Annexures to the Directors’ Report

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

The provisions of conservation of energy and technology absorption and adaptation do not apply to the Company. However, various measures voluntarily taken by the Company in this regard are detailed under the Business Responsibility Report.

B.Technology Absorption

Efforts made in Technology as per Form B

As per Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988

Form B-Form for Disclosure of Particulars with respect to Absorption of your Company’s R&D Activities: 2013–14

1. Specific areas in which R & D was carried out by the Company

a) Technology and Innovation.

Your Company has been known for its consistent belief in investing in technology and innovation for securing its future. In this financial year, your Company has strengthened this further by carving out a centralized CTO organization, tasked with all round concerted thrust in technology and innovation.

CTO

The CTO office leads the technology thrust through three levers viz., Platforms and Products for Non-Linear Revenue Growth, Strategic Technology Group for assimilating critical capabilities in strategic technology areas and Innovation Evangelism and Intellectual Property Creation. In addition, all investments into technology centric activities in the lines of business and service offerings have been given focus through Centers of Excellence approved and governed by the CTO and run by the respective functional units.

CTO Council

The CTO council, created as the apex technology think tank as well as governing body for all technology related activities in Mindtree, is well represented by all lines of business and service offerings. The council met regularly on a monthly basis and crafted priorities as well as policies. The council helped create a technology specialization career path, which is being rolled out by the People Function.

The monthly CTO council meetings also served well as a cross functional knowledge sharing platform for tracking emerging technologies and their adoption in diverse vertical market segments, helping us to set priorities based on immediacy of opportunities as well as longterm potential.

Strategic Technologies

This group was setup to create critical capabilities in the emerging pillars of modern IT, viz., Social, Mobile, Analytics and Cloud (SMAC) computing.

Your Company’s Digital Business service line has been investing in creating the right blend of social media and user experience. The Digital Pumpkin is a unique endeavor and a state of the art interactive and immersive ideation lab where our engineers and customers can ideate and co-create advanced user experience implementations along with advanced visualization for social analytics. Further, investments are being made in adopting advanced Graph Model based Social Network Analytics techniques, to help our customers in assessing and shaping their brand awareness in social media.

Your Company’s Mobility Apps for Retail/CPG and Transport & Logistics were adjudged the best in their category at the SAP Mobile App Challenge at Techd Las Vegas, Oct 2013. These apps run on the tablets and have been built using the SAP Mobility Platform (SMP) 2.3. Having achieved commonly sought capabilities in Hadoop, NoSQL and allied Big Data technologies, your Company has also been focusing on inmemory data bases. In particular, building comprehensive solution capabilities centered around SAP such as HANA, Mobility, Fiori (the new UI for all SAP applications based on UI5) and certain industry-specific solutions like Trade Promotion Management.

Our focused HANA services offering now will include consulting services to identify HANA use-cases, migrations of BW/CRM/Business Suite to HANA, operational reporting and Analytics. Your Company was a sponsor at SAPPHIRE Orlando and for the first time, in June 2014 which will showcase our HANA and Mobility capabilities there.

Your Company has built significant deep expertise on all leading cloud platforms like SalesForce.com, Microsoft Azure and others.

Your Company enjoys a unique and deep partnership with Microsoft and continued its investments around Microsoft technologies and solutions. Through Mindtree, Microsoft Lab developed expertise and technology frameworks in the areas of Azure, Windows 8 and Modern app development. Some of the notable achievements this year included:

• A reference implementation that covers many of the entrenched features and components of Windows Azure. This implementation will make it easier for your Company to prescribe Azure solutions and migrate our clients to the Azure platform.
• An Azure Automation Testing framework that automates testing of certain Azure components like queues, blobs, service bus etc.,
• An Azure Cache Capacity Assessment Framework that can be used for evaluating the Azure cache performance and may also be used for the cache capacity planning.
• Tools to facilitate a Dev-Ops engagement model for continuous monitoring and deployment on Azure.
• A modern app State Management Library that reduces efforts towards developing Modern Apps on Windows 8 Platform.
• Reusable Automation Libraries for User Interface Testing of Modern Apps on Windows 8 Platform.
• Multi-Touch (Injection) Automation Libraries that extend Microsoft’s internal Touch driver and reduce effort towards developing a Multitouch Modern App.
• Your Company has built an engineering platform on Azure which will help reduce engineering effort by over 25%. All the common elements of any SaaS solutions like billing, multi-tenant management are abstracted in this platform thus helping to reduce the effort required to build any new SaaS solutions on Azure.

Internet Of Things

In addition to the focus on cloud, mobility and social, your Company will be investing in building capabilities and solutions around Internet of Things (IOT), where your Company is expecting to see a significant growth. Leveraging our long established expertise in short-range wireless technologies and embedded intelligence, we plan to create a highly differentiated center of excellence in the IOT under our Embedded R&D Service Line. This COE will help unify apparently diverse skill sets such as embedded, wireless, data networking, NW management and Streaming Data Analytics to deliver cutting edge IOT solutions in partnership with our strategic high tech accounts.

Non-Linear Products and Platforms

Your Company continued its investments in the two platforms of non-linear growth viz., VmUnify TM Cloud Management and Orchestration platform and Intelligent Video Surveillance System. VmUnify, consolidated its credentials through several strong achievements this year. It added several critical features such as support for VMware 5.5, Windows Server 2012 R2, Parallels APS v2.0 besides supporting Amazon and Azure. VmUnify was mentioned as an upcoming Cloud Management and Automation platform by 451 Research. Your Company also participated in the Parallels, Microsoft Hosting, VMworld and Microsoft World Partner conference, taking our reach to these platform centric communities. These initiatives culminated in securing strategic System Center Alliance with Microsoft and Application Packaging Standard Alliance with Parallels our Intelligent Video Surveillance Solution platform based on the next generation IP based video surveillance management, recording and analytic technologies is well sought over in our target markets which are government and public infrastructure enterprises, distributed installations, Oil and Gas Industry and Retail industries. Our partnership with technology and system integration companies have grown to over 30, including the likes of ECIL, Nelco, Honeywell, EMC-Lenovo, Axis & Bosch. Your Company has participated in several shows including Security Expo 2013 at New Delhi, Axis Partner Meets, Gladius Launch and has filed 4 patents in India and US so far in the area of Video analytics and 2 US Patents have been granted this year.

Your Company’s flagship Remote Infrastructure Monitoring and service delivery platform MWatch™ has been enhanced with several capabilities, to become the Unified Service Delivery Platform of choice for IT infrastructure, be it a hosted in-premise or private cloud or public cloud such as Amazon or Azure. The automation and service management framework enhancements gives customers real-time provisioning and monitoring of virtual infrastructure.

MWatch now implements a Private Cloud platform based on OpenStack helps enterprise customers to leverage the elasticity of the cloud but with the assurance of data being in their control.

Intellectual Property Management

Mindtree has been creating significant values for our customers, stakeholders and our employees via patenting and intellectual asset management thereby establishing technology leadership and market agility. Patents filed by Mindtree have helped us to differentiate among other service companies and have provided our customers significant value-add beyond the traditional engineering engagements, Mindtree has filed for 19 patents of which 8 are issued and 5 are with our customers.

As part of building enterprise wide awareness and culture from IP Management perspective, your Company has developed Intellectual Property curriculum and also put in place the IP Management Portal.

Innovation Evangelism

Your Company has recognized the importance of continuous innovation in all aspects of its business and hence this year has created a focused Innovation Evangelist role within the CTO organization. Our innovation philosophy has been to be inclusive, of all our employees in all functions as well as our customers. Innovation activities have been organized at three levels – Corporate Level, Domain/Service Line level and Delivery Level.

At the corporate level, this year your Company had a successful proposal drive for our flagship business incubation program 5*50. After multiple rigorous evaluation sessions, identified three candidates for incubation from the 56 qualified proposals. The business planning for these is being carried into the financial year 2014-15 planning cycle.

At the delivery organization level, our next generation delivery platform has been augmented with mechanisms and avenues for customer value add at the project or account level. This has yielded several incremental innovation opportunities improving productivity and value add to the project.

Osmosis is the Mindtree annual technology fest that is conducted on a variety of themes like building Expert Thinking to showcase our capability on technology depth and customer centricity. Mindtree Minds come together on this platform to engage with key stakeholders like Customers, Partners, Industry Experts and most importantly with their peers. Mindtree celebrated 10th edition of Osmosis in 2014.

b) Patents

In financial year 2013-14 your Company filed patent application for Integrated Radio Frequency Front End Circuit.

2. Benefits derived as a result of the above R & D

The expertise built up by your Company through the R&D initiatives has been instrumental in winning some of the customers during the year. Your Company uses the expertise in the R&D team to provide technology consulting services to some of its customers.

3. Future plan of action

Your Company will invest in R&D initiatives going forward.

4. Technology Absorption, Adaptation and Innovation

Your Company provides its employees with a 'state of the art' working environment, with a view to optimize their performance. The hardware & software used is the very latest. All employees have access to the Internet. The excellent communication infrastructure put in place by your Company ensures that the employees get to work on the same environment that the customers’ engineering teams work on.

The communication infrastructure also enables the employees of your Company working onsite to work very closely with their counterparts in India, enabling a 24-hour delivery model. The adoption of latest technologies along with the investments in R&D enables your Company to be the preferred technology solutions provider to many leading global corporations.

C. Foreign Exchange Earnings and Outgo

Earnings and Expenditure in Foreign Currency (Accrual Basis)

Foreign Exchange (Used)

Foreign Exchange (Earned)

D.Disclosure as per Ministry of Corporate Affairs’ General Circular No. 2/2011 dated February 8, 2011.

Financial Summary of the Subsidiary Company of Mindtree Limited-Mindtree Software (Shanghai) Co. Ltd.,

*Note: Corresponding figures for previous year presented have been regrouped, wherever necessary to confirm to the current year's classification. The detailed financials of the Subsidiary Companies shall be made available to any Shareholder seeking such information.

E. Details of unclaimed shares as per Clause 5A (I) and (II) of the Listing Agreement

a) As required under Clause 5A (I) of the Listing Agreement, the Registrar and Share Transfer Agent of the Company has sent three reminders to the Shareholders whose shares were lying in the escrow account with the Company unclaimed/undelivered. These unclaimed/undelivered shares amounting to 197 of 11 Shareholders have been transferred to a demat suspense account opened by the Company as required under the Listing Agreement when no response was received from any Shareholders to the reminders.

The status of the aforesaid unclaimed shares as on March 31, 2014 is given below

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

b) As required under Clause 5A (II) of the Listing Agreement, the Registrar and Share Transfer Agent of the Company has sent three reminders to the Shareholders whose physical shares were unclaimed/undelivered. These unclaimed/undelivered physical shares amounting to 16,766 of 326 Shareholders, have been transferred into one folio to the unclaimed suspense account opened by the Company as required under the Listing Agreement when no response was received from any Shareholders to the reminders.

The status of the aforesaid unclaimed shares as on March 31, 2014 is given below

* Date of transfer to the unclaimed suspence account by the Company.

F. Employee Stock Option Plans

The Company has instituted the Employees Stock Option Plan ('ESOP') in fiscal 2000, which was approved by the Board of Directors ('Board'). Your Company currently administers seven stock option programs, viz., ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008 A, DSOP 2006, ESOP 2010 A, a stock purchase scheme namely, Mindtree Employee Restricted Stock Purchase Plan 2012 and a Phantom Stock Options Plan (Stock Appreciation Rights Plan). Summary information of these various stock option programs of the Company is provided under Notes to Accounts under both Standalone Financial Statements and Consolidated Financial Statements of this Annual Report and they form part of this Annul Report.

The Company has recorded compensation cost for all grants using the intrinsic value based method of accounting, in line with prescribed SEBI Guidelines.

Had compensation been determined under the fair value approach described in the Guidance Note on, “Accounting for employee share based payments” issued by ICAI, the Company’s net profit and basic and diluted earnings per share would have reduced to the proforma amounts as indicated:

The Company has received/realised the below mentioned amount by exercise of options by the Employees/Directors. The following table summarizes the information about the amounts received/realized by the Company under various programs as on March 31, 2014 and March 31, 2013 respectively:

G. Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975, and forming part of the Directors’ Report for the financial year ended March 31, 2014

H. Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975, and forming part of the Directors’ Report for the financial year ended March 31, 2014 (For the Part of the Year)

I. Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975, and forming part of the Directors’ Report for the financial year ended March 31, 2014 (Resigned)

* Resigned as Executive Director w.e.f. May 6, 2013.

Notes

1. Remuneration above is on Cost to Company basis, i.e., basic salary, all perks and allowances, incentives and employer's contribution to provident fund.

2. None of the employees is related to any Director of the Company.

3. The terms of employment of the above-referred employees/directors are contractual and they perform such duties as prescribed thereunder.

4. None of the above-referred employees/Directors held shares exceeding 1% as on March 31, 2014 except for Mr. Krishnakumar Natarajan, Mr. Subroto Bagchi, Mr. S. Janakiraman and Mr. N. S. Parthasarathy.

For and on behalf of the
Board of Directors