Mindpool Technologies Ltd Directors Report

To,

The Members of

Mindpool Technologies Limited

Your Directors have pleasure i n presenting the 14^th Annual Report o n the business and operations o f the Company along with the Audited Financial Statements and Boards Report for the Financial Year ended March 3 1^st, 2 0 2 4 .

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 31.03.2023	For the FY ended 31.03.2024	For the FY ended 31.03.2023	For the FY ended 31.03.2024
Income from operations	3390.72	3497.93	4582.07	4437.31
Other Income	19.67	33.29	19.67	33.29
Total Revenue	3410.38	3531.22	4601.73	4470.60
Less: Expenses	3319.88	3506.53	4589.02	4444.31
Profit Before Tax	90.50	24.69	12.71	26.29
Less: Tax Expense
Current Tax	26.05	6.76	26.05	6.76
Tax/ MAT adjustments for earlier years	NIL	NIL	NIL	NIL
Deferred Tax
MAT credit	NIL	NIL	NIL	NIL
Net Profit After Tax	64.46	17.93	(13.33)	19.53

2. S TATEMENT OF COMPANY AFFAIRS & OPERATIONAL P ERFORMANCE Overview:

YourcompanyhasestablisheditselfasadependableandprosperousproviderofITsolutionsthroughoutthe years.Wehaveconsistentlyfulfilledandsurpassedtherequirementsofourclientsinthisdynamicandever-changingindustry.Withexpertiseandunwaveringcommitment,ourcompanyhasmaintaineditspositionasa reliablepartnerforbusinessesseekingsuperiorITservices.

In todays c ompetitive business landscape, staffing agencies play a pivotal role i n connecting exceptional talent with suitable positions. IT enterprises are c ontinuously i n search of skilled i ndividuals to fill both permanentandtemporaryroles.Consequently,thesignificanceofstaffingagencieshasgrownsignificantly, enablingbusinessestoswiftlyandeffectivelyfindtherightprofessionalstomeettheirneeds.

However, the global staffing i ndustry faced significant c hallenges over the past year. Unfortunately, o ur companys profitability for the current year has declined compared to the previous year. This decrease i n profitabilitycan beattributedtoourinabilitytoproportionately reduce c osts despitea declinein revenue, primarilyduetothesubstantialportionofourcostsbeingallocatedtoemployeesalaries.

Your Company acknowledge that this fall i s temporary and do not diminish the long-term benefits. The Company i s expecting good business from a few prospective c lientele which c an boost the revenue as well as profitability o f the Company.

Your company i s trying to meet these challenges head-on through strategic partnerships with o ffshore development centers. By implementing strong risk management frameworks, we are o vercoming c urrent obstacles and enhancing o ur ability to harness global c o llaboration. This strategy not o nly enables us to tap i nto i nternational talent and expertise but also ensures c ost-effectiveness and o perational efficiency.

We are c ommitted to delivering sustainable solutions that not only drive business growth but also foster enduring client partnerships. With an expanded range o f services, our goal i s to offer comprehensive and highly satisfactory solutions that meet the evolving demands o f todays businesses.

Standalone P erformance:During the year under review your c o mpany reported a slight rise in revenue from operations amounting to an amount o f INR 3 ,497.93 Lakhs as c ompared to an amount of INR 3,390.72 Lakhs earned in the previous Financial Year. The C ompany has marked a marginal growth of 3.16 % i n i ts turnover during the FY 2023-24 as c o mpared to a growth o f 54 % made during the FY 2 0 2 2-23. Considering the downfall i n Indian market, the C ompany has witnessed a downfall o f around 3 .33% in the Domestic turnover during the period under report, whereas the turnover from Exports has made a substantial growth of around 1 1 7 %.

The C ompany has recorded a Gross P rofit (PBT) o f INR 24.69 lakhs c o mpared to INR 9 0 .50 lakhs earned i n the previous financial year and P rofit after tax (PAT) of INR 1 7 .93 Lakhs as c ompared to a profit of INR 6 4 .46 Lakhs earned during the previous financial year.

The EPS for the FY 2 0 2 3-24 i s reported to be INR 0 .42 as c ompared to INR 1 .52 i n FY 2 0 2 2 -23 , showing a fall o 72.36%.

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 4437.31 Lakhs as compared to an amount of INR 4582.07 Lakhs earned during the previous financial year resulting in a reduction of 3.2%, the Company has recorded an increase in its profit after tax (PAT) and has recorded a Profit of INR 19.53 Lakhs during the year under report as compared to Loss of an amount of INR 13.33 Lakhs in the previous year 2022-2 resulting in a substantial growthof 246.46%.

The markets in USA are performing well resulting in better performance of the wholly o wned subsidiary o f the Companyi.e.MindpoolTechnologiesINC,USAandthereforehasresultedinincreaseintheProfitabilityduringthe FY 2 0 2 3-24. Theincrease i n profits c an be attributedto the positiveeconomicindicators i n theUS, which have createdfavorablemarketconditionsbenefitingourbusinessoperations.Therefore,theoptimisticoutlookdetailed abovehasresultedinapositiveimpactonouroverallperformance.

SubsidiaryPerformance:

MindpoolTechnologiesInc.- ThewhollyownedsubsidiaryoftheCompanygeneratedaRevenueofUSD1.135 Million(INR.946.09Lakh)duringtheperiodunderreportascomparedtoanamountofUSD1.479Million(INR. 1,191.35Lakh)earnedduringthepreviousfinancialyearresultinginareductionofapproximately20.58%.Also,the CompanyhasrecordedProfitofUSD1,936.02(INR1.61Lakhs)duringtheyearunderreportascomparedtolossof USD96Thousand(INR77.79Lakhs)inthepreviousyear2022-23resultinginagrowthofapprox.102%.

3. DIVIDEND

TheDirectorsofyourCompanyareoftheviewthatastheCompanyisundergoingaperiodofgrowth,andwe requireadditionalcapitaltofurtherstrengthenouroperationsandelevatethestandardofservicesweprovideand hencetheBoardofDirectorshasdecidedtoforegoanydividendpaymentsforthecurrentfinancialyear.Instead, theyhavechosentoallocatetheprofitstowardsanexpansionplanthatwillensurelong-termgrowthandsuccess forthecompany.

4. N ATURE OF BUSINESS

Throughout the review period, Your Company has maintained i ts focus on IT staffing, payroll processing, recruitment services, web application development, and digital marketing. There has been a deliberate emphasis on expanding digital marketing and web-based services to establish a sustainable business model for the future and to progress towards achieving the Companys long-term objectives. The Companys operations and practices have remained c o nsistent without any alterations during this period.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE P ROSPECTS

Your Company has seen tough time during the FY 2 0 23-24 i n IT staffing i ndustry. However, the Company has been dedicated and determined to provide quality services to i ts existing and new clients leading to a balanced and trustworthy c lient base. The Directors o f your company have been able to establish a management system which is efficient i n the o verall development o f the Company, i ncluding i ts employees and other stakeholders. The Board i s keen at pacing with various strategies and factors which are key i n reaching the desired o bjectives:

Offerings and P rofitability:With a proven track record i n staffing and IT c o nsulting, o ur digital marketing o fferings have also shown success. This expansion allows us to provide c omprehensive digital solutions to o ur c ustomers.

Human Resource: Your C ompany treats i ts “human resources” as one o f i ts most important assets. Your Company continuously i nvests i n attraction, retention and development o f talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your C ompany thrust is o n the promotion o f talent internally through j o b rotation and j o b enlargement.

Sales: Post C OVID things has started c hanging. Client started working o n hybrid model and this i s helping us to meet them i n person and build strong relationship. We also expand o ur sales team i n digital business. A s an impact, greater emphasis i s demanded for digital sales enablement, and to counter the same, we have upgraded sales effectiveness i n terms of tools, training and extended reach with new digital c hannels and solutions.

Performance Metrics: Even though c o vid has gone but it has hit growth economy of many c o untries specially i n North America & Europe. However, as we know that increase i n efficiency and supply of services i n a timely manner is the o nly path which results i n higher revenue and growth of the business, despite o f the c hallenges and o bstacles, your Company has been able to maintain an efficient performance throughout the year. The Board o f your Company has taken due c are of all the factors affecting the performance, keeping i n 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 o veremphasized, although we have always been i n the forefront o f digital marketing space and have i ncluded i t as our c ore marketing strategy since our early years.

Impact Of Recession in USA: Despite post covid speculations o f recession hitting the western market, we have witnessed some growth i n the business i n US which has positively i mpacted the results o f our subsidiary company. Nonetheless, the Company has been taking all preventive measures in further getting good business from US and western world i n the years to c o me.

6. LISTING INFORMATION

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

Stock Exchange	The N ational S tock Exchange of India
Platform	SMEPlatform
Symbol	MINDPOOL
ISIN	INE00RQ01019

7. HOLDING COMPANY

Your Company does not have any holding c ompany o r entity. The shareholding of the C o mpany i s as detailed i n the A nnual Report o f the Company.

8. DETAILS OF THE S UBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As o n 3 1 ^st March 2 0 2 4 , your c o mpany has o ne wholly o wned Subsidiary C o mpany, i .e., Mindpool Technologies Inc. i ncorporated as per the laws o f United States o f A merica. Following are the details o f your C ompanys holding Structure i n Mindpool Technologies INC:

Sr. No.
Particulars	Mindpool Technologies Inc.
	Incorporation Date- May 1 2 , 2 011
	Country- Delaware, USA
1Corporate Information:	Registered Office-National Registered A gents Inc., 160 Greentree Drive Suite 1 0 1 , Dover, DE 1 9 9 0 4 i n the C o untry of Kent. Virtual O ffice - 3 422 O ld Capitol Trail, Suite # 1634, Wilmington, DE 1 9808- 6192.
2 Current Nature of Business:	ITstaffingandProjectConsultingservices.
3Capital Structure of our Subsidiary:	1500sharesofcommonStockwith$0.01ParValueperShare.
4Effective date of acquiring shares or date of remittance	18th May, 2018
5Shareholding as on 31st March 2024:	WhollyOwnedSubsidiary [1500Sharesof$0.01/-eachequivalentto100%ofpaid-upcapital]

Pursuanttotheon-goingdivestment,yourCompanyhasdisposedoffholdingintheequitycapitalofSATechSoftware IndiaLimitedandw.e.f.fromMarch31^st,2024theCompanyholdsequitysharesaggregatingto19.29%intheShare Capitalofformersubsidiary.Asaresultofthesame,SATechSoftwareisneitherasubsidiarynoranassociateofyour Company.

ThedetailsofDivestmentcarriedoutinthecapitalofSATechSoftwareIndiaLimitedisasfollows:

Sr.No	NumberofShares D isposedoff		DateofDisposition	Percentage	Shareholding	post
				disposition
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	FY 2022-23	08-11-2022		24.90
5.	18,614 Shares		07-12-2022		20.57
6.	4300 Shares		28-03-2023		19.57
7	opt out of Right Issue	FY 2023-24	16-10-2023		19.29

Your C o mpany does not have any Joint Venture Company o r Entity.

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

In accordance with the c onsent granted by the shareholders i n the 11 ^th AGM o f your C ompany, with the approval of the Board of Directors, the C o mpany has been c arrying o ut the divestment process in S A Tech Software India Limited. C onsidering the same, S A Tech Software India Limited c eased to be a subsidiary of the C o mpany i n FY 2021-22 pursuant to divestment o f 47000 shares and thereafter c eased to an A ssociate of the C ompany i n FY 2022-23 pursuant to divestment o f further 8 3 ,846 shares. A s o n the date of the report, S A Tech Software India Limited i s neither a Subsidiary nor an A ssociate of the C o mpany.

10. ACCOUNTS OF S UBSIDIARY COMPANIES

The C ompany has o ne wholly owned Subsidiary Company as on March 31 ^st 2024. The details regarding the financial statements on standalone as well as on c onsolidated basis o f the said subsidiary and associate have been furnished and attached to this report as Annexure-I in Form A O C-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 P OSITION 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 c lause (l) of sub-section 3 of Section 1 34 o f the Companies A c t, 2 0 13, no c hanges have occurred between the end of the financial year, i .e., from 1^st April 2023 and till the date o f this report, which has or may be affecting the financial position o f the C ompany.

13. DIRECTORS AND K EY MANAGERIAL PERSONNEL

The Board of the C ompany c omprises an optimum combination o f executive and non-executive directors, including Independent Directors. During the year under review, there has been no change i n the c omposition of the Board.

Based upon the declarations received from the Independent Directors, the Board of Directors has c o nfirmed that they meet the criteria of i ndependence as mentioned under Regulation 16(1)(b) o f the Listing Regulations and that they are i ndependent o f the management.

NameoftheDirector	Category and Designation	Effective date of Appointment on Board
Mr.RiteshSharma (DIN02676486)	Chairman & Managing Director	21 st February, 2011
Mrs.PoonamSharma (DIN03397469)	Whole-Time Director	21 February, 2011
Mr.KaustubhKarwe (DIN08553122)	Independent Director	23 September, 2019
Mr.SunilJain (DIN08313434)	Independent Director	15 February, 2021
Mr.ShailendrasinghNaiyyar (DIN:09723751)	Independent Director	1 September, 2022

Changes in composition:

During the period under report, the was no c hange i n the c o mposition o f the Board of the C o mpany.

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 Mr. Ritesh Sharma (DIN: 02676486) Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.

Composition of K ey Managerial Personnel:

InpursuancetoprovisionsofSection203oftheCompaniesAct,2013readwiththeapplicablerulesandother applicableprovisionsoftheCompaniesAct,2013,thedesignatedManagerialPersonnelandKeyManagerial Personnel(KMP)oftheCompanyason31 ^st March,2024areasfollows:

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

14. N UMBER OF BOARD MEETINGS

Five (5) meetings o f the Board o f Directors were c onducted during the FY 2023-24 i n accordance with the provisionsoftheCompaniesAct,2013andrulesmadethereunderonthefollowingdates:

26^th May,2023 5^th August,2023 19^th August,2023 10^th November,2023 09^th March,2024

TheinterveninggapbetweentwoboardmeetingswaswithintheperiodprescribedundertheCompaniesAct, 2013andasperSecretarialStandard-1.

TheDirectorsAttendanceinmeetingsoftheBoardwereasfollows:

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

15. GENERAL MEETINGS:

During the year under review, your Company has c o nducted i ts 13 ^th Annual General Meeting on 1 5^th September, 2023 i n Physical mode as per the guidelines i ssued by the Ministry o f Corporate Affairs and Securities Exchange Board of India, respectively.

16. COMMITTEES OF BOARD

The Committees o f the Board focus on certain specific areas and make i nformed decisions i n line with the delegated authority. The following statutory Committees c onstituted by the Board function according to their respective roles and defined scope:

Audit Committee of Directors

N omination and Remuneration Committee S takeholders Relationship Committee.

Details o f the c o mposition, role of the Committee and number o f meetings held for respective c ommittees as o n 31^st March, 2 0 2 4 i s 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. N umberofMeetings:

Four (4) meetings of the Audit Committee were conducted during the FY 2023-24 on the following dates: 26^th May,2023 5^th August,2023 10^th November,2023 09^th March,2024

B. Theroleoftheauditcommitteeincludesthefollowing:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statementiscorrect,sufficientandcredible;

2. Recommendationforappointment, remunerationandtermsofappointment ofauditorsoftheCompany;

3. Approval ofpaymenttostatutory auditorsforanyotherservicesrenderedbythestatutory auditors;

4. Reviewing, with the management, the Annual Financial Statements and Auditors Report thereon before submission to the Boardforapproval, withparticular referenceto: a) matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause(c)ofsub-section(3)ofSection134oftheCompaniesAct,2013; b) Changes,ifany,inaccounting policies andpracticesandreasonsforthesame; c) Majoraccountingentriesinvolving estimatesbasedontheexerciseofjudgmentbymanagement; d) Significant adjustmentsmadein thefinancial statementsarisingoutofauditfindings; e) Compliance withlisting andotherlegalrequirementsrelating toFinancial Statements; f) Disclosureofanyrelatedpartytransactions; g) Modified opinion(s) inthedraftAuditReport;

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

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

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

4. A pproval o r any subsequent modification of transactions o f the listed entity with related parties;

5. Scrutiny of i nter-corporate loans and i nvestments;

6. Valuation o f undertakings or assets o f the listed entity, wherever i t i s necessary;

7. Evaluation o f i nternal financial c ontrols and risk management systems;

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

9. Reviewing the adequacy of i nternal audit function, i f any, i ncluding the structure of the i nternal audit department, staffing and seniority of the o fficial heading the department, reporting structure coverage and frequency o f i nternal audit; 10. Discussion with i nternal auditors o f any significant findings and follow up there o n; 11. Reviewing the findings o f any i nternal i nvestigations by the i nternal auditors i nto matters where there i s suspected fraud or irregularity o r a failure of i nternal c o ntrol systems of a material nature and reporting the matter to the board; 12. Discussion with statutory auditors before the audit c ommences, about the nature and scope o f audit as well as post-audit discussion to ascertain any area of c oncern; 13. To look into the reasons for substantial defaults i n the payment to the depositors, debenture holders, shareholders (in c ase of non-payment o f declared dividends) and c reditors; 14. To review the functioning o f the whistle blower mechanism; 15. A pproval of appointment of Chief Financial O fficer after assessing the qualifications, experience and background, etc. o f the c andidate; 16. C arrying o ut any o ther function as i s mentioned i n the terms o f reference o f the A udit C o mmittee.

I. The audit committee mandatorily reviewsthe following information:

1. Management discussion and analysis o f financial c o ndition and results o f o perations;

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

3. Management letters / letters of i nternal c o ntrol weaknesses i ssued by the statutory auditors;

4. Internal A udit Reports relating to i nternal c o ntrol weaknesses; and

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

6. Statement of deviations: (a) half yearly statement o f deviation(s) including report of monitoring agency, i f applicable, submitted to stock exchange(s) i n terms of Regulation 3 2 (1). (b) A nnual Statement of funds utilized for purposes o ther than those stated i n the o ffer document/prospectus/notice i n terms of Regulation 3 2 (7).

II. N omination&RemunerationCommittee:

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 o f the Members o f Nomination & Remuneration Committee was held o n 26 ^th May, 2 0 2 3.

The Companys policy on Directors appointment and remuneration including c riteria for determining qualifications, positive attributes, i ndependence o f a director and other matters provided under sub-section (3) of section 1 7 8 i s as per the Nomination and Remuneration P o licy and the Terms & C onditions of appointment o f Independent Directors as annexed herewith this report as Annexure-III. The said policies are also available o n the website of your Company at the web link: https://www.mindpooltech.com/investors.html.

III. S takeholders 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

TheMembersofStakeholderRelationshipsCommitteeconductedtheirmeetingon26 ^th May,2023.

TheStakeholderRelationshipsCommitteeoverseesallmatterspertainingtoinvestorsofyourCompany. ThetermsofreferenceoftheInvestorGrievanceCommitteeincludethefollowing:

1. Redressalofshareholders/investorscomplaints;

2. Reviewing o n a periodic basis the approval of transfer or transmission o f shares, debentures or any o ther securitiesmadebytheRegistrarandShareTransferAgent;

3. Issueofduplicatecertificatesandnewcertificatesonsplit/consolidation/renewal;

4. Non-receiptofdeclareddividends,balancesheetsoftheCompany;and

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

ThedetailsofInvestorscomplaintsreceivedandresolvedduringtheFinancialYear2023-24are asunder:

No. of Investors Complaints	No. of Investors Complaints	No. of Investors Complaints
RECEIVED during the financial year 2023-24	RESOLVED during the financial year 2023-24	PENDING as on 31st March 2024
Nil	Nil	Nil

1. EVALUATIONOFBOARDOFDIRECTORS,COMMITTEESANDINDIVIDUALDIRECTOR

TheNomination&RemunerationCommitteehassetupformalmechanismtoevaluatetheperformanceofthe BoardofDirectorsaswellasthatofitsCommitteeandindividualDirectors,includingChairmanoftheBoard,Key ManagerialPersonnel/SeniorManagementetc.

The Board of Directors has c arried out an annual evaluation of i ts o wn performance, board c ommittees, and individualdirectorspursuanttotheprovisionsoftheActandListingRegulations.TheperformanceoftheBoard was evaluated by the Board after seeking i nputs from all the Directors based on c riteria such as the board compositionandstructure,effectivenessofboardprocesses,informationandfunctioning,etc.Theperformance ofthe C ommittees was evaluated by the Board after seeking i nputs from the Committee members basedon criteriasuchasthecompositionofcommittees,effectivenessofCommitteemeetings,etc.

Pursuant to the provisions of sub-section 3 of Section 1 3 4 of Companies A c t, 2 0 13 read with Rule 8 of Companies (Accounts) Rules, 2 014, a meeting of the Independent Directors of the Company was c o nducted o 09^th March 2024, to evaluate the performance o f the Board of Directors at large, the Committees o f the Board and the performance of every individual Director, i ncluding the executive directors, c hairman and independent directors. The Directors further evaluated the quality, quantity, and timeliness of flow of i nformation between the company management and the Board and whether there has been any unethical behavior, actual or suspected fraud or violation of the C o mpanys Code o f C o nduct o r ethics policy.

18. DECLARATION BY INDEPENDENT DIRECTORS

As per the provisions o f Section 1 4 9 sub section 6 & 7 and other applicable provisions of Companies A c t, 2 and the rules thereunder, your Company has duly received the declaration o f Independence from all the Independent Directors during the financial year 2 023-24 and that the said declarations were placed before the Board.

The Board further ensures that all the Independent Directors of the C ompany were/are eligible to be appointed as the Independent Directors as per the c riteria laid down by Companies A ct, 2 0 13 and SEBI (Listing O bligations & Disclosure Requirements) Regulations, 2 0 1 5 .

Based upon the declarations received from the Independent Directors, the Board of Directors has c o nfirmed that they meet the criteria o f i ndependence as mentioned under Regulation 16(1)(b) o f the Listing Regulations and that they are i ndependent o f the management.

In terms o f Section 150 o f the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2 014, as amended, Independent Directors o f the C o mpany have i ncluded their names i n the data bank Independent Directors maintained with the Indian Institute o f Corporate Affairs.

19. CORPORATE GOVERNANCE

As per Regulation 1 5 read with Regulation 2 7 of SEBI (Listing O bligations and Disclosure Requirements) Regulations, 2 0 15, the provisions of Corporate Governance Disclosure are not applicable to the C ompanies listed on the SME platform. Hence your Company i s not required to disclose i nformation as covered under P ara (C), (D) and (E) o f Schedule V o f SEBI (Listing O bligations and Disclosure Requirements) Regulations, 2 0 1 5 .

As per P ara (F) o f Schedule V o f SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2 015 Company i s not required to have the de-mat suspense account neither unclaimed suspense account.

However, the Board o f Directors and the management of the Company take all necessary steps to ensure that a good corporate governance structure i s maintained and followed by the C ompany. The Board i s moving ahead with an aim o f maintaining a sustainable c o rporate environment which c an keep a c heck and balance on governance o f the Company.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 3 4(2) (e) o f the Securities and Exchange Board o f India (Listing Obligations and Disclosure Requirements) Regulations, 2 015 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 C ompanies A c t, 2 013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial P ersonnel) Rules, 2014 as amended from time to time, alongwith the Remuneration paid to the Directors i ncluding the Managing Director and Key Managerial P ersonnel of the Company are given i n C lause 2 2 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) o f the C ompanies (Appointment and Remuneration of Managerial P ersonnel) Rules, 2 0 14 i n respect o f employees o f the C ompany is as follows:

i. The percentage i ncrease i n remuneration o f each Director and C hief Financial Officer during the Financial Year 2023-24, ratio o f the remuneration of each Director to the median remuneration o f the employees o f the Company for the financial year 2 0 2 3-24 and the comparison of remuneration of each Key Managerial P ersonnel (KMP) against the performance o f the Company are as follows:

Name of Director / KMP	Remuneration during F.Y. 2023- 24	Remuneration during F.Y. 2022- 23	% 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	29,27,844	0%	7.22
Poonam Sharma Whole-Time Director (KMP)	29,27,844	29,27,844	0%	7.22
Sathish Kumar Ganesan - CFO (KMP)	8,54,250	7,97,172	7.16%	2.11
Sanskar Prabhakar Company Secretary and Compliance Officer (KMP)	8,27,969	7,05,690	17.33%	2.04
Total Remuneration	75,37,907	73,58,550	24.49%	-

* Median remuneration for the financial year was Rs. 4 ,05,600/- (Rupees Four Lakh Five Thousand Six Hundred O nly)

i. There were 2 1 3 permanent employees on the rolls o f the Company during the financial year 2 0 2 3 -24. ii. C o mparison o f Remuneration o f the Key Managerial P ersonnel(s) against the performance of the C o mpany: iii. C hange i n the total remuneration of Directors and Key Managerial P ersonnel during the year under report in comparison to last year i s as specified i n the table above. iv. The turnover o f the C o mpany has i ncreased by 3 .16%. v. The Particulars o f the employees who are c o vered by the Provisions contained in Rule 5 (2) and Rule 5 (3) o f the Companies (Appointment and Remuneration of Managerial P ersonnel) Rules, 2 0 1 4 are: a. Employed throughout the year --Nil b. Employed for part of the year --Nil vi. Itisaffirmedthatremunerationpaidduringthefinancialyear2023-24isaspertheRemunerationPolicyofthe Company.

23. RISKMANAGEMENTPOLICY

TheCompanyhasinplaceamechanismtoidentify,assess,monitor,andmitigatevariousriskstokeybusinessset fortheCompany.AsapartofRiskManagementpolicy,therelevantparametersforprotectionofenvironment, safetyofoperationsandhealthofpeopleatworkaremonitoredregularly.

TheBoarddoesnotforeseeanyriskwhichmightthreatentheexistenceoftheCompany.Theweblinkforthe policyisasfollows:https://www.mindpooltech.com/investors.html.

24. PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposit from the public o r members of the c ompany within the meaning of Section 7 3 o f the Companies A c t, 2 0 1 3 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
1The steps taken o r impact on c onservation of energy	Your Company requires energy for i ts operations and the Company i s making all efforts to conserve energy by monitoring energy c osts and periodically reviews o f the consumption of energy.
2The steps taken by your C ompany for utilizing alternate sources o f energy	During the year, the C ompany 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 o f energy c onsumption.
	We also take appropriate steps to reduce the c onsumption through efficiency in usage and timely maintenance / energy installation / upgradation of energy saving devices
3The c apital i nvestment on conservation equipment.	. During the period under report no new energy c onsumption equipment was required to be i nstalled.

B. Technology Absorption, Adoption and Innovation:

Sr. No.
Particulars	Brief Description
1The efforts made towards technology absorption
2The benefits derived like product improvement, manufacturing activities, cost reduction, product development or import substitution
3In 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.
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
The expenditure incurred on Research and 4 development	and developmental activities and has been active in harnessing and tapping the latest and the best technology in the industry.

C. FOREIGN EXCHANGE EARNING AND OUTGO

Sr. No. Particulars	F.Y. 2023-24	F.Y. 2022-23
1 Foreignexchangeearnings	3,96,64,198	Rs. 1,82,72,427
2 Foreignexchangeoutgo	-	-

26. CORPORATE S OCIAL RESPONSIBILITY (CSR)

As your Company does not attracts any of the three c riteria specified as per the provisions of Section 135 of the Companies A c t, 2 013, it i s not mandated by law to make Corporate Social Responsibility expenditures equivalent to two percent o f the average net profits during the financial year. Irrespective of the fact o f non-applicability, your C ompany constantly strives to ensure strong c orporate c ulture which emphasizes o n integrating CSR values with business objectives.

27. AUDITORS

A. S tatutory Auditors:

The members have appointed M/s R B Sharma and C o ., C hartered Accountants, (Firm Registration No. 1 09971W) in their 9^th Annual General Meeting held on September 20^th, 2 0 1 9 for a period of five (5) c o nsecutive years i .e. till the c onclusion o f the 14 ^th Annual General Meeting of the C o mpany to be held i n F.Y. 2024-25 and c o nduct audit for the F.Y. 2 0 2 3 -24.

B. S ecretarial Auditors:

Pursuant to the provisions of Section 204 o f the Companies A c t, 2 0 13 read with the C ompanies (Appointment and Remuneration of Managerial P ersonnel) Rules, 2 0 14, the Company has appointed M/s. Kanj & C o . LLP, P une to undertake the Secretarial Audit of the Company for the year under review. The Secretarial A udit Report i n form MR-3 i s provided as“Annexure-V”.

28. COMPLIANCE WITH SECRETARIAL S TANDARDS:

The Company has c o mplied with all the provisions o f Secretarial Standards o n Board meeting and General Meetings i ssued by the Institute o f Company Secretaries o f India and approved by the C entral Government.

29. AUDITORS REPORT

The A uditors Report i s with un-modified o pinion and self-explanatory and do not require any further explanations or c omments under Section 134(3) o f the Companies A ct, 2013. There were no qualifications, reservations, o bservations or adverse remarks made by the Statutory A uditors i n their report.

There were following o bservations made by the Secretarial A uditors i n their Report:

The C ompany has submitted prior i ntimation o f the Board Meeting proposed to be held on 2 6 th May 2 0 23, for approval of financial results for the year ended 3 1 st March 2 023, with delay and to that extent i t has not complied with erstwhile P roviso o f Regulation 2 9(2) o f the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2 0 1 5 .

Reply: The Company had made efforts to submit the Intimation to the National Stock Exchange o n Friday, 1 9 th May 2 0 2 3, i .e. the date of dispatch o f notice to the members of the Board. However, due to temporarily non-availability/operation o f the NEAPs portal (NSE website), the intimation was not submitted. A screenshot of the same was submitted with NSE but it was c onsidered at a shorter notice by the exchange c onsidering only 4 days in between the date o f i ntimation and the date of Board Meeting.

.30. DIRECTORS RESPONSIBILITY S TATEMENT

Based on the framework of internal financial c ontrols and c ompliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external c o nsultants, including the audit of i nternal financial c o ntrols o ver financial reporting by the Statutory A uditors and the reviews performed by management and the relevant board c ommittees, including the A udit C o mmittee, the Board i s o f the o pinion that the C o mpanys Internal Financial C o ntrols were adequate and effective during FY 2 0 2 3 -24.

As per the provisions o f Section 1 34 (5) o f the Companies A c t, 2 013 (the “Act”), the Directors hereby state as under: -A. That i n the preparation o f 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 c onsistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state o f affairs of the company as at 3 1 ^st March, 2 0 2 4 and of the profit/loss of the c o mpany for the year ended 3 1^st March, 2 0 2 4 .

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records i n accordance with the A c t for safeguarding the assets o f the c o mpany and for preventing and detecting fraud and o ther i rregularities; D. That the directors had prepared the annual accounts o n a going c oncern basis; E. That the directors have laid down i nternal financial c o ntrols to be followed by the c o mpany and that such i nternal financial c o ntrols are adequate and were o perating efficiently; and F. That system to ensure c ompliance with the provisions of all applicable laws was i n place and was adequate and o perating effectively.

31. DETAILS OF S IGNIFICANT 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 c o ncern status of the C o mpany and i ts future operations.

32. ANNUAL RETURN

Pursuant to the provisions o f Section 9 2 (3) of the Companies Act, 2013 and Rule 1 2(1) o f the Companies (Management and Administration) Rules, 2014, the A nnual Return o f the Company shall be uploaded on the website o f the C ompany within prescribed the time period after the ensuing A nnual General Meeting o f the Company and the A nnual Returns for previous years are available on the website o f the Company at: https://www.mindpooltech.com/investors.

33. COST RECORDS APPLICABILITY

Maintenance of cost records under sub-section (1) o f section 148 of the Companies A ct, 2 013 are not applicable to the business activities as c arried out by the Company.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER S ECTION 186

st th

During the period under review the Company has not given any loans, guarantees or securities as per the provisions o f Section 1 8 5 and 186. In the Financial Year, FY 2 0 2 1 -22 the Company had granted loan to S A Tech Software India Limited, the then Subsidiary of the Company i n c o mpliance with Section 186 o f the C ompanies Act, 2 013 and in furtherance o f the approval granted by the members i n their 11Annual General Meeting. The particulars of the Loan o utstanding as on 3 1 March, 2 0 2 4 are as under:

Sr. No. Particulars	Details
1 NameofPartytowhomloanisoutstanding	SATechSoftwareIndiaLimited
2 Relationatthetimeofgrantofloan	SubsidiaryCompany
3 DateofSpecialResolutiongrantingApproval	17thSeptember,2021
	3,50,00,000/-
4 LoanSanctionedbyMembers(AmtinINR)
	(Three CroreFiftyLakhOnly)
5 DateofBoardResolutiongrantingApproval	15thFebruary,2021 and17thJune,2021
	2,75,00,000/-
6 LoanSanctionedbyBoard(AmtinINR)
	(TwoCroreSeventy-FiveLakhOnly)
7 LoanDisbursedtotheborrower	2,69,56,693
8 PrincipalOutstandingonthedateofReport	2,69,56,693
9 InterestOutstandingonthedateofReport	8,01,726
10 TotalAmountReceivable	2,77,58,419

35. P ARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All c o ntracts, arrangement, transaction entered by the C ompany during the financial year with the related party were i n the ordinary course of business and o n arms length basis. Financial Statements set out the details of all related party transactions, as per accounting standards. Details of Related P arty transactions as per Section 1 88 have been specified i n A OC-2 as Annexure II

36. INTERNAL FINANCIAL CONTROL

The Company has adequate i nternal financial c ontrol in i mplementation with reference to the Financial Statement and i s operating effectively. The Company has a well-placed, proper and adequate i nternal financial control systems which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The C ompanys i nternal financial c o ntrol system also c omprises due compliances with Companys policies and Standard Operating P rocedures (SOPs), supplemented by internal audits from Internal A uditors.

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

The Company has i n place an A nti-Sexual Harassment Policy in line with the requirements o f the Sexual Harassment o f Women at the Workplace (Prevention, Prohibition & Redressal) A c t, 2013. Internal C omplaints Committee (ICC) has been c o nstituted to redress c omplaints received regarding sexual harassment. A ll employees (permanent, c ontractual, temporary, trainees) are c overed under this policy.

There were no c ases reported during the FY 2 023-24 under the Sexual Harassment of Women at the Workplace (Prevention, P rohibition & Redressal) A c t, 2 0 1 3 .

38. VIGIL MECHANISM / WHISTLE BLOWER

The C ompany has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual o r suspected fraud or violation o f the Companys C ode of Conduct o r ethics policy. The P o licy provides for adequate safeguards against victimization o f employees who avail of the mechanism and also provides for direct access to the Chairman of the A udit C ommittee. It i s affirmed that no personnel of the C ompany have been denied access to the A udit Committee. The web link for the policy i s as follows:https://www.mindpooltech.com/investors

39. EVENT BASED DISCLOSURES

The C ompany has not i ssued any shares with differential voting rights or Sweat Equity shares o r shares under ESOP. The C o mpany has not provided any money to i ts employees for purchase o f i ts own shares hence the company has nothing report i n respect o f Rule 4 (4), Rule (13), Rule 1 2(9) and Rule 1 6 o f the C ompanies (Share Capital & Debentures) Rules, 2 0 1 4.

40. ACKNOWLEDGEMENT

Your Directors express their deep gratitude to the members o f the C ompany, for all support provided to the Company from time to time and the trust and c onfidence reposed in the Board of Directors o f the Company. Your Directors also wish to thank the Bankers and Business A ssociates for all the help and encouragement they extended to the C o mpany.

By Order of the Board

For, Mindpool Technologies Limited

 

Sd/-

Ritesh RamavtarSharma

(Chairman & Managing Director)

(DIN: 02676486)

 

Date:24/08/2024

Place: Pune