Mindteck India Ltd Directors Report

To the Members,

The Directors hereby present the Thirty-Fifth Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2026. 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, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from operations	1,496.5	1,550.9	4,073.0	4,244.2
Other income	87.5	54.4	100.6	75.4
Employee benefits expense	1,027.5	1,000.6	2,435.9	2,393.2
Cost of technical sub-contractors	55.9	41.0	938.9	984.1
Other expenses	161.4	263.7	318.8	514.3
Profit before finance cost, depreciation, taxes and amortisation	339.2	300.0	480.0	428.0
Finance cost	5.7	5.2	10.8	11.0
Depreciation and Amortisation expense	44.1	45.1	45.7	46.8
Exceptional Item (expenses)/Income	-53.0	-	-33.9	-17.3
Profit Before Tax	236.4	249.7	389.6	352.9
Tax expense	62.4	61.5	74.4	66.1
Profit After Tax	174.0	188.2	315.2	286.8
Paid-up Equity Share Capital	319.5	319.1	319.5	319.1
Basic Earnings Per Share (EPS) (in Rs.)	5.44	5.91	9.86	9.02

2. COMPANY AFFAIRS Standalone

On a Standalone basis, your Company recorded revenue of Rs. 1496.5 million, as against Rs. 1550.9 million in the previous financial year. Mindtecks profit after tax stood at Rs. 174.0 million, as against Rs. 188.2 million in the previous financial year. At an operating margin level, Mindteck recorded EBITDA (including other income and excluding exceptional items) of Rs. 339.2 million (22.7%) during this financial year as against Rs. 300.0 million

(19.3%) last year.

Consolidated

During the financial year under review, your Company recorded

Consolidated revenue of Rs. 4,073.0 million as against Rs. 4,244.2 million in the previous financial year. Of the Consolidated revenue that was recorded, 39.2% is attributed to the US and the balance pertains to the rest of the world.

Mindtecks Consolidated profitaftertaxforthefinancialyear stood at a profit of Rs. 315.2 million, as against Rs. 286.8 million in the corresponding previous financial year. At an operating margin level, Mindteck recorded EBITDA (including other income and excluding exceptional items) of Rs. 480.0 million (11.8%) during this financial year as against Rs. 428.0 million (10.1%) last year.

There were no material changes and commitments affecting the which occurred financial between the 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, 2026. This shall be paid to those shareholders of the Company as on August 06, 2026, 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 trusted partner in engineering excellence and technology innovation, proudly supporting a global clientele that includes Fortune 1000 companies, emerging start-ups, top-tier universities, and government institutions. Since 1991, our deep domain expertise has enabled us to collaborate with leaders in high-impact industries such as data storage, medical technology, semiconductors, and analytical instrumentation.

Mindteck offers a comprehensive portfolio of services spanning Embedded Systems, Enterprise Applications, and Quality Assurance, seamlessly integrated with a growing focus on Digital

Engineering. Our commitment to delivery excellence is reinforced by our CMMI Level 5 appraisal, reflecting our process maturity and operational discipline.

Mindteck enables clients to derive greater value from their R&D and technology investments, helping them innovate faster, remain competitive, and future-proof their businesses. From product design and legacy modernisation to regulatory compliance, test automation, AI/ML-driven solutions, cloud migration, and data visualisation, we deliver end-to-end solutions tailored to evolving business needs.

Mindteck is further strengthening its AI capabilities through a dedicated Centre of Excellence (CoE), driving next-generation innovation across product engineering, data engineering, and quality engineering services. This strategic initiative underpins the development of reusable AI frameworks, accelerators, and industry-specific solutions that power intelligent, data-driven products and platforms. By combining Responsible AI practices with deep domain expertise, Mindteck helps customers adopt AI at scale, accelerate time-to-market, and unlock new opportunities for innovation and competitive differentiation in an increasingly digital world.

Our best-shore delivery model—an adaptive blend of onsite, offshore, near-shore, and hybrid approaches—ensures agility and efficiency across global engagements.

Strategic alliances further enhance our capabilities. We are proud partners of Intel Partner Alliance, Microsoft (Gold Application Development), SNIA, the CMMI Institute, and the IoT Global

Network. Additionally, we are a founding contributor to The Atlas of Economic Complexity, an influential data tool from Harvard Universitys Center for International Development.

Over the past several years, Mindteck has steadily advanced its standing among industry leaders, particularly in engineering R&D services. As Mindteck continues to advance its digital engineering capabilities, the Company remains focused on delivering innovation, value, and measurable impact to clients worldwide.

PRODUCT ENGINEERING

In todays fast-paced and rapidly shifting business landscape, organisations face mounting pressure to keep pace with evolving technologies and rising customer expectations. As products grow more sophisticated and life cycles shorten, sustained competitiveness demands rapid adaptation to market trends and accelerated innovation. Achieving faster time-to-market and quicker returns on investment has become essential to success. To meet these demands, businesses require a reliable partner capable of helping them harness emerging opportunities and optimise their product development lifecycle. Mindteck serves as that trusted partner, bringing deep engineering expertise to design, develop, test, modernise, and scale complex, next-generation products and systems.

Embedded Design Systems

Mindteck brings deep expertise to the development of advanced embedded computing solutions across diverse industries. From product conceptualisation to design, integration, and field testing, we address complex challenges in domains such as medical devices and semiconductor systems with precision and agility. Our end-to-end embedded systems services span architecture definition, hardware, firmware, and to integration, testing, and validation. By leveraging the latest technologies and industry best practices, we deliver high-performance, reliable, and efficient solutions tailored to our clients specific needs.

Mindtecks collaborative and tailored approach enables clients to overcome development challenges, accelerate time-to-market, and gain a competitive edge. With a strong focus on innovation and quality, the Company helps partners bring next-generation embedded products to market — smarter, faster, and more efficiently.

Internet of Things (IoT)

Mindtecks IoT services deliver end-to-end solutions that help businesses harness data and analytics to drive better decisions and improved performance. With proven expertise in IoT device management and a wide array of industry applications, Mindteck enables seamless integration of IoT technologies to enhance efficiencyelevateoperational customer experiences, and optimise overall business outcomes.

As a trusted partner across sectors such as manufacturing, energy and utilities, consumer electronics, and security, Mindteck has implemented a range of impactful use cases. These include edge computing, predictive maintenance in smart factories, asset tracking, connected vehicles, industrial and agricultural equipment optimisation, smart buildings and homes, energy management, wearable health monitors, and remote medical diagnostics.

In todays connected landscape, digital technologies are central to modern operations, spanning industrial controls, surveillance systems, intelligent transport infrastructure, asset monitoring, predictive maintenance, safety systems, and cybersecurity. By integrating IoT sensors and analytics, Mindteck enables clients to gather and interpret critical operational data to predict outcomes and improve safety, performance, and reliability.

Designed for scalability, security, and cost-effectiveness,

Mindtecks IoT solutions transform real-time device data into actionable insights, helping businesses increase productivity, streamline operations, and remain competitive in a rapidly evolving digital landscape.

Highlights of 2025-26 include:

Embedded Systems and Firmware Development

• Test and Measurement: Secured a strategic engagement to deliver advanced FPGA conversion services, enhancing capabilities in high-performance hardware–software integration. The initiative focuses on enabling memory-mapped

FPGA architecture and high-speed data streaming, reinforcing commitment to cutting-edge engineering innovation.

• Railway Safety: Advancing railway safety with next-gen digital axle counter solutions, enabling precise train detection and real-time track monitoring across complex rail networks.

The upgraded system enhances reliability through intelligent architecture, high-speed communication, and fail-safe design for modern rail infrastructure.

• Android BSP Development: Strengthening embedded platform capabilities through end-to-end engineering support, focusing on Core OS validation, upgrade, and feature stabilisation for next-generation devices.

• design,through Lighting Control Interfaces: Developed PhaseX Fixture, PhaseX to DALI interface, PWM and linear drivers, DMX sniffer, RGBW tape controller, and handheld driver solutions.

Ongoing developments include WaveX (Z-Wave based), Z-Wave dimmer, warm dim solutions, CMS6990-based current controllers (V1 & V2), linear starter, Flutter-based commissioning UI, and RGBW systems.

Testing, Optimisation, and Security

• Testing & Development Partnership: Collaborated with a UK-based client for firmware and language verification development.

• Penetration Testing & Security: Performed vulnerability assessments, automated scans, and penetration testing for enhanced system security.

Product Lifecycle and Reliability Management

• Digital Diagnostic Lifecycle Management: Delivered comprehensive end-to-end lifecycle management for diagnostic imaging systems, covering maintenance, compliance tracking, and component sustainability planning.

• Obsolescence Management: Provided obsolescence management support for a portfolio of products from a leading US-based company.

Digital Transformation and Smart Solutions

• Asset Tracking: Developed intelligent asset tracking systems for operators and maintenance teams, enhancing real-time visibility and streamlining asset management across operations.

• Renewable Energy Digital Transformation: Led a cloud migration initiative for a leading UK-based renewable energy provider, transitioning applications and services to Microsoft Azure. The solution manages real-time data from 80,000 smart meters, supporting invoice generation, payment processing, and near-real-time analytics — now sustained through ongoing managed operations.

Medical Devices and Healthcare

In todays rapidly evolving digital landscape, the medical devices and healthcare industry is undergoing a profound transformation driven by the adoption of advanced technologies. Mindteck understands the urgent need for healthcare organisations to adapt and elevate the consumer experience.

Amid rising care costs, industry consolidation, and increasing regulatory demands, healthcare providers must rethink how they operate. Mindteck enables organisations to overcome these challenges by integrating next-generation technologies such as automation, AI, advanced analytics, and digital experience platforms — into their strategic frameworks.

With deep domain expertise and a collaborative approach, Mindteck delivers tailored digital and engineering solutions that enhance operational efficiency, improve patient outcomes, ensure regulatory compliance and support sustainable growth across the healthcare value chain. As a trusted partner, Mindteck is committed to guiding medical and healthcare companies through digital transformation and helping them harness innovation to meet evolving consumer and industry demands.

Highlights of 2025-26 include:

• Next-Gen Remote Patient Monitoring: Led the complete enhancement for the next-generation version of a remote patient monitoring device for a global medical technology leader. Contributions spanned the entire product development lifecycle.

• Web/Cloud-Based Patient Monitoring Platform: Developed a software solution for real-time remote monitoring of clinical vital parameters, enabling healthcare providers to track patient health from any location via a secure, cloud-integrated platform.

• Cloud-Integrated AED Solution: Designed a modern Automated

External Defibrillator (AED) system integrated with a mobile app and cloud backend - ensuring real-time data availability and seamless device management.

• Post-Operative Heart Health Monitoring: Contributed to the development of a digital care platform supporting value-based post-operative care for cardiac patients in the US, enhancing recovery tracking and clinician engagement.

• Cybersecurity and Penetration Testing: Performed a comprehensive security assessment and penetration testing for a mobile communication channel linked to a heart-monitoring base station, ensuring secure data transmission for a US-based healthcare client.

• Next-Generation Diagnostic Platform Development:

Supported the new product development (NPD) of a respiratory diagnostics solution for a UK-based medical device manufacturer. Contributions spanned application development, optimisation for improved system efficiency, end-to-end software verification and validation testing.

• End-to-End Legacy Quality System Migration: Supported the development and implementation of a large-scale migration solution for a global medical device manufacturers health and quality monitoring system. The engagement involved automated migration of high-volume legacy data across a distributed environment spanning hundreds of locations, together with application modernisation to support a next-generation data platform. The solution was designed to support near-zero error tolerance and minimised downtime, ensuring a seamless transition and uninterrupted business operations.

Analytical Instruments

Mindteck delivers advanced engineering and digital solutions that power high-precision analytical instruments used in pharmaceuticals, life sciences, environmental monitoring, and chemical analysis. The Company supports OEMs with end-to-end services — including instrument software development, integration, data security, and IoT enablement — enhancing performance and ensuring data accuracy and a strong user experience.

Mindtecks deep expertise and innovative approach help manufacturers accelerate product development, ensure compliance, and embrace digital transformation in a rapidly evolving and highly regulated sector. From enabling remote diagnostics and smart analytics to ensuring seamless enterprise integration, Mindteck plays a critical role in driving scientific innovation and lab productivity.

Mindteck is further strengthening its capabilities in the analytical and life sciences domain by integrating AI, deep learning, and advanced data engineering into next-generation product development. By enabling intelligent data processing, predictive analytics, and AI-driven decision-making, the Company helps customers transform scientific data into actionable insights and accelerate innovation in analytical instrumentation — supporting the development of smarter, connected, and more efficient laboratory ecosystems. Mindteck specialises in bridging the gap between scientific requirements and technological execution, helping clients reduce time-to-market, scale intelligently, and remain at the forefront of precision instrumentation.

Highlights of 2025-26 include:

• Instrumentation Control Systems: Partnered with a leading US-based life sciences client to develop and support multiple instrumentation control systems. Engagement scope encompassed modernisation and sustainment of legacy platforms, covering cross-system communication, device-based integration, instrument control, driver development, data acquisition, and analysis.

• Business Intelligence for Laboratory Instruments: Developed an advanced Business Intelligence (BI) tool for a global scientific instrument company. The platform provides real-time insights, instrument/operator management, and centralised instrument booking – empowering labs with data-driven decision making and optimised asset utilisation.

• Informatics Platform for Lab Automation: Collaborated with a leading US-based analytical instrument OEM to create a comprehensive informatics platform tailored to boosting lab efficiency, data integrity, and regulatory compliance. The platform delivers comprehensive solutions for a wide range of applications such as, quantitative analysis, biopharmaceutical workflows, and small molecule screening—enhancing the overall quality and reliability of analytical processes.

• A market-leading software solution that allows users to best leverage their Mass Spectroscopy (MS) system and harness real-time intelligence, ensure MS system performance, and more quickly convert sample data into valuable knowledge.

Data Storage:

In an era defined by exponential data growth and digital transformation, Mindteck stands out as a strategic engineering partner for global leaders in Data Storage, Cloud Infrastructure, and Enterprise IT Systems. Drawing on strong domain expertise and deep technical know-how, Mindteck supports clients across the storage ecosystem, including Storage Data Management

Software, Hyperconverged Infrastructure (HCI), Composable Infrastructure, and Enterprise/Datacenter Storage Equipment. Mindtecks capabilities span comprehensive system development including speed negotiation in NIC drivers, IPv6 integration across RAID levels, and robust development-oriented qualification and white-box testing to ensure optimal performance and reliability.

Mindtecks expertise includes the development of drivers and platform diagnostics, as well as Baseboard Management

Controller (BMC) software featuring IPMI and Redfish protocols for remote server management. Mindteck also contributes to firmware development, including BIOS and loader support for storage appliances.

Mindteck is recognised for developing high-value tools and frameworks that elevate platform reliability, including solutions for testing high-risk platform configurations and custom tools for test management. The Companys Hardware Acceptance Test Framework (HATS) ensures rigorous hardware testing for seamless integration.

Utilising modern UI frameworks such as EXT-JS, AngularJS, and ReactJS, Mindteck develops intuitive and scalable web applications. Additionally, our proficiency in Flash-to-HTML5 porting enables clients to modernise legacy applications for enhanced performance and cross-platform compatibility.

Highlights for 2025-26 includes:

• AI Initiatives: Developed a suite of AI-powered tools including Auto Script Generator, Review Analyser, Coder Reviewer Log

Analyser, and an Auto Report Generator for project activities, in addition to generating new test cases.

• Advanced Data Analytics: Delivered data-driven solutions that leverage analytics for actionable insights, contributing to smarter decision-making in platform operations.

• New Platform Automation: Played a key role in automating new platform features through script development in areas such as BIOS, loader, platform software, service processors, and health monitoring (PHM, CSHM). Automation scripts covered new features, system hardening, and regression fixes, ensuring backward compatibility across previous platforms and releases.

• Software-Defined Storage: Participated in the design, development, testing, and maintenance of software-defined storage solutions. This included reviewing architecture, design, and functional specifications, as well as configuring, installing, troubleshooting, and supporting hardware for

VMware (ESXi) and KVM (RHEL) virtualisation environments.

• Data Migration Tool Development: Delivered a document migration tool to consolidate and transfer content across platforms, with validation for structure, links, and usability improvements.

• Full Stack Development: Designed and developed scalable, high-performance applications, using RESTful APIs, Docker and modern frameworks.

• Quality Assurance (QA): Provided QA support across core storage modules such as filesystems (NFS, SMB), RAID architectures, storage protocols (iSCSI, NVMe), high availability, MetroCluster, interconnects, switches, NIC cards, data protection, backup, and disaster recovery.

• QA for Cloud Configurations: Supported QA and validation for cloud environment configurations, including volume and snapshot management, cross-region replication, data backup, permissions, protocols, allocation limits, and reserved capacity. Key technologies included Linux, Jenkins, Kubernetes, Python, Bitbucket, Jira, Robot/Pytest frameworks, Postman, Google Cloud Platform (GCP), and

Azure NetApp Files.

• Cloud Storage Development and Testing: Contributed in developing and testing a petabyte-scale cloud storage solution for a global leader in storage. Challenges included building scalable S3 object storage and developing multiple software subsystems in an agile environment. The solution offered customers scalable, vendor-neutral object storage with transparent pricing and no egress or API charges. Key technologies involved were Go Lang and MinIO for object storage.

Semiconductor

The semiconductor industry is rapidly evolving, with a growing demand for tailored software and hardware solutions to meet its distinct challenges. With decades of expertise, Mindteck is a leading provider of such solutions, serving equipment manufacturers, subsystem vendors, and fabs. Mindteck enhances client capabilities by delivering comprehensive services in equipment software, factory automation, specialised controls, and solution accelerators that improve software features, performance, and productivity.

Seamless integration with existing systems is ensured through adherence to standard protocols and SEMI FA standards (200mm and 300mm), enabling efficient data exchange and synchronisation throughout the manufacturing process. This is achieved by implementing SECS/GEM drivers, FA testing, AMHS integration, FA simulation, recipe server development, and MES interface integration.

To optimise operations and boost productivity, Mindteck delivers specialised controls including R2R control systems, predictive analytics, and machine vision technologies for quality inspection and control. Additionally, solution accelerators such as device simulators, factory hosts, the EDA Freeze II Framework, automated testing frameworks, FA test harnesses, E95 UI widgets, and USB

CAN-based DeviceNet Masters support rapid development and enhance overall efficiency.

Highlights for 2025-26 includes:

• Common Cluster Tool Controller (CTC) Framework: Designing a scalable framework for a major capital equipment manufacturer - supporting current and future tools, with modular tool-specific extensions.

• Enterprise Data Management Platform: Delivering an end-to-end data strategy involving integration, storage, ETL pipelines, analytics, application support and dashboards development.

• Cloud-Based Document Solutions: Enabling secure, cloud-integrated tools for document sharing, versioning, subscription management, and approval workflows. Integration with SharePoint, RDBMS, SAP, and raw files ensures compliance and governance.

Wafer Defect Classification Using Deep Learning: Leveraging convolutional neural networks (CNNs) with pretrained architectures such as EfficientNet, Mindteck developed an AI-powered solution for automated wafer defect classification.

• LLM-Based Risk Assessment: Implemented a risk analytics solution powered by Large Language Models (LLMs) to process structured and unstructured data — including reports, logs, policies, and external sources for risk identification and categorisation.

Testing

Mindteck offers end-to-end testing services, including test automation, security and penetration testing, and regression, performance, prototype, unit, multilingual, and business/user acceptance testing. The Companys expertise spans diverse domains such as web, mobile, embedded devices, networks, hardware and firmware, databases, web services, cloud environments, connectivity, and interoperability. Specialised in data proficiencyin domain-specific storage further distinguishes Mindteck in delivering exceptional, tailored testing solutions.

Mindteck is further strengthening its testing and verification capabilities by leveraging AI across the entire testing lifecycle. The Company is building a dedicated AI-led Centre of Excellence

(CoE) focused on advancing intelligent automation, self-healing test frameworks, and AI-driven quality engineering. By integrating AI-driven insights across testing and V&V processes, Mindteck is enabling greater transparency, improved productivity, and enhanced defect detection. These capabilities help customers accelerate time-to-market, optimise testing efficiency, and achieve higher quality outcomes through scalable and adaptive quality engineering solutions

Highlights for 2025-26 includes:

• Platform-Independent Automation Tool for Embedded Devices:

Developed an automation test application for embedded medical devices. The application can run Functional test case/test suites with the client application running on the embedded device platform. It can simulate human interaction across WinCE and Linux platforms supporting GUI validation,

Data Validation, Functional scenarios and repeat, time-sensitive tests. It also has a notification and reporting module which can handle sending reports to custom users via email, in PDF and HTML formats.

• Mobile Test Automation Framework: A single unified framework has been developed using Appium for Android and iOS platforms. The mobile automation framework supports

UI validation. The framework supports parallel test execution on both real and emulator devices across mobile platforms.

It supports test execution through screen capture and video recording. The automation framework supports self-healing properties.

• BDD-Based Cloud Test Framework: Designed a Behaviour-Driven Development (BDD) framework for validating a cloud-based AED platform. Supported functional, regression, and cross-browser testing in a scalable and maintainable test structure. The framework design supports multi-level environment execution, capture screen recording, and push the test results to Azure DevOps, with retry logic implementation to handle flaky UI failures. The automation framework supports self-healing properties.

Dynamic User creation test utility: A test utility was developed for dynamic user creation to fetch the email content from AWS console. The solution was designed using Selenium Java in

BDD framework.

IT INFRASTRUCTURE SERVICES

Mindteck provides comprehensive IT Infrastructure Services designed to support dynamic, 24/7 business environments. A dedicated team manages global infrastructure across hardware, networks, cloud platforms, and enterprise applications, ensuring performance, scalability, and security.

Service Portfolio

Remote Infrastructure Support

• Data Center Management: Monitoring servers, databases, storage, middleware, and messaging systems.

• Network Management: Managing routers, switches, VoIP systems, and network connectivity.

• Security Management: Handling firewalls, VPNs, IPS/IDS, PKI, and endpoint protection.

• Desktop Management: Remote support for desktops, laptops, print services, and peripherals.

ITIL-Compliant Operations

• Proactive monitoring and incident resolution

Change, problem, and configuration management

• Asset and patch management

• Availability and capacity management

Audit support and SLA-based service delivery

24/7 Global Support

Vulnerability Assessment and Penetration Testing (VA/PT):

To safeguard against evolving cyber threats, Mindteck offers robust

VA/PT services that identify, validate, and remediate security risks across networks, infrastructure, and applications. These services align with leading compliance standards, including GDPR, ISO 27001, and PCI DSS.

Service Areas

• Network VA/PT: Identifies potential unauthorised entry points and vulnerabilities in internal systems

• Infrastructure VA: Verifies secure system configurations based on business and compliance policies

• Application VA/PT: Detects vulnerabilities in web and mobile applications through a combination of automated tools and manual testing

Change in Nature of Business

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

5. QUALITY

Mindtecks Quality Management System (QMS), built on ISO 9001, ISO 13485 (Medical Devices), and mature practices aligned with CMMI (Capability Maturity Model Integration), remains robust and stable. It provides a solid framework for the consistent, on-time delivery of quality IT products and services that meet customer expectations.TheQMSwasfurther before taxation (h) provision strengthened with the introduction of guidelines for restricted materials in hardware projects, based on RoHS (Restriction of Hazardous Substances) compliance.

In the upcoming year, the Quality Department will focus on continuous improvement by migrating the QMS to the CMMI version 3.0 framework and integrating AI-driven productivity enhancement tools.

Similarly, the Information Security Management System (ISMS) was enhanced with new guidelines covering attack surface reduction, updated wireless security protocols, web filtering, and revised network security measures. Additionally, the Data Privacy Management System is currently under review and revision to ensure alignment with evolving regulatory requirements.

As a result of these ongoing improvements, Mindteck maintains compliance with ISO 9001:2015, ISO 13485:2016, and CMMI DEV & SVC version 2.0 Level 5, and has successfully transitioned to ISO 27001:2022.

6. INFRASTRUCTURE

Mindteck operates local offices across key global locations, including the United States, Canada, the United Kingdom, Germany, Singapore, Malaysia, Bahrain, and India. Our infrastructure encompasses well-equipped workstations, conference and meeting rooms, and a state-of-the-art communications system. Central to our operations are two advanced development centers in Bengaluru and Kolkata, India, each featuring dedicated R&D laboratories.

Mindteck continues to strengthen its IT infrastructure and digital workplace capabilities to support a flexible and productive work environment for employees across on-site, hybrid, and remote work models. The Company has invested in advanced collaboration platforms, secure access technologies, and enhanced IT support services to ensure seamless business operations. Strategic investments in hybrid workforce management solutions have further improved productivity, cybersecurity, asset management, and employee experience. These initiatives enable the Company to maintain operational resilience while adapting to evolving business and workforce requirements.

7. SUBSIDIARIES

On March 31, 2026, 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 currently 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) for taxation (f)turnover (g) profit (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. The soft copy of accounts 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 .

9. LITIGATION

There was no material litigation outstanding as on March 31, 2026.

10. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 42,000 equity shares against employees stock options during the financial

The issued, subscribed and paid-up Equity Share Capital was Rs. 31,95,42,210 as on March 31, 2026.

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 reserves.

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 reappointment. A brief resume of Mr. Meenaz Dhanani is included in the Annexure to the Notice of the Annual General Meeting.

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 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 Seven Directors, two are Non-Executive and five are Independent Directors including two women Director.

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 .

Prevention of Sexual Harassment of Women at Workplace

The Company has complied with the provisions relating to the constitution of the Internal Committee under the Sexual the Harassment of Women at Workplace (Prevention, Prohibition and Company did not transfer to its

Redressal) Act, 2013.

The details required to be disclosed under Rule 8(5)(x) of the

Companies (Accounts) Rules, 2014 are as under.

Particulars	No. of Cases
Number of complaints of sexual harassment received during the year	NIL
Number of complaints disposed of during the year	NIL
Number of cases pending for more than ninety days	NIL

The Company is committed to providing and maintaining a safe work environment free from sexual harassment.

Maternity Benefit

The Company has complied with the provisions of the Maternity

Benefit Act, 1961 and the rules made thereunder. The Company is committed to providing a supportive work environment and extending maternity benefits to eligible employees in accordance with applicable laws.

Changes in Directors and Key Managerial Personnel

During the financial year ended March 31, 2026, the following changes occurred in the composition of the Board of Directors and

Key Managerial Personnel of the Company:

Board of Directors

• Mr. Anand Balakrishnan resigned from the position of

Managing Director and Chief Executive Officer of the Company with effect from May 26, 2025.

• Mr. Yusuf Lanewala, Non-Executive Chairman of the Company, was appointed as Managing Director and designated as Chairman and Managing Director for a period of one (1) year with effect from August 08, 2025. Subsequently, he resigned from the position of Chairman and Managing Director with effect from November 15, 2025.

• Mr. Javed Gaya was appointed as a Non-Executive Director of the Company and designated as Non-Executive Chairman with effect from December 05, 2025.

Key Managerial Personnel

• Mr. Santosh Nandiyath, who was serving as Interim Chief Financial Officer, was appointed as Chief Financial Officer of the Company with effect from May 24, 2025.

• Mr. Karim Dhanani was appointed as Chief Executive Officer of the Company for a period of three (3) years with effect from February 06, 2026.

The Board places on record its sincere appreciation for the valuable services and contributions rendered by Mr. Anand Balakrishnan and Mr. Yusuf Lanewala during their tenure in their respective executive capacities with the Company.

The Board also extends a warm welcome to Mr. Javed Gaya,

Mr. Karim Dhanani and Mr. Santosh Nandiyath on their appointments and looks forward to their valuable contributions towards the continued growth and success of the Company.

15. AUDITORS

Statutory Auditor

At the 31st 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 36th Annual General Meeting. During the year, the Statutory Auditor confirmed its eligibility and independence criteria to hold office.

Secretarial Auditor

At the 34th Annual General Meeting held on August 08, 2025,

Members of the Company appointed Secretarial Auditor,

S Kannan and Associates, Practicing Company Secretary firm (Firm Registration No. S2017KR473100), Bengaluru for a term of five (5) consecutive years commencing from FY 2025-26 till FY 2029-30. The Secretarial Audit Report for the FY 2025-26 forms part of this

Boards Report as Annexure-4 .

Cost Auditor by the Central The maintenance of cost records as specified

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 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/investors/annual-return) .

17. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and

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 and Consolidated 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 a well-structured familiarisation program for its

Independent Directors. This program includes presentations by key executives, such as the business heads, CEO, Delivery Heads, Chief Financial Officer, and the Company Secretary. These sessions cover the Companys business model, the nature and dynamics of the industry, as well as the roles, responsibilities, and legal liabilities of Independent Directors.

Additionally, ongoing updates on the business, statutory laws, and industry trends are regularly provided to the Independent

Directors, particularly to members of the Audit Committee. These updates are facilitated by internal teams and Statutory &

Internal Auditors on a quarterly basis to ensure that the Directors are well-informed and equipped to make informed decisions.

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 qualifications, 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:

Employee Name	Designation	Remuneration Received (in Rs.)	Nature of Employment	Qualification	Experience (in years)	Date of Commencement of Employment Age	Employment	Last Company	Percentage of Equity Shares held by the employee in the name of such Director or Manager	Any such employee is a relative of any Director or Manager of the Company and if so,
Anand Balakrishnan 1	Managing Director and CEO	1,64,36,769	Contractual	CA and CPA	31	30-Jan-2019	53	Wipro GE Healthcare Private Limited	0.00	NO
Pradeep Kizhakkethil	Senior Vice President - Human Resources	69,28,829	Employee	MHRM, PGDHRM	32	02-Aug-2012	54	IDExcel Technologies Private Limited	0.00	NO
Yusuf Lanewala2	Chairman and Managing Director	68,88,175*	Contractual	B.Com, MBA	47	08-Aug-2025	72	Mindteck (India) Limited	0.00	NO
Karnendu Raja Pattanaik	Practice Head Storage	60,93,805	Employee	M.Tech	26	03-April-2025	50	Dell EMC	0.00	NO
Santosh Kalli Nandiyath	Chief Financial Officer	59,29,583	Employee	C.A.	17	05-Nov-2019	43	Altisource Business	0.00	NO
								Solution Pvt Ltd
Jigar Prabhudas Vasani3	Vice President - Sales Associate Vice	58,54,185	Employee	Masters (Management)	24	04-Aug-2020	45	Johnson Controls (India) Pvt Ltd	0.00	NO
Sathya Raja G	President Legal and	48,81,869	Employee	C.S., MBA and B.Com	13	18-Aug-2014	36	Mindteck (India) Limited	0.00	NO
Saibal Dey	Company Secretary Group Head - Semiconductor	48,62,095	Employee	B.Sc. (Physics)	33	12-May-2003	56	Cygnus Software Services	0.00	NO
Satish Kumar V S	Practice Head - Medical & Health Care	48,46,443	Employee	B.E. and PGDBA	25	11-Oct-2021	57	L & T Technology Services Ltd	0.00	NO
Vellapalem Manju Reddy	Associate Vice President \u2013 (EDS)	47,34,435	Employee	B.E.	31	01-Oct-2020	53	Digital Systems	0.00	NO

* This remuneration does not include Sitting Fees and Commission received in the capacity of Non-Executive Chairman.

1. Ceased effective from May 26, 2025.

2. Ceased effective from November 15, 2025.

3. Ceased effective from February 28, 2026.

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

Employee Name	Designation	Remuneration Received (in Rs.)	Nature of Employment	Qualification	Experience (in years)	Date of Commencement of Employment Age	Employment	Last Company	Percentage of Equity shares held by the employee in the name of such Director or Manager	Any such employee is a relative of any Director or Manager of the Company and if so,
Anand Balakrishnan 1	Managing Director and CEO	1,64,36,769	Contractual	CA and CPA	31	30-Jan-2019	53	Wipro GE Healthcare Private Limited	0.00	NO
Yusuf Lanewala2	Chairman and Managing Director	68,88,175*	Contractual	B.Com, MBA	47	08-Aug-2025	72	Mindteck (India) Limited	0.00	NO

* This remuneration does not include Sitting Fees and Commission received in the capacity of Non-Executive Chairman.

1. Ceased effective from May 26, 2025.

2. Ceased effective from November 15, 2025.

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. Satish Menon \u2013 Chairperson	The Committee oversees the Company\u2019s financial reporting process and
	Ms. Keyuri Singh \u2013 Member	disclosures of its financial information to ensure accuracy and reliability.
	Mr. Guhan Subramaniam Member	The Company has adopted the Whistleblower Policy for Directors, Employees and other Stakeholders to report concerns about unethical
	Mr. Subhash Bhushan Dhar \u2013 Member	behavior, actual or suspected fraud, or violation of the Company\u2019s Code
	Mr. Javed Gaya Member	of Business Conduct and Ethics. The Whistleblower Policy is attached as
		Annexure-3 to the Board\u2019s 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 Company\u2019s website.
Nomination and	Ms. Keyuri Singh \u2013 Chairperson	The Committee oversees and administers executive compensation,
Remuneration	Mr. Guhan Subramaniam Member	operating under a written charter adopted by the Board of Directors.
Committee
	Mr. Subhash Bhushan Dhar \u2013 Member	The Committee has designed and continuously reviews the compensation
		program for the Managing Director, Key Managerial Personnel and Senior
	Mr. Satish Menon \u2013 Member	Management to align both short and long-term compensation with
	Mr. Javed Gaya-Member	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 Company\u2019s website. (Weblink: https://www.mindteck.com/images/
		investor_policies/Nomination_Remuneration_Policy.pdf).
Corporate Social	Mr. Subhash Bhushan Dhar \u2013	The Board has laid out the Company\u2019s policy on Corporate Social
Responsibility	Chairperson	Responsibility (CSR), and the CSR activities of the Company are carried
Committee	Mr. Satish Menon- Member	out as per the instructions of the Committee.
	Ms. Keyuri Singh \u2013 Member	The Company allocates 2% of its average net profits of three years
		immediately preceding the financial year for CSR activities to various
		beneficiaries.
		The Annual Report on CSR Activities is attached as per the prescribed
		format in Annexure-6 to the Board\u2019s Report.
		The contents of the CSR policy are available on the Company\u2019s website
		(Weblink: https://www.mindteck.com/images/investor_policies/CSR_
		Policy.pdf)
Stakeholders	Mr. Satish Menon- Chairperson	The Committee reviews and ensures redressal of investor grievances.
Relationship	Mr. Guhan Subramaniam Member	The Committee notes all the grievances of the investors and takes suitable
Committee
	Mr. Meenaz Dhanani-Member	action accordingly.

22. RISK MANAGEMENT

The Company has established a robust Enterprise Risk Management (ERM) framework designed to identify and assess business risks and opportunities. This framework aims to promote transparency, minimise the adverse impact on business objectives, and enhance the Companys competitive advantage.

The Business Risk Policy outlines the approach to risk management across the organisation, covering various levels of documentation and reporting. The framework incorporates multiple modes of risk assessment that enable the identification of risk trends, exposure, and potential impacts, both at the Company-wide level and within specific business segments.

Through this comprehensive risk management process, the

Company has identifiedseveral key risks and has developed mitigation strategies for each of them, ensuring that appropriate measures are in place to manage and address these risks effectively.

23. CORPORATE 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 of 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 2025-26 are reflected in the Corporate Governance Report. A Compliance Certificate on Corporate Governance forms part of this report as Annexure-7 .

24. MANAGEMENT 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 preparationoftheannualfinancialstatements for the year ended March 31, 2026, 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. Judgment 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, 2026 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care 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 financialstatements 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 2025-26, 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 1 Dish Wash Machine, 50 Hospitalisation cot with bed, 2 Solar Water Heater and 1 Freezer box for elderly people.

• Keyed Foundation: As in the past, Mindteck contributed towards the School Readiness Program in early childhood education for Government Schools.

• Samarthanam Trust for the Disabled: Mindteck contributed towards My right to Education – An inclusive Education for the marginalised and disabled school children.

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 three Employees Stock

Option Schemes: Mindteck Employees Stock Option Scheme 2005,

Mindteck Employees Stock Option Scheme 2008 and Mindteck Employees Stock Option Scheme 2014. a. Mindteck Employees Stock Option Scheme 2005

During the year ended March 31, 2026, under this Scheme, the Company did not grant any options but allotted 2,000 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, 2026, under this Scheme, the

Company granted 70,000 options on May 23, 2025, at an exercise price of Rs. 229.72/- per option to the eligible employees. 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, 2026, under this Scheme, the Company did not grant any options but allotted 40,000 shares to the eligible employee. 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/images/investor_notice/ Disclosures-pursuant-to-SEBI-SBEB-SE-Regulations-2021.pdf)

28. MIND TECK EMPLOYEES WELFARE TRUST

During the FY 2025-26, no amount was spent from the MEWT Fund towards employee welfare activities.

The remaining balance in the MEWT Fund will be utilised for the welfare of the employees of the Company in accordance with the provisions of the Trust Deed.

29. C ONSERVATION 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. A CKNOWLEDGEMENTS

The Directors wish to express their sincere appreciation for the cooperation and continued support extended by our customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities, all of whom have contributed to the

Companys growth. We also extend our heartfelt thanks to our employees at all levels across the Group for their dedication and valuable contributions. We look forward to their continued support as we progress further.

for and on behalf of the Board of Directors
Javed Gaya
Chairman
(DIN: 01481518)
Bengaluru, India
May 19, 2026