mindpool technologies ltd Directors report

To,

The Members of

Mindpool Technologies Limited

Your Directors have pleasure in presenting the 13^th Annual Report on the business and operations of the Company along with the Audited Financial Statements and Boards Report for the Financial Year ended March 31^st, 2023.

1. FINANCIAL RESULTS

The details of the Companys performance for the year under review along with the previous years figures are given hereunder:

Particulars	Standalone		Consolidated
	For the FY ended 31.03.2022	For the FY ended 31.03.2023	For the FY ended 31.03.2022	For the FY ended 31.03.2023
Income from operations	2,202.95	3390.72	4,847.38	4582.07
Other Income	50.03	19.67	50.03	19.67
Total Revenue	2,252.99	3410.38	4,897.41	4601.73
Less: Expenses	2,200.35	3319.88	4,794.65	4589.02
Profit Before Tax	52.63	90.50	102.76	12.71
Less: Tax Expense
Current Tax	8.21	26.05	8.21	26.05
Tax/ MAT adjustments for earlier years	NIL	NIL	NIL	NIL
Deferred Tax	(1.50)		(1.50)
MAT credit	NIL	NIL	NIL	NIL
Net Profit After Tax	45.92	64.46	96.05	(13.33)

2. STATEMENT OF COMPANY AFFAIRS & OPERATIONAL PERFORMANCE

Overview:

Over the years, your Company has proven to be a reliable and successful provider of IT industry solutions. Your Company has consistently met and exceeded the needs of the clients in this fast-paced and ever-evolving field. With expertise and dedication, the Company has continued to be a trusted partner for businesses seeking top-notch IT services.

In todays competitive business environment, staffing agencies play a crucial role in matching the right talent with the right positions. IT businesses are constantly seeking talented individuals to fill their permanent or temporary positions. The business world now heavily relies on staffing companies, especially for IT positions. As a result, the scope of IT staffing has expanded vastly, allowing businesses to find the right professionals for their needs quickly and efficiently.

As a trusted provider of IT staffing, payroll routing, and other essential IT services, your company has been experiencing growth in the areas of digital marketing and cloud services. Throughout the year, the Company has seen substantial rise in its revenue from staffing services. IT Staffing has played a vital role in boosting revenue and driving substantial growth in the second half of the financial year, as Compared to its performance in the first half.

Moreover, revenue from Routing services has also Contributed significantly to the Companys financial growth during the year. Further, the Services of Offshore Development Center have faced challenges due to unpredictable market conditions and the long-lasting effects post Pandemic. The other workforce services have consistently made significant contributions.

It is important to recognize that these fluctuations are temporary and do not diminish the long-term benefits. With proper risk management strategies in place, organizations can overcome current challenges and continue to reap the rewards of the Workforce offered by it.

Nevertheless, your Company is actively working to address and overcome these challenges by Collaborating with offshore development centers. With proper risk management strategies in place, we can overcome current challenges and continue to reap the rewards of global collaboration. This approach will not only help them tap into global talent and expertise but also ensure cost-effectiveness and operational efficiency.

We are committed to delivering sustainable solutions that not only enhance business revenue but also foster strong relationships with our clients. With our expanded offerings, we aim to provide comprehensive and satisfactory services that meet the evolving needs of todays businesses.

Standalone Performance: During the year under review your company reported a good rise in revenue from operations amounting to an amount of INR 3,390.72 Lakhs as compared to an amount of INR 2,202.95 Lakhs earned in the previous Financial Year. The Company has marked a growth of 54 % in its turnover during the FY 2022-23 as compared to a growth of 121.51 % made during the FY 2021-22 as an effect of planned and executed operations of expanding its client base and business in India. Considering the downfall in overseas market, the Company has witnessed a downfall of around 80% in the export turnover during the period under report, whereas the turnover from domestic sale has made a substantial growth of around 150%.

The Company has recorded a Gross Profit (PBT) of INR 90.50 lakhs as compared to INR 52.63 lakhs earned in the previous financial year marking a growth of approx. 72% and Profit after tax (PAT) of INR 64.46 Lakhs as compared to a profit of INR 45.92 Lakhs earned during the previous financial year.

The EPS for the FY 2022-23 is reported to be INR 1.52 as compared to INR 1.08 in FY 2021-22, showing a growth of 40.37%.

Consolidated Performance: The Company has shown a proven record of consistency and is efficient in its performance. However, the Consolidated Revenue during the period under report aggregates to an amount of INR 4582.07 Lakhs as compared to an amount of INR 4,847.37 Lakhs earned during the previous financial year resulting in a reduction of 5.5%, the Company has recorded a decline in its profit after tax (PAT) and has recorded a Loss of INR 13.33 Lakhs during the year under report as compared to Profit after Tax of an amount of INR 96.05 Lakhs in the previous year 2021-22 resulting in a reduction of 113.87%.

The temporary slowdown in the performance of the wholly owned subsidiary of the Company i.e. Mindpool Technologies INC, USA and therefore has resulted in downfall during the second half of the FY 2022-23. The decrease in profits can be attributed to the looming possibility of a recession in the US, which are causing unfavorable market conditions that are affecting the business operations. Therefore, the speculations detailed above has resulted in adverse impact on our overall performance.

Subsidiary Performance:

Mindpool Technologies Inc.- The wholly owned subsidiary of the Company generated a Revenue of USD 1.479 Million (INR. 1,191.35 Lakh) during the period under report as compared to an amount of USD 3.513 Million (INR 2,644.43 Lakhs) earned during the previous financial year resulting in a reduction of approximately 58%. Also, the Company has recorded a decline a Loss of USD 96 Thousand (INR 77.79 Lakhs) during the period during the year under report as compared to Profit after Tax of an amount of USD 66.60 Thousand (INR 50.13 Lakhs) in the previous year 2021-22 resulting in a reduction of approx. 245%.

3. DIVIDEND

The Directors of your Company are of the view that as the Company is undergoing a period of growth, and we require additional capital to further strengthen our operations and elevate the standard of services we provide and hence the Board of Directors has decided to forego any dividend payments for the current financial year. Instead, they have chosen to allocate the profits towards an expansion plan that will ensure long-term growth and success for the company.

4. NATURE OF BUSINESS

Your Company has actively continued to be engaged primarily in IT Staffing, Payroll Routing, Recruitment business and Web application development and Digital Marketing. More emphasis is being given on increasing the digital marketing and web-based services to obtain a sustainable business structure in the up-coming years and for moving ahead with the objective of achieving Companys long-term goals. Throughout the year under review, the Company has remained consistent and there is no change in the nature of business operations and practices of the Company during the year.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Company has achieved new heights during the FY 2022-23 and has established a proven track record in IT staffing industry. Alongwith new clients, the Company has been dedicated and determined to provide quality services to its existing clients leading to a balanced and trustworthy client base. The Directors of your company have been able to establish a management system which is efficient in the overall development of the Company, including its employees and other stakeholders. The Board is keen at pacing with various strategies and factors which are key in reaching the desired objectives:

Offerings and Profitability: With successful track of staffing and IT consulting offerings, new digital marketing offerings have also witnessed initial success. It has also enabled us to deliver holistic digital solution to our customers.

Human Resource: Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Sales: Post COVID things has started changing. Client started working on hybrid model and this is helping us to meet them in person and build strong relationship. We also expand our sales team in south India and in digital business. As an impact, greater emphasis is demanded for digital sales enablement, and to counter the same, we have upgraded sales effectiveness in terms of tools, training and extended reach with new digital channels and solutions.

Performance Metrics: Even though covid has gone but it has hit growth economy of many countries specially in North America & Europe. However, as we know that increase in efficiency and supply of services in a timely manner is the only path which results in higher revenue and growth of the business, despite of the challenges and obstacles, your Company has been able to maintain an efficient performance throughout the year. The Board of your Company has taken due care of all the factors affecting the performance, keeping in mind the work from home requirements and necessities.

Marketing and Market Environment: The marketing landscape has also undergone key changes and digital marketing has been overemphasized, although we have always been in the forefront of digital marketing space and have included it as our core marketing strategy since our early years.

Impact Of Recession in USA: Since there has been post covid speculations of recession hitting the western market, we have witnessed a slow down in the business in US which has grossly impacted the results of our subsidiary company. Nonetheless, the Company has been taking all preventive measures to reduce the impact and is hopeful of getting good business from US and western world in the years to come.

6. LISTING INFORMATION

The equity shares of your Company are listed on the following stock exchange(s) under the ISIN:

Stock Exchange	The National Stock Exchange of India
Platform	SME Platform
Symbol	MINDPOOL
ISIN	INE00RQ01019

7. HOLDING COMPANY

Your Company does not have any holding company or entity. The shareholding of the Company is as detailed in the Annual Report of the Company.

8. DETAILS OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March 2023, your company has one wholly owned Subsidiary Company, i.e., Mindpool Technologies Inc. incorporated as per the laws of United States of America. Following are the details of your Companys holding Structure in Mindpool Technologies INC:

Particulars	Mindpool Technologies Inc.
	Incorporation Date- May 12, 2011
	Country- Delaware, USA
1 Corporate Information:	Registered Office-National Registered Agents Inc., 160 Greentree Drive Suite 101, Dover, DE 19904 in the Country of Kent.
	Virtual Office - 3422 Old Capitol Trail, Suite # 1634, Wilmington, DE 19808- 6192.
2 Current Nature of Business: Capital Structure of our	IT staffing and Project Consulting services.
3 Subsidiary:	1500 shares of common Stock with $0.01 Par Value per Share.
4 Effective date of acquiring shares or date of remittance	18th May, 2018
5 Shareholding as on 31st March 2023:	Wholly Owned Subsidiary
	[1500 Shares of $ 0.01/- each equivalent to 100% of paid-up capital]

Pursuant to the on-going divestment, your Company has disposed off holding in the equity capital of S A Tech Software India Private Limited and w.e.f. from March 30^th, 2023 the Company holds equity shares aggregating to 19.53% in the Share Capital of former subsidiary. As a result of the same, S A Tech Software is neither a subsidiary nor an associate of your Company.

The details of Divestment carried out in the capital of S A Tech Software India Private Limited is as follows:

Sr.No Number of Shares Disposed off		Date of Disposition	Percentage disposition	Shareholding post
1. 47,000 Shares	FY 2021-22	01-11-2021		40.0
2. 42000 Shares		03-07-2022		30.31
3. 872 Shares		04-09-2022		30.11
4. 22,360 Shares		08-11-2022		24.90
	FY 2022-23
5. 18,614 Shares		07-12-2022		20.57
6. 4300 Shares		28-03-2023		19.57

Your Company does not have any Joint Venture Company or Entity.

9. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

In accordance with the consent granted by the shareholders in the 11^th AGM of your Company, with the approval of the Board of Directors, the Company has been carrying out the divestment process in S A Tech Software India Private Limited. Considering the same, S A Tech Software India Private Limited ceased to be a subsidiary of the Company in FY 2021-22 pursuant to divestment of 47000 shares and thereafter ceased to an Associate of the Company in FY 2022-23 pursuant to divestment of further 83,846 shares. As on the date of the report, S A Tech Software India Private Limited is neither a Subsidiary nor an Associate of the Company as on the date of the report.

10. ACCOUNTS OF SUBSIDIARY COMPANIES

The Company has one wholly owned Subsidiary Company as on March 31^st 2023. The details regarding the financial statements on standalone as well as on consolidated basis of the said subsidiary and associate have been furnished and attached to this report as Annexure-I in Form AOC-1.

11. RESERVES

During the period under review, the Company has not transferred any amount to the reserves.

12. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

As per the provisions of clause (l) of sub-section 3 of Section 134 of the Companies Act, 2013, no changes have occurred between the end of the financial year, i.e., from 1^st April 2023 and till the date of this report, which has or may be affecting the financial position of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimum combination of executive and non-executive directors, including Independent Directors. During the year under review, there was change in the composition of the Board. The Company in its Board Meeting held on 1^st September, 2022 appointed Mr. Shailendrasingh Naiyyar (DIN: 09723751) as an Additional Independent Director on the Board of the Company. The appointment of Mr. Shailendrasingh Naiyyar (DIN: 09723751) was regularized on the Board of the Company by the members of the Company in the 12th Annual General Meeting held on 30th September, 2022.

Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

Name of the Director	Category and Designation	Effective date of Appointment on Board
Mr. Ritesh Sharma (DIN 02676486)	Chairman & Managing Director	21st February, 2011
Mrs. Poonam Sharma (DIN 03397469)	Whole-Time Director	21st February, 2011
Mr. Kaustubh Karwe (DIN 08553122)	Independent Director	23rd September, 2019
Mr. Sunil Jain (DIN 08313434)	Independent Director	15th February, 2021
Mr. Shailendrasingh Naiyyar (DIN: 09723751)	Independent Director	1st September, 2022

Changes in composition:

During the period under report, Mr. Shailendrasingh Naiyyar (DIN: 09723751) was appointed as additional Director by the Board of your Company in its meeting held on 1^st September 2022.

The appointment of Mr. Shailendrasingh Naiyyar (DIN: 09723751) was regularized on the Board of the Company by the members of the Company in the 12^th Annual General Meeting held on 30^th September, 2022.

Retirement by Rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the Directors are liable to retire by rotation and if eligible offer themselves for re-appointment. In the ensuing Annual General Meeting Mrs. Poonam Ritesh Sharma (DIN: 03397469) Director of the Company is liable to retire by rotation and being eligible offers herself for re-appointment.

Composition of Key Managerial Personnel:

In pursuance to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Managerial Personnel and Key Managerial Personnel (KMP) of the Company as on 31^st March, 2023 are as follows:

Name of the MP/ KMP	Designation	Effective date of Appointment
Mr. Ritesh Sharma (DIN 02676486)	Chairman and Managing Director	8th March, 2018
Mrs. Poonam Sharma (DIN 03397469)	Whole-Time Director	9th April, 2018
Mr. Sathish Kumar Ganesan	Chief Financial Officer	26th April, 2019
Mr. Sanskar Prabhakar	Company Secretary & Compliance Officer	1st June, 2021

14. NUMBER OF BOARD MEETINGS

Five (5) meetings of the Board of Directors were conducted during the FY 2022-23 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder on the following dates:

25th May, 2022

1st September, 2022

12th November, 2022

1st February, 2023

25th February, 2023

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1.

The Directors Attendance in meetings of the Board were as follows:

Sr. No. Name of Director	No. of Board meeting
	Eligible to Attend	Attended
1. Ritesh Sharma	5	5
2. Poonam Sharma	5	5
3. Kaustubh Karwe	5	5
4. Sunil Jain	5	5
5. Shailendrasingh Naiyyar	3	3

15. GENERAL MEETINGS:

During the year under review, your Company has conducted its 12^th Annual General Meeting on 30^th September, 2022 by means of Video Conferencing as per the guidelines issued by the Ministry of Corporate Affairs and Securities Exchange Board of India, respectively.

16. COMMITTEES OF BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee of Directors

Nomination and Remuneration Committee

Stakeholders Relationship Committee.

Details of the composition, role of the Committee and number of meetings held for respective committees as on 31^st March, 2023 is as follows:

I. Audit Committee:

Name of Director	Category	Role in Committee
Mr. Kaustubh Karwe (DIN 08553122)	Non-Executive Independent Director	Chairman
Mr. Ritesh Sharma (DIN 02676486)	Chairman and Managing Director	Member
Mr. Sunil Jain (DIN 08313434)	Non-Executive Independent Director	Member
Mr. Shailendrasingh Naiyyar (DIN: 09723751)	Non-Executive Independent Director	Member

A. Number of Meetings:

Four (4) meetings of the Audit Committee were conducted during the FY 2022-23 on the following dates:

25th May, 2022

1st September, 2022

12th November, 2022

1st February, 2023

B. The role of the audit committee includes the following:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

a) matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to Financial Statements;

f) Disclosure of any related party transactions;

g) Modified opinion(s) in the draft Audit Report;

1. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

2. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

3. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

4. Approval or any subsequent modification of transactions of the listed entity with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

10. Discussion with internal auditors of any significant findings and follow up there on;

11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

14. To review the functioning of the whistle blower mechanism;

15. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

I. The audit committee mandatorily reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal Audit Reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

6. Statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). (b) Annual Statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

II. Nomination & Remuneration Committee:

Name of Director	Category	Role in Committee
Mr. Sunil Jain (DIN 08313434)	Non-Executive Independent Director	Chairman
Mrs. Poonam Sharma (DIN 03397469)	Whole-Time Director	Member
Mr. Kaustubh Karwe (DIN 08553122)	Non-Executive Independent Director	Member
Mr. Shailendrasingh Naiyyar (DIN: 09723751)	Non-Executive Independent Director	Member

One (1) Meeting of the Members of Nomination & Remuneration Committee was held on 1^st September, 2023. The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is as per the Nomination and Remuneration Policy and the Terms & Conditions of appointment of Independent Directors as annexed herewith this report as Annexure-III. The said policies are also available on the website of your Company at the web link: https://www.mindpooltech.com/investors.html.

III. Stakeholders Relationship committee:

Name of Director	Category	Role in Committee
Mr. Kaustubh Karwe (DIN 08553122)	Non-Executive Independent Director	Chairman
Mr. Ritesh Sharma (DIN 02676486)	Chairman and Managing Director	Member
Mr. Sunil Jain (DIN 08313434)	Non-Executive Independent Director	Member
Mr. Shailendrasingh Naiyyar (DIN: 09723751)	Non-Executive Independent Director	Member

The Members of Stakeholder Relationships Committee conducted their meeting on 3^rd March 2022 and thereafter on 26^th May, 2023. However, there was no requirement of conducting a meeting of the Stakeholder Relationships Committee during the period under report.

The Stakeholder Relationships Committee oversees all matters pertaining to investors of your Company. The terms of reference of the Investor Grievance Committee include the following:

1. Redressal of shareholders/investors complaints;

2. Reviewing on a periodic basis the approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

3. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

4. Non-receipt of declared dividends, balance sheets of the Company; and

5. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details of Investors complaints received and resolved during the Financial Year 2022-23 are as under:

No. of Investors Complaints	No. of Investors Complaints	No. of Investors Complaints
RECEIVED during the financial year 2022-23	RESOLVED during the financial year 2022-22	PENDING as on 31st March 2023
Nil	Nil	Nil

1. EVALUATION OF BOARD OF DIRECTORS, COMMITTEES AND INDIVIDUAL DIRECTOR

The Nomination & Remuneration Committee has set up formal mechanism to evaluate the performance of the Board of Directors as well as that of its Committee and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of committees, effectiveness of Committee meetings, etc.

Pursuant to the provisions of sub-section 3 of Section 134 of Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, a meeting of the Independent Directors of the Company was conducted on 25^th February 2023, to evaluate the performance of the Board of Directors at large, the Committees of the Board and the performance of every individual Director, including the executive directors, chairman and the independent directors. The Directors further evaluated the quality, quantity, and timeliness of flow of information between the company management and the Board and whether there has been any unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

18. DECLARATION BY INDEPENDENT DIRECTORS

As per the provisions of Section 149 sub section 6 & 7 and other applicable provisions of Companies Act, 2013 and the rules thereunder, your Company has duly received the declaration of Independence from all the Independent Directors during the financial year 2023-24 and that the said declarations were placed before the Board.

The Board further ensures that all the Independent Directors of the Company were/are eligible to be appointed as the Independent Directors as per the criteria laid down by Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

19. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance Disclosure are not applicable to the Companies listed on the SME platform. Hence your Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to have the de-mat suspense account neither unclaimed suspense account.

However, the Board of Directors and the management of the Company take all necessary steps to ensure that a good corporate governance structure is maintained and followed by the Company. The Board is moving ahead with an aim of maintaining a sustainable corporate environment which can keep a check and balance on the governance of the Company.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure- IV hereto and forms part of this Report.

21. MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details, required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, alongwith the Remuneration paid to the Directors including the Managing Director and Key Managerial Personnel of the Company are given in Clause 22 forming part of the Directors Report.

22. PARTICULARS OF EMPLOYEE REMUNERATION

The information required pursuant to Section 197 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

i. The percentage increase in remuneration of each Director and Chief Financial Officer during the Financial Year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows:

Name of Director / KMP	Remuneration during F.Y. 2022- 23	Remuneration during F.Y. 2021- 22	% Increase/ (decrease) in F.Y. 2022-23	Ratio of the remuneration to the median remuneration of the employees
Ritesh Sharma Chairman & Managing Director (KMP)	29,27,844	17,29,992	40.91%	7.80
Poonam Sharma Whole- Time Director (KMP)	29,27,844	11,40,000	61.06%	7.80
Sathish Kumar Ganesan - CFO (KMP)	7,97,172	7,27,704	8.71	2.05
Sanskar Prabhakar Company Secretary and Compliance Officer (KMP)	7,05,690	4,02,515 (from 6th May 21 to 31st March 22)	42.96	2.05
Total Remuneration	73,58,550	40,75,714	153.65%	-

* Median remuneration for the financial year was Rs. 3,75,168/- (Rupees Three Lakh Seventy Five Thousand One Hundred Sixty Eight Only)

i. There were 270 permanent employees on the rolls of the Company during the financial year 2022-23. ii. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: iii. Change in the total remuneration of Directors and Key Managerial Personnel during the year under report in comparison to last year is as specified in the table above. iv. The turnover of the Company has increased by 54%. v. The Particulars of the employees who are covered by the Provisions contained in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a. Employed throughout the year -- Nil b. Employed for part of the year -- Nil vi. It is affirmed that remuneration paid during the financial year 2022-23 is as per the Remuneration Policy of the Company.

23. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set for the Company. As a part of Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

The Board does not foresee any risk which might threaten the existence of the Company. The web link for the policy is as follows: https://www.mindpooltech.com/investors.html.

24. PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposit from the public or members of the company within the meaning of Section 73 of the Companies Act, 2013 read with the Rules made thereunder.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

Sr. No. Particulars	Brief Description
1 The steps taken or impact on conservation of energy	Your Company requires energy for its operations and the Company is making all efforts to conserve energy by monitoring energy costs and periodically reviews of the consumption of energy.
2 The steps taken by your Company for utilizing alternate sources of energy	During the year, the Company followed the hybrid working policy and provided the option to all the employees to work from office or remotely based on their preference, resulting in reduction of energy consumption.
3 The capital investment on energy conservation equipment.	We also take appropriate steps to reduce the consumption through efficiency in usage and timely maintenance / installation / upgradation of energy saving devices. During the period under report no new energy consumption equipment was required to be installed.

B. Technology Absorption, Adoption and Innovation:

Particulars	Brief Description
1 The efforts made towards technology absorption
2 The benefits derived like product improvement, manufacturing activities, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Your Company uses latest technology and equipments into the business and is not engaged in any manufacturing activities.
3 a) The details of technology imported
b) The year of import
c) Whether technology been fully absorbed?
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Your Company has not spent any amount towards research and developmental activities and has been active in harnessing and tapping the latest and the best technology in the industry.
4 The expenditure incurred on Research and development

C. FOREIGN EXCHANGE EARNING AND OUTGO

Sr. No. Particulars	F.Y. 2022-23	F.Y. 2021-22
1 Foreign exchange earnings	Rs. 1,82,72,427	Rs. 9,12,19,186
2 Foreign exchange outgo	-	-

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As your Company does not attracts any of the three criteria specified as per the provisions of Section 135 of the Companies Act, 2013, it is not mandated by law to make Corporate Social Responsibility expenditures equivalent to two percent of the average net profits during the financial year. Irrespective of the fact of non-applicability, your Company constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values with business objectives.

27. AUDITORS

A. Statutory Auditors:

The members have appointed M/s R B Sharma and Co., Chartered Accountants, (Firm Registration No. 109971W) in their 9^th Annual General Meeting held on September 20^th, 2019 for a period of five (5) consecutive years i.e. till the conclusion of the 14^th Annual General Meeting of the Company to be held in F.Y. 2024-25 and conduct audit for the F.Y. 2023-24.

B. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj & Co. LLP, Pune to undertake the Secretarial Audit of the Company for the year under review. The Secretarial Audit Report in form MR-3 is provided as "Annexure-V".

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the provisions of Secretarial Standards on Board meeting and General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

29. AUDITORS REPORT

The Auditors Report is with un-modified opinion and self-explanatory and do not require any further explanations or comments under Section 134(3) of the Companies Act, 2013. There were no qualifications, reservations, observations or adverse remarks made by the Statutory Auditors in their report.

There were following observations made by the Secretarial Auditors in their Report:

a. The Company has not filed Form FC-TRS with Reserve Bank of India for transfer of 83,846 Equity Shares of S A Tech Software India Private Limited to SA Technologies Inc.(Non-Resident) and to that extent, the Company has not complied with the provisions of the Rule 9(3) of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and the Rules framed therunder.

Reply: The Company is in process of filing the required form and states that the delay in filing of the form is caused as the necessary information were not communicated between the banks for reasons beyond the control of the Company. However, the Company has taken note of the observation made by the Auditors and is taking all necessary efforts to condone the delayed compliances.

30. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during FY 2022-23.

As per the provisions of Section 134 (5) of the Companies Act, 2013 (the "Act"), the Directors hereby state as under: -

A. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; B. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2023 and of the profit/loss of the company for the year ended 31^st March, 2023.

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; D. That the directors had prepared the annual accounts on a going concern basis; E. That the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently; and F. That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS

During the year under review, there were no orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

32. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be uploaded on the website of the Company within prescribed the time period after the ensuing Annual General Meeting of the Company and the Annual Returns for previous years are available on the website of the Company at: https://www.mindpooltech.com/investors.

33. COST RECORDS APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the business activities as carried out by the Company.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review the Company has not given any loans, guarantees or securities as per the provisions of Section 185 and 186. In the previous Financial Year, i.e. FY 2021-22 the Company had granted loan to S A Tech Software India Private Limited, the then Subsidiary of the Company in compliance with Section 186 of the Companies Act, 2013 and in furtherance of the approval granted by the members in their 11^th Annual General Meeting. The particulars of the Loan outstanding as on 31^st March, 2023 are as under:

Particulars	Details
1 Name of Party to whom loan is outstanding	S A Tech Software India Private Limited
2 Relation at the time of grant of loan	Subsidiary Company
3 Date of Special Resolution granting Approval	17th September, 2021 3,50,00,000/-
4 Loan Sanctioned by Members (Amt in INR)	(Three Crore Fifty Lakh Only)
5 Date of Board Resolution granting Approval	15th February, 2021 and 17th June, 2021 2,75,00,000/-
6 Loan Sanctioned by Board (Amt in INR)	(Two Crore Seventy-Five Lakh Only)
7 Loan Disbursed to the borrower	2,69,56,693
8 Principal Outstanding on the date of Report	2,69,56,693
9 Interest Outstanding on the date of Report	5,68,590.52
10 Total Amount Receivable	2,75,25,283.52

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangement, transaction entered by the Company during the financial year with the related party were in the ordinary course of business and on arms length basis. Financial Statements set out the details of all related party transactions, as per accounting standards. Details of Related Party transactions as per Section 188 have been specified in AOC-2 as Annexure II

36. INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control in implementation with reference to the Financial Statement and is operating effectively. The Company has a well-placed, proper and adequate internal financial control systems which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Companys internal financial control system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs), supplemented by internal audits from Internal Auditors.

37. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no cases reported during the FY 2022-23 under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

38. VIGIL MECHANISM / WHISTLE BLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The web link for the policy is as follows: https://www.mindpooltech.com/investors

39. EVENT BASED DISCLOSURES

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

40. ACKNOWLEDGEMENT

Your Directors express their deep gratitude to the members of the Company, for all support provided to the Company from time to time and the trust and confidence reposed in the Board of Directors of the Company. Your Directors also wish to thank the Bankers and Business Associates for all the help and encouragement they extended to the Company.

	By Order of the Board
	For, Mindpool Technologies Limited
	Sd/-
	Ritesh Ramavtar Sharma
Date: 05/08/2023
	(Chairman & Managing Director)
Place: Pune	(DIN: 02676486)