Mindpool Technologies Ltd Management Discussions

Annexure-IV

The management discussion and analysis present the industry overview, opportunities and threats, initiatives by the Company, and the overall strategy of becoming a market-driven service provider with a diverse range of offerings. The Company is very optimistic about capturing a substantial share of both global and domestic markets, even amidst the challenges posed by liberalization and increased competition from well-established companies in India and abroad

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? OUTLOOK:

During the fiscal year 2024-2025, your Company has continued to reach new milestones and solidify its reputation in the IT staffing industry. In addition to serving our long-standing clients, we have successfully onboarded new clients in both IT staffing and digital business sectors. The Directors have implemented a highly effective management system that supports the overall growth of the Company, benefiting both employees and stakeholders.

Building on this foundation, we are also expanding into Global Capability Center (GCC) setup services, positioning Mindpool Tech as a trusted partner for enterprises establishing their operations in India. With India emerging as a global hub for technology innovation and business transformation, GCCs have become a strategic model for organizations to optimize costs, drive innovation, and tap into a world-class talent pool. Our end-to-end GCC services — from setup to operations — allow clients to establish scalable, innovation-driven centers that contribute directly to their long-term growth strategies.

Our proven success in IT staffing and consulting has been complemented by a notable expansion into digital marketing services, which has proven highly successful. This diversification has enabled us to offer comprehensive solutions to clients. Despite a slowdown in the US and European markets, our Company has maintained strong performance throughout the year. The Board has carefully considered all factors impacting performance, including the adjustments required for remote and hybrid work environments, and sees GCCs as a key lever for sustainable global growth.

? OPPORTUNITIES:

The Indian IT staffing industry has grown significantly over the years and has become a major contributor to the countrys economy. With the advent of new technologies and evolving work models, the industry is constantly reshaping itself, requiring agility and foresight.

Looking ahead, GCCs represent one of the most promising opportunities for the Indian IT landscape. Global enterprises are increasingly relying on GCCs in India not only for cost efficiency but also for driving innovation, R&D, digital transformation, and customer experience. By combining our expertise in IT staffing, consulting, and digital services with GCC setup capabilities, we are uniquely positioned to deliver integrated solutions that align with this global trend.

In parallel, traditional growth drivers remain strong. The rising adoption of cloud computing, big data analytics, and artificial intelligence continues to fuel demand for specialized IT talent. Additionally, niche sectors such as healthcare IT, e-commerce, and fintech are expanding rapidly, creating demand for professionals with domain-specific expertise.

The Indian governments focus on digitalization and initiatives like "Make in India" further enhance the business case for global companies to establish GCCs in India, supported by strong digital infrastructure and favorable investment policies.

Overall, the future looks bright for the Company. With a dual focus on strengthening our IT staffing and consulting business while positioning ourselves as a leader in GCC setup and management, we are confident of capturing emerging opportunities and driving sustainable growth.

Annexure-IV

? DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Standalone Performance: During the year under review your company reported dip in revenue from operations amounting to an amount of INR 2,656.42 Lakhs as compared to an amount of INR 3,497.93 Lakhs earned in the previous Financial Year. The Company has marked a fall of 24 % in its turnover during the FY 2024- 25 as compared to a growth of 3.16 % made during the FY 2023-24.

The Company has recorded a Gross Profit (PBT) of INR 6.84 lakhs compared to INR 24.69 lakhs earned in the previous financial year and Profit after tax (PAT) of INR 8.06 Lakhs as compared to a profit of INR 17.93 Lakhs earned during the previous financial year.

The EPS for the FY 2024-25 is reported to be INR 0.19 as compared to INR 0.42 in FY 2023-24 , showing a fall of 54.76%.

Consolidated Performance: Considering the slowdown it the Global economy the Consolidated Revenue during the period under report aggregates to an amount of INR 3440.76 Lakhs as compared to an amount of INR 4437.31 Lakhs earned during the previous financial year resulting in a reduction of 22.46%, the Company has recorded a Profit of INR 9.60 Lakhs during the year under report as compared to profit of INR 19.53 Lakhs in the previous year 2023-4 resulting in a fall of 50.84%.

The markets in USA have not been performing well, which has adversely affected the performance of the wholly owned subsidiary of the Company, i.e. Mindpool Technologies INC, USA, thereby resulting in pressure on profitability during FY 2024-25. The decline in profits can be attributed to weak economic indicators in the US, which created challenging market conditions impacting our business operations. Consequently, the cautious outlook detailed above has had a negative impact on our overall performance.

Subsidiary Performance:

Mindpool Technologies Inc.- The wholly owned subsidiary of the Company generated a Revenue of USD 0.927 Million (INR. 784.35 Lakh) during the period under report as compared to an amount of USD 1.135 Million (INR.

959.56 Lakh) earned during the previous financial year resulting in a reduction of around 18 %. Also, the Company has recorded Profit of USD 1,814.26 (INR 1.53 Lakhs) during the year under report as compared to loss of USD 1,936.02 (INR 1.64 Lakhs) in the previous year 2023-24 resulting in a fall of approx. 6.29%.

? INDUSTRY STRUCTURE & DEVELOPMENTS:

The Indian IT staffing industry continues to demonstrate strong growth momentum, supported by the countrys position as the third-largest global startup hub with over 1.8 lakh DPIIT-recognized startups and more than 112 unicorns contributing significantly to employment generation. The overall staffing and recruitment market, valued at approximately USD 18 billion in 2022, is projected to reach USD 49 billion by 2030, reflecting a CAGR of 13.2%. Within this, the IT flexi-staffing segment, estimated at USD 4.9 billion in FY 2024 with a workforce of nearly 600,000 professionals, is expected to grow at an annual rate of 7% through FY 2026. The demand for specialized technology skills in areas such as artificial intelligence, machine learning, cloud computing, and data analytics continues to rise, with IT hiring anticipated to grow by 15–20% and niche roles by 30–35% in 2025. Recent trends also indicate a 5.5% quarter-on-quarter increase in IT staffing, with short-term projections of a 10– 12% rise in IT services hiring, underscoring the sectors resilience and potential for sustained expansion.

In this context, the Company is strategically positioned to capitalize on emerging opportunities, strengthen its service offerings, and deliver long-term value to its stakeholders.

Annexure-IV

? Focus on Upskilling and Reskilling: To address skill shortages, companies and staffing firms are investing in structured programs to enhance talent capabilities internally

? Integration of Automation and AI: Recruitment processes are being streamlined through automation and AI, improving efficiency and accuracy in candidate-role matching.

? Rising Demand for Cybersecurity Professionals: With greater emphasis on data security and privacy, the need for specialized IT security talent continues to grow.

? Adoption of Ethical AI Practices: Staffing agencies are prioritizing fairness and transparency by embedding ethical standards in AI-driven hiring solutions.

? Emerging Opportunities in GCCs: The rapid expansion of Global Capability Centres (GCCs) in India is creating significant demand for niche IT skills, presenting new avenues for staffing growth and strategic partnerships.

? RISK AND CONCERNS:

The Board of Directors of the Company has implemented 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 of Directors. All Strategic Risks, Compliance Risks, Operational Risks, Financial Risks & Reputational Risks are systematically addressed through mitigating actions on a continuous basis.

The immediate need for staffing companies is to acknowledge and understand the evolving dynamics of the business and accordingly transform or adapt to the new changes. This can facilitate staffing companies in transforming from just being labour market intermediates to future drivers of business for IT companies in India.

While the Indian IT staffing industry has seen tremendous growth in the past decade, its not without its challenges. One of the biggest challenges facing the industry is the shortage of skilled talent. With digital transformation taking center stage, companies are looking for professionals with the latest skills and certifications. However, the supply of such talent is limited.

To overcome this challenge, companies need to invest in training and upskilling their employees. This will not only help them retain their existing talent but also attract new talent to their organization. Additionally, companies can partner with educational institutions and industry bodies to promote IT education and training.

Another challenge is the increasing competition in the industry. With the rise of startups and the entry of global players, the competition has become intense. Companies need to differentiate themselves by providing unique services and solutions to their clients. They need to focus on building strong relationships with their clients and delivering quality services.

Finally, the industry is also facing challenges related to data privacy and security. With the increasing number of cyber threats, companies need to invest in robust security measures to protect their clients data. They need to comply with the latest data privacy regulations and ensure that their employees are trained in 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.

? INTERNAL CONTROL SYSTEMS AND ADEQUACY:

Annexure-IV

Moreover, we report that there are appropriate systems and processes in the Company corresponding to the size and operations of the company. Our legal and compliance 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 on the Companys affairs towards fulfilment of the referred laws, rules, regulations, guidelines, standards, etc. The report submitted by the Internal Auditor on the controls and functioning of the various departments further ensures that a system of proper checks and balances is maintained within the Company.

A Year of Excellence in Compliance and Client Relations : The year has been marked by significant progress in knowledge acquisition and understanding, with our teams actively engaging in training and upskilling initiatives. This commitment to continuous learning has empowered our workforce to adapt swiftly to changes in the business landscape.

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

Moreover, our client-centric approach remains at the heart of our operations. Regular calls with our finance and compliance teams facilitate swift resolutions to any client queries, ensuring a seamless and productive collaboration. We deeply appreciate the trust and support of our employees, clients, and stakeholders, and we look forward to building on this success in the coming year. Together, we will continue striving for excellence in all aspects of our business operations.

? HUMAN RESOURCES & INDUSTRIAL RELATION:

We have maintained very cordial Industrial relations throughout the year. Measures for welfare of employees, Training & Development were given great importance by the management. Our HR team implemented effective practices such as employee empowerment, goal setting and open communication, resulting in a positive culture that leads to the workforce delivering better client experiences.

Empowering Growth through Learning and Engagement: At our core, we understand the value of continuous learning and development. Throughout the year, we conducted 09 insightful learning sessions, with our senior members and leaders contributing significantly. This investment in our employees growth equips them to thrive in any situation, setting them on a path to success.

Employee engagement is vital to us, and we are proud of our comprehensive engagement charter, which extends its reach to those working from home (WFH). Exciting activities organized by our Human Resource team, including Team Lunch, Games and treks, added a special touch to their experiences. We also introduced sports sessions for our female employees, fostering a happy and productive work environment.

Recognizing outstanding contributions, we introduced "Best Employee" awards, alongside our existing recognition programs. Our HR team implemented effective practices such as employee empowerment, goal setting and open communication, resulting in a positive culture that leads to the workforce delivering better client experiences. As we embrace the future with enthusiasm, we celebrate a year of growth, learning, and unwavering dedication

? ENVIRONMENT CARE, SOCIAL ACCOUNTABILITY AND QUALITY SYSTEM:

Mindpool is committed to maintain the highest standards of social accountability & quality standards. We believe that ensuring sound corporate governance is imperative to improve and retain investor trust.

We have implemented several social accountability benchmarks to create value for multiple benefits for the society.

? SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE:

Annexure-IV

Mindpool has been carrying out its business operations in the areas of IT Enabled Services and support services to other organizations. All the services provided by the Company are relating to support services to other organizations and accordingly the revenue can be segmented into five heads, i.e. Staffing Services, Digital Marketing Services, Routing Services, Offshore Development Center (ODC) and Others. The revenue and profit bifurcation of the Company 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	1,29,881.51	48.89%	956.27	48.38%
2 Digital Marketing Services	4,438.95	1.67%	89.80	4.54%
3 Routing Services	1,24,623.80	46.91%	788.27	39.88%
4 Offshore Development Center (ODC)	8,542.30	3.22%	142.32	7.20%
5 Others	(1,845)	(0.69%)
TOTAL	2,65,641.56	100%	36.11	100%
6 Interest Cost	-	-	(1,293.74)	-
Total Deduction	-	-	(11.42)	-
Net Result	2,65,641.56	100%	(1,293.74)	100%

? DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH EXPLANATIONS THEREFORE, INCLUDING:

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Financial Ratio	2024-25	2023-24	Change %	Reason
Debtors turnover ratio	1.11	3.47	68.01%	The deviation is due to increase in debtors but decrease in Turnover
Inventory Turnover ratio	NA	NA	-	No inventory as Company provides services
Interest Coverage Ratio	2.87	3.77	23.97%
Current ratio	3.43	4.21	18.47%	-
Debt equity ratio	0.36	0.30	-21.89%	-
Operating Profit Margin (%)	0.26	0.71	63.38%	The Deviation is due to Decrease in Turnover and Operating Profit
Net Profit Margin (%)	0.30	0.51	40.78%	The Deviation is due to Decrease in Turnover and Net Profit

? DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF

Ratio	2024-25	2023-24	Change %	Reason
Return on Net-worth (ROI) (%)	0.01%	0.02%	72.49%	The deviation is due to decrease in Net Income

Annexure-IV

? FUTURE PROSPECTS OF COMPANY:

Looking forward, Mindpool will continue to seek out new and improved ways of efficiently delivering the services that our clientele needs. We have formulated a sound corporate vision and long-term management plan, while ensuring that we have constantly 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, consumers, and communities as well.

? DISCLOSURE OF ACCOUNTING TREATMENT:

The Company has followed all the treatments in the Financial Statements as per the prescribed Accounting Standards.

CAUTIONARY STATEMENT

This management discussion and analysis contain forward looking statements that reflects your Companys current views with respect to future events and financial performance. The actual results may differ materially from those anticipated in the forward-looking statements as a result of many factors.

By Order of the Board

For, Mindpool Technologies Limited

Date: 05/09/2025 Place: Pune

Sd/-

Ritesh Ramavtar Sharma Chairman & Managing Director DIN:02676486