To the Members,

The Directors hereby present the Thirty-Fourth Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025. The Consolidated performance of the Company and its Subsidiaries has been referred to wherever required.

(in Rs. Million, unless otherwise stated)

* The earnings per equity share for the previous year have been adjusted for the bonus shares issued during the current year.

2. COMPANY AFFAIRS Standalone

On a Standalone basis, your Company recorded revenue of Rs. 1,550.9 million, as against Rs. 1,396.9 million in the previous financial year. Mindteck's profit after tax stood at Rs. 188.2 million, as against Rs. 182.7 million in the previous financial year. At an operating margin level, Mindteck recorded EBITDA (including other income and excluding exceptional items) of Rs. 300.0 million (19.3 %) during this financial year as against Rs. 261.4 million

(18.7%) last year.

During the year, the Company amended the objectives of the

Mindteck Employees Welfare Trust (‘Trust') to include employee welfare activities, following the winding-up of the ESOP Scheme 2020 administered by the Trust, effective from November 12, 2024. As a result of this amendment, the Company has merged the financials of the Trust with its Standalone Financial Statements, effective November 12, 2024. Consequently, interest income of Rs. 1.8 million, net of taxes, earned on a fixed deposit held by the Trust, is included in the ‘Other Income' of the Company's

Standalone Financial Statements. Additionally, total reserves of

Rs. 61.8 million comprising Rs. 54.8 million from profit on sale of shares, Rs. 6.2 million in accumulated reserves of the Trust, and Rs. 0.8 million of interest income (net of taxes) earned during the year are now part of the MEWT Reserves in the Standalone Financial Statements and are designated for the benefit of Company's employees.

During the financial year under review, your Company recorded

Consolidated revenue of Rs. 4,244.2 million as against Rs. 3,855.3 million in the previous financial year. Of the Consolidated revenue that was recorded, 45.1 % is attributed to the US and the balance pertains to the rest of the world.

Mindteck's Consolidated profit after tax for the financial at a profit of Rs. 286.8 million, as against Rs. 273.1 million in the corresponding previous financial year. At an operating margin level, Mindteck recorded EBITDA (including other income and excluding exceptional items) of Rs. 428.0 million (10.1%) during this financial year as against Rs. 388.9 million (10.1%) last year.

During the year, the Company amended objectives of the Mindteck Employees Welfare Trust (‘Trust') to include employee welfare activities, following the winding-up of the ESOP Scheme 2020 administered by the Trust, effective from November 12, 2024. As a result of this amendment, the Company has merged the financials of the Trust with its Standalone Financial Statements, effective November 12, 2024. As a result Rs. 61.8 million- comprising

Rs.54.8 million from profiton the sale of shares, Rs.6.2 million in accumulated reserves of the Trust, and Rs.0.8 million of interest income transferred from the retained earnings are now part of the MEWT Reserves in the Standalone Financial Statements and are designated for the benefit of the Company's employees. This change has no impact on the Consolidated Financial Statements.

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, 2025. This shall be paid to those shareholders of the Company as on August 01, 2025, 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 trusted partner in engineering excellence and technology innovation, proudly supporting a global clientele that includes Fortune 1000 companies, emerging startups, top-tier universities, and government institutions. Since 1991, our deep domain expertise has enabled us to collaborate with leaders in high-impact industries such as data storage, medical technology, semiconductors, and analytical instrumentation.

Mindteck offers a comprehensive portfolio of services spanning

Embedded Systems, Enterprise Applications, Quality Assurance,—seamlessly integrated with a growing focus on Digital Engineering.

Our commitment to delivery excellence is reinforced by our CMMI

Level 5 appraisal, reflecting our process maturity and operational discipline.

Mindteck empowers clients to unlock greater value from their

R&D and technology investments—helping them innovate faster, stay competitive, and future-proof their businesses. From product design and legacy modernisation to regulatory compliance, test automation, AI/ML-driven solutions, cloud migration, and data , visualisation, we deliver end-to-end solutions tailored to evolving business needs.

Our best-shore delivery model—an adaptive blend of onsite, offshore, near-shore, and hybrid approaches—ensures agility and efficiency across global engagements.

Strategic alliances further enhance our capabilities. We are proud partners of Intel Partner Alliance, Microsoft (Gold Application Development), SNIA, the CMMI Institute, and the IoT Global Network. Additionally, we are a founding contributor to The Atlas of Economic Complexity, an influential data tool from Harvard University's Center for International Development.

Over the past few years, we've steadily climbed the ranks among industry leaders, especially in engineering R&D services. As we continue to advance our digital engineering capabilities, we remain focused on delivering innovation, value, and measurable impact to clients worldwide.

In today's fast-paced and constantly shifting business landscape, organisations are under pressure to keep up with ever-evolving technologies and rising customer expectations. As products become smarter and life cycles grow shorter, staying competitive requires swift adaptation to market trends and innovation at speed. Achieving faster time-to-market and quicker returns on investment is now essential for success.

To meet these demands, businesses need a reliable partner that can help them harness emerging opportunities and optimise their product development lifecycle. Mindteck is that trusted partner bringing deep engineering expertise to fuel innovation, and to design, develop, test, modernise, and scale complex, next-generation products and systems.

Mindteck offers deep expertise in developing advanced embedded computing solutions across diverse industries. From product conceptualisation to design, integration, and field testing, we address complex challenges in domains such as medical devices and semiconductor systems with precision and agility.

Our end-to-end embedded systems services span architecture definition, hardware, firmware, and to integration, testing, and validation. By leveraging the latest technologies and industry best practices, we deliver high-performance, reliable, and efficientsolutions tailored to our clients' specific needs.

Mindteck's collaborative and customised approach empowers clients to overcome development challenges, accelerate time to market, and gain a competitive edge. With a strong focus on innovation and quality, we enable our partners to bring next-generation embedded products to life—smarter, faster, and better.

Mindteck's IoT services deliver end-to-end solutions that help businesses unlock the power of data and analytics to drive smarter decisions and improved performance. With proven expertise in IoT device management and a wide array of industry applications,

Mindteck enables seamless integration of IoT technologies to efficiencyelevate customer experiences, enhance operational and optimise overall business outcomes.

As a trusted partner across sectors such as manufacturing, energy and utilities, consumer electronics, and security, Mindteck has implemented a range of impactful use cases. These include edge computing, predictive maintenance in smart factories, asset tracking, connected vehicles, industrial and agricultural equipment optimisation, smart buildings and homes, energy management, wearable health monitors, and remote medical diagnostics.

In today's connected landscape, digital technologies are central to modern operations—spanning industrial controls, surveillance systems, intelligent transport infrastructure, asset monitoring, predictive maintenance, safety systems, and cybersecurity. By integrating IoT sensors and analytics, Mindteck enables clients to gather and interpret critical operational data to predict outcomes and improve safety, performance, and reliability.

Designed for scalability, security, and cost-effectiveness,

Mindteck's IoT solutions transform real-time device data into actionable insights—helping businesses increase productivity, streamline operations, and stay competitive in a rapidly evolving digital world.

• Legacy Product Redesign: Re-engineered a Windows CE-based legacy product by porting it to Linux on a dual-core ARM MPU, including FPGA code migration.

• Medical Device Firmware: Designed firmware for diagnostics, therapy, reprocessing, and system integration devices for a global medical device manufacturer.

• Android BSP Development: Partnered with a US-based company for Android BSP development, enhancing product compatibility and performance.

• Lighting Control Interfaces: Developed DMX and DALI lighting protocols along with sensor interfaces for enhanced smart lighting functionality.

• Voltage/Temperature Data Acquisition: Delivered a 10-channel data acquisition unit capturing voltage and temperature parameters.

• Testing & Development Partnership: Collaborated with a

Singapore-based client for firmware and software testing and development.

• Yocto Build Optimisation: boot time and integrated support for new interfaces on Yocto builds for a new client.

• Penetration Testing & Security: Performed vulnerability assessments, automated scans, and penetration testing for enhanced system security.

• Digital Diagnost Lifecycle Management: End-to-end lifecycle for diagnostic imaging systems.

• Site Reliability Engineering (SRE): Delivered a five-year SRE program for a Tier 1 telecom OEM, managing uptime, real-time monitoring, automated deployments, and infrastructure performance across network services, OSS/BSS, device firmware, IoT, and AI-based analytics.

• Asset Tracking: Developed intelligent tracking systems for operators and maintenance teams, streamlining asset visibility and management.

• Renewable Energy Digital Transformation: Led a cloud migration initiative for a leading UK-based renewable energy provider, moving applications and services to Azure. The system manages real-time data from 80K smart meters, generates invoices, processes payments, and delivers near real-time analytics, now supported through managed operations.

In today's fast-evolving digital landscape, the medical devices and healthcare industry is experiencing a profound transformation fuelled by the adoption of advanced technologies. Mindteck understands the urgent need for healthcare organisations to adapt and elevate the consumer experience.

Amid rising care costs, industry consolidation, and increasing regulatory demands, healthcare providers must rethink how they operate. Mindteck empowers organisations overcome these challenges by integrating next-generation technologies such as automation, AI, advanced analytics, and digital experience platforms into their strategic frameworks.

With deep domain expertise and a collaborative approach, Mindteck delivers tailored digital and engineering solutions that enhance operational efficiency, improve patient compliance and support sustainable growth across the healthcare value chain. As a trusted partner, Mindteck is committed to guiding medical and healthcare companies through digital transformation and helping them harness innovation to meet evolving consumer and industry demands.

• Next-Gen Remote Patient Monitoring: Led the complete firmware upgrade and feature enhancement for the next-generation version of a remote patient monitoring device for a global medical technology leader. Contributions spanned the entire product development lifecycle.

• Web/Cloud-Based Patient Monitoring Platform: Developed a software solution for a real-time remote monitoring of clinical vital parameters, enabling healthcare providers track patient health from any location via a secure cloud integrated platform.

• Cloud-Integrated AED Solution: Designed a modern Automated

External Defibrillator (AED) system integrated with a mobile app and cloud backend - ensuring real-time data availability and seamless device management.

• Post-Operative Heart Health Monitoring: Contributed to the development of a digital care platform supporting value-based post-operative care for cardiac patients in the US, enhancing recovery tracking and clinician engagement.

• Cybersecurity and Penetration Testing: Performed a comprehensive security assessment and penetration testing for a mobile communication channel linked to a heart-monitoring base station, ensuring secure data transmission for a US-based healthcare client.

Mindteck delivers advanced engineering and digital solutions that power high-precision analytical instruments used in pharmaceuticals, life sciences, environmental monitoring, and chemical analysis. Your company supports OEMs with end-to-end services—including instrument software development, integration, data security, and IoT enablement—enhancing performance, ensuring data accuracy and user experience.

Mindteck's deep expertise and innovative approach helps manufacturers accelerate product development, ensure compliance and embrace digital transformation in a rapidly evolving and highly regulated sector. From enabling remote diagnostics and smart analytics to ensuring seamless enterprise integration, Mindteck plays a critical role in driving scientific innovation and lab productivity. Mindteck specialises in bridging the gap between scientificneeds and technological execution, helping clients reduce time-to-market, scale intelligently and remain at the forefront of precision instrumentation.

• Business Intelligence for Laboratory Instruments: Developed an advanced Business Intelligence (BI) tool for a global scientific instrument company. The platform provides real-time insights, instrument/operator management, and centralised instrument booking empowering labs with data-driven decision making and optimised asset utilisation.

• Informatics Platform for Lab Automation: Collaborated with a leading US-based analytical instrument OEM to create a ensureregulatory comprehensive informatics platform tailored to boosting lab efficiency, data integrity, and regulatory compliance. The platform delivers comprehensive solutions for a wide range of applications such as, quantitative analysis, biopharmaceutical workflows, and small molecule screening enhancing the overall quality and reliability of analytical processes.

Remote Scientific Data Review System: Designed and implemented a secure, web based Scientific Data Validation platform in partnership with a leading instrumentation firm. Featuring flexibility in defining review process workflows that include raw data, audit trails, and electronic signatures which is in compliance with global standards, all within a robust encryption framework.

In an era defined by exponential data growth and digital transformation, Mindteck stands out as a strategic engineering partner for global leaders in Data Storage, Cloud Infrastructure and Enterprise IT Systems. With a strong foundation in domain expertise and deep technical know-how, Mindteck supports clients across the storage ecosystem including Storage Data Management Software, Hyperconverged Infrastructure (HCI), Composable Infrastructure, and Enterprise/Datacenter Storage

Equipment.

Mindteck's capabilities span comprehensive system development including speed negotiation in NIC drivers, IPv6 integration across RAID levels, and robust development-oriented qualification and white-box testing to ensure optimal performance and reliability.

Mindteck's expertise includes the development of drivers and platform diagnostics, as well as Baseboard Management

Controller (BMC) software featuring IPMI and Redfish protocols for remote server management. Mindteck also contributes to firmware development, including BIOS and loader support for storage appliances.

Mindteck is known for creating high-value tools and frameworks that elevate platform reliability. This includes solutions for testing high-risk platform configurations and custom tools for test management. Ourr Hardware Acceptance Test Framework (HATS) ensures rigorous hardware testing for seamless integration.

Utilising modern UI frameworks such as EXT-JS, AngularJS, and ReactJS, Mindteck develops intuitive and scalable web applications. Additionally, our proficiencyin Flash-to-HTML5 porting enables clients to modernise legacy applications for enhanced performance and cross-platform compatibility.

• AI Initiatives: Developed a suite of AI-powered tools including Auto Script Generator, Review Analyser, Coder Reviewer Log Analyser, and an Auto Report Generator for project activities, in addition to generating new test cases.

• Advanced Data Analytics: Delivered data-driven solutions that leverage analytics for actionable insights, contributing to smarter decision-making in platform operations.

• New Platform Automation: Played a key role in automating new platform features through script development in areas such as BIOS, loader, platform software, service processors, and health monitoring (PHM, CSHM). Automation scripts covered new features, system hardening, and regression fixes, ensuring backward compatibility across previous platforms and releases.

• Software-Defined Participated in the design, development, testing, and maintenance of software-defined storage solutions. This included reviewing architecture, design, and functional specifications, installing, troubleshooting, and supporting hardware for

VMware (ESXi) and KVM (RHEL) virtualisation environments.

• Data Migration Tool Development: Delivered a document migration tool to consolidate and transfer content across platforms, with validation for structure, links and usability improvements.

• Full Stack Development: Designed and developed scalable, high-performance applications, using RESTful APIs, Docker and modern frameworks.

• Quality Assurance (QA): Provided QA support across corel storage modules such as file systems (NFS, SMB), RAID architectures, storage protocols (iSCSI, NVMe), high availability, MetroCluster, interconnects, switches, NIC cards, data protection, backup, and disaster recovery.

• QA for Cloud Configurations: Supported QA and validation for cloud environment configurations, including volume and snapshot management, cross-region replication, data backup, permissions, protocols, allocation limits, and reserved capacity. Key technologies included Linux, Jenkins, Kubernetes, Python, Bitbucket, Jira, Robot/Pytest frameworks, Postman, Google Cloud Platform (GCP), and

Azure NetApp Files.

• Cloud Storage Development and Testing: Contributed in developing and testing a petabyte-scale cloud storage solution for a global leader in storage. Challenges included building scalable S3 object storage and developing multiple software subsystems in an agile environment. The solution offered customers scalable, vendor-neutral object storage with transparent pricing and no egress or API charges. Key technologies involved were Go Lang and MinIO for object storage.

The semiconductor industry is rapidly evolving, with a growing demand for tailored software and hardware solutions to meet its distinct challenges. With decades of expertise, Mindteck is a leading provider of such solutions, serving equipment manufacturers, subsystem vendors, and fabs. Mindteck enhances client capabilities by delivering comprehensive services in equipment software, factory automation, specialised controls, and solution accelerators that improve software features, performance, and productivity.

Seamless integration with existing systems is ensured through adherence to standard protocols and SEMI FA standards (200mm and 300mm), enabling efficient data exchange and synchronisation throughout the manufacturing process. This is achieved by implementing SECS/GEM drivers, FA testing, AMHS integration, FA simulation, recipe server development, and MES interface integration.

To optimise operations and boost productivity, Mindteck delivers specialised controls including R2R control systems, predictive analytics, and machine vision technologies for quality inspection and control. Additionally, solution accelerators such as device simulators, factory hosts, the EDA Freeze II Framework, automated testing frameworks, FA test harnesses, E95 UI widgets, and USB Storage:

CAN-based DeviceNet Masters support rapid development and enhance overall efficiency.

• Common Cluster Tool Controller (CTC) Framework: Designing a scalable framework for a major capital equipment manufacturer - supporting current and future tools, with modular tool-specific extensions.

• Enterprise Data Management Platform: Delivering an end-to-end data strategy involving integration, storage, ETL pipelines, analytics, application support and dashboards development.

• Cloud-Based Document Solutions: Enabling secure, cloud-integrated tools for document sharing, versioning, subscription management, and approval workflows. Integration with SharePoint, RDBMS, SAP, and raw files ensures compliance and governance.

• Wafer Defect Classification Using Deep Learning: Leveraging convolutional neural networks (CNNs) with pretrained architectures like EfficientNet, Mindteck developed an AI powered.

• LLM-Based Risk Assessment: Implemented a risk analytics solution powered by Large Language Models (LLMs) to process structured and unstructured data (reports, logs, policies, and external sources) for identification and categorisation.

Mindteck offers end-to-end testing services, including test automation, security and penetration testing, regression, performance, prototype, unit, multilingual, and business/user acceptance testing. Our extensive expertise spans diverse domains such as web, mobile, embedded devices, networks, hardware and firmware, databases, web services, cloud environments, connectivity, and interoperability. Additionally, our specialised proficiency data storage distinguishes us in providing exceptional, tailored testing solutions.

• Platform-Independent Automation Tool: Developed a Python-based automation test service for embedded medical devices. Simulates human interaction across WinCE and Linux platforms supporting GUI validation and repeat, time-sensitive tests.

• Mobile Test Automation Framework: Built using Appium, this framework supports test execution on both real and emulator devices across mobile platforms—integrated with mobile device farms for enhanced test coverage.

• BDD-Based Cloud Test Framework: Designed a Behavior-

Driven Development (BDD) framework for validating a cloud-based AED platform. Supported functional, regression, and cross-browser testing in a scalable and maintainable test structure.

Mindteck provides comprehensive IT Infrastructure Services designed to support dynamic, 24/7 business environments. Our dedicated team manages global infrastructure across hardware, networks, cloud platforms, and enterprise applications ensuring performance, scalability, and security.

• Data Center Management: Monitoring servers, databases, storage, middleware, and messaging systems

• Network Management: Managing routers, switches, VoIP systems, and network connectivity

• Security Management: Handling firewalls, VPNs, IPS/IDS, PKI, and endpoint protection

• Desktop Management: Remote support for desktops, laptops, print services, and peripherals.

• Proactive monitoring and incident resolution

Change, problem, and configuration management

• Asset and patch management

• Availability and capacity management

• Audit support and SLA-based service delivery

24/7 Global Support

To protect against evolving cyber threats, Mindteck offers robust VA/PT services that identify, validate, and remediate security risks across networks, infrastructure, and applications. These services align with leading compliance standards such as GDPR, ISO 27001, and PCI DSS.

• Network VA/PT: Identifiespotential unauthorised entry points and vulnerabilities in internal systems urations config • Infrastructure VA: Verifies secure system based on business and compliance policies

• Application VA/PT: in domain-specific Detects vulnerabilities in web and mobile applications through a combination of automated tools and manual testing

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

5. QUALITY

Mindteck's Quality Management System (QMS), built on ISO 9001, ISO 13485 (Medical Devices), and mature practices aligned with CMMI (Capability Maturity Model Integration), remains robust and stable. It provides a solid framework to consistently deliver quality IT products and services on time, meeting customer expectations.

The QMS was further strengthened with the introduction of guidelines for restricted materials in hardware projects, based on

RoHS (Restriction of Hazardous Substances) compliance. In the upcoming year, the Quality Department will focus on continuous improvement by migrating the QMS to the CMMI version 3.0 framework and integrating AI-driven productivity enhancement tools.

Similarly, the Information Security Management System (ISMS) was enhanced with new guidelines covering attack surface reduction, updated wireless security protocols, web filtering, and revised network security measures. Additionally, the Data Privacy

Management System is currently under review and revision to ensure alignment with evolving regulatory requirements.

As a result of these ongoing improvements, Mindteck maintains compliance with ISO 9001:2015, ISO 13485:2016, CMMI DEV & SVC version 2.0, and has successfully transitioned to ISO

27001:2022.

Mindteck remains committed to the continual enhancement of its management systems, with a strong focus on fulfilling customer expectations and adhering to relevant standards and regulations. Mindteck remains committed to the continual enhancement of its management systems, with a strong focus on fulfilling customer expectations and adhering to relevant standards and regulations.

6. INFRASTRUCTURE

Mindteck operates local offices across key global locations, including the United States, Canada, the United Kingdom, Germany, Singapore, Malaysia, Bahrain, and India. Our infrastructure encompasses well-equipped workstations, conference and meeting rooms, and a state-of-the-art communications system. Central to our operations are two advanced development centers in Bengaluru and Kolkata, India, each featuring dedicated R&D laboratories.

At the onset of the COVID-19 pandemic, Mindteck swiftly adapted its IT infrastructure to maintain a productive and safe work environment for both on-site and remote employees. This included expanding access to conferencing platforms and providing continuous, rotational support to new hires and existing staff through our IT team, security personnel, electrical maintenance, and courier services. Furthermore, the Company has embarked on strategic investments in hybrid workforce management solutions, focusing on enhancing productivity, security, and asset management capabilities to support evolving work models.

7. SUBSIDIARIES

On March 31, 2025, 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 currently 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 compliance with the applicable Accounting

Standards and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. All 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 disclosed in the

Consolidated 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 annual 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, regularlyfilethe 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 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 wholly owned subsidiaries. The particulars of such contracts or arrangements with related party are attached as Annexure-2.

9. LITIGATION

There was no material litigation outstanding as on March 31, 2025.

The Board of Directors of the Company allotted 1,95,834 equity shares against employees' stock options during the year. Additionally, on September 24, 2024, the Company allotted

63,69,611 bonus equity shares of Rs. 10/- each. The issued, subscribed and paid-up Equity Share Capital was Rs. 31,91,22,210 as on March 31, 2025.

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.

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

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

As per Section 152 of the Companies Act, 2013, Mr. Meenaz

Dhanani (DIN: 06705048) 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. Meenaz

Dhanani is included in the Annexure to the Notice of the Annual General Meeting.

All 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.

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.

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.

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 Seven Directors, one of whom is

Managing Director and CEO; two are Non-Executive and four are Independent Directors including one-woman Director. 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.

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.

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.

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.

At the 31st 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, the 36th Annual whoshallholdthe General Meeting. During the year, the Statutory Auditor confirmed its eligibility and independence criteria to hold office.

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 2024-

25 forms part of this Board's Report as Annexure-4. The Board recommended the appointment of S Kannan and Associates, a practicing Company Secretary firmrepresented by CS S Kannan, to the shareholders in the ensuing Annual General Meeting, who has confirmed Secretarial Auditor, if appointed for a period of five (5) years, i.e. up to the Annual General Meeting of FY 2029-30, as per the Companies

Act, 2013.

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.

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).

There were no significant and material

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.

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.

Mindteck has a well-structured familiarisation program for its Independent Directors. This program includes presentations by key executives, such as the business heads, Managing Director and CEO, Delivery Heads, Chief Financial Officer, and the Company Secretary. These sessions cover the Company's business model, the nature and dynamics of the industry, as well as the roles, responsibilities, and legal liabilities of Independent

Directors.

Additionally, ongoing updates on the business, statutory laws, and industry trends are regularly provided to the Independent

Directors, particularly to members of the Audit Committee. These updates are facilitated by internal teams and Statutory &

Internal Auditors on a quarterly basis to ensure that the Directors are well-informed and equipped to make informed decisions.

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) eligibilityandwillingness toacceptthe officeof of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are in the following page:

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:

The Company has established a robust Enterprise Risk Management (ERM) framework designed to identify and assess business risks and opportunities. This framework aims to promote transparency, minimise the adverse impact on business objectives, and enhance the Company's competitive advantage.

The Business Risk Policy outlines the approach to risk management across the organisation, covering various levels of documentation and reporting. The framework incorporates multiple modes of risk assessment that enable the identification of risk trends, exposure, and potential impacts, both at the Company-wide level and within specific business segments.

Through this comprehensive risk management process, the Company has identified several key risks and has developed mitigation strategies for each of them, ensuring that appropriate measures are in place to manage and address these risks effectively.

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 2024-25 are reflected in the Corporate Governance Report. A Compliance Certificate on Corporate Governance forms part of this report as Annexure-7.

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

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 preparationoftheannualfinancialstatements for the year ended March 31, 2025, 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, 2025 and of the profit of the Company for the year ended on that date;

c. that proper and sufficientcare 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 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.

During FY 2024-25, Mindteck allocated over 2% of the average net profits from the previous three years towards its Corporate Social Responsibility (CSR) initiatives. A significant on Apprentice Training, where Mindteck exceeded the statutory requirement by contributing training to Apprentices equivalent to more than 2.5%, which is over and above the statutory requirement.

This commitment underscores the Company's dedication to skill development and empowering the future workforce.

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. a. Mindteck Employees Stock Option Scheme 2005

During the year ended March 31, 2025, under this Scheme, the Company granted 800 options on February 05, 2025, to the eligible employees making an adjustment to the outstanding stock options and its respective exercise prices, pursuant to the Bonus Issue. 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, 2025, under this Scheme, the Company granted 62,050 options on February 05, 2025, to the eligible employees making an adjustment to the outstanding stock options and its respective exercise prices, pursuant to the Bonus Issue and allotted 33,334 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, 2025, under this Scheme, the Company granted 41,667 options on February 05, 2025, to the eligible employee making an adjustment to the outstanding stock options and its exercise price, pursuant to the Bonus Issue and allotted 1,62,500 shares to the eligible employee. There has been no variation in the terms of ESOP Scheme during the year.

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.

The Mindteck Employees Welfare Trust (MEWT) was set up in the year 2000. The Company had 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.

The shares held by MEWT were sold in the secondary market, in accordance with the Securities and Exchange Board of India Regulations, (Share-Based Employee Benefits

2021, with the proceeds being used to repay the loan granted by

Mindteck (India) Limited.

The remaining balance in the MEWT Fund will be utilised for the welfare of the employees of the Company as per the Trust Deed.

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.

The Directors wish to express their sincere appreciation for the cooperation and continued support extended by our customers, shareholders, investors, partners, vendors, bankers, the

Government, and statutory authorities, all of whom have contributed to the Company's growth. We also extend our heartfelt thanks to our employees at all levels across the Group for their dedication and valuable contributions. We look forward to their continued support as we progress further.

for and on behalf of the Board of Directors