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Mindtree Consulting Limited (We Were Incorporated As Mindtree Consulting Private Limited on August 5, 1999

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Mindtree Consulting Limited (We Were Incorporated As Mindtree Consulting Private Limited on August 5, 1999 RED HERRING PROSPECTUS Dated January 29, 2007 Please read section 60B of the Companies Act, 1956 (The Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Building Issue MindTree Consulting Limited (We were incorporated as MindTree Consulting Private Limited on August 5, 1999. Our status was subsequently changed to a public limited company by a special resolution of the members passed at the annual general meeting held on September 27, 2006. The fresh certificate of incorporation consequent on change of name was granted to our Company on November 6, 2006 by the Registrar of Companies, Karnataka.) Registered Office: MindTree House, No. 3, Block A, No. 42, 27th Cross, Banashankari 2nd Stage, Bangalore 560 070, India For changes in our registered office see “History and Certain Corporate Matters” on page 85. Company Secretary and Compliance Officer: Rostow Ravanan Tel: (91 80) 2671 1777/ 2671 2777, Fax: (91 80) 2671 4000, Email: [email protected], Website: www.mindtree.com PUBLIC ISSUE OF 5,593,300 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS [•] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE (THE “ISSUE”) BY MINDTREE CONSULTING LIMITED (THE “COMPANY OR “THE ISSUER”), AGGREGATING RS. [•] MILLION. THE ISSUE COMPRISES A NET ISSUE OF 4,940,740 EQUITY SHARES OF RS. 10 EACH (THE “NET ISSUE”), A RESERVATION OF UP TO 372,900 EQUITY SHARES OF RS. 10 EACH FOR OUR ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”) AND A RESERVATION OF UP TO 279,660 EQUITY SHARES OF RS. 10 EACH FOR OUR BUSINESS ASSOCIATES (THE “BUSINESS ASSOCIATE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION AND THE BUSINESS ASSOCIATE RESERVATION PORTION IS REFERRED TO AS THE “NET ISSUE”. THE ISSUE WOULD CONSTITUTE 15% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY. THE NET ISSUE WILL CONSTITUTE 13.25% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY. PRICE BAND: RS. 365 /- TO RS. 425/- PER EQUITY SHARE OF FACE VALUE OF RS. 10. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 AND THE FLOOR PRICE IS 36.5 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 42.5 TIMES OF THE FACE VALUE In case of revision in the Price Band, the Bidding Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers and the Co Book Running Lead Manager and at the terminals of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contract Regulation Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post–Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to all QIBs including Mutual Funds, subject to valid bids being received from them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, up to 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and up to 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. Further, up to 372,900 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees and up to 279,660 Equity Shares shall be available for allocation on a proportionate basis to the Business Associates, subject to valid Bids being received at or above the Issue Price. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs.10 per Equity Share and the Issue Price is [y] times of the face value. The Issue Price (as determined by the Company, in consultation with the Book Running Lead Managers, on the basis of assessment of market demand for the Equity Shares offered by way of book building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing. We have not opted for a grading of this Issue from a credit rating agency. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page (x). ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING ARRANGEMENT The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received in-principle approval from NSE and BSE for the listing of our Equity Shares pursuant to letters dated December 27, 2006 and December 26, 2006, respectively. For purposes of this Issue, the Designated Stock Exchange is NSE. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE Kotak Mahindra Capital Company Limited JM Morgan Stanley Private Limited Mondkar Computers Private Limited 3rd Floor, Bakhtawar, 229 141 Maker Chambers III 21, Shakil Niwas, Opp. Satyasaibaba Temple Nariman Point, Mumbai 400 021, India Nariman Point, Mumbai 400 021, India Mahakali Caves Road, Andheri (East) Tel: (91 22) 6634 1100 Tel: (91 22) 6630 3030 Mumbai – 400093. Fax: (91 22) 2284 0492 Fax: (91 22) 2204 7185 Tel: (91 22) 28257641, 28366620 Email: [email protected] Email: [email protected] Fax: (91 22) 28262920, 28369704 Website: www.kotak.com Website: www.jmmorganstanley.com Email: [email protected] Contact Person: Mr. Chandrakant Bhole Contact Person: Mr. Vibhor Kumar Website: www.mondkarcomputers.com Contact Person: Mr. Ashok Gupta / Mr. Ravindra Utekar BID/ISSUE PROGRAMME BID/ISSUE OPENS ON: FEBRUARY 9, 2007 BID/ISSUE CLOSES ON: FEBRUARY 14, 2007 TABLE OF CONTENTS SECTION 1- GENERAL………………………………………………………………………………….. ii DEFINITIONS AND ABBREVIATIONS………………………………………………………………. ii CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA…………………………………………………………………………………………………….. viii FORWARD-LOOKING STATEMENTS………………………………………………………………... ix SECTION II- RISK FACTORS…………………………………………………………………………... x SECTION III- INTRODUCTION………………………………………………………………………... 1 SUMMARY OF OUR BUSINESS STRENGTHS AND STRATEGY…….………………………….. 1 SUMMARY FINANCIAL INFORMATION……………………………………………………………. 5 THE ISSUE………………………………………………………………………………………………. 9 GENERAL INFORMATION……………………………………………………………………………. 10 CAPITAL STRUCTURE………………………………………………………………………………… 20 OBJECTS OF THE ISSUE………………………………………………………………………………. 35 BASIS FOR ISSUE PRICE………………………………………………………………………………. 40 STATEMENT OF TAX BENEFITS…………………………………………………………………….. 43 SECTION IV- ABOUT THE COMPANY………………………………………………………………. 50 INDUSTRY………………………………………………………………………………………………. 50 OUR BUSINESS…………………………………………………………………………………………. 53 REGULATIONS AND POLICIES………………………………………………………………………. 79 HISTORY AND CERTAIN CORPORATE MATTERS………………………………………………... 85 OUR MANAGEMENT………………………………………………………………………………….. 91 OUR PROMOTERS……………………………………………………………………………………… 105 RELATED PARTY TRANSACTIONS…………………………………………………………………. 112 DIVIDEND POLICY……………………………………………………………………………………. 113 SECTION V- FINANCIAL STATEMENTS…………………………………………………………….. 114 AUDITOR’S REPORT 114 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP, US GAAP, AND IFRS …………………………………………………………………………………………………….. 153 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 159 OF OPERATIONS…………………………………………………………………………… FINANCIAL INDEBTEDNESS…………………………………………………………………………. 179 SECTION VI- LEGAL AND OTHER INFORMATION……………………………………………….
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