Code of Fair Practices & Disclosure

(As approved by the Board on March 8, 2019- Effective date – April 01, 2019)

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is required to formulate and publish on Mindtree’s website, a code of practices and procedures for fair disclosure of unpublished price sensitive information (“Fair Disclosure Code”).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 The objective of this Fair Disclosure Code is to ensure timely and adequate public disclosure of Unpublished Price Sensitive Information no sooner than credible and concrete information comes into being in order to make such information generally available. The term ‘Unpublished Price Sensitive Information’, shall have the meaning as provided under the Mindtree’s policy on Code of Conduct for Prevention of Insider Trading in the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”).

1.3. The provisions 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.

1.4. 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. The Board shall appoint a senior officer of Mindtree who shall be responsible for overseeing the timely and adequate public disclosure of Unpublished Price Sensitive Information as required under this Fair Disclosure Code and the PIT Regulations (“Chief Investor Relations Officer”). In the event that a Chief Investor Relations Officer has not been appointed, and 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.

2.2. The Chief Investor Relations Officer shall report to and be answerable to the Compliance Officer of Mindtree.

2.3. The responsibilities of the Chief Investor Relations Officer shall include overseeing and coordinating the disclosure of price sensitive information to stock exchanges, analysts, shareholders and the media. Routine disclosures to the stock exchanges shall continue to be made by designated officers who have responsibility for making such disclosures.

2.4. 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 Chief Investor Relations Officer. In the case of doubt as to whether any information is Unpublished Price Sensitive Information or not, the same shall be referred to Chief Investor Relations Officer.

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 Chief Investor Relations Officer, such Mindtree Mind shall inform the Chief Investor Relations Officer about such disclosure / dissemination as soon as possible.

3. Need to Know

Unpublished Price Sensitive Information is to be handled 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.

4. Responding to queries on News Reports and Market Rumours

4.1. 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 Chief Investor Relations Officer.

4.2. The Chief Investor Relations Officer shall in turn upon consultation with the Compliance Officer and the relevant Mindtree Mind, respond to the same in an appropriate and fair manner. In the event that a Chief Investor Relations Officer has not been appointed the Compliance Officer shall consult with the Board in this regard.

4.3. If deemed necessary by the Compliance Officer, the Chief Investor Relations Officer shall appropriately and fairly respond to queries on news reports and thereafter make appropriate disclosures.

4.4. If deemed necessary by the Compliance Officer, the Chief Investor Relations Officer shall make a public announcement for verifying or denying the rumours and thereafter make appropriate disclosures.

4.5. All requests and queries on news reports and verifications of market rumours shall be documented as far as practicable. In this regard, the Chief Investor Relations Officer shall request for all queries and requests be made in writing.

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

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

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

5.2.1. 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 Chief Investor Relations Officer.

5.2.2. 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 Compliance Officer). If responding to such unanticipated questions requires dissemination of Unpublished Price Sensitive Information, then the Chief Investor Relations Officer shall first disseminate such Unpublished Price Sensitive Information to the public and only subsequently respond to such unanticipated question.

5.2.3. 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 proceedings of meetings with analysts and other investor relations conferences on Mindtree’s website to ensure official confirmation and documentation of disclosures made.

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

6.1. The Unpublished Price Sensitive Information shall be communicated, provided or allowed access to by any person(s) authorized by the Board, 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, or any other intermediary or fiduciary.
    [Explanation: For the purposes of this Fair Disclosure Code, the term ‘intermediary’ refers to the persons specified under Section 12 of the Securities and Exchange Board of India Act, 1992 and the term ‘fiduciary’ refers to the professional firms such as, auditors, accountancy firms, law firms, analysts, insolvency professional entities, consultants, banks, etc. assisting or advising Mindtree]
  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.

Provided further that before entering into a contract with existing or proposed partners, collaborators, lenders, customers, suppliers, institutional investors, analyst, researcher or any other intermediary or fiduciary, due notice shall 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.

Provided further that in any other case involving any kind of communication, allowing access to or procurement of Unpublished Price Sensitive Information by any person, due notice may be provided to such persons to maintain confidentiality of the Unpublished Price Sensitive Information in compliance with this Fair Disclosure Code and the PIT Regulations.

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.

7.4. If any Unpublished Price Sensitive Information which is sought to be generally available to the public at large but not communicated to the stock exchanges, must be disclosed on the Company’s website in a timely manner.