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MindTree Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2018

Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2018

1. The above results were reviewed by the Audit Committee and thereafter have been adopted by the Board at its meeting held on April 18, 2018.

2. The Board of Directors at its meeting held on April 18, 2018, have declared an interim dividend of 20% (Rs 2 per equity share of par value Rs 10 each) and recommended a final dividend of 30% (Rs 3 per equity share of par value Rs 10 each) which is subject to approval of shareholders.

3. Board changes during the quarter ended March 31, 2018 are as below:

i) V.G.Siddhartha resigned as the Non-Executive Director of the Company with effect from March 09, 2018.
ii) Prof. Pankaj Chandra retired as the Independent Director of the Company with effect from April 01, 2018.
iii) Manisha Girotra resigned as the Independent Director of the Company with effect from April 18, 2018.

4. During the year ended March 31, 2018, the Company has filed an application with the National Company Law Tribunal (NCLT), Bengaluru Bench for merger of its wholly owned subsidiary, Magnet 360, LLC with the Company, effective April 1, 2017. Pending the required approvals, the effect of the Scheme has not been given in the financial results.

5. During the year ended March 31, 2018, the Company has written back earn out payable towards acquisition of business to the erstwhile shareholders of Bluefin Solutions Limited, Relational Solutions Inc. and Magnet 360 LLC
amounting to Rs 916 million.

6. During the quarter ended September 30, 2017, the Reserve Bank of India approved the proposal to transfer the business and net assets ("the Scheme") of the Company's wholly owned subsidiary, Bluefin Solutions Limited, UK
(‘Bluefin’) to the Company against cancellation and extinguishment of the Company’s investment in Bluefin. The Company has given effect to this Scheme during the quarter ended September 30, 2017 and has accounted it under the ‘pooling of interests’ method based on the carrying value of the assets and liabilities of Bluefin as included in the consolidated Balance Sheet of the Company for the comparative periods.

During the quarter ended June 30, 2017, the National Company Law Tribunal (NCLT) approved the Composite Scheme of Amalgamation (“the Scheme'’) of Discoverture Solutions L.L.C. and Relational Solutions Inc., wholly owned subsidiaries of the Company (together “the Transferor Companies”), with the Company with an appointed date of April 1, 2015. The Company has given effect to the Scheme during the quarter ended June 30, 2017 and the merger has been accounted under the ‘pooling of interests’ method based on the carrying value of the assets and liabilities of the Transferor Companies as included in the consolidated Balance Sheet of the Company as at the beginning of April 1, 2015

Since both the above transactions result in a common control business combination, considering the requirements of Ind AS 103 – Business Combinations, the accounting for the transactions has been given effect retrospectively by the Company. Accordingly, the results for the corresponding periods in 2016-17 and year ended March 31, 2017 have been restated to give effect to the above Schemes.

The audited standalone financial results for the comparative periods as previously published are as follows:-For Table, kindly refer Corporate Announcements on www.bseindia.com.

The audited standalone total assets, liabilities and equity for the comparative periods as previously published are as follows:-For Table, kindly refer Corporate Announcements on www.bseindia.com.

7. EPS for the quarterly periods are not annualized

8. The statement of financial results have been audited by the Company's auditors. The Company's auditors have issued an unmodified audit opinion on the financial results.

Rostow Ravanan
CEO & Managing Director