To the Members,

The Directors hereby present the Thirty-Third Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024. The Consolidated performance of the Company and its Subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(in Rs. Million, unless otherwise stated)

2. COMPANY AFFAIRS Standalone

On a Standalone basis, your Company recorded revenue of Rs. 1,396.9 million, as against Rs. 1,295.1 million in the previous financial year. Mindteck's profit after tax stood at Rs. 182.7 million, as against Rs. 148.7 million in the previous financial year. At an operating margin level, Mindteck recorded EBITDA (including other income and excluding exceptional items) of Rs. 261.4 million (18.7%) during this financial year as against Rs. 244.2 million (18.9%) last year.

Consolidated

During the financial year under review, your Company recorded Consolidated revenue of Rs. 3,855.3 million as against Rs. 3,367.3 million in the previous financial year. Of the Consolidated revenue that was recorded, 44.8 % is attributed to the US and the balance pertains to the rest of the world.

Mindteck's Consolidated profit after tax for the financial year stood at a profit of Rs. 273.1 million, as against Rs. 207.7 million in the corresponding previous financial year. At an operating margin level, Mindteck recorded EBITDA (including other income and excluding exceptional items) of Rs. 388.8 million (10.08%) during this financial year as against Rs. 315.2 million (9.4%) last year.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

3. DIVIDEND

The Board has recommended a dividend of 10% (Re. 1 per Equity Share of Rs. 10 each) for the year ended March 31, 2024. This

shall be paid to those shareholders of the Company as on August 02, 2024, being the cut-off date for the dividend, subject to Shareholders' approval in the ensuing Annual General Meeting.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck is a distinguished provider of engineering value and technological expertise, serving a prestigious clientele that includes Fortune 1000 companies, startups, leading universities, and government entities globally. Since its establishment in 1991, the company's specialized knowledge and skills have led to collaborations with industry leaders in data storage, medical devices, semiconductors, and analytical instruments.

Mindteck offers a wide range of capabilities in embedded systems, enterprise applications, testing, and engineering services, which perfectly complement its expanded focus on digital engineering. The company's process capability and maturity are validated by a CMMI Level 5 appraisal, distinguishing it from its competitors.

With a proven track record, Mindteck delivers valuable support to clients, maximizing their R&D and technology investments, gaining a competitive edge, and preparing for the future. The company meets diverse needs, including product design and reengineering, compliance fulfillment, test framework conceptualization and development, system automation and modernization, control and monitoring software development, cloud migration and enablement, data visualization and analytics, AI and ML-based solutions, wireless communications, and top-notch IT talent sourcing and retention.

Mindteck ensures efficient service delivery through a flexible 'best-shore delivery model,' offering a mix of onsite, offshore, near-shore, and hybrid options across different geographies.

The company has established strategic partnerships and alliances with renowned entities such as Intel Partner Alliance, Microsoft Gold Application Development Partner, SNIA, CMMI Institute, and the IoT Global Network. It is also a founding member of The Atlas of Economic Complexity, a data visualization tool developed by Harvard University's Center for International Development.

In recent years, Mindteck has consistently improved its industry ranking, benchmarking its capabilities as a service provider across various domains. The company has made significant advancements in ER&D services and continues to excel in its digital engineering efforts.

PRODUCT ENGINEERING

In today's rapidly evolving business environment, organizations face constant change and heightened consumer expectations. With products becoming increasingly intelligent and product life cycles becoming shorter, companies must navigate emerging technology trends and dynamic market conditions to remain competitive. Success hinges on achieving faster time to market and time to profit.

To tackle these challenges effectively, organizations need a dependable partner who can help them leverage unique innovation opportunities and streamline their product development life cycle operations, thereby establishing a robust core. Mindteck is that partner, offering extensive engineering expertise to drive innovation, design, build, test, upgrade, and scale sophisticated next-generation products and systems.

Embedded Design Systems

Mindteck has extensive experience in developing sophisticated embedded computing solutions across various domains and industries. The company offers a comprehensive suite of services, from product conceptualization to design and field testing, addressing complex embedded systems challenges in advanced medical devices and cutting-edge semiconductor systems. Mindteck provides tailored solutions to meet clients' specific requirements and employs a collaborative approach to ensure high performance, reliability, and efficiency.

Mindteck helps customers overcome hurdles in embedded systems development with an end-to-end approach, offering services that include product vision and architecture, hardware and firmware design, integration, testing, and validation. Utilizing best practices and the latest technologies, Mindteck optimizes clients' embedded systems.

Mindteck delivers exceptional embedded system solutions that drive innovation and enhance clients' competitive edge. By understanding the unique challenges and requirements of each industry, Mindteck develops customized solutions accordingly. Partnering with Mindteck enables clients to navigate the complexities of embedded systems development, accelerate their time to market, and achieve their objectives.

Internet of Things (IoT)

Mindteck's IoT services offer a comprehensive suite of solutions that empower businesses to leverage data-driven insights and analytics. With expertise in IoT device management and a broad range of industry use cases, Mindteck is a trusted partner in driving operational excellence, enhancing customer experiences, and optimizing business performance through seamless IoT technology integration.

Mindteck distinguishes itself as a leader in IoT device management, delivering high-quality services to clients across various sectors, including manufacturing, energy and utilities, consumer electronics, and security. The company has implemented numerous use cases, such as edge computing, preventive maintenance in smart manufacturing, asset monitoring and tracking, connected vehicles, commerciai/industriai/agricuiturai equipment maintenance and optimization, smart buildings and homes, smart energy management, wearables for patient monitoring, and remote diagnostics for medical equipment.

Digital technologies have become integral to the operational aspects of various industries, encompassing industrial control systems, asset monitoring, video surveillance, predictive maintenance, intelligent transport infrastructure, freight and passenger information systems, safety systems, and cybersecurity. These technologies, combined with IoT sensor technologies and analytics, enable the collection of diverse operational data and the prediction of safety, performance, and other critical parameters.

Mindteck's IoT services and solutions are designed to be efficient, cost-effective, secure, and customizable. They transform reai-time data collected from connected devices and products into valuable insights and anaiysis, faciiitating informed decision-making and enhanced business productivity.

Highiights for EDS and IoT in 2023-24 are as foiiows-

• Legacy Product Redesign: Redesigned and developed a legacy product for a Malaysian client by porting a Windows CE-based appiication to Linux OS on a duai-core ARM MPU, inciuding the existing FPGA code.

• Firmware Development Partnership: Partnered with a Singapore-based ciient to deveiop firmware for their products.

• Digital Diagnost Lifecycle Management: Managed the lifecycle of the Digitai Diagnost product for an existing ciient.

• Asset Tracking Solutions: Deveioped asset tracking soiutions for operators and maintenance teams of an existing ciient.

• BSP Customization and Browser Optimization: Collaborated with a new ciient to customize BSPs, anaiyze a browser-based appiication, and optimize its RAM usage.

• Medical Device Firmware Development: Deveioped firmware for new products of a medicai device manufacturer speciaiizing in diagnostics, therapy, reprocessing, and system integration.

• Wireless Sensor Devices: Developed wireless sensor devices for an existing ciient.

• Android BSP Development: Engaged with a US-based company for Android BSP development for their products.

• Voltage/Temperature Data Acquisition Unit: Designed and deveioped a 10-channei voitage/temperature data acquisition unit for an existing ciient.

• Mobile Application Upgrade: Upgraded an existing mobiie appiication to support TLS over BLE communication for an existing ciient.

• Site Reliability Engineering for Telecom OEM: Executed a Site Reliability Engineering project for a Tier 1 Telecom OEM, managing uptime, real-time monitoring, automated depioyments, and infrastructure optimization over a five-year

period. This included core network services, telco OSS/BSS services, device firmware management, IoT services, and AI- based analytical services.

• Digital Transformation for Renewable Energy Provider:

Delivered a digital transformation project for a Tier 1 renewable energy service provider in the UK, migrating applications, services, and data storage to Azure cloud. The project handles real-time energy consumption data from around 80K smart meters, generates rated records, sends invoices, handles payments, and provides near real-time energy analytics, now supported as a managed operations project.

• Centralized Chiller Plant Monitoring Modernization: Completed the modernization of a centralized chiller plant monitoring and control system for a Tier 1 building automation OEM. This ongoing project includes telemetry processing, API optimization, analytical dashboards, and performance optimizations, with UX redesign, data storage cost optimizations, and new telemetry streaming architecture.

Medical Devices and Healthcare

In the rapidly evolving digital landscape, the medical devices and healthcare industry is undergoing a significant shift driven by the increased adoption of digital technologies. Mindteck recognizes the necessity for healthcare organizations to adapt to this transformative era to effectively manage the consumer experience.

Healthcare companies face numerous challenges, including rising costs of care, industry consolidation, and regulatory compliance. To address these challenges, Mindteck empowers organizations to leverage next-generation technologies such as automation, AI, analytics, and digital experience. By integrating these advanced technologies into their business strategies, healthcare organizations can achieve accelerated growth across the entire value chain.

Mindteck's expertise allows for the provision of tailored solutions that drive operational efficiency, enhance patient care, and improve overall outcomes. The company is committed to helping medical companies navigate the digital era and harness the power of technology to meet the evolving needs of consumers and the rapidly changing healthcare landscape.

Highlights of 2023-24 include:

• Emergency Care Informatics Platform: Mindteck is part of a team working on a futuristic cloud-based emergency care informatics platform, contributing to a connected care digital platform that provides insights into vital parameters generated from multiple remote patient monitoring systems.

• Post-operative Heart Health Monitoring Solution: Played a critical role in developing a digital care platform aimed at addressing the key requirements of value-based healthcare for the US market.

• Cybersecurity Assessment and Penetration Testing:

Successfully conducted a cybersecurity assessment and penetration testing for a 'Software as a Medical Device' product for a US healthcare customer, meeting FDA regulations on cybersecurity.

• Oncology Informatics Workflow: Contributed significantly to the development program for oncology informatics, enhancing cancer treatment management, optimizing appointment scheduling, and creating datasets for national cancer registries for public health surveillance.

Analytical Instruments

Mindteck has established itself as a prominent figure in the Analytical Instruments sector, providing comprehensive and tailored solutions to its diverse clientele. These specialized services are designed to address the unique requirements of the industry, with a particular focus on custom application development for analytical instruments, guaranteeing seamless integration and peak performance. Their embedded solutions facilitate efficient and precise control of instruments, empowering clients to achieve outstanding outcomes.

In navigating the complexities of the analytical instrumentation landscape, Mindteck faces challenges related to usability and enhancing user experience, alongside considerations such as data integration, interoperability, technological advancements, regulatory compliance, and cybersecurity threats. Leveraging their deep domain expertise and embracing cutting-edge technologies, Mindteck assists customers in overcoming these obstacles.

Moreover, Mindteck customizes LIMS, data acquisition, and analysis software according to individual customer specifications, enabling the generation of valuable insights and actionable intelligence.

Quality remains a top priority for Mindteck's services. The company implements rigorous independent verification and validation (IV&V) processes, with a robust emphasis on software quality assurance to ensure that solutions adhere to the highest standards of reliability and accuracy. Furthermore, Mindteck offers application enhancement and re-engineering services, optimizing functionality and extending the lifespan of applications.

Highlights of 2023-24 include:

• Business Intelligence: Through an innovative collaboration, Mindteck spearheaded the development of a cutting-edge web-based Business Intelligence (BI) tool for a prominent scientific instrument firm. This tool provided a unified platform facilitating instrument planning, robust data capture, insightful analysis, and streamlined sample management, fundamentally transforming data-driven decision-making for scientists.

• Control and Analysis Software: Mindteck expanded the software functionalities for a leading Atomic Force Microscopes (AFM) manufacturer based in the United States. This enhancement facilitated high-throughput data capture, introduced sophisticated WPF controls to enhance user interaction, incorporated high-resolution live 4K 3D rendering capabilities, enabled multi-channel probe settings, and automated image processing and analysis, among other features.

• Offshore Development Center (ODC) Establishment: Mindteck collaborated with a prominent test and instrument enterprise to establish an Offshore Development Center (ODC), assuming full responsibility for software development for their crucial chromatography applications. Leveraging Mindteck's iterative methodology, featuring rapid demo-feedback-development cycles, a successful Minimum Viable Product (MVP) rollout was achieved within a span of merely four months.

• Spectrometer Software Development: Mindteck forged a partnership with a leading analytical instrument company in the United States to create next-generation spectrometer software. Additionally, Mindteck provided comprehensive support in technical writing, product maintenance, and software validation, ensuring a holistic approach to the project's success.

• Management of Business-Critical Laboratory Operations:

Mindteck played a pivotal role in managing the business- critical laboratory operations for a diverse clientele across multiple locations. This involved the meticulous management of complex instruments, execution of calibrations, preparation for tests, and assistance with sample runs, ensuring seamless operational efficiency and client satisfaction.

Data Storage:

Mindteck excels in serving top-tier providers of Storage Data Management Software, Hyperconverged Storage Infrastructure (HCI), Composabie Infrastructure, and Enterprise/Datacenter Storage Equipment. They possess a unique combination of domain expertise, developed knowledge, and the capability to function as an extended engineering team for Data Storage and Cloud clients.

Mindteck's system development proficiency encompasses a broad spectrum of functionalities, including the implementation of speed negotiation in NIC drivers and IPV6 integration for various RAID levels. Development-oriented qualification and white box testing are conducted meticulously to guarantee optimal performance. Additionally, their expertise extends to crafting drivers and Platform Diagnostics, including Baseboard Management Controller (BMC) software supporting IPMI and Redfish, facilitating efficient remote server management.

The company specializes in crafting invaluable tools for the industry, providing solutions for testing high-risk platform configurations to enhance the reliability and performance of storage solutions. The company also specializes in developing custom tools for test management, along with Hardware Acceptance Test Framework (HATS) Tools, ensuring thorough hardware testing for seamless integration. Leveraging expertise in frameworks like EXT-JS, Angular JS, and React JS, Mindteck creates robust and user- friendiy web applications. Furthermore, they specialize in Flash to HTML5 porting, enabling the modernization of web applications and ensuring cross-platform compatibility.

Highlights of 2023-24 include:

• New Platform Automation: Mindteck actively participated in automating new platform features through script development in areas such as BIOS, loader, platform software, service processors, and health monitoring (PHM, CSHM). The automation scripts fell into three categories: new features, hardening, and regression fixes. These scripts were designed to be compatible with previous platforms and releases as well.

• Software Defined Storage: Mindteck engaged in the development, testing, and maintenance of software-defined storage features. This involved understanding and reviewing the architecture, design, and functionai specifications of the software-defined storage system. Additionally, they configured, instaiied, troubieshooted, and maintained hardware support for VMware (ESXi) and KVM (RHEL) virtuaiization and provisioning.

• Data Migration Tool Development: Mindteck developed a document migration tool to consolidate and migrate content between tools. This process included validating that migrated content was fuiiy functional, including child pages and external links, and reorganizing documents within the destination tool for improved clarity and understanding.

• Full Stack Development: The focus was on designing and developing scalable, high-performance applications while ensuring code quality and adherence to best practices. This involved collaborating with cross-functional teams to integrate diverse services and optimize system performance. Knowledge of Docker enhanced the team's ability to work with containerized appiications. Responsibiiities inciuded planning, developing, testing, deploying, and maintaining web applications, with a strong understanding of RESTfui API design and familiarity with database design and management.

• Quality Assurance (QA): Mindteck made significant contributions to QA across key storage modules, including file systems, RAID, storage protocols (NFS, SMB, iSCSI, NVMe), high availability, MetroCiuster, interconnects, switches, NIC cards, data protection, data backup, and disaster recovery.

• Cloud Environment QA and Validation: Mindteck contributed to the QA and validation of cloud environment setups for users, inciuding creating and deieting voiumes/sub-voiumes, snapshots, cross-region replication, data backup, permissions, protocols, allocation limits, and reserved capacity. Key technoiogies used inciuded Linux, Jenkins, Kubernetes, Python, Bitbucket, Jira, Robot/Pytest frameworks, Postman, GCP, and Azure NetApp files.

• Cloud Storage Development and Testing: Mindteck was actively involved in developing and testing a petabyte-scale cloud storage solution for a global leader in traditional storage. Challenges included building scalable S3 object storage and developing and testing various software subsystems in a scaled agile mode. This cloud solution offered end customers a truly scalable object-oriented storage solution with no vendor lock-in, transparent and predictable pricing, and no egress or API charges. Key technologies involved in the project included Go Lang and MinIO for object storage.

Semiconductor

The semiconductor industry is continuously evolving, demanding both software and hardware solutions that address its unique needs and challenges. Mindteck, with decades of experience, stands as a leading provider of these solutions, serving equipment manufacturers, subsystem vendors, and FABS. Mindteck enhances the software features, performance, and productivity of its clients by offering a comprehensive range of services in equipment software, factory automation, specialized controls, and solution accelerators.

Seamiess integration with existing systems is achieved using standard protocols and SEMI FA Standards (200mm and 300mm), along with factory automation to ensure efficient data exchange and synchronization across the manufacturing process. This is facilitated through the implementation of SECS/GEM drivers, FA testing, AMHS integration, FA simulation, recipe server development, and MES interface integration.

Specialized controls are essential for optimizing operations and productivity. Mindteck delivers these through R2R control systems, predictive analytics, and machine vision technologies for quality inspection and control. Additionally, Mindteck provides accelerators designed to promote rapid solution development and enhance overall efficiency. These include device simulators, factory hosts, the EDA Freeze II Framework, automated testing frameworks, FA test harnesses, E95 UI widgets, and USB CAN- based DeviceNet Masters.

Highlights for 2023-24 include:

• Mindteck is designing and developing a common Cluster Tool Controller (CTC) Framework software from scratch for a capital equipment manufacturer. This framework will support both their existing and future equipment, with tool-specific features and functionalities implemented on top of the CTC framework.

• Developing a comprehensive data strategy for an Enterprise Data Management Platform, covering components such as data integration, data storage and management, data distribution, analytics, applications, reporting, and business operations support. This involves designing, integrating, building pipelines, data preparation, ETL processes, maintaining, and troubleshooting new and existing systems used for data storage and processing, along with creating dashboards and reports.

• Providing cloud-based solutions for document sharing, versioning, creating subscriptions, and streamlining approval processes. These solutions interface with various data sources like SharePoint, RDBMS, SAP, and raw files, enhancing data control and ensuring compliance with legal and normative requirements.

Testing

Mindteck excels in comprehensive end-to-end testing, including manual black box testing, test automation, security/penetration testing, regression testing, performance testing, prototype testing, unit testing, multilingual testing, and business/user acceptance testing. The extensive experience covers a wide range of areas, including web, mobile, and embedded device applications, networks, hardware and firmware, databases, web services, cloud, connectivity, and interoperability. Additionally, our specialised expertise in domain-specific testing, particularly in data storage, sets us apart in delivering exceptional testing services to our clients.

Highlights for the 2023-24 include:

• Involved in Automated test design and framework development for a mobile application solution of a leading medical device and patient care application. In a different thread, added 8 new members for handling additional testing needs, to support both manual and automated test solutions.

IT INFRASTRUCTURE SERVICES

The Company established a dedicated IT Infrastructure team focused on the following portfolio of services:

Remote Infrastructure Support

Remote Infrastructure Management (RIM) - including the management of computer hardware and software, such as workstations, servers, network devices, storage devices, and IT security devices. Sub-services include:

• Data Centre Management: Monitoring and management of servers, database, middle tier application, messaging and storage

• Network Management: Monitoring and management of routers, switches, VOIP devices and network links

• Security Management: Monitoring and management of firewall, IPS, IDS, VPN, PKI, etc.

• Desktop Management: Remote maintenance of desktop/ laptops, file and print servers, printer and scanners.

ITIL-Compliance, Processes, SLA:

• Proactive monitoring and incident management

• Problem change and configuration management

• Asset management and patch management

• Availability management

• Process consulting, audits and reviews

• 24/7 support

Vulnerability Assessment and Penetration Testing (VA/PT):

VA/PT helps to protect against network and application breaches by providing visibility of security weaknesses and the guidance to address them. It is increasingly important for enterprises that want to achieve compliance with standards, including the GDPR, ISO 27001 and PCI DSS.

Vulnerability Assessment - carried out through vulnerability scans, is designed to help identify, classify and address security risks. This exercise does not include exploiting the vulnerabilities observed during the scanning process.

Penetration Testing - a multi-layered security assessment that uses a combination of machine and human-led techniques to identify and exploit vulnerabilities in the infrastructure, systems and applications.

Service areas include:

• Network VA/ PT - involving a rigorous testing of the network to obtain information of backdoor entries into a network. It establishes the possibility of penetrating the network to obtain access to the internal IT infrastructure, application software and data.

• Infrastructure VA - involves the scanning of the IT infrastructure to ensure that IT assets are configured as per business and security requirements, and that the internal environment is safe and secure.

• Application Software VA/PT - vulnerabilities within web- based application software (internet and mobile) are easily exploited to obtain sensitive data or compromise customer information. Automated and manual tests are carried out to identify such vulnerabilities and ensure the robustness of the application.

Change in Nature of Business

There were no changes in the Nature of Business of the Company during the year.

5. QUALITY

During FY 2023-24, our quality management system (QMS), which was primarily focused on hardware and software design, development, and testing, was significantly enhanced to include services based on the CMMI version 2.0 Services Model. This expansion now encompasses crucial processes such as strategic service management and service delivery, thereby improving our capability to manage various types of IT-related services.

We have also implemented several key improvements, including the introduction of Process Failure Mode & Effect Analysis (PFMEA), which aids in assessing the impact of process changes on the safety of medical devices. Additionally, our medical devices management system was further strengthened by incorporating installation, operation, and performance qualification guidelines. Thanks to these continual improvements, we successfully retained our ISO 9001:2015 and ISO 13485:2016 certifications.

A major highlight of the year was achieving CMMI version 2.0 Maturity Level 5, covering both Development and Services models. This milestone was reached following an integrated muiti-modei high maturity appraisal conducted in September 2023.

Our quality journey continues with a focus on transitioning to CMMI version 3.0, enhancing quaiity-reiated training through our internal training platform, leveraging emerging technologies and tools to improve delivery capabilities, and increasing customer satisfaction.

In terms of our Information Security Management System (ISMS), many processes were enhanced, and several new guidelines, such as Memory Safe Programming, were added to bolster information security practices. As a result, we successfully retained our ISO 27001:2013 certification.

6. INFRASTRUCTURE

Mindteck has local offices in the US, Canada, UK, Germany, Singapore, Malaysia, Bahrain and India. In addition to space for workstations, conference rooms, meeting rooms, and a worldclass communications system, the Company's infrastructure includes two development centres equipped with R&D laboratories (Bengaluru and Kolkata, India).

At the start of the pandemic, the Company made the requisite adjustments in its IT infrastructure to ensure productive and safe in-office and remote workplace environments for both essential and other employees, while contending with peaks in the spread of the virus. Specifically, access to conferencing platforms was expanded, and critical support for new joinees and existing employees was provided continuously on a rotational basis by the IT team, security officers, an electrical team and courier services. Additionally, the Company initiated plans for investment in hybrid workforce management capabilities such as productivity, security and asset management tools.

7. SUBSIDIARIES

On March 31, 2024, Mindteck had six wholly owned subsidiaries: Mindteck, Inc. (United States), Mindteck Middle East Limited WLL (Bahrain), Mindteck Software Malaysia SDN. BHD. (Malaysia), Mindteck Singapore Pte. Ltd. (Singapore), Mindteck (UK) Limited (United Kingdom), and Chendle Holdings Limited (British Virgin Islands). Mindteck (UK) Limited has one subsidiary: Mindteck Germany GmbH (Germany), and Mindteck, Inc. has one subsidiary: Mindteck Canada, Inc. (Canada). Mindteck Solutions Philippines, Inc. is under closure.

The Consolidated Financials have been audited and form part of this Annual Report. The financials of the subsidiaries have also been audited by the respective Auditors except Chendle Holdings Limited. The Consolidated Financials have been prepared and audited in strict compiiance with the appiicabie Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Aii information, including (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation and (j) proposed dividend as directed by the Ministry of Corporate Affairs, has been disciosed in the Consoiidated

Financial Statement. Financial Highlights with the Indian rupee equivalent of the figures given in the foreign currency, along with exchange rate as on closing day of the financial year, and the statement pursuant to Section 129 (3) of the Companies Act, 2013 in Form AOC-1, forms part of this Board's Report as Annexure-1.

Further, the Company undertakes that the annual accounts of the Subsidiary Companies and the related detailed information will be made available to any investor seeking such information at any point of time. The annuai accounts of the Subsidiary Companies and related information will also be kept for inspection by any investor at Mindteck's registered office. The soft copy of accounts is available on the Investors section of the Company's website (www.mindteck.com). The Holding, as well as Subsidiary Companies, regularly file the applicable data to various regulators and government authorities, as and when required.

None of the Subsidiaries, Joint Ventures or Associate Companies ceased during the year.

8. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the financial year were on an arm's length basis and in the ordinary course of business. There were no material Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons and their relatives except with its whoiiy owned subsidiaries. The particuiars of such contracts or arrangements with related party are attached as Annexure-2.

During the financial year, your Company had contributed towards Corporate Social responsibility to Keyed Foundation in which one of the Directors is an Independent Director of the Company.

9. LITIGATION

There was no material litigation outstanding as on March 31, 2024.

10. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 81,683 equity shares against employees' stock options during the financial year. The issued, subscribed and paid-up Equity Share Capital was Rs. 25,34,67,760 as on March 31, 2024.

11. FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013, forms part of the notes to the Financiai Statements provided in the Annual Report.

13. TRANSFER TO RESERVES

During the financial year, the Company did not transfer to its reserves.

14. DIRECTORS

As per Section 152 of the Companies Act, 2013, Mr. Yusuf Lanewala (DIN: 01770426) retires by rotation as a Director in the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. A brief resume of Mr. Yusuf Lanewala is included in the Annexure to the Notice of the Annual General Meeting.

Declarations by Independent Directors

AIL Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Regulation 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sub-Section 6 & 7 of Section 149 of the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has carried out an annual performance evaluation of the Board, Individual Directors, as well as Committees and Chairperson.

Board Diversity

The Company places great emphasis on the principle of diversity, including gender diversity. Diversity throughout the organisation makes great business sense. The Company maintains that appointments to the Board should be based on merit, as well as complement and expand the skills, knowledge and experience of the Board as a whole.

Policy on Directors' Appointment and Remuneration

Mindteck has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on date, the Board consists of eight Directors, one of whom is Managing Director and CEO; three are Non-Executive including one-woman Director and four are Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Sub-section (3) of Section 178 of the Companies Act, 2013, is adopted by the Board, and uploaded on the Company's website (www.mindteck.com). We affirm that the remuneration paid to the Directors is as per the requirements of the Companies Act, 2013.

Number of Meetings of the Board

The Board met four times during the Financial Year, the details of which are given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between two meetings was within the limit prescribed by the Companies Act, 2013 and SEBI (Listing ObLigations and DiscLosure Requirements) Regulations, 2015.

Vigil Mechanism/Whistleblower Policy

The Company has established a Whistleblower Policy for Directors, Employees and other Stakeholders to report their genuine concern, and the said policy is attached as Annexure-3.

Constitution of Internal Complaints Committee

The Company has complied with the provisions relating to the constitution of InternaL CompLaints Committee under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013.

15. Auditors

Statutory auditor

At the 31^st annual general meeting held on August 12, 2022, Members of the Company appointed Statutory Auditor, Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No. 121750W/W-100010), Bengaluru for a period of five (5) years, who shall hold the office up to the conclusion of the 36^th Annual

General Meeting. During the year, the Statutory Auditor confirmed its eligibility and independence criteria to hold office.

Secretarial Auditor

CS S Kannan, a Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the FY 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2023-24 forms part of this Board's Report as Annexure-4.

Cost Auditor

The maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013, is not applicable to the Company, and accordingly such accounts and records are not maintained.

The Board noted the reports provided by the Statutory Auditor and Secretarial Auditor, and confirmed that there are no qualifications, reservations or adverse remarks.

16. ANNUAL RETURN

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013, the annual return in the prescribed format is displayed on the website of the Company (Weblink: https://www.mindteck. com/annual-return).

17. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators, the Courts, or Tribunals impacting the going concern status and the Company's operation in the future. The details of Tax Matters are disclosed in the Standalone Financial Statements.

18. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderLy and efficient conduct of its business, incLuding adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures.

19. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME

Mindteck has an established familiarisation programme for its Independent Directors. The business heads, Managing Director and CEo, delivery head, chief financial officer and the company secretary make presentations on business models, nature of industry and its dynamism, the roles, responsibilities and liabilities of independent directors. Further, updates on business, statutory law and industry are made available to independent directors especially to the Audit Committee members on an ongoing basis by internal teams, and Statutory & Internal Auditors on a quarterly basis.

20. PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-5 to the Board's report.

The list of employees who were employed throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more, or employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month, and the List of Top 10 employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are in the following page:

Top 10 employees of the Company based upon the remuneration drawn during the FY 2023-24

* Ceased to be an employee w.e.f March 31, 2024

List of employees who were employed throughout the financial year and in receipt of remuneration of Rs.102 lakhs or more, or employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month

21. COMMITTEES OF THE BOARD

Currently, the Board has four Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

22. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management (ERM) framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimise adverse impact on business objectives, and enhance the Company's competitive advantage. The business risk policy defines the risk management approach across the enterprise at various levels, including documentation and reporting. The model has different modes that help in identifying risk trends, exposure and potential impact analysis at a Company level and also separately for different business segments. The Company has identified various risks and also has mitigation plans for each risk identified.

23. CORPORATE GOVERNANCE REPORT

Mindteck recognises good Corporate Governance and is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability, for the benefit of its stakeholders and for long-term success. Mindteck adheres to the standards set by SEBI for Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a report on Corporate Governance pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The details of the remuneration to all the Directors for the FY 2023-24 are reflected in the Corporate Governance Report. A Compliance Certificate on Corporate Governance forms part of this report as Annexure-7.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is part of this Annual Report.

25. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to the information and explanations obtained by the Company, the Directors made the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policy as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently. Judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. CSR INITIATIVES

During FY 2023-24, more than 2% of Mindteck's previous three years' average net profits were allocated towards the following initiatives:

• Gandhi Old Age Home: Mindteck contributed towards procurement of solar water heater, water filter, Kitchen racks, food serving trolly and hospitalization railings cots for elderly people.

• Keyed Foundation: As in the past, Mindteck contributed towards the 'School Readiness Program' in Government Schools.

• Apprentice Training: Mindteck contributed by providing training to the Apprentices hired in the Company more than 2.5%, which is over and above the statutory requirement.

27. MINDTECK EMPLOYEES STOCK OPTION SCHEMES

Mindteck believes in the policy of enabling Mindteckers to participate in the ownership of the Company and share in its wealth creation as they are responsible for the Management growth and success of the Company. The Company has three Employees Stock Option Schemes: Mindteck Employees Stock Option Scheme 2005, Mindteck Employees Stock Option Scheme 2008 and Mindteck Employees Stock Option Scheme 2014. During the year, the Company had wound-up Mindteck Employees Stock Option Scheme 2020.

a. Mindteck Employees Stock Option Scheme 2005

During the year ended March 31, 2024, under this Scheme, the Company did not grant any options but allotted 33,350 shares to the eligible employee. There has been no variation in the terms of ESOP Scheme during the year.

b. Mindteck Employees Stock Option Scheme 2008

During the year ended March 31, 2024, under this Scheme, the Company granted 1,50,000 options on February 07, 2024, at an exercise price of Rs. 238.75/- and allotted 33,333 shares to the eligible employee. There has been no variation in the terms of ESOP Scheme during the year.

c. Mindteck Employees Stock Option Scheme 2014

During the year ended March 31, 2024, under this Scheme, the Company did not grant any options but allotted 15,000 shares to the eligible employee. There has been no variation in the terms of ESOP Scheme during the year.

d. Mindteck Employees Stock Option Scheme 2020

During the year ended March 31, 2024, under this Scheme, the Company did not grant any options and did not allot any shares. There has been no variation in the terms of ESOP Scheme during the year. The Board of Directors of the Company has approved the winding-up of the Scheme on March 06, 2024. As on March 31, 2024, the Mindteck Employees Stock Option Scheme 2020 was not in existence.

The Details of the Employees Stock Option Schemes, as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are displayed on the website of the Company.

(Weblink:https://www.mindteck.com/assets/investor_pdf/Disclosures-pursuant-to-SEBI-SBEB-SE-Regulations-2021.pdf)

28. MINDTECK EMPLOYEES WELFARE TRUST

The Mindteck Employees Welfare Trust (MEWT) was set up in the year 2000. The Company has implemented a Scheme named as Mindteck Employees Stock Option Scheme 2020 in lieu of earlier Company's Share Incentive Scheme which was wound- up on March 06, 2024, by the Board of Directors. MEWT has sold 1,91,551 shares in the secondary market as permitted under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. As on March 31, 2024, the said Trust holds 2,24,449 shares of the Company and has not transferred any shares to the employees of the Company under the said scheme.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO

Particulars that are required to be disclosed under Sub-Section (3)(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are set out in Annexure-8 included in this Report.

30. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of co-operation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company's growth. We thank employees at all levels across the Group for their valuable contribution in our progress and look forward to their continued support.