1. The above results were reviewed by the Audit Committee and thereafter have been taken on record by the Board at its meeting held on April 27, 2009.

2. During the year 76,128 shares have been issued upon exercise of stock options by employees.

3. Item of expenditure exceeding 10% of total expenditure (Rupees in Lakhs) for stand alone MindTree Ltd:

For the year ended March 31, 2009:

Personnel Cost: Rs 51417 Lacs
Travel and Conveyance: Rs 7845 Lacs

Item of expenditure exceeding 10% of total expenditure (Rupees in Lakhs) for MindTree Ltd & its subsidiaries

For the year ended March 31, 2009:

Personnel Cost: Rs 62865 Lacs
Travel and Conveyance: Rs 8651 Lacs

4. In accordance with the ICAI guidelines, the weighted average number of shares held by MindTree Benefit Trust have been reduced from the weighted average equity shares outstanding for computing basic and diluted earnings per share.

5. The uses of IPO proceeds are as under: (Rs in Lacs)
----------------------------------------------------------------------------------------------------------------------
Particulars                                      Projection in		Revised Projection	Actual funds utilized
						 Prospectus		as approved in AGM	Till March 31, 2009*	----------------------------------------------------------------------------------------------------------------------	Fund a new development centre in Chennai           12074		8125			8125                Prepay certain loans				   1877			1138			1138                General corporate purposes			   7527			12622			10632		   Share issue expenses Paid			   2294			1887			1887                 ---------------------------------------------------------------------------------------------------------------------- Total						   23772		23772			21782		----------------------------------------------------------------------------------------------------------------------	
* funds from IPO proceeds have been invested in short term mutual funds and bank deposits at March 31, 2009 pending utilisation.

7.  With effect from April 01, 2008, the Group has adopted the principles of Accounting Standard (´AS´) 30 "Financial Instruments: Recognition and Measurement" in respect of its derivative financial instruments that are not covered by AS 11 " Accounting for the Effects of Changes in Foreign Exchange Rates" and that relate to a firm commitment or a highly probable forecast transactions. In accordance with AS 30, such derivative financial instruments, which qualify for cash flow hedge accounting and where the Group has met all the conditions of cash flow hedge accounting, are fair valued at March 31, 2009 and the resultant consolidated exchange loss of Rs 984.42 lakhs is debited to the hedging reserve. This loss would be recorded in profit and loss account when the underlying transactions affect earnings. Other derivative instruments that relate to a firm commitment or a highly probable forecast transaction and that do not qualify for hedge accounting have been recorded at fair value at the reporting date and the resultant consolidated exchange loss of Rs. 15,229 lakhs has been debited to profit and loss account for the year. 

8. During the previous quarters, the Company had acquired 36,441,595 equity shares in Aztecsoft Ltd (´Aztec´) at a cost of Rs 29,195.19 lakhs including acquisition expenses and net of pre-acquisition dividend. Consequent to the acquisition of these shares, Aztec has become a subsidiary of the Company. As at March 31, 2009, the Company owns 79.9% of equity based on outstanding issued shares of Aztec.

The Company has accounted for its investment in Aztec using equity method from the date of acquiring significant influence till the date of acquiring control. From the date of acquiring control, assets, liabilities, income and expenses are consolidated on a line-by-line basis. The Company has received the requisite approvals from the stock exchanges on the merger scheme. The Company has filed an application with the Honourable High Court of Karnataka for the merger of Aztec with itself with effective date as April 01, 2009.

The Company had acquired 100% equity stake in MindTree Technologies Private Limited (´MTPL´) in December 2007. In accordance with the scheme of amalgamation approved by shareholders of the Company in June 2008, the Company has received the approval of Hon´ble High Court of Karnataka in January 2009 for the merger of MTPL with itself effective April 01, 2008. Goodwill arising on merger of Rs 2,232.3 lakhs has been off-set against securities premium account as per the court sanctioned scheme. 

9. EPS for the quarter is not annualized.

10. Out of the 101,428 shares that were pledged by promoters as on March 31, 2009, 75,000 shares have since been unpledged. 

11. The figures for the quarter ended December 31, 2008 reported above have been recast to consider the effect of merger with MTPL effective April 01, 2008. 

12. Previous period figures have been reclassified/regrouped wherever necessary.

Ashok Soota
Executive Chairman