The directors have pleasure in presenting their twelfth report on the
 business and operations of your Company for the financial year ended
 March 31, 2011.
 
 Financial Performance                                  (Rs in million)
 
 Particulars                                         FY 11       FY 10
 
 Income from software development                   15,090      12,332
 
 Software development expenses                      10,144       7,697
 
 Administrative and other expenses                   3,165       2,341
 
 Operating profit before interest,
 
 depreciation, other income and tax                  1,781       2,294
 
 Interest                                                4          25
 
 Depreciation and amortization                         712         611
 
 Operating profit before tax and
 
 other income                                        1,065       1,658
 
 Other income                                          461         804
 
 Profit before tax                                   1,526       2,462
 
 Provision for taxation                                298         349
 
 Deferred tax charge/ (credit)                          (3)         32
 
 Net profit after tax                                1,231       2,081
 
 Balance in profit and loss account
 
 brought forward                                     3,955       2,220
 
 Amount available for appropriation                  5,186       4,301
 
 Dividend
 
 Interim                                                50          39
 
 Proposed                                               50          79
 
 Total dividend                                        100         118
 
 Dividend tax                                           17          20
 
 Amount transferred to general reserve                 123         208
 
 Balance in profit and loss account
 
 carried forward                                     4,946       3,955
 
 Business Performance
 
 After a downturn, the recovery process varies from business to
 business. The latter half of 2010 had shown a very positive momentum in
 our overall business environment and this was reflected in our Q-over-Q
 numbers. Our ITS business has shown strong Q-over-Q volume growth and
 we are beginning to see a growth trend in product engineering services
 also. These are good signs for 2011-12.
 
 MindTree is poised to grow significantly in the current year. We are
 seeing a pickup in the market with discretionary spending increasing
 and technology customers starting to enhance investments in product
 development. These positive changes in the market auger well for
 MindTree and we expect the growth momentum to continue in FY 2011-12
 too.
 
 Your Company received good traction for its services and its expertise
 in chosen segments continues to hold it in good stead. Your Company has
 also re-aligned its processes, updated services, enhanced technology
 offerings, restructured the organization, upgraded brand image and
 continued to deliver superior value to its customers. Your Company
 today is much more focused and is executing at a much higher efficiency
 than a year ago. The demand for your Companys services continue to
 look robust, and the focus on our select verticals continues to
 resonate with target customers.
 
 Leaving a global footprint is just as important as it is to make a
 place in the domestic market and hence bagging the Unique
 Identification Project (UID) from Government of India, amidst stiff
 competition has given a major boost to your Companys morale and
 favoured the business objectives.
 
 Your Companys income from software development grew to Rs.  15,090
 million for the year ended March 31, 2011, which represents an increase
 of 22% over the previous years Rs. 12,332 million. We saw growth
 across both overseas and domestic markets. Export revenues grew 20% to
 Rs. 13,742 million whereas, domestic revenues grew 47% to Rs.1,348
 million.
 
 EBITDA margins were at 11.8% as compared to 18.9% in the previous year.
 The main reasons for the decline in EBITDA margins are due to the
 investments we made in our products business, rupee appreciation of
 about 4%, wage revisions effected during the year, increase in
 subcontractor costs and recruitment expenses.
 
 Our operating profits for the year 2010-11 were at Rs. 1,781 million
 and our Profit After Tax (PAT) was at Rs. 1,231 million. Our effective
 tax rate based on current taxes is about 16.5% (after adjusting for the
 one time dividend tax paid on Aztec US subsidiary dissolution) as
 compared to about 15.6% in the previous year.
 
 Apart from the reasons explained above, a major reason for the decline
 in the PAT from FY 2009-10 was that the Company had a Mark To Market
 (MTM) gain of Rs. 1,113 million in FY 2009-10 which was a one-off item
 due to the INR appreciation in FY 2009-10.  In
 
 comparison, the MTM gain was only Rs. 136 million in FY 2010-11.
 
 The demand outlook for IT has improved. After negative growth in last
 year, the growth in global IT spend is expected to be in the range of
 4-6% till 2014. Indian IT industry has also started realizing higher
 growth rates.
 
 Our IT services business is on a strong footing. Some of the large wins
 we have announced have set the momentum for FY 2011-12.
 
 Dividend
 
 Your directors have paid an interim dividend of Rs. 1.25 per share
 (12.5% on par value of Rs. 10) during November, 2010. Shareholders
 approval is sought to ratify the payment of interim dividend. Your
 directors are also pleased to recommend a final dividend of Rs. 1.25
 per share (12.5% on par value of Rs. 10) which is payable on obtaining
 shareholders approval in the twelfth annual general meeting, making
 the total dividend for the year 2010 -11 to 25%.
 
 The dividend payout amount for the current year inclusive of additional
 tax on dividend will be Rs.117 million as compared to Rs.  138 million
 in the previous year.
 
 Transfer to Reserves
 
 We propose to transfer Rs. 123 million to the general reserve in
 accordance with the Companies (Transfer of Profit to Reserves) Rules,
 1975. Your Company also proposes to retain Rs.4,946 million in the
 profit and loss account on standalone basis.
 
 Changes to Equity Share Capital
 
 Your Company also issued 520,193 equity shares of Rs.10 each to various
 MindTree Minds on exercise of stock options. Consequently, the paid-up
 equity share capital has increased from Rs. 395,149,940 to Rs.
 400,351,870.
 
 Board Committees
 
 The details of various committees of board are provided in the
 corporate governance report.
 
 Infrastructure
 
 During the year, your Company has added 113,990 sq. ft. of built-up
 capacity. With this, the total built-up capacity of your Company in
 India stands at 1,580,896 sq. ft. The new capacity was built in an SEZ
 unit in our Whitefield campus. This new infrastructure includes space
 for workstations, conference rooms, meeting rooms and labs.  In
 addition, your Company has added world-class communication
 infrastructure to support our customers. This includes inter-office
 data links, internet access links, customer specific data links and
 dedicated data/voice links.
 
 Amalgamation of MindTree Wireless Private Limited (MWPL)
 
 The Company acquired 412,500 equity shares of MindTree Wireless Private
 Limited (MWPL) [formerly Kyocera Wireless (India) Private Limited]
 representing 100% of equity share capital of MWPL.  Consequently, MWPL
 became a 100% subsidiary of the Company with effect from October 1,
 2009.
 
 The Company filed a Scheme of Amalgamation (the Scheme) with the
 Honble High Court of Karnataka for the amalgamation of MWPL with the
 Company effective April 1, 2010 (the Appointed Date). The Honble High
 Court of Karnataka approved the aforesaid Scheme vide its Order dated
 December 10, 2010. As per the terms of the Scheme, MWPL was amalgamated
 with the Company with effect from April 1, 2010. The Company has
 accounted for the amalgamation as Amalgamation in the Nature of
 Purchase, under AS 14, Accounting for Amalgamations.
 
 Subsidiaries
 
 We have two subsidiaries as on March 31, 2011: MindTree Software
 (Shenzhen) Co. Ltd. and MindTree Wireless Pte. Ltd., Singapore.
 
 As per Section 212 of the Companies, Act, 1956, companies are required
 to attach the directors report, balance sheet & profit & loss account
 of its subsidiaries. The Ministry of Corporate affairs vide its
 circular no 2/2001 dated February 8, 2011 has provided an exception, to
 companies from complying with section 212 provided such companies
 publish the audited consolidated financial statements in annual report.
 The annual report for 2010-11 does not contain the financial statements
 of our subsidiaries. The audited annual accounts and related
 information of our subsidiaries, where applicable will be made
 available upon request.
 
 People
 
 The total number of MindTree Minds as at March 31, 2011 was 9,547 as
 against 7,657 as at March 31, 2010. During the year, your Company saw
 an increase in attrition levels towards the end of the financial year
 and the annual attrition for the year was at 25.1% as against 13.6% in
 the year before.
 
 To remain at the cutting edge and to be the best, your Companys focus
 has been not only business strategies but also developing innovative &
 robust people practices. Your Company strongly believes that it is
 people alone who provide greatest sustainable and competitive
 advantage. During the year under review, the Company made substantial
 investments on people development and focused on improving
 productivity.
 
 Your Companys multiple-award winning HR practices and great work
 environment helped to attract and retain talent. Your Companys people
 function works to align peoples interests to the business goals. This
 creates a favorable environment and promotes innovation and merit. This
 strong alignment of our peoples interests and business interests, led
 the organization to achieve its objectives and thus create value for
 people and customers. We have dedicated programs to help our people
 build new skills and competencies which promote knowledge sharing,
 building effective teams, etc. Your Company continues to innovate in
 knowledge management to ensure learnings are captured & disseminated
 across teams.
 
 Employee Stock Option Plans
 
 Your Company believes in the policy of enabling MindTree Minds to
 participate in the ownership of MindTree and share its wealth creation,
 as they are responsible for the management, growth and financial
 success of MindTree.
 
 The Company currently administers seven stock option programs, viz.
 ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008 (A), DSOP
 2006 and ESOP 2010 (A). In-principle approvals for administering the
 seventh stock option program i.e. ESOP 2010 (A) has been received from
 the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of
 India Limited (NSE) during the year.
 
 MindTree Limited - Stock Option Plan 2010 (A) - (Program 7) is a new
 Program and no options have been granted under this Program as on date.
 The proposed offer of 1,135,000 equity shares of Rs. 10/- each under
 Program 7 is a new initial offer and no previous offer has been made
 under this Program 7.
 
 The status of various stock option plans as at March 31,2011 is as
 below:
 
 Particulars        Number of    Number of    Number of    Number of
                       shares       shares       shares       shares
                   -ESOP 1999   -ESOP 2001 ESOP 2006(a)      2006(b)
 
 In-principle 
 approval
 received from
 BSE & NSE            196,381     853,675       366,500    7,049,900
 
 Less: No. of 
 shares
 allotted & listed   (187,416)   (658,200)     (170,262)    (473,658)
 
 Balance number
 of shares              8,965     195,475       196,238    6,576,242
 
 Particulars          Number of         Number of          Number of
                         shares            shares             shares
                      DSOP 2006     ESOP 2008 (A)      ESOP 2010 (A)
 
 In-principle approval  500,000           300,000          1,135,000
 received from        
 BSE & NSE
 
 Less: No. of shares
 allotted & listed      (70,000)          (75,149)                 0
 
 Balance number
 of shares              430,000           224,851          1,135,000
 
 
 
 The details as required under SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999 have been disclosed
 under annexure to the directors report. There has been no variation in
 the terms of ESOP programs and no employee was:
 
 (i) granted options, during the year, equal to or exceeding 1% of the
 issued capital.
 
 (ii) received a grant, during the year, amounting to 5% or more of the
 options granted during the year.
 
 Details of options granted to senior managerial personnel during the
 year are as under:
 
 Name of Senior Managerial     Designation      Stock options granted
 Personnel
 
 Mr. Samartha
 Nagabhushanam                  President            50,000
 
 Mr. Ashok Krishnamoorthy       President            25,000
 
 Dr. Albert Hieronimus          Director             35,000
 
 Prof. David. B. Yoffie         Director             35,000
 
 Mr. Mark. A. Runacres          Director             15,000
 
 Mr. R. Srinivasan              Director             15,000
 
 Mr.   Amit Banerji             Vice President       20,000
 
 Mr. N. Vittal                  Director             15,000
 
 MindTree Reorganization
 
 With the objective of establishing leadership positions, MindTree is
 organized into the following two business areas and getting a new
 organization structure, effective April 1, 2011;
 
 IT Services and Product Engineering Services (PES)
 
 To improve operational efficiency and better market addressability,
 Software Product Engineering (SPE), Research & Development Services
 (RDS) and Next in Wireless (NiW) will be consolidated under Product
 Engineering Services (PES).
 
 With a view to provide end to end data & analytics services to
 customers, DW/BI practice and Knowledge Services will be combined to
 form Data & Analytics Solutions. DAS will become the third arm of our
 growth enablers and the other two being IMTS and Testing will help ITS
 and PES drive higher growth.
 
 The Presidents of the various businesses of MindTree are:
 
 - IT Services: Mr. Anjan Lahiri
 
 - PES Services: M r. S. Janakiraman
 
 - Testing & IMTS: M r. Parthasarathy N.S.
 
 - Data & Analytics Solution: M r. Scott Staples
 
 We have strong & dedicated teams which focus on each of the market
 segments we address. This helps create greater specialization within
 each area & have higher accountability.
 
 Directors
 
 As per Article 29 of the Articles of Association, the following
 directors retire by rotation and being eligible, offer themselves for
 re- appointment.
 
 1.  Prof. David. B. Yoffie
 
 2.  Mr. Rajesh Subramaniam
 
 3.  M r. N. Vittal
 
 Brief resumes of these directors are included in the notice for the
 twelfth annual general meeting.
 
 Your directors recommend that the resolutions relating to the re-
 appointment of Prof. David. B. Yoffie, Mr. Rajesh Subramaniam and M r.
 N. Vittal as directors of your Company be passed. M r. Ashok Soota has
 resigned as the Executive Chairman and member of the board of directors
 effective from March 31, 2011. Dr. Albert Hieronimus has been appointed
 as the Non-Executive Chairman effective from April 1, 2011.
 
 Liquidity
 
 Your Company maintains sufficient cash to meet its operations and
 strategic objectives as at March 31,2011, your Company had liquid
 assets of Rs. 1,545 million as against Rs. 1,614 million at the
 previous year end. These funds have been invested in deposits with
 banks and in money market mutual funds.
 
 Fitch Rating
 
 Your Company has been assigned a rating of AA(ind) on long term
 borrowings and a rating of F1+(ind) on short term borrowings by Fitch
 Ratings. Further, the agency has rated the Outlook as stable.  Fitch
 is a leading global rating agency that provides credit opinions.
 Long-term rating [AA(ind)] indicates very low credit risk. The Short-
 term F1+(ind) rating, which is the highest in the category, covers
 fund-based working capital limits and non-fund based working capital
 limits.
 
 Awards and Recognitions during FY 2010-11
 
 ·Your Company was ranked among Industry leaders in IT Services and
 Product Engineering and was recognized among worlds leading
 outsourcing providers by Global Services Media and National Association
 of Software and Service Companies (NASSCOM).
 
 · Your Company was adjudged as overall winner in the 2010 Global MAKE
 Award and also won the Asian Most Admired Knowledge Enterprise (MAKE)
 Award by Teleos, in association with The KNOW Network.
 
 ·Your Companys Assistive Technologies Program was adjudged as a winner
 in the e-inclusion category at Manthan Awards South Asia 2010.
 
 ·Your Company was recognized among Top 10 Outsourcing Providers in
 Consumer Goods Technology Readers Choice Survey.
 
 ·Your Company was named as a Leading Mid-Sized Service Provider by
 Everest Research Institute.
 
 ·Your Company unveiled the largest portfolio of Ready-to-Brand Video
 Surveillance Solutions at IFSEC 2010.
 
 Litigation
 
 No material litigation is outstanding as at March 31, 2011.
 
 Deposits
 
 In terms of the provisions of section 58A of the Companies Act, 1956
 read with the Companies (Acceptance of Deposits Rules) 1975, the
 Company has not accepted any fixed deposits during the year under
 review.
 
 Sustainability Report and Green Initiatives at MindTree
 
 Copy of the Sustainability Report and Green Initiatives taken by your
 Company is disclosed separately in this report.
 
 Corporate Governance
 
 Your Company has been practicing the principles of good corporate
 governance. A detailed report on Corporate Governance is given as
 annexure to this annual report. Certificate of the auditors regarding
 compliance with the conditions of Corporate Governance as stipulated in
 clause 49 of the listing agreement is also given in this annual report.
 
 Transfer to Investor Education and Protection Fund
 
 The Company has transferred unpaid dividend amounts within the
 statutory period to the Investor Education and Protection Fund.
 
 Auditors
 
 The retiring statutory auditors, M/s B S R & Co. Chartered Accountants,
 hold office as statutory auditors until the conclusion of the ensuing
 annual general meeting and they have confirmed their eligibility and
 willingness to accept office and be appointed as the statutory auditors
 to hold office until the conclusion of the thirteenth annual general
 meeting.
 
 Particulars of Employees
 
 As required under the provisions of section 217(2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975, as amended, the names and other particulars of employees are set
 out in the annexure to this report. The Ministry of Corporate Affairs,
 has amended the Companies (Particulars of Employees) Rules, 1975 to the
 effect that particulars of employees of companies engaged in
 Information Technology sector posted and working outside India not
 being directors or their relatives, drawing more than Rs. 6 million per
 financial year or Rs. 500,000 per month, as the case may be, need not
 be included in the statement but, such particulars shall be furnished
 to the Registrar of Companies. Accordingly, the statement included in
 this report does not contain the particulars of employees who are
 posted and working outside India.
 
 Conservation of energy, technology absorption, foreign exchange
 earnings and outflow
 
 The particulars as prescribed under section 217(1)(e) of the Companies
 Act, 1956, read with the Companies(Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988 are set out in the annexure
 to this report.
 
 Directors Responsibility Statement
 
 Directors responsibility statement pursuant to section 217(2AA) of the
 Companies (Amendment) Act, 2000 is annexed to this report.
 
 Management Discussion and Analysis Report
 
 Management Discussion and Analysis Report as required under clause
 49(IV)(F) of the listing agreement is disclosed separately in this
 report.
 
 CSR Efforts
 
 Assistive Technology
 
 - MindTree won the Manthan South Asia 2010 Award under e-inclusion
 category for its work in developing affordable indegenious assistive
 technologies for persons with disabilities.
 
 - MindTree has spent approximately 700 person days of engineering
 effort in the development of Assistive Technologies in the past year.
 
 - MindTree has spent approximately INR 1 Million in the past year for
 purchase of goods and services towards development of Assistive
 Technologies.
 
 Advocacy towards employment and inclusion of persons with disabilities
 
 - MindTree conducted a formal Accessibility Audit for the three phases,
 MTW – P1, P2 & P3 through an external accessibility auditor.
 
 - MindTree Foundation was part of the organizing team at three national
 level conferences on persons with disabilities, covering the areas of
 employment and assistive technologies, with Spastics Society of
 Karnataka, NASSCOM and with Govt. of Karnataka.
 
 - MindTree has actively participated and represented the cause of
 persons with disabilities in various forums such as NASSCOM – Diversity
 & Inclusivity committee, NASSCOM Foundation – Disability Advisory
 Group, CII - Karnataka – Disability Forum.
 
 Outreach
 
 - Disbursed INR 3 million for SPARSH VACHANA, Bangalore to support the
 orthopedic and plastic corrective surgeries conducted by Sparsh
 Hospital for children from disadvantaged backgrounds.
 
 - Disbursed INR 1 million to SAMARTHANAM Trust for the disabled for the
 construction of their new facility in HSR Layout, Bangalore.
 
 - Disbursed INR 0.5 million for Sikshana Foundation, to support their
 efforts in improving education in rural primary schools.
 
 - Disbursed INR 0.2 million to support the Theater Appreciation program
 for schools across Karnataka.
 
 - Disbursed INR 0.4 million to Ashoka Innovators to support their
 program for Social Entrepreneurs.
 
 - Disbursed 0.5 million through the Dream to Reality Program. This is
 enabling 15 rural children realize their dreams of higher education by
 taking care of the school, hostel and other expenses every year.
 
 - Refurbished and donated close to 600 used Computer Systems for use in
 schools catering to underprivileged and rural population.
 
 - Donated dresses for children and elderly during the year - Chennai
 (73 – 27 boys, 43 girls, 3 elderly), Pune (295 – 25 children and 270
 elderly), Bangalore (257 – 69 children, 188 elderly), Hyderabad ( 156 –
 3 boys, 42 men, 111 women).
 
 - During this year, the Foundation organized to deliver bakery items
 from Spastics Society of Karnataka to the Sishu Bhavan Orphanage run by
 Missionaries of Charity. This not only ensures that Sishu Bhavans
 daily needs are met, but also helps SSK to keep their bakery running.
 
 - Sponsored a seminar on use of Assistive Technologies for children
 with autism in Spastics Society of Karnataka, Bangalore.
 
 Volunteerism
 
 - Our volunteer team in Bangalore executed Life Skills Programs to 1000
 children from socially disadvantaged backgrounds in two schools.
 
 - Our volunteer team in Chennai has helped in conducting free Cataract
 surgeries for 5 elderly ladies in Kakkum Karangal during the year.
 
 - Our volunteer team in Pune celebrated Holi, sponsored breakfast and
 played a cricket match with the children in Wagoli Ashram in Pune.
 
 - Our volunteer team in New Jersey participated in the Jersey Cares
 program and helped in renovating a local school building.
 
 Enabling higher levels of inclusion and engagement within MindTree
 
 - Lifeline, intranet portal for Blood Donation was relaunched with
 improved features. 639 Minds have registered as Donors on the site.
 Till now, 44 requests have been raised in the system for emergency
 blood requests.
 
 - Released a comprehensive policy for persons with disabilities in
 MindTree in December 2010.
 
 - Number of Minds registered as differently abled is 42. This is
 approximately 0.5% of the total Minds.
 
 - Launched the updated www.MindTreeFoundation.org website with many
 accessibility features which make it easier for people with
 disabilities to access its content.
 
 - Created the Good Samaritan role to handle employee emergencies,
 especially accidents and other loss of life incidents, as a single
 point contact.
 
 - MindTrees document digitization is done by Vindya Infotech.  100% of
 their staff are persons with disabilities.
 
 - We have formalized the policy of giving company provided Motorized
 Wheel Chairs for all mobility impaired Minds while in MindTree
 premises. We have also formalized the provision of other accommodations
 like screen reading software, etc.
 A.  Directors Responsibility Statement pursuant to section 217(2AA) of
 the Companies (Amendment) Act, 2000
 
 I.  The financial statements have been prepared in conformity with the
 applicable accounting standards issued by the Institute of Chartered
 Accountants of India and requirements of the Companies Act, 1956, (the
 Act) to the extent applicable to us; on the historical cost convention;
 as a going concern and on the accrual basis had been followed. There
 are no material departures from prescribed accounting standards in the
 adoption of the accounting standards.
 
 II.  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 or loss of the Company for that period.
 
 III.  The board of directors have taken proper and sufficient care for
 the maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 I V. The board of directors have prepared the annual accounts on a
 going concern basis.
 
 V.  The financial statements have been audited by M/s B S R & Co.,
 Chartered Accountants, the statutory auditors.
 
 VI.  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 auditing,
 internal control and financial reporting issues.  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.
 
 
 Acknowledgements
 
 The board of directors thank the Companys customers, shareholders,
 investors, vendors, and bankers for their support to the Company during
 the year. Your directors would like to make a special mention of the
 support extended by the various Departments of Central and State
 Government, particularly the Software Technology Parks, the tax
 authorities, the Ministry of Commerce, the Reserve Bank of India,
 Ministry of Corporate Affairs, Securities and Exchange Board of India
 and others and look forward to their support in all future endeavors.
 
 Your directors appreciate and value the contributions made by MindTree
 Minds at all levels.
 
 Bangalore                  For and on behalf of the board of directors
 
 April 21, 2011
 
                    Dr. Albert Hieronimus       Krishnakumar Natarajan
 
                    Non-Executive Chairman      CEO & Managing Director