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.

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 the 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 the Company's employees.

Consolidated

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 year stood 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 profit on 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.

PRODUCT ENGINEERING

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.

Embedded Design 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 mechanical design, through to integration, testing, and validation. By leveraging the latest technologies and industry best practices, we deliver high-performance, reliable, and efficient solutions 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.

Internet of Things (IoT)

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 enhance operational efficiency, elevate customer experiences, 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.

Highlights for EDS and IoT in 2024-25 include-

Embedded Systems and Firmware Development

• 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, Optimisation, and Security

• 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.

Product Lifecycle and Reliability Management

• 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, realtime monitoring, automated deployments, and infrastructure performance across network services, OSS/BSS, device firmware, IoT, and AI-based analytics.

Digital Transformation and Smart Solutions

• 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.

Medical Devices and Healthcare

In today's fast-evoiving 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 outcomes, ensure regulatory 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-IntegratedAEDSolution: 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 heartmonitoring base station, ensuring secure data transmission for a US-based healthcare client.

Analytical Instruments

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 scientific needs and technological execution, helping clients reduce time-to-market, scale intelligently and remain at the forefront of precision instrumentation.

Highlights of 2024-25 include:

• 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 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.

Data Storage:

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 proficiency in Flash-to-HTML5 porting enables clients to modernise legacy applications for enhanced performance and cross-platform compatibility.

Highlights for 2024-25 includes:

• AIInitiatives: 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 Storage: Participated in the design, development, testing, and maintenance of software-defined storage solutions. This included reviewing architecture,

design, and functional specifications, as well as configuring, 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.

Semiconductor

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 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.

Testing

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 in domain-specific testing—especiaiiy in data storage—distinguishes us in providing exceptional, tailored testing solutions.

Highlights for 2024-25 includes:

• 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.

IT INFRASTRUCTURE SERVICES

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.

Service Portfolio

Remote Infrastructure Support

• 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.

ITIL-Compliant Operations

• 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

Vulnerability Assessment and Penetration Testing (VA/PT):

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.

Service Areas

• Network VA/PT: Identifies potential unauthorised entry points and vulnerabilities in internal systems

• Infrastructure VA: Verifies secure system configurations based on business and compliance policies

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

Change in Nature of Business

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. AIL 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, 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 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.

10. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 1,95,834 equity shares against employees' stock options during the financial 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.

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 FinanciaL 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. 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.

Declarations by Independent Directors

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.

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 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.

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 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, who shall hold the office up to the conclusion of the 36th 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 202425 forms part of this Board's Report as Annexure-4. The Board recommended the appointment of S Kannan and Associates, a practicing Company Secretary firm represented by CS S Kannan, to the shareholders in the ensuing Annual General Meeting, who has confirmed his eligibility and willingness to accept the office of 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.

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 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.

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: