Mindpool Technologies Ltd Directors Report

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

Over the years, your company has established i tself as a trusted and successful provider o f IT solutions, consistently meeting and exceeding c lient expectations i n this dynamic and evolving i ndustry. With deep expertise and unwavering commitment, we have c ontinued to serve as a reliable partner for businesses seekinghigh-qualityITservices.

Intodayscompetitivebusinessenvironment,staffingagenciesplayavitalroleinbridgingthegapbetween exceptionaltalentandsuitableopportunities.AsITenterprisesincreasinglyrequire skilledprofessionalsfor both permanent and temporary positions, the importance o f staffing agencies has grown substantially, enablingorganizationstoquicklyandeffectivelymeettheirworkforceneeds.

Building o n this demand, your C ompany delivered a strong i mprovement i n performance during the year underreview.Onastandalonebasis,incomefromoperationsgrewby82.71%toRs.4,853.61LakhsfromRs. 2,656.42Lakhsinthepreviousyear,profitbeforetaxrosetoRs.60.15LakhsfromRs.6.84Lakhs,andprofit aftertaxincreasedtoRs.42.49LakhsfromRs.8.06Lakhs,takingearningspersharetoRs.1.00fromRs.0.19.

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Onaconsolidatedbasis,incomefromoperationsincreasedtoRs.5,217.51LakhsfromRs.3,440.76Lakhsand profit aftertaximprovedtoRs.35.08 LakhsfromRs.9.60Lakhs,evenastheoverseassubsidiaryrecorded lower revenue for the year. With a healthier order pipeline and c ontinued c o st discipline, your Company expectsthisgrowthinrevenueandprofitabilitytobesustainedinthecomingyear.

Building o n this improved performance, we are further strengthening our position through strategic c o llaborations with offshore development centers. By adopting robust risk management practices, we are c onsolidating the gains made during the year while enhancing o ur c apacity to leverage global expertise and resources. This approach allows us to access i nternational talent pools while ensuring efficiency, c ost optimization, and greater scalability.

Our c o mmitment remains focused o n delivering sustainable, value-driven solutions that sustain this growth momentum and deepen c lient relationships. By broadening our service offerings, we aim to provide holistic, future-ready solutions that align with the evolving needs o f modern enterprises.

Standalone P erformance:During the year under review your c ompany reported growth i n revenue from operations amounting to an amount of INR 4 ,853.61 Lakhs as c ompared to an amount of INR 2 ,656.42 Lakhs earned in the previous Financial Year. The C ompany has marked a growth of 8 2 .71 % i n i ts turnover during the FY 2 0 2 5-as c o mpared to a fall o f 2 4 % made during the FY 2 0 2 4 -25.

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

The EPS for the FY 2 0 25-26 is reported to be INR 1 .00 as c o mpared to INR 0 .19 in FY 2 024-25 , showing a rise 426.32%.

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

The performance of the C ompanys wholly owned subsidiary, Mindpool Technologies INC, USA, was adversely impacted during FY 2025 26 due to c hallenging market conditions and continued uncertainties in the U.S. economy.Asaresult,thesubsidiaryreportedalossduringtheyearascomparedtoaprofitinthepreviousfinancial year.Thesubdued businessenvironment andreduced demandintheoverseasmarket affected the subsidiarys operations and profitability. Consequently, despite the c o ntinued focus o n o perational efficiency, the performanceofthesubsidiarydeclinedduringtheyear.

SubsidiaryPerformance:

MindpoolTechnologiesInc.- Thewholly o wned subsidiary of the Company generated a Revenue of USD 0 .59 Million(INR.524.15Lakh)duringtheperiodunderreportascomparedtoanamountof0.927Million(INR.784.35 Lakh)earnedduringthepreviousfinancialyearresultinginareductionofaround36.35%.Also,theCompanyhas recordedlossofUSD8387.62(INR7.41Lakhs)duringtheyearunderreportascomparedtoprofitofUSD1,814. (INR1.53Lakhs)inthepreviousyear2024-25resultingindeteriorationofapproximately562.31%.

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

Acrosstheperiodunderreview,yourCompanycontinuedtocentreitseffortsonITstaffing,payroll processing, recruitment services, web application development, digital marketing and Global C apability Centers. Particular priority was placed on scaling up Global C apability Centers (GCC) services, withthe aim o f building a business modelthatissustainableoverthelongrunandofmovingtheCompanyclosertoitsenduringstrategicgoals.No materialchangeswereintroducedtohowtheCompanyoperates,anditspracticesstayedsteadythroughoutthis period.

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5. REVIEW OF BUSINESS OPERATIONS AND FUTURE P ROSPECTS

Your Company has delivered a strong performance during the FY 2 0 25-26 in the IT staffing i ndustry, marking a c lear improvement over the previous year. Carrying this momentum forward, the C ompany has stayed dedicated and determined in providing quality services to i ts existing and new c lients, leading to a balanced and trustworthy c lient base. The Directors o f your c o mpany have been able to establish a management system which i s efficient i n the overall development o f the C o mpany, 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: Supported by improving market conditions, the profitability of your Company has strengthened appreciably over the previous year. Building o n this progress, the Company has c o ntinued i ts efforts to enhance operational efficiency and deliver consistent performance. The Board has taken due c are of all factors influencing the business, while also keeping i n view the needs and well-being of i ts employees

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.

Performance in the USA Market: With challenging c onditions i n the western market, we have witnessed a slowdown i n the business i n US which has adversely i mpacted the results o f our subsidiary c o mpany, whose profit has been declining. The C ompany c ontinues to take proactive measures i n further getting good business from US and western world i n the years to c o me.

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

YourCompanydoesnothaveanyholdingcompanyorentity.TheshareholdingoftheCompanyisasdetailedin st theAnnualReportoftheCompany.

Ason31 March2026,yourcompanyhas,i.e.,MindpoolTechnologiesInc.incorporatedasperthelawsofUnited StatesofAmerica.onewhollyownedSubsidiaryCompanyFollowingarethedetailsofyourCompanysholding

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StructureinMindpoolTechnologiesINC:

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

In accordance with the consent granted by the shareholders i n the 1 1 ^th AGM of your Company, with the approval of the Board of Directors, the Company has been c arrying out the divestment process in S A Tech Software India Limited. Considering the same, S A Tech Software India Limited c eased to be a subsidiary o f the Company i n FY 2 0 21-22 pursuant to divestment of 47000 shares and thereafter c eased to an A ssociate o f the Company i n FY 2 0 22-23 pursuant to divestment of further 8 3,846 shares. A s on the date of the report, S A Tech Software India Limited i s not a Subsidiary o f the C o mpany.

10. ACCOUNTS OF S UBSIDIARY COMPANIES

The C ompany has one wholly o wned Subsidiary C ompany as o n March 31 ^st 2026. The details regarding the financial statements o n standalone as well as on consolidated basis of the said subsidiary have been furnished and attached to this report as Annexure-I in Form A OC-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

The Board o f Directors at i ts meeting held on 1 9th December 2025, approved the draft Scheme o f Amalgamation for the merger by absorption o f the C ompany with S A Tech Software India Limited. A s o n 31 March 2026, the C ompany had filed an application with the National Stock Exchange and SEBI for i ssuance o f the O bservation Letter / NOC, and approvals from NSE and SEBI were received on 6th April 2026. th Subsequently, the Company filed the requisite application for the merger with the Honble National C ompany Law Tribunal on 7 August 2 0 2 6 , and the same i s presently pending before the Tribunal.

13. DIRECTORS AND K EY MANAGERIAL PERSONNEL

The Board o f the C ompany c o mprises an o ptimum c o mbination o f executive and non-executive directors, 24 including Independent Directors. During the year under review, there has been no c hange i n the composition o f the Board.

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

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 Managing 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 applicable provisions of the C o mpanies Act, 2 013, the designated Managerial P ersonnel and Key Managerial Personnel(KMP)oftheCompanyason31 ^st March,2026areasfollows

14. N UMBER OF BOARD MEETINGS

Six(6)meetingsoftheBoardofDirectorswereconductedduringtheFY2025-26inaccordancewiththeprovisions oftheCompaniesAct,2013andrulesmadethereunderonthefollowingdates:

29^th May,2025 31^st July,2025 05^th September,2025 14^th November,2025 19^th December,2025 09^th January2026

Theinterveninggap betweentwo board meetingswas within theperiod prescribedunder theCompaniesAct, 2013andasperSecretarialStandard-1.

TheDirectorsAttendanceinmeetingsoftheBoardwereasfollows:

15. GENERAL MEETINGS:

During the year under review, your Company has c o nducted i ts 15 ^th Annual General Meeting on 3 0^th September, 2025 i n P hysical 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 o n 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 omposition, role of the Committee and number o f meetings held for respective c ommittees as on 31^st March, 2 0 2 6 i s as follows:

I. Audit Committee: A. N umber of Meetings:

Four (4) meetings of the Audit Committee were conducted during the FY 2025-26 on the following dates: 29^th May,2025 31^st July,2025 14^th November,2025 19^th December,2025

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

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:

a) matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; b) C hanges, if any, in accounting policies and practices and reasons for the same; c) Major accounting entries involving estimates based on the exercise of judgment by management; d) Significant adjustments made in the financial statements arising out of audit findings; e) Compliance with listing and other legal requirements relating to Financial Statements; f) Disclosure of any related party transactions; g) Modified opinion(s) in the draft Audit Report;

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

11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 14. To review the functioning of the whistle blower mechanism; 15. A pproval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate; 16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee .

I. The audit committee mandatorily reviewsthe following information:

II. N omination&RemunerationCommittee:

Two(2)MeetingsoftheMembersofNomination&RemunerationCommitteewasheldon05^th September,2025, and9^th January,2026.

The Companys policy o n Directors appointment and remuneration i ncluding c riteria for determining qualifications,positiveattributes,independenceofadirectorandothermattersprovidedundersub-section(3)of section178isaspertheNominationandRemunerationPolicyandtheTerms&Conditionsofappointmentof IndependentDirectorsasannexedherewiththisreportas Annexure-III.Thesaidpoliciesarealsoavailableonthe websiteofyourCompanyattheweblink: https://www.mindpooltech.com/investors.html.

III. S takeholdersRelationshipcommittee:

The Members o f Stakeholder Relationships C ommittee c o nducted their meeting on 3 0 ^th March, 2 0 2 6 .

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

ThedetailsofInvestorscomplaintsreceivedandresolvedduringtheFinancialYear2025-26are asunder:

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

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 based on 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 the Companies(Accounts)Rules,2014,ameetingoftheIndependentDirectorsoftheCompanywasconductedon 19thDecember 2025, toevaluate the performance o f the Board of Directors at large, the Committees o f the Board and the performance o f every individual Director, i ncluding the executive directors, chairman and the independentdirectors.TheDirectorsfurtherevaluatedthequality,quantity,andtimelinessofflowofinformation betweenthecompanymanagementandtheBoardandwhethertherehasbeenanyunethicalbehavior,actualor suspectedfraudorviolationoftheCompanysCodeofConductorethicspolicy.

18. DECLARATION BY INDEPENDENT DIRECTORS

AspertheprovisionsofSection149subsection6&7andotherapplicableprovisionsofCompaniesAct,2013 and the rules thereunder, your Company has duly received the declaration of Independence from all the IndependentDirectorsduringthefinancialyear2025-26andthatthesaiddeclarationswereplacedbeforethe Board.

TheBoardfurtherensuresthatalltheIndependentDirectorsoftheCompanywere/areeligibletobeappointed astheIndependentDirectorsasperthecriterialaiddownbyCompaniesAct,2013andSEBI(ListingObligations &DisclosureRequirements)Regulations,2015.

BaseduponthedeclarationsreceivedfromtheIndependentDirectors,theBoardofDirectorshasconfirmedthat theymeetthecriteriaofindependenceasmentionedunderRegulation16(1)(b)oftheListingRegulationsand thattheyareindependentofthemanagement.

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IntermsofSection150oftheActreadwithRule6oftheCompanies(AppointmentandQualificationofDirectors) Rules,2014,asamended,IndependentDirectorsoftheCompanyhaveincludedtheirnamesinthedatabankof IndependentDirectorsmaintainedwiththeIndianInstituteofCorporateAffairs.

19. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 2 7 o f SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2 0 15, the provisions o f 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 Obligations and Disclosure Requirements) Regulations, 2 0 1 5 .

As per P ara (F) of Schedule V o f SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the 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 o f the Company take all necessary steps to ensure that a good corporate governance structure i s maintained and followed by the Company. 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 the governance o f the Company.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & A nalysis report for the year under review as stipulated under Regulation 34(2) (e) o f the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2 015 is annexed as Annexure- IV hereto and forms part of this Report.

21. MANAGERIAL REMUNERATION

The details of remuneration paid to the Directors during the year ended on 31.03.2026 as per S chedule V of Companies Act 2013 are given below:

a) The above details of remuneration o r fees paid are all elements of remuneration package of i ndividual Directors summarized under major groups.

b) A part from the above-mentioned details o f remuneration or fees paid there are no o ther benefits, fixed component and performance linked i ncentives based o n the performance c riteria severance fees are given to Directors. No service c o ntracts were entered i nto with Directors.

a) There are no stock o ptions o ffered to any Directors / employees o f the Company

Disclosures o f the ratio o f 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, 2013 read with Rule 5 (1) o f the Companies (Appointment and Remuneration of Managerial P ersonnel) Rules, 2014 as amended from time to time, along with the Remuneration paid to the Directors including the Managing Director and Key Managerial Personnel of the C o mpany are given i n Clause 2 2 forming part o f the Directors Report.

22. P ARTICULARS 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 of 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 29 2025-26, 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 5-26 and the comparison of remuneration of each Key Managerial P ersonnel (KMP) against the performance o f the Company are as follows:

* Median remuneration for the financial year was Rs. 77,458/- (Seventy-Seven Thousand Four Hundred Fifty-Eight Rupees O nly)

i. There were 1 9 3 permanent employees on the rolls o f the Company during the financial year 2 0 2 5 -26. 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 8 2 .71%. 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. Itisaffirmedthatremunerationpaidduringthefinancialyear2025-26isaspertheRemunerationPolicyofthe Company.

23. RISK MANAGEMENT P OLICY

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

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

24. P UBLIC DEPOSITS

YourCompanyhasnotacceptedorrenewedanydepositfromthepublicormembersofthecompanywithinthe meaningofSection73oftheCompaniesAct,2013readwiththeRulesmadethereunder.

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

OUTGO

A. CONSERVATION OF ENERGY

B. Technology Absorption, Adoption and Innovation:

C. FOREIGN EXCHANGE EARNING AND OUTGO

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 o f the Companies A c t, 2 013, i t i s not mandated by law to make C o rporate Social Responsibility expenditures equivalent to two percent o f the average net profits during the financial year. Irrespective o f the fact o f non-applicability, your Company c onstantly strives to ensure strong c o rporate c ulture which emphasizes o n i ntegrating C SR values with business objectives.

27. AUDITORS

A. S tatutory Auditors:

The members have appointed M/s R B Sharma and C o ., Chartered A c countants, (Firm Registration No. 109971W) in their 1 4th A nnual General Meeting held o n September 2 0 th, 2 024 for a period of five (5) c o nsecutive years i .e. till the c onclusion o f the 19th A nnual General Meeting o f the C ompany to be held i n F.Y. 2 0 2 9-30 and c o nduct audit for the F.Y. 2 0 2 8 -29.

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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 o mpanies (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 A udit 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 S ECRETARIAL 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 C ompany Secretaries o f India and approved by the Central Government.

29. AUDITORS REPORT

The A uditors Report c arries an unmodified opinion and i s self-explanatory; i t does not require any further explanation o r comments under Section 134(3) o f the Companies Act, 2013. The Statutory A uditors have not made any qualifications, reservations, observations or adverse remarks i n their report.

There were no qualifications, reservations, observations o r adverse remarks made by the Secretarial A uditors in their report.

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 onsultants, 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 5 -26.

As per the provisions of 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 26 and of the profit/loss of the c ompany for the year ended 3 1^st March, 2 0 2 6 .

C. That the directors had taken proper and sufficient care for the maintenance o f adequate accounting records i n accordance with the A c t for safeguarding the assets o f the c ompany and for preventing and detecting fraud and other i rregularities; D. That the directors had prepared the annual accounts o n a going c o ncern basis; E. That the directors have laid down i nternal financial c ontrols 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 P ASSED 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.

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32. ANNUAL RETURN

Pursuant to the provisions of Section 9 2 (3) o f the Companies A ct, 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 o n the website of 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 C ompany.

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

During the period under review the Company has not given loans, guarantees o r securities as per the provisions of Section 1 85 and 1 86.

35. P ARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

36. INTERNAL FINANCIAL CONTROL

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

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

The C ompany has i n place an Anti-Sexual Harassment P olicy i n line with the requirements o f the Sexual Harassment of Women at the Workplace (Prevention, P rohibition & Redressal) A c t, 2 0 13. Internal C omplaints Committee (ICC) has been c onstituted to redress complaints received regarding sexual harassment. All employees (permanent, c ontractual, temporary, trainees) are c overed under this policy.

There were no c ases reported during the FY 2 0 25-26 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 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 C o de o f Conduct o r ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail o f the mechanism and also provides for direct access to the Chairman of the A udit Committee. It i s affirmed that no personnel of the Company have been denied access to the Audit Committee. The web link for the policy i s as follows:https://www.mindpooltech.com/investors

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39. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961: The C ompany has c omplied with the applicable provisions of the Maternity Benefit A ct, 1 9 61. A ll eligible women employees have been extended the benefits as prescribed under the A c t. The C o mpany remains c ommitted to supporting working mothers and promoting a gender-inclusive workplace

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made and proceeding i nitiated / pending under the Insolvency and Bankruptcy Code, 2 016, by any Financial and/or O perational C reditors against your C ompany during the year under review. A s o n the date of this report, there i s no application o r proceeding pending against your Company under the Insolvency and Bankruptcy C ode, 2 0 1 6

42. S TATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE

AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

In the opinion o f the Board, the Independent Directors appointed during the year possess the requisite i ntegrity, expertise, and rich experience, i ncluding proficiency, required for effectively discharging their duties and responsibilities as Independent Directors o f the Company.

43. EVENT BASED DISCLOSURE

The Company has not i ssued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to i ts employees for purchase of i ts own shares hence the company has nothing report i n respect o f Rule 4 (4), Rule (13), Rule 12(9) and Rule 1 6 o f the Companies (Share Capital & Debentures) Rules, 2 0 1 4 .

44. ACKNOWLEDGEMENT

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