives to attract, retain and groom talent. He is also principally
responsible for the use of IT as a major enabler across L&T’s businesses.
A concern for social uplift complements Mr. A M Naik’s keen business interests. He was instrumental in setting up the Larsen & Toubro Public
Charitable Trust, which is engaged in a wide spectrum of community development initiatives, including skill training at several locations
around the country. He remains deeply committed to the community, and has pledged 75% of his wealth to social causes in the sectors
of healthcare, education and skill development. A robust mechanism which he put in place ensures that every philanthropic initiative is
continuously monitored and achieves stated targets.
Mr. A M Naik is the Honorary Consul General for Denmark. He was conferred the Danish Knighthood by Her Majesty Queen Margrethe in 2008
and a further honour, the Order of the Dannebrog - Knight First Class in 2015.
The Government of India appointed him as Chairman of the National Skill Development Corporation (NSDC) from November 2018 to April
2022.
Helmed the Indian Institute of Management – Ahmedabad (IIM-A) as Chairman of the Board of Governors from 2012 to 2016.
Appointed Co-leader by the Ministry of Commerce and Industry, Government of India of the India-Malaysia CEOs Forum.
Was senior member of the Confederation of Indian Industry (CII) National Council.
Led Indian industry’s delegation to the 17th Congress of World Energy Council at Houston, 1998.
Ex-Member of the Board of Trade, Ministry of Commerce, Government of India, Fellow of the Indian National Academy of Engineers (INAE).
Was Co-Chairman of the Indo-Russia CEO Forum and active member Indo-Japan Business Leadership Forum.
Padma Vibhushan – one of India’s highest civilian honours. (Honours List, January 26, 2019)
Padma Bhushan – coveted national honour presented by the President of India (March 31, 2009)
Gujarat Garima (Pride of Gujarat) Award from the Government of Gujarat. (January 13, 2009)
Danish Knighthood: Conferred rank of Knight of the Order of the Dannebrog (2008). In 2015, he is conferred a higher rank – the Order of
the Dannebrog Knight First Class.
Conferred the Ernst & Young Lifetime Achievement Award 2021 (April 12, 2022)
Inducted into CNBC-TV18’s ‘Hall of Fame’ for demonstrating outstanding leadership in the corporate world over the years (April 1, 2022)
Lifetime Achievement Award presented by leading business publication Business Standard (December 2, 2021)
Outstanding Institution Builder award from the apex body for management in India, the All India Management Association (September 23,
2021)
Alma mater Birla Vishwakarma Mahavidyalaya names a hostel after Mr Naik and announces doctorate to be conferred (August 2, 2021)
B. Date of Birth
June 9, 1942
E. Disclosure of relationship between Directors Inter se, Manager and Key Managerial Personnel (KMP)
None
G. Name/s of Listed Companies (other than Mindtree) in which Mr. A. M. Naik holds the Directorship and the Membership of Committees
of the Board:
I. Number of Board Meetings attended during the year (April 1, 2021 to March 31, 2022)
Total Number of Board meetings held: 6
Total number of Board meetings attended: 5
J. Committee Details in Mindtree Limited as on March 31, 2022 (Audit Committee and Stakeholders’ Relationship Committee):
As a Chairman – None
As a Member – None
Information at a glance
Particulars Details
Time and date of AGM 4:00 PM IST, Wednesday, July 13, 2022
Mode Video conferencing (VC) and Other Audio-Visual Means (OAVM)
Participation through VC/OAVM https://www.evoting.nsdl.com/
Helpline number for VC participation 1800-222-990
Book closure date Thrusday, July 7, 2022 to Wednesday, July 13, 2022
Final dividend payment date On or before Friday, July 29, 2022
Information of tax on final dividend 2021-22 https://www.mindtree.com/about/investors/faqs-tax-deducted-source-tds-dividend
Cut-off date for e-voting and attending the AGM Wednesday, July 6, 2022
E-voting start time and date 9:00 a.m. IST, Saturday, July 9, 2022
E-voting end time and date 5:00 p.m. IST, Tuesday, July 12, 2022
E-voting website of NSDL https://www.evoting.nsdl.com/
Name, address and contact details of e-voting service Ms. Sarita Mote, Assistant Manager, NSDL, 4th Floor, ‘A’ Wing, Trade World,
provider Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.
Email: [email protected] / [email protected]
Tel: 91 22 24994890 | 1800-222-990
Name, address and contact details of Registrar and Link Intime India Pvt. Limited
Transfer Agent. C-101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai- 400 083, India. Tel: +91
22 49186000 |
e-mail: [email protected]
Website: www.linkintime.co.in