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Mindteck (India) Ltd.

BSE: 517344 Sector: IT
NSE: MINDTECK ISIN Code: INE110B01017
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VOLUME 905
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P/E 20.56
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OPEN 121.90
CLOSE 117.50
VOLUME 905
52-Week high 194.00
52-Week low 96.30
P/E 20.56
Mkt Cap.(Rs cr) 284
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mindteck (India) Ltd. (MINDTECK) - Director Report

Company director report

To the Members

The Directors hereby present the Thirty-First Annual Report of yourCompany along with the Audited Financial Statements for the Financial Year ended March 312022. The Consolidated performance of the Company and its Subsidiaries has been referredto wherever required.

1. FINANCIAL RESULTS

(in Rs. Million)

Standalone Consolidated
Particulars Year ended March 31 2022 Year ended March 31 2021 Year ended March 31 2022 Year ended March 31 2021
Revenue from operations 1142.5 1039.8 2987.8 2867.2
Other income 35.5 28.3 50.7 45.5
Employee benefits expense 784.8 708.1 1889.0 1947.8
Cost of technical sub-contractors 34.0 23.3 636.8 491.1
Other expenses 152.2 125.6 254.3 232.1
Profit before finance cost depreciation taxes amortisation 207.0 211.1 258.4 241.7
Finance cost 5.0 13.0 9.2 16.5
Depreciation and Amortisation expense 46.5 58.4 50.2 63.9
Exceptional Item (6.2) - 181.8 -
Profit Before Tax 149.3 139.7 380.8 161.3
Tax expense 39.5 54.4 47.7 52.7
Profit After Tax 109.8 85.3 333.1 108.6
Paid-up Equity Share Capital 257.1 256.2 253.0 252.1
Basic Earnings Per Share (EPS) 4.28 3.33 13.19 4.31

2. COMPANY AFFAIRS Standalone

On a Standalone basis your Company recorded revenue of Rs. 1142.5million as against Rs. 1039.8 million in the previous financial year. Mindteck's profitafter tax stood at Rs. 109.8 million (includes additional provision of Rs. 6.2 milliontowards loan given to 'Mindteck Employees Welfare Trust' as exceptional items) as againstRs. 85.3 million in the previous financial year. At an operating margin level Mindteckrecorded EBITDA (including other income and excluding exceptional items) of Rs. 207million (18.1%) during this financial year as against Rs. 211.1 million (20.3%) last year.

Consolidated

During the financial year under review your Company recordedConsolidated revenue of Rs. 2987.8 million as against Rs. 2867.2 million in the previousfinancial year. Of the Consolidated revenue that was recorded 48% is attributed to the USand the balance pertains to the rest of the world.

Mindteck's Consolidated profit after tax for the financial year stoodat a profit of Rs. 333.1 million (includes exceptional items of Rs. 181.8 million supportreceived from US Federal Government through Paycheck Protection Program in the wake ofCovid 19) as against Rs. 108.6 million in the corresponding previous financial year. Atan operating margin level Mindteck recorded EBITDA (including other income and excludingexceptional items) of Rs. 258.4 million (8.6%) during this financial year as against Rs.241.7 million (8.4%) last year.

There were no material changes and commitments affecting the financialposition of the Company which occurred between the end of the financial year of theCompany 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 ofRs. 10 each) for the year ended March 31 2022. This shall be paid to the shareholders ason August 05 2022 being the cut-off date for the dividend subject to Shareholders'approval in the ensuing Annual General Meeting.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck provides a unique blend of engineering value and technologyknow-how to a top-tier clientele of Fortune 1000 companies start-ups leadinguniversities and government entities around the globe. Since its establishment in 1991the Company's niche knowledge and expertise has led to engagements with industry leadersincluding the top 5 Data Storage companies top 4 Medical Device companies top 5Semiconductor companies and top 8 Analytical Instrument companies.

The Company's expertise in embedded systems enterprise applicationstesting and professional services complements expanded competencies in digitalengineering. Appraised at CMMI Level 5 the highest form of third-party validation theCompany stands out among industry peers for process capability and maturity.

Mindteck has a strong track record of supporting clients with knowledgeand competencies that matter to maximize their R&D and technology investments gaincompetitive advantage and become future-ready. The Company delivers on a variety ofrequirements such as designing new products and reengineering older ones; fulfillingcompliance requirements; conceptualising and developing test frameworks; automating andmodernising systems; developing control and monitoring software; cloud migration andenablement of applications; data visualisation

and analytics; Artificial Intelligence (AI) and Machine Learning (ML)based solutioning; wireless communications and sourcing deploying and retainingtop-notch IT talent.

The Company's 'best-shore delivery model' provides clients with a mixof onsite offshore near-shore offshore-onsite and other hybrid options acrossgeographies for faster and more efficient service delivery.

Current partner and alliances include Intel Partner AllianceMicrosoft? Gold Application Development Partner SNIA CMMI Institute and the IoT GlobalNetwork. The Company is also one of the Founding Members of The Atlas of EconomicComplexity a data visualisation tool for research developed by the Growth Lab at HarvardUniversity's Center for International Development.

Over the last few years Mindteck has consistently improved its rank inthe third-party rating which is considered as the industry standard for benchmarkingservice providers across capabilities. The Company improved its capabilities across allER&D services and moved further ahead in the Digital Engineering endeavors.

Product Engineering

Mindteck's end-to-end product engineering service offerings encompasscapabilities in embedded design; application development support and maintenance; productlifecycle management; system integration; reengineering sustenance and optimisation;product conceptualisations feasibility studies and prototyping. Domain-specific trainedengineers work seamlessly as extended engineering teams to help clients maximize theirpotential for new product development and continually enhance or modernize existingproducts.

Notable projects for FY 2021-22 include:

¦ Smart phone-based diagnostics equipment for medical technologycompany.

¦ Re-engineering of a medical disinfection product.

¦ Re-design of Hi-Speed processor boards for Obsolescencemanagement.

¦ Collaboration with a longstanding client to create productengineering solutions for PLC systems.

¦ Edge computing Gateways for building automation.

Digital Engineering

Mindteck's digital engineering portfolio is comprised of selectedsolutions services and technologies which complement our product engineering portfolioand help clients compete innovate and propel forward along the digital continuum:IoT-based solutions data services cloud mobility and dashboarding.

According to Industry reports Engineering Research & Development(ER&D) spend stayed resilient and continued to grow despite COVID-19. Apart from thespend towards traditional ER&D services digital engineering spend is acceleratingacross industries and is expected to represent 47% of the total ER&D spending by 2023.Mindteck's growing strength in this area is evidenced by our focused efforts in remotepatient monitoring telemedicine IoT-based smart asset tracking smart and connecteddevices smart grid smart street lighting and AI/ML based solutions.

Data Services

Mindteck data services capabilities uses the data ecosystem

to support clients' need to move process and use data for competitiveadvantage as well as for operational compliance and decision-making requirements. Theportfolio includes services and solutions for enterprise data management AI and ML basedsolutioning advanced analytics analytical dashboards Image Analytics as well asstrategic consulting to help guide clients to data maturity.

Internet of Things (IoT)

Mindteck has been enhancing and expanding its IoT solutions portfoliowith the development of an IoT Framework comprising of:

¦ Multi layered approach of Framework with segregation of dataadoption and data analysis.

¦ Edge devices for monitoring and control.

¦ Low-Power Wide-Area Network (LPWAN) for sensor and actuatorconnectivity.

¦ Solution deployment on the cloud (for AWS and Azure) andon-premises.

¦ Web and mobile applications for use cases.

¦ AI and ML capabilities as well as data analytics.

¦ Computer vision capabilities.

The Frameworks have been optimised to provide key solutions for IoTapplications on a widening range of use cases as follows:

¦ Solutions for the manufacturing industry with process qualityand productivity improvement in compliance with Industry 4.0 requirements - includingMachine-to-Machine (M2M) communication providing connectivity between sensors machinesand operators for better production yield and efficiency.

¦ Smart solution for energy saving and conservation forutilities - including lighting controllers smart metering solar plant management andsoftware applications for Network Operations Centers (NOCs).

¦ Video surveillance and image processing for object detectionand classification to provide security and automated inspection solutions - with AI/MLcapabilities.

¦ Visual Inspection System with Edge Computing capabilities.

¦ Gesture detection and solution around it for Aeronauticsindustry.

¦ Asset tracking solutions with Radio Frequency Identification(RFID) and Bluetooth Low Energy (BLE) for the healthcare and manufacturing industries.

¦ Hazardous environmental condition detection in enclosedlocations.

Cloud

Mindteck's cloud discipline covers an array of cloud-based IT servicesthat deliver sustainable software solutions to optimise clients' investments togetherwith applications to help ensure reduced IT infrastructure costs and increasedflexibility. The Company's cloud infrastructure expertise includes offerings that spanacross multiple cloud environments such as private public and hybrid and cloud inter-opsolutions such as multi-cloud storage. Key focus areas include:

Kubernetes and Docker: Containerisation has become one of the majortrends in software development and deployment with the

help of the tools like Kubernetes and Docker. Containerisationecosystems allow containers to work as a process in complete isolation from othercontainers. With this approach one can do best possible optimisation of the infrastructureresource (like CPU memory underline host utilisation) cost and instant scale based onneeds. One of the biggest advantages of containerisation is microservice architecturewhere large applications can be broken down to small components each running in its owncontainer. Mindteck has actively enhanced capabilities around Kubernetes and Dockers tosupport its client base.

DevSecOps: DevSecOps is the latest practice in application securitythat introduces security early in the software development life cycle. It expands thecollaboration between operations and Dev teams to integrate security process and practicesin software integration and delivery cycle. As part of DevSecOps Mindteck has developedskills in variety of Application security areas that includes Dynamic application securitytesting (DAST) Static application security testing (SAST) Interactive applicationsecurity testing (IAST) and Software composition analysis (SCA) as part of ContinuousIntegration/Continuous Delivery (CI/CD) pipeline as well as manual integration and testingof Software component(s).

Serverless Solutions: Serverless is the next evolution from monolithicapplication architecture after service-oriented architecture and micro-servicesarchitectures. As per experts it is among the top five fastest-growing PaaS cloudservices. This year Mindteck supported a client in the development of a true Serverlessapplication.

DevOps: Scalable and secured CI/CD pipelines to improve softwaredelivery requires a DevOps or site reliability engineering approach. Mindteck as a DevOpspartner has a proven track record of building pipelines that help clients improve andenhance product quality. Mindteck has capabilities both on Cloud and on-premises DevOps.

Interoperable Cloud Storage: SNIA/CDMI standards-compliant solutionthat helps in building the right cloud storage strategy for business solutions needinghigh storage requirements without compromising on security standards and performancerequirements. It also addresses low-cost storage needs.

Business Data Analytics: Mindteck has built several solutions hosted onCloud to provide the best analytical solutions in terms of dashboard custom reports anddata mining capabilities.

Cloud Migration: Services to move applications/infrastructure and datato the cloud platform such as Amazon Web Services (AWS) and Microsoft Azure.

Cloud Testing Competencies:

¦ Application: Testing on the whole cloud for system functionvalidation integration regression testing end-to-end business workflows browsercompatibility as well as performance and scalability evaluation.

¦ Network: Testing different network bandwidths protocols andsuccessful transfer of data through network cloud and network connectivity latency andpacket loss.

¦ Infrastructure: Testing for disaster recovery backups andfailure availability secure connection and storage policies

¦ Performance and Scalability: Testing multiple user actions anddisruptions due to scaling; load and stress conditions with increased traffic;multi-tenancy; scalability under different conditions.

¦ Security: Testing for authorisation and authentication dataencryption integrity accessibility security settings for firewall VPN among others.

¦ Migration: Data migration and live upgrade testing.

Highlights for 2021-22 are as follows:

¦ Development of a Serverless Azure based API and frontendapplication for a key client.

Mobility

Over the past few years adoption of Mobile Apps have been growing inthe industry. Mindteck has been addressing this demand by keeping a dedicated team formobility development and testing which has been adding the power of mobile applicationsfor existing industry verticals. Apps developed include those for:

¦ Smart Energy

¦ Smart Outdoor Sensor controls

¦ Medical Patient Monitoring

¦ IoT Device Monitoring and Management

¦ Industrial Workforce Applications

¦ Automated Meter Reading Tools for Service Providers

¦ Intuitive personal energy usage dashboard generators byConsumers

¦ Operation & Maintenance Field Services Personnel App

¦ Smart Parking

¦ Asset Tracking

¦ Library and Knowledge Management Systems

¦ Insurance Field Agent

¦ Vehicle Infotainment

The mobile applications developed by Mindteck span across standardconsumer mobile phones to specialised Android-based touchscreen hand-held devices andindustrial tablets.

The Company is proficient in the development of these applications onvarious popular and latest platforms for both Native Android Native iOS Hybrid and evenin a few cases combinations of Native and Hybrid technologies. Data security measures areconsidered and qualifying third-party security audits are conducted when required. TheMobility team used latest frameworks like Xamarin and MAUI to develop Mobile Apps.

The Mindteck mobility team has implemented advanced programming such asdevice communication across multiple protocols integration with third party librariesmaps payment gateways back-end API integration dynamic reporting and data securityunder the hood. At the same time the team designs intuitive UI/UX to give end users theseamless people-centric experience they have grown accustomed to with their mobilephones.

Testing

Mindteck testing discipline covers manual black box testing white boxtesting test automation security/penetration tests regression testing performancetesting prototype testing unit testing multilingual and business/user acceptancetesting. Over the years the Company has supported most clients with one or a multitude oftest services specifically for web mobile Networking and Storage

Devices Embedded Devices and other applications; networks; hardwareand firmware; databases; web services; cloud; connectivity; interoperability. Mindteck'sniche knowledge for domain-specific testing such as for data storage is also a corestrength.

Highlights for the FY 2021-22 include:

¦ End-to-end manual testing automation testing performance andBCDR testing for a Building Management System catering to next-generation smart stadiumsand integration components.

¦ Functional validation and automated testing of a cancerdetection and staging application for the upgraded as well as legacy software of a leadinghealthcare solution.

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

IT Infrastructure Services

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

Remote Infrastructure Support

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

¦ Data Centre Management: Monitoring and management of serversdatabase middle tier application messaging and storage

¦ Network Management: Monitoring and management of routersswitches VOIP devices and network links

¦ Security Management: Monitoring and management of firewallIPS IDS VPN PKI etc.

¦ Desktop Management: Remote maintenance of desktop/ laptopsfile 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 byproviding visibility of security weaknesses and the guidance to address them. It isincreasingly important for enterprises that want to achieve compliance with standardsincluding the GDPR ISO 27001 and PCI DSS.

Vulnerability Assessment - carried out through vulnerability scans isdesigned to help identify classify and address security risks. This exercise does notinclude exploiting the vulnerabilities observed during the scanning process.

Penetration Testing - a multi-layered security assessment that uses acombination of machine and human-led techniques to identify and exploit vulnerabilities inthe infrastructure systems and applications.

Service areas include:

¦ Network VA/PT - involving a rigorous testing of the network toobtain information of backdoor entries into a network. It establishes the possibility ofpenetrating the network to obtain access to the internal IT infrastructure applicationsoftware and data.

¦ Infrastructure VA - involves the scanning of the ITinfrastructure to ensure that IT assets are configured as per business and securityrequirements and that the internal environment is safe and secure.

Application Software VA/PT - vulnerabilities within web-basedapplication software (internet and mobile) are easily exploited to obtain sensitive dataor compromise customer information. Automated and manual tests are carried out to identifysuch 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 duringthe year.

5. QUALITY

During FY 2021-22 Mindteck increased focus on quality assuranceactivities to further enhance quality of delivery while enhancing the quality managementsystem by streamlining enabling processes such as sourcing management andinstitutionalisation of tools & utilities such as log parser tool in storage serviceline. With these improvements the quality management system successfully cleared the ISO9001:2015 recertification and ISO 13485:2016 surveillance audits.

The quality journey will continue with more rigor through migration ofQMS to comport to the latest standards and frameworks such as CMMI Ver 2.0 and improvingprocesses related to cloud computing in line with organisation business strategies forimproved capability consistent delivery & customer satisfaction.

6. INFRASTRUCTURE

Mindteck has local offices in the US Canada UK Germany SingaporeMalaysia Bahrain and India. In addition to space for workstations conference roomsmeeting rooms and a world- class communications system the Company's infrastructureincludes two development centres equipped with R&D laboratories (Bengaluru andKolkata India).

At the start of the pandemic the Company made the requisiteadjustments in its IT infrastructure to ensure productive and safe in-office and remoteworkplace environments for both essential and other employees while contending with peaksin the spread of the virus. Specifically access to conferencing platforms was expandedand critical support for new joinees and existing employees was provided continuously on arotational basis by the IT team security officers an electrical team and courierservices. Additionally the Company initiated plans for investment in hybrid workforcemanagement capabilities such as productivity security and asset management tools.

7. SUBSIDIARIES

On March 31 2022 Mindteck had six wholly owned subsidiaries:Mindteck Inc. (United States) Mindteck Middle East Limited WLL (Bahrain) MindteckSoftware Malaysia SDN. BHD. (Malaysia) Mindteck Singapore Pte. Ltd. (Singapore) Mindteck(UK) Limited

(United Kingdom) and Chendle Holdings Limited (British VirginIslands). Mindteck (UK) Limited has one subsidiary: Mindteck Germany GmbH (Germany) andMindteck Inc. has one subsidiary: Mindteck Canada Inc. (Canada). Mindteck SolutionsPhilippines Inc. is under closure.

The Consolidated Financials have been audited and form part of thisAnnual Report. The financials of the subsidiaries have also been audited by the respectiveAuditors. The Consolidated Financials have been prepared and audited in strict compliancewith the applicable Accounting Standards and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. AH information including

(a) capital

(b) reserves .

(c) total assets

(d) total liabilities

(e) details of investment (except in case of investment in thesubsidiaries)

(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 Affairshas been disclosed in the Consolidated Financial Statement. Financial Highlights with theIndian rupee equivalent of the figures given in the foreign currency along with exchangerate as on closing day of the financial year and the statement pursuant to Section 129(3) of the Companies Act 2013 in Form AOC-1 forms part of this Board's Report asAnnexure-1.

Further the Company undertakes that the annual accounts of theSubsidiary Companies and the related detailed information will be made available to anyinvestor seeking such information at any point of time. The annual accounts of theSubsidiary Companies and related information will also be kept for inspection by anyinvestor at Mindteck's registered office. The soft copy of accounts is available on theInvestors section of the Company's website (www.mindteck.com). The Holding as well asSubsidiary Companies regularly file the applicable data to various regulators andgovernment authorities as and when required.

None of the Subsidiaries Joint Ventures or Associate Companies ceasedduring the year except Hitech Parking Solutions Private Limited (India) on November 212021.

8. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the financial year wereon an arm's length basis and in the ordinary course of business. There were no materialRelated Party Transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons and their relatives except with its wholly ownedsubsidiaries. The particulars of such contracts or arrangements with related party areattached as Annexure-2.

During the financial year your Company had contributed towardsCorporate Social responsibility to Keyed Foundation in which one of the Director is anIndependent Director of the Company.

9. LITIGATION

No material litigation was outstanding as on March 31 2022 except onerecovery suit filed in the year 2013 in connection with advance payment made for theoffice premises which was not occupied by the Company.

10. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 91886 equity sharesduring the financial year. The issued subscribed and paid-up Equity Share Capital was Rs.257137840 as on March 31 2022.

11. FIXED DEPOSITS

The Company has not accepted any fixed deposits and as such no amountof 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 theCompanies Act 2013 forms part of the notes to the Financial Statements provided in theAnnual Report.

13. TRANSFER TO RESERVES

During the financial year the Company did not transfer any amount toits reserves.

14. DIRECTORS

As per Section 152 of the Companies Act 2013 Mr. Yusuf Lanewalaretires by rotation as a Director in the ensuing Annual General Meeting and beingeligible offers himself for reappointment. A brief resume of Mr. Yusuf Lanewala isincluded in the Annexure to the Notice of the Annual General Meeting.

The Board of Directors had appointed Ms. Keyuri Singh as AdditionalDirector and designated as Non-Executive Director on October 28 2021 as recommended bythe Nomination and Remuneration Committee. The resolution seeking the approval of membersfor the appointment of Ms. Keyuri Singh as NonExecutive Director forms part of the noticefor the 31st Annual General Meeting. A brief resume of Ms. Keyuri Singh isincluded in the notice for the Annual General Meeting.

Declarations by Independent Directors

All Independent Directors have given declarations to the effect thatthey meet the criteria of independence as laid down under Regulation 16(1)(b) and 25 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSub-Section 6 and 7 of Section 149 of the Companies Act 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has carried out anannual performance evaluation of the Board Individual Directors as well as Committeesand Chairperson.

Board Diversity

The Company places great emphasis on the principle of diversityincluding gender diversity. Diversity throughout the organisation makes great businesssense. The Company maintains that appointments to the Board should be based on merit aswell as complement and expand the skills knowledge and experience of the Board as awhole.

Policy on Directors' Appointment and Remuneration

Mindteck has an appropriate mix of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate its functionsof governance and management. As on date the Board consists of eight Directors one ofwhom is Managing Director and CEO; three are Non-Executive including one-woman Directorand four are Independent Directors. The Board periodically evaluates the need for changein its composition and size. The policy of the Company on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters as provided under

Sub-section (3) of Section 178 of the Companies Act 2013 is adoptedby the Board and uploaded on the Company's website (www.mindteck.com). We affirm that theremuneration 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 ofwhich 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 CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Vigil Mechanism/Whistleblower Policy

The Company has established a Whistleblower Policy for DirectorsEmployees and other Stakeholders to report their genuine concern and the said policy isattached as Annexure-3.

Constitution of Internal Complaints Committee

The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

15. AUDITORS

Statutory Auditor

At the 26th Annual General Meeting held on August 11 2017 Members ofthe Company appointed Statutory Auditor S.R. Batliboi & Associates LLP CharteredAccountants (Firm Registration No. 101049W/E300004) Bengaluru for a period of five (5)years who shall hold the office up to the conclusion of the 31st AnnualGeneral Meeting. During the year the Statutory Auditor confirmed its eligibility andindependence criteria to hold office. The Board recommends the appointment of SureshSurana & Associates LLP Chartered Accountants (Firm Registration No. 121750W/W-100010) to the shareholders in the ensuing Annual General Meeting who has confirmed theireligibility and willingness to accept the office of Auditor if appointed for a period offive (5) years i.e. up to the Annual General Meeting of FY 2026-27 as per the CompaniesAct 2013.

Secretarial Auditor

CS S Kannan a Practicing Company Secretary was appointed to conductthe Secretarial Audit of the Company for the FY 2021-22 as required under Section 204 ofthe Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the FY2021-22 forms part of this Board's Report as Annexure-4.

Cost Auditor

The maintenance of cost records as specified by the Central Governmentunder Sub-section (1) of Section 148 of the

Companies Act 2013 is not applicable to the Company and accordinglysuch accounts and records are not maintained.

The Board noted the reports provided by the Statutory Auditor andSecretarial Auditor and confirmed that there are no qualifications reservations oradverse remarks.

16. ANNUAL RETURN

In accordance with Section 92(3) and 134(3)(a) of the Companies Act2013 the annual return in the prescribed format is displayed on the website of theCompany (Weblink: https://www.mindteck. com/annual-return).

17. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulatorsthe Courts or Tribunals impacting the going concern status and the Company's operation inthe future. The details of Tax Matters are disclosed in the Standalone FinancialStatements.

18. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies safeguarding its assets prevention and detection of frauds and errors accuracyand completeness of the accounting records and timely preparation of the reliablefinancial disclosures.

19. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME

Mindteck has an established familiarisation programme for itsIndependent Directors. The business heads Managing Director and CEO Delivery Head ChiefFinancial Officer and the Company Secretary make presentations on business models natureof industry and its dynamism the roles responsibilities and liabilities of IndependentDirectors. Further updates on business statutory law and industry are made available toIndependent Directors especially to the Audit Committee members on an ongoing basis byinternal teams and Statutory and Internal Auditors on a quarterly basis.

20. PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached as Annexure-5 to the Board's report.

The list of employees who were employed throughout the financial yearand in receipt of remuneration of Rs. 102 lakhs or more or employed for part of the yearand in receipt of Rs. 8.50 lakhs or more per month and the List of Top 10 employees underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are mentioned in the following page:

Top 10 employees of the Company based upon the remuneration drawnduring the FY 2021-22

Employee Name Designation Remuneration Received (in Rs.) Nature of Employment Qualification Experience (in years) Date of Commencement of Employment Age Last Employment Percentage of Equity Shares held by the employee in the Company Any such employee is a relative of any Director or Manager of the Company and if so name of such Director or Manager
Anand Balakrishnan Managing Director and CEO 16474167 Contractual CA and CPA 29 30-Jan-2019 49 Wipro GE Fleatthcare Private Limited 0.04% NO
Ramachandra M S Chief Financial Officer 7150329 Employee CA and DipIFR 16 01-Jul-2019 42 Spera Management Group 0.00% NO
Arup Banerjee Senior Vice President - Global Delivery and Practices 6120148 Employee B E and M.Tech 34 08-Jul-2011 56 Wipro Ltd 0.00% NO
Harish A Nair Senior Vice President - Sates 5498632 Employee MBA 25 15-0ct-2020 48 US Technology International Private Limited 0.01% NO
Shivarama Adiga S. Vice President - Legal and Company Secretary 5332468 Employee C.S M.Com and LLB 45 18-Mar-2013 63 Diligent Media Corporation Limited 0.02% NO
Surjit Lahiri* Vice President - Technology 4839331 Employee B. Tech 31 29-Mar-2005 52 Novellus India Pvt Ltd 0.05% NO
Pradeep K Vice President-Flu man Resources 4075310 Employee MHRM PGDHRM 25 02-Aug-2012 49 IDExcel Technologies Private Limited 0.01% NO
Ayushman Ghosh General Manager - Delivery 3430829 Employee M.Sc. 30 Ol-Jul-1999 52 PCL Mindware 0.01% NO
V Manju Reddy Associate Vice President-EDS 3428076 Employee B.E. 27 01-0ct-2020 49 Digital Systems 0.00% NO
Jigar Prabhudas Vasani Senior Regional Director-Sales 3380629 Employee MBA 20 04-Aug-2020 41 Johnson & Johnson Private Limited 0.00% NO

*Mr. Surjit Lahiri resigned w.e.f. March 03 2022

List of employees who were employed throughout the financial year andin receipt of remuneration of Rs.102 lakhs or more or employed for part of the year andin 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 Last Employment Percentage of Equity shares held by the employee in the Company Any such employee is a relative of any Director or Manager of the Company and if so name of such Director or Manager
Anand Balakrishnan Managing Director and CEO 16474167 Contractual CA and CPA 29 30-Jan-2019 49 Wipro GE Flealthcare Private Limited 0.04% NO

21. COMMITTEES OF THE BOARD

Currently the Board has four Committees: Audit Committee Nominationand Remuneration Committee Corporate Social Responsibility Committee and StakeholdersRelationship Committee.

A detailed note on the Board and its Committees is provided under theCorporate Governance report in this Annual Report. The composition of the Committees andcompliances 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 Company's 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 Company's Code of Business Conduct and Ethics. The Whistleblower Policy is attached as Annexure-3 to the Board's Report.
Ms. Keyuri Singh - Member
Mr. Guhan Subramaniam - Member
Mr. Subhash Bhushan Dhar - Member
¦ 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's website.
Nomination and Remuneration Committee Mr. Guhan Subramaniam - Chairperson ¦ The Committee oversees and administers executive compensation operating under a written charter adopted by the Board of Directors.
Mr. Yusuf Lanewala - Member
Mr. Subhash Bhushan Dhar - Member Ms. Keyuri Singh - Member Mr. Jagdish Malkani - Member ¦ The Committee has designed and continuously reviews the compensation program for the Managing Director and senior executives to align both short and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals.
Mr. Satish Menon - Member ¦ 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 employee compensation.
¦ The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is uploaded on the Company's website (Weblink: https://www.mindteck.com/assets/ investor_pdf/Nomination_Remuneration_Policy.pdf).
Corporate Social Mr. Yusuf Lanewala - Chairperson ¦ The Board has laid out the Company's policy on Corporate Social
Responsibility Committee Mr. Anand Balakrishnan - Member 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 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's Report.
¦ The contents of the CSR policy are available on the Company's website (Weblink: https://www.mindteck.com/assets/investor_pdf/CSR_Policy.pdf)
Stakeholders Relationship Committee Mr. Satish Menon - Chairperson ¦ The Committee reviews and ensures redressal of investor grievances.
Mr. Yusuf Lanewala - Member ¦ The Committee notes all the grievances of the investors and takes suitable action accordingly.
Mr. Guhan Subramaniam- Member
Mr. Meenaz Dhanani-Member

22. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management (ERM) framework toidentify and evaluate business risk opportunities. This framework seeks to createtransparency minimize adverse impact on business objectives and enhance the Company'scompetitive advantage. The business risk policy defines the risk management approachacross the enterprise at various levels including documentation and reporting. The modelhas different

modes that help in identifying risk trends exposure and potentialimpact 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 riskidentified.

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