Code of Fair Practices & Disclosure

1. Introduction

1.1. The Securities and Exchange Board of India (“SEBI”) notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) on January 15, 2015. Pursuant to Regulation 8 of the PIT Regulations, Mindtree Limited (“Mindtree” or the “Company”) is required to formulate and publish on Mindtree’s website, a code of practices and procedures for fair disclosure of unpublished price sensitive information (“Fair Disclosure Code”). Accordingly the Board of Directors of Mindtree (“Board”) has formulated this Fair Disclosure Code.

1.2. The objective of this Fair Disclosure Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for Mindtree’s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

1.3. This Fair Disclosure Code will ensure timely and adequate public disclosure of Unpublished Price Sensitive Information no sooner than credible and concrete information comes into being in order to make such information generally available. The term ‘Unpublished Price Sensitive Information (UPSI)’, shall have the meaning as provided under the Mindtree’s policy on Code of Conduct for Prevention of Insider Trading in the Securities of Mindtree Limited (“PIT Code”).

1.4. All terms used in this Fair Disclosure Code, but not defined, shall have the meanings ascribed to them in the PIT Regulations and the PIT Code.

2. Overseeing and Coordinating Disclosure

2.1. Any disclosure/dissemination of Unpublished Price Sensitive Information (unless mandated by the PIT Regulations or the PIT Code) on behalf of Mindtree shall be first approved by the Authorized officers. The details of officers authorized to determine materiality of an event/ information and make timely and adequate disclosure of UPSI to the stakeholders under this Fair Disclosure Code and the PIT Regulations is given in the below link:

https://www.mindtree.com/about/investors/contact-details-officers-authorized-determine-materiality-information

2.2. The Head, Investor Relations of Mindtree will act as Chief Investor Relations Officer (‘CIRO’). In the absence of the Chief Investor Relations Officer for any reason, the Compliance Officer of Mindtree or such other person as appointed by the Board shall carry out the responsibilities of the Chief Investor Relations Officer as required under this Fair Disclosure Code and the PIT Regulations. The term ‘Compliance Officer’ shall have the meaning as provided under the PIT Code.

2.3. The Chief Investor Relations Officer shall report to and be answerable to the Chief Financial Officer (CFO) of Mindtree.

2.4. The responsibilities of the Chief Investor Relations Officer shall include dealing with dissemination of information and disclosure of unpublished price sensitive information.

2.5. In the event of disclosure / dissemination of Unpublished Price Sensitive Information by an employee of Mindtree (herein after referred to as “Mindtree Mind”), without the approval of the Authorized Officers, such Mindtree Mind shall inform the Compliance Officer about such disclosure / dissemination as soon as possible. The Compliance Officer will then take appropriate measures to rectify such disclosure or make it generally available, if necessary.

3. Responding to queries on News Reports and Market Rumours

3.1. Any query on news reports or request for verification of market rumours received from stock exchanges, regulatory authorities, the press, the media or any other source received by a Mindtree Mind shall ordinarily be directed to the Compliance Officer/ Chief Investor Relations Officer.

3.2. The Compliance Officer/ Chief Investor Relations Officer shall in turn upon consultation with the Authorized officers, respond to the same in an appropriate and fair manner and thereafter co-ordinate to make appropriate disclosures, if necessary.

4. Disclosure/dissemination of Price Sensitive Information with special reference to Analysts, Institutional Investors

4.1. The Company will ensure that information shared with analysts and research personnel is not unpublished price sensitive information.

4.2. The Chief Investor Relations Officer shall be invited to the meetings and conferences with analysts and institutional investors, organized by Mindtree.

4.3 All Mindtree Minds shall adhere to the following guidelines while dealing with analysts and institutional investors:

4.3.1 Sharing of non-public information

1. Investors and analysts should only be given access to Generally Available Information. However, in the event that any information that is not generally available is provided to an institutional investor, analyst or researcher then Mindtree shall ensure that such information is contemporaneously made available to the public as well. With regard to the meaning of ‘Generally Available Information’, kindly refer to the PIT Code.
2. In any event, disclosure of any information that is not Generally Available Information (irrespective whether such information is price sensitive or not) shall only be made with the prior approval of the Authorized Officers.

4.3.2 Handling of unanticipated questions

1. Mindtree Minds shall take extra care and caution while dealing with unanticipated questions during meetings with analysts, brokers, researchers and / or institutional investors.
2. Unanticipated questions should be noted and only be given considered responses (which have been approved by the Chief Investor Relations Officer). If responding to such unanticipated questions requires dissemination of Unpublished Price Sensitive Information, then the Chief Investor Relations Officer will co-ordinate with Compliance Officer to first disseminate such Unpublished Price Sensitive Information to the public and only subsequently respond to such unanticipated question.

4.3.3 Simultaneous release of information

1. In the event that Mindtree proposes to organise meetings with analysts, brokers, researchers and / or institutional investors, the Chief Investor Relations Officer shall to the extent possible ensure that all such meetings are webcasted on Mindtree’s website.
2. In the event that webcasting of meetings referred to above is not possible, the Chief Investor Relations Officer shall ensure that Mindtree makes a press release, post relevant information on Mindtree’s website, or release relevant information or through any other effective medium.
3. The Chief Investor Relations Officer shall endeavor to develop best practices to make transcripts or records of such meetings on Mindtree’s website to ensure official confirmation and documentation of disclosures made.
4. The Company shall disclose audio recordings or transcripts of analysts / research personnel / investor meet to the stock exchanges, where UPSI is shared.

5. Silent Period

The Company has adopted a “silent” period commencing from seven calendar days prior to the 1st of April, the 1st of July, the 1st of October and the 1st of January of every year until the declaration of financial results and the earnings release for the respective quarters. During this period, no Authorized Officers/ Chief Investor Relations Officer of the Company will meet any analysts and investors to discuss financials and/or operational results. However, during the silent period, the Company will continue to issue press releases and communicate with the media regarding its business, services or operations, including releases or communications on historical financial information.

6. Information to be possessed or procured or communicated for legitimate purpose

6.1. Need to Know: The Company shall handle Unpublished Price Sensitive Information on a “need to know” basis, i.e., Unpublished Price Sensitive Information should be disclosed only to those within and outside Mindtree who need to know such Unpublished Price Sensitive Information to discharge their duty and whose possession of such Unpublished Price Sensitive Information will not give rise to a conflict of interest or appearance of misuse thereof.

6.2 The Unpublished Price Sensitive Information shall be communicated, provided or allowed access to by any person(s) only in furtherance of legitimate purpose(s), which shall include the following:

1. Sharing of Unpublished Price Sensitive Information in the ordinary course of business by any insider, with existing or proposed partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, etc.,
2. Sharing of Unpublished Price Sensitive Information where such communication is in furtherance of performance of duty (ies).
3. Sharing of Unpublished Price Sensitive Information for discharge of legal obligation(s).
4. Sharing of Unpublished Price Sensitive Information for any other purpose as may be prescribed under the PIT Regulations or any other law for the time being in force in this behalf, as may be amended from time to time.
5. Sharing of Unpublished Price Sensitive Information for any other genuine or reasonable purpose as may be determined by the Board from time to time.

Provided that such sharing should not be carried out to evade or circumvent the prohibition provided under the PIT Regulations.

An Insider before sharing the UPSI with any other person shall notify him/her that the information is UPSI and to maintain confidentiality of the same. Further, due notice shall also be given to such persons to maintain confidentiality of the Unpublished Price Sensitive Information in compliance with this Fair Disclosure Code and the PIT Regulations. The Company will also be required to maintain Structured Digital Database (SDD) whenever UPSI is shared.

7. Medium of Disclosure / Dissemination

7.1. To avoid selective disclosure, Unpublished Price Sensitive Information will be uniformly and universally disseminated.

7.2. There will be prompt dissemination of Unpublished Price Sensitive Information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.

7.3. All material disclosures made by Mindtree to stock exchanges shall be updated and maintained on the Company’s website, as may be required in accordance with the requirements of applicable laws.

Approval History