Mindpool Technologies Ltd Management Discussions

The management discussion and analysis present the i ndustry o verview, opportunities and threats, i nitiatives by the Company, and the o verall strategy o f becoming a market-driven service provider with a diverse range o f offerings. The Company i s very optimistic about c apturing a substantial share of both global and domestic markets, even amidst the challenges posed by liberalization and i ncreased c ompetition from well-established c o mpanies i n India and abroad .

OUTLOOK:

During the financial year 2 025-26, your C ompany continued to strengthen its position as a trusted provider of IT staffing, technology c onsulting, and digital business solutions. The Company successfully expanded its c lient base across domestic and i nternational markets while deepening relationships with existing c ustomers through the delivery of high-quality, value-driven services. The Directors remain c ommitted to fostering operational excellence, i nnovation, and sustainable growth, c reating long-term value for all stakeholders.

The technology services i ndustry continued to evolve rapidly during the year, with enterprises accelerating i nvestments in A rtificial Intelligence (AI), Generative A I, c loud transformation, c ybersecurity, data engineering, and digital modernization. This transformation has significantly i ncreased the demand for specialized technology talent and strategic workforce solutions. Leveraging i ts domain expertise and agile delivery model, the Company remains well-positioned to support c lients i n meeting these evolving business and technology requirements. While global macroeconomic conditions and c autious discretionary IT spending c ontinued to influence c ertain international markets, demand for niche technology skills and o utcome-based staffing solutions remained resilient.

Building upon i ts strong foundation i n IT staffing and consulting, the C ompany has further strengthened its focus on Global Capability C enter (GCC) setup and management services. India c o ntinues to be one of the worlds most preferred destinations for GCCs, driven by i ts highly skilled talent pool, robust digital i nfrastructure, and i nnovation ecosystem. Global enterprises are i ncreasingly establishing GCCs i n India to drive product engineering, A I i nnovation, research and development, c ybersecurity, and enterprise transformation. The C ompanys end-to-end GCC o fferings from advisory and entity setup to talent acquisition, operational support, and o ngoing management position i t as a strategic partner for o rganizations seeking to establish and scale their India o perations.

The C ompanys digital business vertical c o ntinued to gain momentum during the year by providing i ntegrated digital marketing and technology-enabled business solutions that help c lients strengthen customer engagement and accelerate business growth. By c ombining IT staffing, c onsulting, GCC services, and digital transformation c apabilities, the Company offers c o mprehensive and scalable solutions tailored to the evolving needs of i ts c lients across i ndustries. Looking ahead, the Board remains c o nfident about the Companys long-term growth prospects. The c o ntinued expansion o f Indias GCC ecosystem, i ncreasing enterprise i nvestments i n AI and digital technologies, and sustained demand for specialized technology talent present significant o pportunities for growth. The C ompany will c ontinue to focus on i nnovation, operational excellence, c ustomer-centricity, and strategic diversification to enhance shareholder value and strengthen i ts leadership position i n the technology services sector.

OPPORTUNITIES AND THREATS:

The Indian IT services and staffing i ndustry c ontinues to demonstrate resilience despite global macroeconomic uncertainties and c autious technology spending i n c ertain i nternational markets. While the long-term structural outlook remains favourable, the operating environment presents both significant o pportunities and a set o f threats that the Company actively monitors and manages.

Opportunities: As organizations accelerate their digital transformation journeys, demand for specialized talent i n Artificial Intelligence (AI), Generative A I, c loud c omputing, c ybersecurity, data engineering, automation, and digital platforms c ontinues to strengthen, positioning India as a preferred global technology and talent hub. Indias Global Capability Center (GCC) ecosystem i s witnessing unprecedented growth, with global enterprises i ncreasingly establishing and expanding their GCCs to leverage the c ountrys highly skilled workforce, innovation c apabilities, digital i nfrastructure, and cost c ompetitiveness. Recognizing these trends, the C ompany i s strategically positioned to capitalize o n them through c omprehensive GCC setup and management services, complemented by its established expertise in IT staffing, technology c onsulting, and digital business solutions, enabling it to deliver end-to-end solutions that c reate long-term value.

Threats: Global macroeconomic volatility, geopolitical uncertainty, and c autious discretionary technology spending can delay c lient decision-making and lengthen sales c ycles i n certain i nternational markets. The C ompany operates i n a 43 highly c o mpetitive environment and faces pricing pressure from well-established domestic and global players. Rapid technological c hange and the accelerating adoption of A I-led automation require c ontinuous i nvestment in reskilling to mitigate the risk o f skill o bsolescence. In addition, talent attrition, wage i nflation, evolving c ross-border regulatory, immigration, and data-security compliance requirements, and c urrency fluctuations c ould impact margins and operations. The Company seeks to address these risks through service diversification, disciplined execution, continuous upskilling o f i ts workforce, and deepening of c lient relationships.

DISCUSSION ON FINANCIAL P ERFORMANCE WITH RESPECT TO OPERATIONAL P ERFORMANCE:

Standalone Performance: During the year under review your c ompany reported growth in revenue from operations amounting to an amount o f INR 4 ,853.61 Lakhs as c o mpared to an amount o f INR 2 ,656.42 Lakhs earned i n the previous Financial Year. The C ompany has marked a growth of 82.71 % i n i ts turnover during the FY 2 0 2 5-26 as c o mpared to a fall of 2 4 % made during the FY 2 0 24-25.

The C ompany has recorded a Gross P rofit (PBT) o f INR 6 0 .15 lakhs c ompared to INR 6 .84 lakhs earned i n the previous financial year and P rofit after tax (PAT) o f INR 4 2 .49 Lakhs as c o mpared to a profit of INR 8 .06 Lakhs earned during the previous financial year.

The EPS for the FY 2 0 2 5-26 i s reported to be INR 1.00 as c o mpared to INR 0 .19 i n FY 2 0 2 4-25 , showing a rise of 426.32%.

Consolidated Performance: Backed by an improved business performance during the year, the Consolidated Revenue during the period under report aggregates to an amount of INR 5217.51 Lakhs as compared to an amount of INR 3440.76 Lakhs earned during the previous financial year resulting in a growth of 51.64%, the Company has recorded a Profit of INR 35.08 Lakhs during the year under report as compared to profit of INR 9.60 Lakhs in the previous year 2024-25 resulting in a rise of 265.4%.

TheperformanceoftheCompanyswhollyownedsubsidiary,MindpoolTechnologiesINC,USA,wasadversely impacted during FY 2 0 2 5 26 due to challenging market c o nditions and c ontinued uncertainties i n the U.S. economy.Asaresult,thesubsidiaryreporteda lossduringtheyearascompared toa profitintheprevious financialyear.Thesubdued businessenvironment andreduced demand i n theoverseasmarketaffectedthe subsidiarysoperationsandprofitability.Consequently,despitethecontinuedfocusonoperationalefficiency, theoverallperformanceofthesubsidiarydeclinedduringtheyear.

SubsidiaryPerformance:

MindpoolTechnologiesInc.-ThewhollyownedsubsidiaryoftheCompanygeneratedaRevenueofUSD0.59 Million (INR. 5 24.15 Lakh) during the period under report as c o mpared to an amount of 0 .927 Million (INR. 784.35 Lakh)earned duringthe previous financialyear resultingin areduction ofaround 36.35 %.Also, the CompanyhasrecordedlossofUSDUSD8387.62(INR7.41Lakhs)duringtheyearunderreportascomparedto profitofUSD1,814.26(INR1.53Lakhs)inthepreviousyear2024-25resultingindeteriorationofapproximately 562.31%.

INDUSTRYSTRUCTURE&DEVELOPMENTS:

The Indian IT services and staffing i ndustry c ontinues to evolve as one o f the key pillars o f the countrys economicgrowth,supportedbyincreasingenterpriseinvestmentsindigitaltransformation,ArtificialIntelligence (AI), c loud computing, c ybersecurity, data engineering, and automation. While global macroeconomic uncertainties and c autious discretionary technology spending have moderated hiring i n certain segments, demand for specialized technology talent remains robust, particularly across A I, Generative AI, c loud-native technologies, data analytics, digital engineering, and cybersecurity. Indias IT-BPM i ndustry i s expected to surpass USD 3 1 5 billion i n revenue during FY 2 0 25-26, reflecting the sectors c ontinued resilience and its growingstrategicimportanceintheglobaltechnologyecosystem.

IndiasGlobalCapabilityCenter(GCC)ecosystemcontinuestobeoneofthefastest-growingsegmentsofthe technologyindustry.GlobalenterprisesareincreasinglyestablishingandexpandingGCCsinIndiatoleverage thecountrysdeeptalentpool,maturedigitalinfrastructure,innovationcapabilities,andcostcompetitiveness. GCCshaveevolvedfromtraditionalsupportcentersintostrategichubsresponsibleforproductengineering, researchand development, A Iinnovation,analytics,cybersecurity,and enterprise-widedigitaltransformation. AI-drivenrolesarenowamongtheprimarydriversofGCChiring,furtherstrengtheningIndiaspositionasthe 44 preferreddestinationforglobaltechnologyoperations.

ThecontinuedexpansionoftheGCCecosystem,coupledwithincreasinginvestmentsinAI-enabledbusiness transformation, digital platforms, c loud modernization, and i ntelligent automation, i s expected to sustain demand forhighly skilledtechnology professionals. Organizations areincreasingly seekingstrategicpartners capable o f delivering i ntegrated talent, c onsulting, and operational solutions to support their long-term transformationinitiatives.

Againstthisbackdrop,theCompanyremainswell-positionedtocapitalizeonemergingopportunitiesbyleveragingits expertiseinITstaffing,technologyconsulting,digitalbusinesssolutions,andGlobalCapabilityCenter(GCC)setup and management services. With a c o ntinued focus on o perational excellence, c ustomer-centricity, i nnovation, and long-termpartnerships,theCompanyisconfidentofdeliveringsustainablegrowthandcreatingenduringvalueforall itsstakeholders.

Annexure-IV

1. Focus on Upskilling and Reskilling: To address skill shortages, c ompanies and staffing firms are investing i n structured programs to enhance talent c apabilities i nternally

2. Integration of Automation and AI: Recruitment processes are being streamlined through automation and A I, improving efficiency and accuracy i n c andidate-role matching.

3. Rising Demand for Cybersecurity Professionals: With greater emphasis o n data security and privacy, the need for specialized IT security talent c ontinues to grow.

4. Adoption of Ethical AI P ractices: Staffing agencies are prioritizing fairness and transparency by embedding ethical standards i n A I-driven hiring solutions.

5. Emerging Opportunities in GCCs: The rapid expansion of Global C apability Centres (GCCs) i n India i s c reating significant demand for niche IT skills, presenting new avenues for staffing growth and strategic partnerships.

RISK AND CONCERNS:

The Board of Directors o f the C ompany has i mplemented a Risk Management policy to monitor the Risk Management plan for Mindpool. The Head of Departments (HODs) are responsible for assessing the risk management strategies and safeguarding their effectiveness and report the same to the Board o f Directors. A ll Strategic Risks, C ompliance Risks, Operational Risks, Financial Risks & Reputational Risks are systematically addressed through mitigating actions on a continuous basis.

The immediate need for staffing c o mpanies i s to acknowledge and understand the evolving dynamics of the business and accordingly transform o r adapt to the new changes. This c an facilitate staffing c ompanies i n transforming from just being labour market i ntermediates to future drivers o f business for IT c ompanies i n India.

While the Indian IT staffing industry has seen tremendous growth in the past decade, i ts not without i ts challenges. One o f the biggest c hallenges facing the i ndustry i s the shortage of skilled talent. With digital transformation taking center stage, c o mpanies are looking for professionals with the latest skills and c ertifications. However, the supply of such talent i s limited.

To o vercome this c hallenge, c ompanies need to i nvest i n training and upskilling their employees. This will not only help them retain their existing talent but also attract new talent to their organization. A dditionally, c ompanies c an partner with educational i nstitutions and i ndustry bodies to promote IT education and training.

Another c hallenge i s the i ncreasing c ompetition i n the i ndustry. With the rise of startups and the entry o f global players, the c ompetition has become i ntense. C ompanies need to differentiate themselves by providing unique services and solutions to their c lients. They need to focus on building strong relationships with their c lients and delivering quality services.

Finally, the i ndustry i s also facing c hallenges related to data privacy and security. With the i ncreasing number of c yber threats, c ompanies need to invest in robust security measures to protect their c lients data. They need to c omply with the latest data privacy regulations and ensure that their employees are trained i n data security best practices.

In conclusion, the challenges facing the Indian IT staffing industry can be overcome by investing in talent development, building strong client relationships, and prioritizing data privacy and security. Companies that can successfully navigate these challenges are poised for success in the years to come.

45

INTERNAL CONTROL S YSTEMS AND ADEQUACY:

Moreover, we report that there are appropriate systems and processes i n the Company c orresponding to the size and operations of the c o mpany. O ur legal and c ompliance team ensures compliance to all the laws, rules, regulations and guidelines. We further report that during the period under report, we have undertaken the best practices & significant corporate events/actions that have a bearing o n the C ompanys affairs towards fulfilment of the referred laws, rules, regulations, guidelines, standards, etc. The report submitted by the Internal Auditor o n the c o ntrols and functioning of the various departments further ensures that a system o f proper checks and balances i s maintained within the Company.

A Year of Excellence i n C ompliance and C lient Relations : The year has been marked by significant progress in knowledge acquisition and understanding, with o ur teams actively engaging i n training and upskilling i nitiatives. This commitment to c o ntinuous learning has empowered o ur workforce to adapt swiftly to c hanges i n the business landscape.

Our unwavering c ommitment to c ompliance has been the bedrock of o ur success. Throughout the year, we have ensured timely fulfilment of all legal and statutory requirements, and there have been no delays or overdue i n any compliances. O ur implementation of the "doer and checker" principle has resulted i n the delivery of accurate reports to our c lients, minimizing the likelihood o f non-compliances during audits. We are proud to share that one of our key clients, with whom we engage regularly for c ompliance reporting, has reported no instances o f non-compliance. This achievement i s a testament to the dedication and professionalism of our c ompliance team.

Moreover, o ur c lient-centric approach remains at the heart o f our operations. Regular c alls with our finance and compliance teams facilitate swift resolutions to any c lient queries, ensuring a seamless and productive c o llaboration. We deeply appreciate the trust and support of our employees, c lients, and stakeholders, and we look forward to building on this success in the coming year. Together, we will continue striving for excellence i n all aspects of o ur business o perations.

HUMAN RESOURCES & INDUSTRIAL RELATION:

The Company c o ntinued to maintain c o rdial i ndustrial relations throughout the financial year. Employee welfare, continuous learning, talent development, and employee well-being remained key priorities for the management. Various i nitiatives were undertaken to strengthen employee engagement, encourage c ollaboration, and foster a c ulture of i nnovation, accountability, and high performance. Our Human Resources team continued to implement people-centric practices focused on employee empowerment, transparent c ommunication, goal alignment, performance management, and c areer development, enabling our workforce to deliver superior value and exceptional c lient experiences.

Empowering Growth through Learning and Engagement: A t the heart of o ur people strategy lies a strong commitment to continuous learning and professional development. During the year, the C ompany c o nducted several learning and development programmes, technical training sessions, leadership i nteractions, and knowledge-sharing i nitiatives to enhance employees technical, functional, and behavioural c ompetencies. Special emphasis was placed on upskilling i n emerging technologies such as A rtificial Intelligence (AI), c loud technologies, c ybersecurity, and digital transformation, ensuring that o ur workforce remains future-ready and well-equipped to meet evolving c lient requirements.

Employee engagement continued to be an i ntegral part of our o rganizational c ulture. The Human Resources team organized various employee engagement i nitiatives, including team-building activities, wellness programmes, celebrations, sports events, and recreational activities that promoted c o llaboration, i nclusivity, and a healthy work environment. The Company also c o ntinued i ts employee recognition programmes, appreciating outstanding performance and rewarding i ndividuals who demonstrated excellence, innovation, and c o mmitment to the Companys values.

ENVIRONMENT CARE, S OCIAL ACCOUNTABILITY AND QUALITY S YSTEM:

46

Mindpool i s c ommitted to maintain the highest standards o f social accountability & quality standards. We believe that ensuring sound c orporate governance i s i mperative to i mprove and retain i nvestor trust.

We have i mplemented several social accountability benchmarks to c reate value for multiple benefits for the society.

SEGMENT-WISE OR P RODUCT-WISE P ERFORMANCE:

Mindpool has been c arrying out its business operations i n the areas of IT Enabled Services and support services to other organizations. A ll the services provided by the C ompany are relating to support services to o ther organizations and accordingly the revenue c an be segmented i nto five heads, i .e. Staffing Services, Digital Marketing Services, Routing Services, O ffshore Development C enter (ODC) and Others. The revenue and profit bifurcation o f the C ompany based on the abovementioned segments are as follows:

Sr. No.	Segment	Revenue (INR 000s)	Revenue Percentage	Profit/(Loss) (INR 000s)	Profit Percentage
1	Staffing Services	2,32,133.76	47.83%	3,026.66	37.83%
2	Digital MarketingServices	50,028.72	10.31%	1,751.03	21.88%
3	Routing Services	1,00,042.73	20.61%	1,615.73	20.19%
	Offshore Development Center
4		1,19,610.57	24.64%	1,607.80
	(ODC)				20.10%
5	Others	(16,454.99)	-3.39%	-	-
	TOTAL	4,85,360.80	100%	8,001.22	100%
6	Interest Cost	-	-	(1,985.86)	-
	Total Deduction	-	-	(1,985.86)	-
	Net Result	4,85,360.80	100%	6,015.36	100%

DETAILS OF SIGNIFICANT CHANGES ( I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY

PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH EXPLANATIONS THEREFORE, INCLUDING:

Financial Ratio	2025-26	2024-25	Change %	Reason
Debtors turnover ratio	1.49	1.60	6.76	The deviation is due to increase in Turnover
Inventory Turnover ratio	0	0	0	No inventory as Company provides services
				The deviation is due to significant increase in
Interest Coverage Ratio
	2.29	0.51	-346.87	Profit in FY 2025-26
Current ratio	2.65	3.43	22.80	-
Debt equity ratio	0.56	0.30	-87.84	-
				The Deviation is due to increase in Turnover
Operating Profit Margin (%)	1.24	0.26	-381.61
				and Operating Profit
				The deviation is due to significant increase in
Net Profit Margin (%)	0.87	0.30	-189.09
				Net Profit in FY 2025-26

DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS

FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF

Ratio	2025-26	2024-25	Change %	Reason
				47
				The deviation is due to significant increase in
Return on Net-worth (ROI) (%)	3.17%	0.62%	410.33
				Net Profit in FY 2025-26

FUTURE P ROSPECTS OF COMPANY:

Looking forward, Mindpool will c o ntinue to seek o ut new and i mproved ways o f efficiently delivering the services that our c lientele needs. We have formulated a sound corporate vision and long-term management plan, while ensuring that we have c onstantly evolving management and business structures to respond quickly to the market needs & globalization. We strive to create new avenues for adding more value for the "stakeholders" being investors, business partners, employees, c o nsumers, and c ommunities as well.

DISCLOSURE OF ACCOUNTING TREATMENT:

The Company has followed all the treatments i n the Financial Statements as per the prescribed A c c ounting Standards.

CAUTIONARY STATEMENT

This management discussion and analysis c o ntain forward looking statements that reflects your C ompanys c urrent views with respect to future events and financial performance. The actual results may differ materially from those anticipated i n the forward-looking statements as a result o f many factors.