Mindpool Technologies Ltd Directors Report

Over the years, your company has established itself as a trusted and successful provider of IT solutions, consistently meeting and exceeding client expectations in this dynamic and evolving industry. With deep expertise and unwavering commitment, we have continued to serve as a reliable partner for businesses seeking high-quality IT services.

In todays competitive business environment, staffing agencies play a vital role in bridging the gap between exceptional talent and suitable opportunities. As IT enterprises increasingly require skilled professionals for both permanent and temporary positions, the importance of staffing agencies has grown substantially, enabling organizations to quickly and effectively meet their workforce needs.

Despite this, the global staffing industry has faced considerable challenges over the past year. As a result, your companys profitability for the current year has declined compared to the previous year. This decline is primarily due to the disproportionate impact of reduced revenue, coupled with our inability to lower costs accordingly, as a significant portion of expenses are allocated to employee salaries.

Your Company recognizes that the current decline is only temporary and does not undermine the long-term potential and benefits of our business. With promising opportunities from prospective clients on the horizon, we anticipate an improvement in revenue and profitability in the near future.

To address present challenges, we are proactively strengthening our position through strategic collaborations with offshore development centers. By adopting robust risk management practices, we are not only mitigating current obstacles but also enhancing our capacity to leverage global expertise and resources. This approach allows us to access international talent pools while ensuring efficiency, cost optimization, and greater scalability.

Our commitment remains focused on delivering sustainable, value-driven solutions that fuel business growth and deepen client relationships. By broadening our service offerings, we aim to provide holistic, future-ready solutions that align with the evolving needs of modern enterprises.

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.

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%.

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.

Throughout the review period, your Company has maintained its 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. In the current year, the Company has also added a strategic focus on the GCC region, aiming to tap into new opportunities and strengthen its presence in international markets. The Companys operations and practices have otherwise remained consistent without any significant alterations during this period.

Your Company has seen tough time during the FY 2024-25 in IT staffing industry. However, the Company has been dedicated and determined to provide quality services to its existing and new 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 a proven track record in staffing and IT consulting, our digital marketing offerings have also shown success. This expansion allows us to provide comprehensive digital solutions 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 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: Due to the prevailing economic slowdown and market challenges, the profitability of your Company has been impacted. However, the Company has continued its efforts to maintain operational efficiency and ensure stability in performance. The Board has taken due care of all factors influencing the business, while also keeping in view the needs and well-being of its employees

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: Due to recession hitting the western market, we have witnessed some decline in the business in US which has negatively impacted the results of our subsidiary company. Nonetheless, the Company has been taking all preventive measures in further getting good business from US and western world in the years to come.

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

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.

As on 31st March 2025, your company has, i.e., Mindpool Technologies Inc. incorporated as per the laws of United States of America. one wholly owned Subsidiary Company Following are the details of your Companys holding Structure in Mindpool Technologies INC:

Pursuant to the on-going divestment, your Company has disposed off holding in the equity capital of S A Tech Software India Limited and w.e.f. from March 31st, 2025 the Company holds equity shares aggregating to 13.53% 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 Limited is as follows:

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

In accordance with the consent granted by the shareholders in the 11th 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 Limited. Considering the same, S A Tech Software India 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 Limited is neither a Subsidiary nor an Associate of the Company.

The Company has one wholly owned Subsidiary Company as on March 31st 2025. 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.

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

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 1st April 2025 and till the date of this report, which has or may be affecting the financial position of the Company.

The Board of the Company comprises an optimum combination of executive and non-executive directors, including Independent Directors. During the year under review, there has been no change in the composition of the Board.

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.

During the period under report, Mr. Sathish Kumar Ganesan was resigned as Chief Financial Officer with effect from 10th November, 2024 and Mr. Uday Pramod Surpuriya was appointed as Chief Financial Officer with effect from 11th November, 2024.

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 Director of the Company is liable to retire by rotation and being eligible offers herself for re-appointment.

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 31st March, 2025 are as follows

Six (6) meetings of the Board of Directors were conducted during the FY 2024-25 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder on the following dates:

? 28th May, 2024

? 1st July, 2024

? 24th August, 2024

? 26th September, 2024

? 9th November, 2024

? 12th February, 2025

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:

During the year under review, your Company has conducted its 14th Annual General Meeting on 20th September, 2024 in Physical mode as per the guidelines issued by the Ministry of Corporate Affairs and Securities Exchange Board of India, respectively.

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:

Details of the composition, role of the Committee and number of meetings held for respective committees as on 31st March, 2025 is as follows:

Four (4) meetings of the Audit Committee were conducted during the FY 2024-25 on the following dates:

? 28th May, 2024

? 24th August, 2024

? 9th November, 2024

? 12th February, 2025

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;

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company; Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

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

? 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;

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

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

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

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

? Disclosure of any related party transactions;

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

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

? 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;

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

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

? Scrutiny of inter-corporate loans and investments;

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

? Evaluation of internal financial controls and risk management systems;

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

? 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;

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

? 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;

? 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;

? 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;

? To review the functioning of the whistle blower mechanism;

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

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

.

? Management discussion and analysis of financial condition and results of operations;

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

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

? Internal Audit Reports relating to internal control weaknesses; and

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

? 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).

Three (3) Meetings of the Members of Nomination & Remuneration Committee was held on 1st July, 2024, 26th September, 2024, 9th November, 2024.

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

The Members of Stakeholder Relationships Committee conducted their meeting on 29th May, 2024.

? Redressal of shareholders/investors complaints;

? 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;

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

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

? 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 2024-25 are as under:

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 08th November 2024, 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.

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 2024-25 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.

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.

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.

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.

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:

? The percentage increase in remuneration of each Director and Chief Financial Officer during the Financial Year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows:

* Median remuneration for the financial year was Rs. 11,00,004/- (Rupees Eleven Lakh Four Rupees Only)

? There were 169 permanent employees on the rolls of the Company during the financial year 2024-25.

? Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

? 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.

? The turnover of the Company has decreased by 31.68%.

? 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:

? Employed throughout the year -- Nil

? Employed for part of the year -- Nil

? It is affirmed that remuneration paid during the financial year 2024-25 is as per the Remuneration Policy of the Company.

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

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.

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.

The members have appointed M/s R B Sharma and Co., Chartered Accountants, (Firm Registration No. 109971W) in their 14th Annual General Meeting held on September 20th, 2024 for a period of five (5) consecutive years i.e. till the conclusion of the 19th Annual General Meeting of the Company to be held in F.Y. 2029-30 and conduct audit for the F.Y. 2028-29.

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".

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.

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:

? As on 30th September 2024, the Nomination and Remuneration Committee (NRC) of the Company does not consist of Non-Executive Directors as its members and to that extent it has not complied with Section 178(1) of the Companies Act, 2013.

Reply: Due to misinterpretation of the requirements of Section 178(1) of the Companies Act, 2013. The Company had constituted the Committee in good faith, however, inadvertently, the composition did not fully align with the statutory requirement of having Non-Executive Directors as members. However, post September 2024 the Nomination and Remuneration Committee is now duly constituted in accordance with the provisions of the Companies Act, 2013.

? The Company has filed Annual Performance Report of its wholly owned subsidiary beyond the prescribed time and to that extent it has not complied with Regulation 15 of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2000.

Reply: The original APR was duly submitted before 31st December, 2024, which was the prescribed due date. However, pursuant to recent amendments in the guidelines, the Bank raised a query requiring that the Financial Statements of the Subsidiary be audited. Accordingly, the audit of the Subsidiary was carried out, and upon completion, the revised APR was resubmitted in compliance with the updated requirements with Bank but since the Audit took time the APR was submitted beyond the prescribed time i.e. 31st December 2024..

? The Company has disclosed the resignation of the Compliance Officer to the Stock Exchange but it has not submitted to the stock exchange, the letter of resignation along with the detailed reasons for the resignation of the Compliance Officer within seven days from the date that such resignation came into effect and to that extent it has not complied with Regulation 30 read with Schedule III Part A Para A (7C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply: The Board has taken note of the observation made by the Auditors and shall ensure that going ahead such disclosures are in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32

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 2024-25.

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

? That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

? 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 31st March, 2025 and of the profit/loss of the company for the year ended 31st March, 2025.

? 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;

? That the directors had prepared the annual accounts on a going concern basis;

? 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

? That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

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.

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

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.

During the period under review the Company has given loans, guarantees or securities as per the provisions of Section 185 and 186 as mentioned below.

The balance outstanding at the balance sheet date is Rs. 2,00,00,000/- to Opalforce Software India Limited.

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

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.

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 2024-25 under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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

It is not applicable to the Company during the year under review, as there exist no Loans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016

In the opinion of the Board, the Independent Directors appointed during the year possess the requisite integrity, expertise, and rich experience, including proficiency, required for effectively discharging their duties and responsibilities as Independent Directors of the Company.

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.

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 (Chairman & Managing Director) (DIN: 02676486)