mindteck india ltd Directors report

To the Members,

The Directors hereby present the Thirty-Second Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2023. The Consolidated performance of the Company and its Subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(in Rs. Million, unless otherwise stated)

	Standalone		Consolidated
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from operations	1,295.1	1,142.5	3,367.3	2,987.8
Other income	32.9	35.5	44.3	50.7
Employee benefits expense	919.6	784.8	2,112.9	1,889.0
Cost of technical sub-contractors	38.9	34.0	729.5	636.8
Other expenses	125.3	152.2	254.0	254.3
Profit before finance cost, depreciation, taxes, amortisation	244.2	207.0	315.2	258.4
Finance cost	6.0	5.0	10.1	9.2
Depreciation and Amortisation expense	42.7	46.5	45.3	50.2
Exceptional Item (income)/expense	-	6.2	-	(181.8)
Profit Before Tax	195.5	149.3	259.8	380.8
Tax expense	46.8	39.5	52.1	47.7
Profit After Tax	148.7	109.8	207.7	333.1
Paid-up Equity Share Capital	252.7	257.1	248.6	253.0
Basic Earnings Per Share (EPS) (in Rs.)	5.82	4.28	8.26	13.19

2. COMPANY AFFAIRS Standalone

On a Standalone basis, your Company recorded revenue of Rs. 1,295.1 million, as against Rs. 1,142.5 million in the previous financial year. Mindtecks profit after tax stood at Rs. 148.7 million, as against Rs. 109.8 million in the previous financial year. At an operating margin level, Mindteck recorded EBITDA (including other income and excluding exceptional items) of Rs. 244.2 million (18.9%) during this financial year as against Rs. 207 million (18.1%) last year.

Consolidated

During the financial year under review, your Company recorded

Consolidated revenue of Rs. 3,367.3 million as against Rs. 2,987.8 million in the previous financial year. Of the Consolidated revenue that was recorded, 47.45% is attributed to the US and the balance pertains to the rest of the world.

Mindtecks Consolidated profit after tax for the financial year stood at a profit of Rs. 207.7 million, as against Rs. 333.1 million (includes a one-time exceptional item of Rs. 181.8 million) in the corresponding previous financial year. At an operating margin level, Mindteck recorded EBITDA (including other income and excluding exceptional items) of Rs. 315.2 million (9.4%) during this financial year as against Rs. 258.4 million (8.6%) last year.

There were no material changes and commitments affecting the financial position of the Company which occurred end of the financial year of the Company to which the financial statements relate and the date of this report.

3. DIVIDEND

The Board has recommended a dividend of 10% (Re. 1 per Equity

Share of Rs. 10 each) for the year ended March 31, 2023. This shall be paid to those shareholders of the Company as on August 04, 2023, being the cut-off date for the dividend, subject to

Shareholders approval in the ensuing Annual General Meeting.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck is a renowned provider of engineering value and technology expertise, catering to a prestigious clientele consisting of Fortune 1000 companies, start-ups, leading universities, and government entities worldwide. Since its inception in 1991, the Companys niche knowledge and specialised skills have led to collaborations with industry leaders, including the top players in Data Storage,

Medical Devices, Semiconductors, and Analytical Instruments.

With a comprehensive range of capabilities in embedded systems, enterprise applications, testing, and professional services, Mindtecks expertise perfectly complements its expanded focus on digital engineering. The Companys process capability and maturity have been validated through an appraisal at CMMI Level

5, setting it apart from its peers.

Mindteck has a proven track record of delivering valuable support to clients, maximising their R&D and technology investments, gaining a competitive edge, and preparing for the future. The Company fulfills diverse requirements such as product design and reengineering, compliance fulfillment, test framework conceptualisation and development, system automation and modernisation, control and themonitoring software development, cloud migration and enablement, data visualisation and analytics, AI and ML-based solutions, wireless communications, and top-notch IT talent sourcing and retention.

To ensure efficient service delivery, Mindteck adopts a flexible ‘best-shore delivery model, offering a mix of onsite, offshore, near-shore, and hybrid options across geographies.

Mindteck has established strategic partnerships and alliances with renowned entities such as Intel Partner Alliance, Microsoft Gold Application Development Partner, SNIA, CMMI Institute, and the IoT Global Network. The Company is also a proud founding member of The Atlas of Economic Complexity, a data visualisation tool developed by Harvard Universitys Center for International Development.

In recent years, Mindteck has consistently improved its industry ranking, benchmarking its capabilities as a service provider across various domains. The Company has made significant advancements in ER&D services and continues to excel in its digital engineering endeavors.

PRODUCT ENGINEERING

In todays fast-paced business landscape, organisations face constant change and rising consumer expectations. With products becoming smarter and product life cycles growing shorter, organisations must navigate emerging technology trends and dynamic market conditions to stay competitive. The key to success lies in achieving accelerated time to market and time to profit.

To meet these challenges head-on, organisations require a reliable partner who can help them seize unprecedented innovation opportunities and streamline their product development life cycle operations to establish a resilient core. Mindteck is that partner, bringing extensive engineering expertise to drive innovation, design, build, test, upgrade, and scale complex next-generation products and systems.

Embedded Design Systems

Mindteck has extensive experience in developing sophisticated embedded computing solutions for various domains and industries. The Company offers a comprehensive suite of services, from product conceptualisation to design and field testing. Complex embedded systems challenges are solved in advanced medical devices and cutting-edge semiconductor systems.

Tailored solutions to meet clients requirements and collaborative approach to ensure high performance, reliability, and efficiency. Mindteck helps the customers overcome the hurdles in embedded systems development with end-to-end approach. The services include product vision and architecture, hardware and firmware design, integration, testing, and validation. Best practices and latest technologies to optimise clients embedded systems are applied.

Mindteck delivers exceptional embedded system solutions that drive innovation and enhance the clients edge. The challenges and requirements of each industry are understood, and customised solutions developed accordingly. With Mindteck as a partner, clients are able to navigate the complexities of embedded systems development, accelerate their time to market, and achieve their objectives.

Internet of Things (IoT)

Mindtecks IoT Services offer a comprehensive suite of solutions that enable businesses to harness the power of data-driven insights and analytics. Expertise in IoT device management, coupled with a wide range of industry use cases, positions Mindteck as a trusted partner in driving operational excellence, enhancing customer experiences, and optimising business performance through the seamless integration of IoT technologies.

Mindteck distinguishes itself as a leader among IoT device management companies, offering high-quality services to clients across various sectors, including manufacturing, energy and utilities, consumer electronics, and security industries. The Company has implemented numerous use cases, such as edge computing, preventive maintenance in smart manufacturing, asset monitoring and tracking, connected vehicles, commercial/industrial/agricultural equipment maintenance and optimisation, smart buildings and homes, smart energy management, wearables for patient monitoring, and remote diagnostics for medical equipment.

Digital technologies have become integral to the operational aspects of various industries, including industrial control systems, asset monitoring, video surveillance, predictive maintenance, intelligent transport infrastructure, freight and passenger information systems, safety systems, and cybersecurity. These technologies, coupled with IoT sensor technologies and analytics, enable the collection of diverse operational data and the prediction of safety, performance, and other critical parameters.

Mindtecks IoT services and solutions are designed to be efficient, cost-effective, secure, and customizable, allowing real-time data collected from connected devices and products to be transformed into valuable insights and analysis for informed decision-making and enhanced business productivity.

Highlights for EDS and IoT in 2022-23 are as follows-

A project involved designing and developing a ruggedised CPU board for a client based in Singapore. This customised product, intended for military applications, required comprehensive hardware and firmware development.

• Formed partnership with a new customer in the test and measurement sector to collaborate on FPGA design and validation.

• Engagements with a Malaysian company focused on Android development for radio products.

• A partnership with a Singapore-based university enabled to collaborate on the design and development of a data acquisition module.

Involved in the long-term product development and maintenance of smart metering HHU (Handheld Unit) device software for a test and measurement company, ensuring its continuous improvement and functionality.

• The team developed a storage security product for a leading engineering company, targeting enterprise device management of portable storage devices.

• Successfully delivered a large-scale operational monitoring and management project for a leading global provider of

ICT, infrastructure and smart devices that provides network services all across the APAC region.

A global company focused on developing biomarker assays for their proprietary digital health platform, engaged with

Mindteck to develop a portable battery-operated device. This device enables patients to monitor blood glucose, HbA1c, lipid profile, and hemoglobin levels. Through Bluetooth connectivity to smartphones, patients can seamlessly track their glucose levels, receive timely support for hypoglycemia, and connect daily glucose variations with their diet and physical activity.

Completed projects for a public sector undertakings (PSU) involving the development of multiple web applications and the design of a control mechanism for doors.

Expertise in Linux kernel optimisation was utilised in a project for an equipment manufacturer, enhancing the performance o systems. andefficiency

• Partnered with a medical device manufacturer specialising in diagnostic, therapy, reprocessing, and system integration.

Team developed firmware for their new products, including video endoscopes, rigid endoscopes, HICURA, TURis, ETD4, video management systems, and other related products.

Successfully executed a project for an existing client, developing wireless sensor devices tailored to their specific requirements.

• Another recent achievement includes winning a project to develop hardware for energy test equipment.

Expertise in control system development for relay panels was leveraged in a repeat project for a Canadian Electrical equipment manufacturer.

Proud to have rolled out a mobile computing companys Demo App to end-users, marking a successful conclusion to the product development process. This accomplishment further demonstrates Mindtecks ability to deliver cutting-edge solutions that meet client expectations.

Medical devices and Healthcare

In the rapidly evolving digital landscape, the medical devices and healthcare industry is experiencing a significant increased adoption of digital technologies. Mindteck recognises the importance of healthcare organisations adapting to this transformative era to effectively manage the consumer experience.

Healthcare companies face challenges such as rising costs of care, industry consolidation, and regulatory compliance. To overcome these challenges, the Company empowers organisations to leverage next-generation technologies such as Automation, AI, Analytics, and digital experience. By embracing advanced technologies and integrating them into their business strategies, healthcare organisations can achieve accelerated growth across the entire value chain. The expertise enables to provide tailored solutions that drive operationalefficiency, enhance patient care, and improve overall outcomes.

Mindteck is committed to helping Medical companies navigate the digital era and harness the power of technology to meet the evolving needs of consumers and the rapidly changing healthcare landscape.

Highlights of 2022-23 include

• Acute Monitoring Platform Mindteck is a part of a team is part of a futuristic Acute Monitoring Platform project, contributing to a connected care digital platform that provides insights on the vital parameters generated out of multiple remote patient monitoring systems.

• Post-operative heart health monitoring solution – critical part of development of a digital care platform, addressing the key requirement of Value-based healthcare for the US market.

• Successfully carried out a Cybersecurity assessment for

‘Software as a Medical Device product from one of the US healthcare customers fulfilling the requirements of FDA regulations.

• An Android app used to communicate with Remote Patient

Monitoring device, where data transfer takes place between Remote Patient Monitoring device and Listener using android native code. The device receives real time vitals, patient data, waveforms, alarm settings and messages will be processed by the app which is displayed on a PhoneGap web view using Java Script and HTML.

Analytical Instruments

With over 32+ years of experience, Mindteck has established a strong presence in the Analytical Instruments industry, delivering comprehensive and tailored solutions to all its clients. The specialised services cater to the unique needs of the industry and the Company offers custom application development for analytical instruments, ensuring seamless integration and optimal performance. The embedded efficientand solutions enable precise instrument control, empowering clients to deliver superior results. Additionally, LIMS, data acquisition and analysis software are developed that enables valuable insights and actionable intelligence.

Quality is paramount in Mindtecks services. The Company employs independent verification and validation a strong focus on software quality assurance, ensuring that the solutions meet the highest standards of reliability and accuracy.

It also offers enhancement and re-engineering of applications, optimising their functionality and extending their lifespan.

Highlights of 2022-23 include shift driven by

• For a leading provider of innovative solutions and technologies for scientific research and analysis an advanced BI Tool is being developed which is a web-based dashboard designed to empower users with valuable insights and facilitate informed decision-making. With a focus on laboratory productivity and efficiency, this tool provides detailed analysis of all assets, enabling users to optimise their operations and drive better outcomes.

UI/UX for high throughput and high resolution NanoScope, developed complex controls for 3-D rendering in 4K resolution.

This was developed for a leading provider of advanced scientificinstruments and solutions for research and industry.

Data Storage:

Mindtecks expertise lies in catering to leading providers of Hyperconverged Storage Infrastructure (HCI), Composable Infrastructure, Storage Data Management Software, and Enterprise/Datacenter Storage Equipment. A distinct blend of domain knowledge is developed, expertise, and capacity to serve as an extended engineering team for Storage clients. Mindtecks system development capabilities encompass a wide range of functionalities, such as implementing speed negotiation in NIC drivers and integrating IPV6 for different RAID levels. Development-driven qualification and white box testing are undertaken to ensure optimal performance. Additionally, the expertise extends to the creation of drivers and Platform

Diagnostics, including Baseboard Management Controller (BMC) software that supports IPMI and Redfish, facilitating efficient remote server management.

The Company specialises in developing valuable tools for the industry. The team provides tools that enable testing of high-risk platform configurations, enhancing the reliability and performance of storage solutions. Custom tools for test management are created. Furthermore, Hardware Acceptance Test Framework

(HATS) Tools are created, which ensure comprehensive hardware testing for seamless integration. Mindteck leverages its expertise in frameworks like EXT-JS, Angular JS, and React to create robust and user-friendly web applications. It also specialises in Flash to HTML5 porting, enabling the modernisation of web applications and ensuring cross-platform compatibility.

Highlights of 2022-23

• Cloud Storage: Mindteck was actively involved in development and testing a petabyte-scale cloud storage solution a global leader in traditional storage. Challenges involved building scalable S3 object storage, developing and testing various software subsystems in a scaled agile mode. This Cloud Solution provides its end customers with a truly scalable

Object Oriented Storage Solutions with no Vendor locking, absolute transparent and predictable pricing that involve on egress or API charges. Key technologies involved in the project include Go Lang, MinIO for Object Storage.

• The team also contributed in QA and validation of a flagship product for a global leader in data storage and management solutions. It is a data management software that offers a superior universal storage platform that addresses customers cloud data needs. It supports the same operating system in the cloud and on premises that extends the value of customers data fabric without having to train IT staff in all-new methods to manage data on Cloud. Mindteck contributed in QA and validation of Cloud environment set-up for users (Create & delete Volume/Sub-Volume, Snapshot), Cross region replication, data backup, permissions, protocols, allocation limits and reserved capacity. The key technology used are Linux, Jenkins, Kubernetes, Python, Bitbucket, Jira, Robot/Pytest frameworks, Postman, GCP & Azure NetApp files. The team contributed in test automation, framework/API enhancements, regression testing, manual testing and API testing.

Worked on High Available & Metro Cluster where the function feature testing and regression testing in SANOWN are performed, Non-disruptive upgrade, Interconnect, Failover monitoring and disaster recovery. The Key technologies used are Linux, Automation using Python, Protocols (NFS, CIFS, iSCCI, FCP).

Semiconductor

The semiconductor industry is constantly evolving and requires software and hardware solutions that can meet its specific needs and challenges. Mindteck is a leading provider of such solutions, with decades of experience in serving equipment manufacturers, subsystem vendors, and FABS. Mindteck enhances the software features, performance, and productivity of its clients by offering a range of services in equipment software, factory automation, specialised controls, and solution accelerators.

Seamless integration with existing systems is ensured by using standard protocols and SEMI FA Standards (200mm and 300mm) along with Factory automation for efficient data exchange and synchronisation across the manufacturing process. This is facilitated by implementing SECS/GEM Driver, FA testing, AMHS integration, FA simulation, recipe server development, and MES interface integration. Specialised controls are crucial for optimising operations and productivity which is delivered by using R2R control systems, predictive analytics, and machine vision technologies for quality inspection and control. Mindteck provides accelerators designed to promote quick solution development and enhance overall efficiency, like device simulators, automated testing frameworks, FA test harnesses, E95 UI widgets, and USBCAN-based DeviceNet Master. Highlights for 2022-23 includes

• Mindteck is designing & developing a common Cluster Tool Controller Framework software from scratch for a capital equipment manufacturer,alsoimplementingtoolspecificfeatures and functionalities on top of the CTC framework. This framework will support their existing and new equipments going forward.

• Preparing data strategy for a complete Enterprise Data

Management Platform and its components like Data Integration, Data Storage & Management, Data Distribution, Analytics, Apps, Reporting, and support the business operations. Designing, Integrating, building pipelines, data preparation, ETL, maintaining, and troubleshooting new/ existing systems that are used to store and process data along with creating dashboards and reports.

Testing

Mindteck excels in comprehensive end-to-end testing, including manual black box testing, test automation, security/penetration testing, regression testing, performance testing, prototype testing, unit testing, multilingual testing, and business/user acceptance testing. The extensive experience covers a wide range of areas, including web, mobile, and embedded device applications, networks, hardware and firmware, databases, web services, cloud, connectivity, and interoperability. Additionally, our specialised expertise in domain-specific testing, particularly in data storage, sets us apart in delivering exceptional testing services to our clients.

Highlights for the FY 2022-23 include:

• End-to-end manual testing, automation testing, performance and BCDR testing for a Building Management System catering to next-generation smart stadiums and integration components.

Automated test design and framework development for the digital platform solution of a leading medical device and patient care application.

IT INFRASTRUCTURE SERVICES

The Company established a dedicated IT Infrastructure team focused on the following portfolio of services:

Remote Infrastructure Support

Remote Infrastructure Management (RIM) including the management of computer hardware and software, such as workstations, servers, network devices, storage devices, and IT security devices. Sub-services include:

• Data Centre Management: Monitoring and management of servers, database, middle tier application, messaging and storage

• Network Management: Monitoring and management of routers, switches, VOIP devices and network links

• Security Management: Monitoring and management of firewall, IPS, IDS, VPN, PKI, etc.

• Desktop Management: Remote maintenance of desktop/ laptops, file and print servers, printer and scanners

ITIL-Compliance, Processes, SLA:

• Proactive monitoring and incident management

Problem change and configuration management

• Asset management and patch management

• Availability management

• Process consulting, audits and reviews 24/7 support

Vulnerability Assessment and Penetration Testing (VA/PT):

VA/PT helps to protect against network and application breaches by providing visibility of security weaknesses and the guidance to address them. It is increasingly important for enterprises that want to achieve compliance with standards, including the GDPR, ISO 27001 and PCI DSS.

Vulnerability Assessment – carried out through vulnerability scans, is designed to help identify, classify and address security risks. This exercise does not include exploiting the vulnerabilities observed during the scanning process.

Penetration Testing – a multi-layered security assessment that uses a combination of machine and human-led techniques to identify and exploit vulnerabilities in the infrastructure, systems and applications.

Service areas include:

• Network VA/ PT involving a rigorous testing of the network to obtain information of backdoor entries into a network. It establishes the possibility of penetrating the network to obtain access to the internal IT infrastructure, application software and data.

• Infrastructure VA involves the scanning of the IT infrastructure to ensure that IT assets are configured as per business and security requirements, and that the internal environment is safe and secure.

• Application Software VA/PT – vulnerabilities within web-based application software (internet and mobile) are easily exploited to obtain sensitive data or compromise customer information. Automated and manual tests are carried out to identify such vulnerabilities and ensure the robustness of the application.

Change in Nature of Business

There were no changes in the Nature of Business of the Company during the year.

5. QUALITY

During FY 2022-23, Mindteck increased focus on improving the quality management system to keep it abreast of emerging and new technologies by introducing application development on cloud guidelines, enhancing AGILE processes and introducing application security during development lifecycle. The organisation successfully retained certifications such as ISO 9001:2015, ISO 13485:2016 and ISO 27001.

The quality journey is continuing through migration of QMS to latest framework such CMMI version 2.0 and in improving delivery processes aligned to the organisation business strategies for improved capability, consistent delivery & customer satisfaction.

On the Information Security Management System, many processes were enhanced, and several guidelines introduced such as Managing Ransomware Attacks, Security in Virtual Private Networks, Information security requirements in Healthcare Industry such as HIPAA etc. Also, the roadmap to migrate to ISO27001:2022 version has been initiated.

6. INFRASTRUCTURE

Mindteck has local offices in the US, Canada, UK, Germany, Singapore, Malaysia, Bahrain and India. In addition to space for workstations, conference rooms, meeting rooms, and a world-class communications system, the Companys infrastructure includes two development centres equipped with R&D laboratories (Bengaluru and Kolkata, India).

At the start of the pandemic, the Company made the requisite adjustments in its IT infrastructure to ensure productive and safe in-office and remote workplace environments for both essential and other employees, while contending with peaks in the spread of the virus. Specifically, access to conferencing platforms was expanded, and critical support for new joinees and existing employees was provided continuously on a rotational basis by the

IT team, security officers, an electrical team and courier services.

Additionally, the Company initiated plans for investment in hybrid workforce management capabilities such as productivity, security and asset management tools.

7. SUBSIDIARIES

On March 31, 2023, Mindteck had six wholly owned subsidiaries: Mindteck, Inc. (United States), Mindteck Middle East Limited WLL (Bahrain), Mindteck Software Malaysia SDN. BHD. (Malaysia), Mindteck Singapore Pte. Ltd. (Singapore), Mindteck (UK) Limited (United Kingdom), and Chendle Holdings Limited (British Virgin Islands). Mindteck (UK) Limited has one subsidiary: Mindteck Germany GmbH (Germany), and Mindteck, Inc. has one subsidiary: Mindteck Canada, Inc. (Canada). Mindteck Solutions Philippines, Inc. is under closure.

The Consolidated Financials have been audited and form part of this Annual Report. The financials of the subsidiaries have also been audited by the respective Auditors except Chendle Holdings Limited. The Consolidated Financials have been prepared and audited in strict compliance with the applicable Accounting

Standards and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. All information, including (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation and (j) proposed dividend as directed by the Ministry of Corporate Affairs, has been disclosed in the Consolidated Financial Statement. Financial Highlights with the

Indian rupee equivalent of the figures given in the foreign currency, along with exchange rate as on closing day of the financialyear, and the statement pursuant to Section 129 (3) of the Companies Act, 2013 in Form AOC-1, forms part of this Boards Report as

Annexure-1.

Further, the Company undertakes that the annual accounts of the

Subsidiary Companies and the related detailed information will be made available to any investor seeking such information at any point of time. The annual accounts of the Subsidiary Companies and related information will also be kept for inspection by any investor at Mindtecks registered office.

is available on the Investors section of the Companys website (www.mindteck.com). The Holding, as well as Subsidiary Companies, regularly file the applicable data to various regulators and government authorities, as and when required.

None of the Subsidiaries, Joint Ventures or Associate Companies ceased during the year.

8. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the financial year were on an arms length basis and in the ordinary course of business.

There were no material Related Party Transactions made by the

Company with Promoters, Directors, Key Managerial Personnel, or other designated persons and their relatives except with its wholly owned subsidiaries. The particulars of such contracts or arrangements with related party are attached as Annexure-2.

During the financial year, your Company had contributed towards Corporate Social responsibility to Keyed Foundation in which one of the Directors is an Independent Director of the Company.

9. LITIGATION

There was no material litigation outstanding as on March 31, 2023.

10. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 65,533 equity shares against employees stock options during the financialyear. Further, 5,14,224 equity shares were bought back by the Company in the open market through stock exchange mechanism as per relevant provisions of Securities and Exchange Board of India (Buy-back of The issued, Securities) Regulations 2018, during the financial subscribed and paid-up Equity Share Capital was Rs. 25,26,50,930 as on March 31, 2023.

11. FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013, forms part of the notes to the Financial Statements provided in the Annual Report.

13. TRANSFER TO RESERVES

During the financial year, the Company has transferred Rs. 5.1 million to Capital redemption reserve on account of buyback of shares.

14. DIRECTORS

As per Section 152 of the Companies Act, 2013, Mr. Meenaz

Dhanani (DIN: 06705048) retires by rotation as a Director in the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. A brief resume of Mr. Meenaz

Dhanani is included in the Annexure to the Notice of the Annual General Meeting.

The Board of Directors have re-appointed Mr. Anand Balakrishnan (DIN: 05311032) as Managing Director and CEO for a period of three (3) years w.e.f. March 01, 2023, as recommended by the Nomination and Remuneration Committee for which the approval from shareholders with requisite majority was already obtained through Postal ballot notice dated March 02, 2023. In addition to the above, Mr. Satish Menon and Mr. Subhash Bhushan Dhar were re-appointed as Independent Directors for the second term of five (5) years w.e.f. May 14, 2023, and May 29, 2023, respectively, from the shareholders with requisite majority through Postal ballot notice dated March 02, 2023.

Declarations by Independent Directors

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under

Regulation 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sub-Section 6 &

7 of Section 149 of the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Company has carried out an annual performance evaluation of the Board, Individual Directors, as well as

Committees and Chairperson.

Board Diversity

The Company places great emphasis on the principle of diversity, including gender diversity. Diversity throughout the organisation makes great business sense. The Company maintains that appointments to the Board should be based on merit, as well as complement and expand the skills, knowledge and experience of the Board as a whole.

Policy on Directors Appointment and Remuneration

Mindteck has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on date, the Board consists of eight Directors, one of whom is Managing

Director and CEO; three are Non-Executive including one-woman Director and four are Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Sub-section (3) of Section 178 of the Companies Act, 2013, is adopted by the Board, and uploaded on the Companys website (www.mindteck.com). We affirm that the remuneration paid to the

Directors is as per the requirements of the Companies Act, 2013.

Number of Meetings of the Board

The Board met four times during the Financial Year, the details of which are given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between two meetings was within the limit prescribed by the Companies Act,

2013 and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

Vigil Mechanism/Whistleblower Policy

The Company has established a Whistleblower Policy for Directors,

Employees and other Stakeholders to report their genuine concern, and the said policy is attached as Annexure-3.

Constitution of Internal Complaints Committee

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013.

15. AUDITORS

Statutory Auditor

At the 31^st Annual General Meeting held on August 12, 2022,Members of the Company appointed Statutory Auditor, Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No. 121750W/W-100010), Bengaluru for a period of five (5) years, who shall hold the office up to the conclusion of the 36 ^th Annual General Meeting. During the year, the Statutory Auditor confirmed its eligibility and independence criteria to hold office.

Secretarial Auditor

CS S Kannan, a Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the FY 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2022-23 forms part of this Boards Report as Annexure-4.

Cost Auditor

The maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013, is not applicable to the Company, and accordingly such accounts and records are not maintained.

The Board noted the reports provided by the Statutory Auditor and

Secretarial Auditor, and confirmed that there are no qualifications, reservations or adverse remarks.

16. ANNU AL RETURN

In accordance with Section 92(3) and 134(3)(a) of the Companies

Act, 2013, the annual return in the prescribed format is displayed on the website of the Company (Weblink: https://www.mindteck. com/annual-return).

17. SIGNIFICANT AND MATERIAL ORDERS

There were no significant

Regulators, the Courts, or Tribunals impacting the going concern status and the Companys operation in the future. The details of Tax Matters are disclosed in the Standalone Financial Statements.

18. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures.

19. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME

Mindteck has an established familiarisation programme for its Independent Directors. The business heads, Managing Director and CEO, Delivery Head, Chief Financial Officer and the Company Secretary make presentations on business models, nature of industry and its dynamism, the roles, responsibilities and liabilities of Independent Directors. Further, updates on business, statutory law and industry are made available to

Independent Directors especially to the Audit Committee members on an ongoing basis by internal teams, and Statutory & Internal Auditors on a quarterly basis.

20. P ARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-5 to the Boards report.

The list of employees who were employed throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more, or employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month, and the List of Top 10 employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are in the following page: and material orders passed by the 14 Mindteck 2022 23 Annual Report

Boards Report

Top 10 employees of the Company based upon the remuneration drawn during the FY 2022-23

		Remuneration	Nature of					Last	Percentage of Equity Shares held by the employee in the	Any such employee is a relative of any Director or Manager of the Company and if so,
Employee Name	Designation	Received (in Rs.)	Employment	Qualification	Experience (in years)	Date of Commencement of Employment Age		Employment	Company	name of such Director or Manager
Anand Balakrishnan	Managing Director	1,78,33,821	Contractual	CA and CPA	30	30-Jan-2019	50		0.04%	NO
	and CEO							Wipro GE Healthcare Private Limited
Ramachandra M S	Chief Financial Officer	70,31,116	Employee	CA and DipIFR	17	01-Jul-2019	43	Spera Management	0.00%	NO
								Group
Harish A Nair	Sr. Vice President -	63,78,650	Employee	MBA	26	15-Oct-2020	49		0.01%	NO
	Sales							UST Global International Private Limited
Shivarama Adiga S.	Vice President -	58,57,788	Employee	C.S, M.Com and LLB	46	18-Mar-2013	64	Diligent Media	0.02%	NO
	Company Secretary							Corporation Limited
Pradeep Kizhakkethil	Vice President -	53,15,203	Employee	MHRM, PGDHRM	26	02-Aug-2012	50		0.01%	NO
	Human Resources							IDExcel Technologies Private Limited
Satish Kumar V S	Practice Head -	49,68,893	Employee	B.E. and PGDBA	22	11-Oct-2021	54		0.00%	NO
	Medical & Health Care							L & T Technology Services Ltd
V Manju Reddy	Associate Vice	41,89,790	Employee	B.E.	28	01-Oct-2020	50	Digital Systems	0.00%	NO
	President – EDS
	Senior Regional
Rajith Rajagopal	Director – Account	41,36,544	Employee	B.Sc.	22	14-Jun-2021	52	Corporater A S	0.00%	NO
	Management (US/UK/
	Europe)
Sudhir Kumar Singh	Group Head - Storage	41,28,590	Employee	M.E.	31	14-Jun-2022	56	ITC Infotech India Limited	0.00%	NO
Saibal Dey	Group Head -	39,71,529	Employee	B.Sc.	30	12-May-2003	53	Cygnus Software Private	0.01%	NO
	Semiconductor							Limited

List of employees who were employed throughout the financial year and in receipt of remuneration of Rs.102 lakhs or more, or employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month

		Remuneration	Nature of	Qualification				Last	Percentage of Equity shares held by the employee in the	Any such employee is a relative of any Director or Manager of the Company and if so,
Employee Name	Designation	Received (in Rs.)	Employment		Experience (in years)	Date of Commencement of Employment Age		Employment	Company	name of such Director or Manager
Anand Balakrishnan	Managing Director and CEO	1,78,33,821	Contractual	CA and CPA	30	30-Jan-2019	50	Wipro GE Healthcare Private Limited	0.04	NO

21. C OMMITTEES OF THE BOARD

Currently, the Board has four Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social

Responsibility Committee, and Stakeholders Relationship

Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance report in this Annual Report.

The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit Committee	Mr. Jagdish Malkani - Chairperson	The Committee oversees the Companys financial reporting process and disclosures of its financial information to ensure accuracy and reliability.
	Mr. Satish Menon– Member
	Mr. Yusuf Lanewala Member	The Company has adopted the Whistleblower Policy for Directors, Employees and other Stakeholders to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Business Conduct and Ethics. The Whistleblower Policy is attached as
	Ms. Keyuri Singh-Member
	Mr. Guhan Subramaniam-Member
	Mr. Subhash Bhushan Dhar-Member	Annexure-3 to the Boards Report.
		In accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policies on related party transactions and material subsidiaries. The policies, including the Whistleblower Policy, are available on the Companys website.
Nomination and Remuneration Committee	Mr. Guhan Subramaniam- Chairperson Mr. Yusuf Lanewala - Member	The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors.
	Mr. Subhash Bhushan Dhar –Member	The Committee has designed and continuously reviews the compensation program for the Managing Director, Key Managerial Personnel and Senior
	Ms. Keyuri Singh Member Mr. Jagdish Malkani Member Mr. Satish Menon–Member	Management to align both short and long-term compensation with business objectives, and to link compensation with the achievement of measurable performance goals.
		The Committee structures compensation to ensure that it is competitive in the global markets in which it operates in order to attract and retain the best talent. The Committee intends to have a combination of stock options and performance-based stocks to align Senior Management compensation.
		The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is uploaded on the Companys website. (Weblink: https://www.mindteck.com/assets/ investor_pdf/Nomination_Remuneration_Policy.pdf).
Corporate Social Responsibility Committee	Mr. Yusuf Lanewala Chairperson Mr. Anand Balakrishnan Member	The Board has laid out the Companys policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.
	Mr. Jagdish Malkani Member
	Mr. Subhash Bhushan Dhar – Member	The Company allocates 2% of its average net profits of three years immediately preceding the financial beneficiaries.
		The Annual Report on CSR Activities is attached as per the prescribed format in Annexure -6 to the Boards Report.
		The contents of the CSR policy are available on the Companys website (Weblink: https://www.mindteck.com/assets/investor_pdf/CSR_Policy.pdf)
Stakeholders	Mr. Satish Menon- Chairperson	The Committee reviews and ensures redressal of investor grievances.
Relationship Committee	Mr. Yusuf Lanewala-Member Mr. Guhan Subramaniam Member	The Committee notes all the grievances of the investors and takes suitable action accordingly.
	Mr. Meenaz Dhanani-Member

22. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management (ERM) framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimise adverse impact on business objectives, and enhance the Companys competitive advantage. The business risk policy defines the risk management approach across the enterprise at various levels, including documentation and reporting. The model has different modes that help in identifying risk trends, exposure and potential impact analysis at a Company level and also separately for different business segments. The Company has identified various risks and also has mitigation plans for each risk identified.

23. C ORPORATE GOVERNANCE REPORT

Mindteck recognises good Corporate Governance and is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability, for the benefit its stakeholders and for long-term success. Mindteck adheres to the standards set by SEBI for Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a report on Corporate Governance pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The details of the remuneration to all the Directors for the FY 2022-23 are reflected in the Corporate Governance Report. A Compliance Certificate on Corporate Governance forms part of this report as Annexure-7.

24. MANA GEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is part of this Annual Report.

25. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to the information and explanations obtained by the Company, the

Directors made the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policy as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently. Judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit of the Company for the year ended on that date;

c. that proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. CSR INITIATIVES

During FY 2022-23, more than 2% of Mindtecks previous three years average net profits were allocated towards the following initiatives:

Gandhi Old Age Home: Mindteck contributed towards procurement of Hospitalisation cots and side tables for elderly people.

Keyed Foundation: As in the past, Mindteck contributed towards the ‘School Readiness Program in Government Schools. of

27. MIND TECK EMPLOYEES STOCK OPTION SCHEMES

Mindteck believes in the policy of enabling Mindteckers to participate in the ownership of the Company and share in its wealth creation as they are responsible for the Management growth and success of the Company. The Company has four Employees Stock Option Schemes: Mindteck Employees Stock Option Scheme 2005, Mindteck Employees Stock Option Scheme 2008, Mindteck Employees Stock Option Scheme 2014, and Mindteck Employees Stock Option Scheme 2020.

a. Mindteck Employees Stock Option Scheme 2005

During the year ended March 31, 2023, under this Scheme, the Company did not grant any options but allotted 3,200 shares to the eligible employee. There has been no variation in the terms of ESOP Scheme during the year.
b. Mindteck Employees Stock Option Scheme 2008

During the year ended March 31, 2023, under this Scheme, the Company did not grant any options but allotted 33,333 shares to the eligible employee. There has been no variation in the terms of ESOP Scheme during the year.

c. Mindteck Employees Stock Option Scheme 2014

During the year ended March 31, 2023, under this Scheme, the Company granted 2,50,000 options on March 01, 2023, at an exercise price of Rs. 115.65/- and allotted 29,000 shares to the eligible employee. There has been no variation in the terms of ESOP Scheme during the year.

d. Mindteck Employees Stock Option Scheme 2020

During the year ended March 31, 2023, under this Scheme, the Company granted 1,42,500 options on May 03, 2022, at an exercise price of Rs. 40/- to the eligible employees & 7,500 options on May 20, 2022, at an exercise price of Rs. 40/- to the eligible employee and did not allot any shares. There has been no variation in the terms of ESOP Scheme during the year.

The Details of the Employees Stock Option Schemes, as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are displayed on the website of the Company.

(Weblink: https://www.mindteck.com/assets/investor_pdf/ Disclosures-pursuant-to-SEBI-SBEB-SE-Regulations-2021.pdf)

28. MINDTECK EMPLOYEES WELFARE TRUST

The Mindteck Employees Welfare Trust (MEWT) was set up in the year 2000. The Company has implemented a new Scheme named as Mindteck Employees Stock Option Scheme 2020 in lieu of earlier Companys Share Incentive Scheme. The Scheme has 4,16,000 shares of the Company, which shall be administered and transferred through MEWT. As on March 31, 2023, the said Trust holds 4,16,000 shares of the Company and has not transferred any shares to the employees of the Company under the said scheme.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO

Particulars that are required to be disclosed under Sub-Section (3)(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are set out in Annexure-8 included in this Report.

30. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of co-operation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Companys growth. We thank employees at all levels across the Group for their valuable contribution in our progress even during COVID-19 pandemic and look forward to their continued support.