Your Directors have pleasure in presenting the 14^th Annual Report on the business and operations of the Company
along with the Audited Financial Statements and Boards' Report for the Financial Year ended March 31^st, 2024.

1. FINANCIAL RESULTS

The details of the Company's performance for the year under review along with the previous year's figures are given
hereunder:

2. STATEMENT OF COMPANY AFFAIRS & OPERATIONAL PERFORMANCE
Overview:

Your company has established itself as a dependable and prosperous provider of IT solutions throughout the
years. We have consistently fulfilled and surpassed the requirements of our clients in this dynamic and ever-
changing industry. With expertise and unwavering commitment, our company has maintained its position as a
reliable partner for businesses seeking superior IT services.

In today's competitive business landscape, staffing agencies play a pivotal role in connecting exceptional
talent with suitable positions. IT enterprises are continuously in search of skilled individuals to fill both
permanent and temporary roles. Consequently, the significance of staffing agencies has grown significantly,
enabling businesses to swiftly and effectively find the right professionals to meet their needs.

However, the global staffing industry faced significant challenges over the past year. Unfortunately, our
company's profitability for the current year has declined compared to the previous year. This decrease in
profitability can be attributed to our inability to proportionately reduce costs despite a decline in revenue,
primarily due to the substantial portion of our costs being allocated to employee salaries.

Your Company acknowledge that this fall is temporary and do not diminish the long-term benefits. The Company is
expecting good business from a few prospective clientele which can boost the revenue as well as profitability of the
Company.

Your company is trying to meet these challenges head-on through strategic partnerships with offshore development
centers. By implementing strong risk management frameworks, we are overcoming current obstacles and
enhancing our ability to harness global collaboration. This strategy not only enables us to tap into international
talent and expertise but also ensures cost-effectiveness and operational efficiency.

We are committed to delivering sustainable solutions that not only drive business growth but also foster enduring
client partnerships. With an expanded range of services, our goal is to offer comprehensive and highly satisfactory
solutions that meet the evolving demands of today's businesses.

Standalone Performance: During the year under review your company reported a slight rise in revenue from
operations amounting to an amount of INR 3,497.93 Lakhs as compared to an amount of INR 3,390.72 Lakhs earned
in the previous Financial Year. The Company has marked a marginal growth of 3.16 % in its turnover during the FY
2023-24 as compared to a growth of 54 % made during the FY 2022-23. Considering the downfall in Indian market,
the Company has witnessed a downfall of around 3.33% in the Domestic turnover during the period under report,
whereas the turnover from Exports has made a substantial growth of around 11 7%.

The Company has recorded a Gross Profit (PBT) of INR 24.69 lakhs compared to INR 90.50 lakhs earned in the
previous financial year and Profit after tax (PAT) of INR 17.93 Lakhs as compared to a profit of INR 64.46 Lakhs
earned during the previous financial year.

The EPS for the FY 2023-24 is reported to be INR 0.42 as compared to INR 1.52 in FY 2022-23 , showing a fall of
72.36%.

Consolidated Performance: The Company has shown a proven record of consistency and is efficient in its
performance. However, the Consolidated Revenue during the period under report aggregates to an amount of INR
4437.31 Lakhs as compared to an amount of INR 4582.07 Lakhs earned during the previous financial year resulting
in a reduction of 3.2%, the Company has recorded an increase in its profit after tax (PAT) and has recorded a Profit
of INR 19.53 Lakhs during the year under report as compared to Loss of an amount of INR 13.33 Lakhs in the
previous year 2022-2 resulting in a substantial growth of 246.46%.

The markets in USA are performing well resulting in better performance of the wholly owned subsidiary of the
Company i.e. Mindpool Technologies INC, USA and therefore has resulted in increase in the Profitability during the
FY 2023-24. The increase in profits can be attributed to the positive economic indicators in the US, which have
created favorable market conditions benefiting our business operations. Therefore, the optimistic outlook detailed
above has resulted in a positive impact on our overall performance.

Subsidiary Performance:

Mindpool Technologies Inc.- The wholly owned subsidiary of the Company generated a Revenue of USD 1.135
Million (INR. 946.09 Lakh) during the period under report as compared to an amount of USD 1.479 Million (INR.
1,191.35 Lakh) earned during the previous financial year resulting in a reduction of approximately 20.58%. Also, the
Company has recorded Profit of USD 1,936.02 (INR 1.61 Lakhs) during the year under report as compared to loss of
USD 96 Thousand (INR 77.79 Lakhs) in the previous year 2022-23 resulting in a growth of approx. 102%.

3. DIVIDEND

The Directors of your Company are of the view that as the Company is undergoing a period of growth, and we
require additional capital to further strengthen our operations and elevate the standard of services we provide and
hence the Board of Directors has decided to forego any dividend payments for the current financial year. Instead,
they have chosen to allocate the profits towards an expansion plan that will ensure long-term growth and success
for the company.

4. NATURE OF BUSINESS

Throughout the review period, Your Company has maintained its focus on IT staffing, payroll processing,
recruitment services, web application development, and digital marketing. There has been a deliberate emphasis
on expanding digital marketing and web-based services to establish a sustainable business model for the future and
to progress towards achieving the Company's long-term objectives. The Company's operations and practices have
remained consistent without any alterations during this period.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Company has seen tough time during the FY 2023-24 in IT staffing industry. However, the Company has been
dedicated and determined to provide quality services to its existing and new clients leading to a balanced and
trustworthy client base. The Directors of your company have been able to establish a management system which is
efficient in the overall development of the Company, including its employees and other stakeholders. The Board is
keen at pacing with various strategies and factors which are key in reaching the desired objectives:

Offerings and Profitability: With a proven track record in staffing and IT consulting, our digital marketing offerings
have also shown success. This expansion allows us to provide comprehensive digital solutions to our customers.

Human Resource: Your Company treats its "human resources" as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs
that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent
internally through job rotation and job enlargement.

Sales: Post COVID things has started changing. Client started working on hybrid model and this is helping us to
meet them in person and build strong relationship. We also expand our sales team in digital business. As an
impact, greater emphasis is demanded for digital sales enablement, and to counter the same, we have upgraded
sales effectiveness in terms of tools, training and extended reach with new digital channels and solutions.

Performance Metrics: Even though covid has gone but it has hit growth economy of many countries specially in
North America & Europe. However, as we know that increase in efficiency and supply of services in a timely manner
is the only path which results in higher revenue and growth of the business, despite of the challenges and obstacles,
your Company has been able to maintain an efficient performance throughout the year. The Board of your
Company has taken due care of all the factors affecting the performance, keeping in mind the work from home
requirements and necessities.

Marketing and Market Environment: The marketing landscape has also undergone key changes and digital
marketing has been overemphasized, although we have always been in the forefront of digital marketing space and
have included it as our core marketing strategy since our early years.

Impact Of Recession in USA: Despite post covid speculations of recession hitting the western market, we have
witnessed some growth in the business in US which has positively impacted the results of our subsidiary company.
Nonetheless, the Company has been taking all preventive measures in further getting good business from US and
western world in the years to come.

6. LISTING INFORMATION

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

7. HOLDING COMPANY

Your Company does not have any holding company or entity. The shareholding of the Company is as detailed in
the Annual Report of the Company.

8. DETAILS OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March 2024, your company has one wholly owned Subsidiary Company, i.e., Mindpool Technologies
Inc. incorporated as per the laws of United States of America. Following are the details of your Company's
holding Structure in Mindpool Technologies INC:

Pursuant to the on-going divestment, your Company has disposed off holding in the equity capital of S A Tech Software
India Limited and w.e.f. from March 31^st, 2024 the Company holds equity shares aggregating to 19.29% in the Share
Capital of former subsidiary. As a result of the same, S A Tech Software is neither a subsidiary nor an associate of your
Company.

The details of Divestment carried out in the capital of S A Tech Software India Limited is as follows:

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

9. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

In accordance with the consent granted by the shareholders in the 11^th AGM of your Company, with the approval
of the Board of Directors, the Company has been carrying out the divestment process in S A Tech Software India
Limited. Considering the same, S A Tech Software India Limited ceased to be a subsidiary of the Company in FY

2021- 22 pursuant to divestment of 47000 shares and thereafter ceased to an Associate of the Company in FY

2022- 23 pursuant to divestment of further 83,846 shares. As on the date of the report, S A Tech Software India
Limited is neither a Subsidiary nor an Associate of the Company.

10. ACCOUNTS OF SUBSIDIARY COMPANIES

The Company has one wholly owned Subsidiary Company as on March 31^st 2024. The details regarding the
financial statements on standalone as well as on consolidated basis of the said subsidiary and associate have
been furnished and attached to this report as Annexure-I in Form AOC-1.

11. RESERVES

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

12. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

As per the provisions of clause (l) of sub-section 3 of Section 134 of the Companies Act, 2013, no changes have
occurred between the end of the financial year, i.e., from 1^st April 2023 and till the date of this report, which has
or may be affecting the financial position of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that
they meet the criteria of independence as mentioned under Regulation 16(1 )(b) of the Listing Regulations and
that they are independent of the management.

Changes in composition:

During the period under report, the was no change in the composition of the Board of the Company.
Retirement by Rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the Directors
are liable to retire by rotation and if eligible offer themselves for re-appointment. In the ensuing Annual General
Meeting Mr. Ritesh Sharma (DIN: 02676486) Director of the Company is liable to retire by rotation and being
eligible offers himself for re-appointment.

Composition of Key Managerial Personnel:

In pursuance to provisions of Section 203 of the Companies Act, 201 3 read with the applicable rules and other
applicable provisions of the Companies Act, 2013, the designated Managerial Personnel and Key Managerial
Personnel (KMP) of the Company as on 31^st March, 2024 are as follows:

14. NUMBER OF BOARD MEETINGS

Five (5) meetings of the Board of Directors were conducted during the FY 2023-24 in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder on the following dates:

• 26^th May, 2023

• 5^th August, 2023

• 19^th August, 2023

• 10^th November, 2023

• 09^th March, 2024

The intervening gap between two board meetings was within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1.

The Directors Attendance in meetings of the Board were as follows:

15. GENERAL MEETINGS:

During the year under review, your Company has conducted its 13^th Annual General Meeting on 15^th September,
2023 in Physical mode as per the guidelines issued by the Ministry of Corporate Affairs and Securities Exchange
Board of India, respectively.

16. COMMITTEES OF BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the
delegated authority. The following statutory Committees constituted by the Board function according to their
respective roles and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee.

Details of the composition, role of the Committee and number of meetings held for respective committees as on
31^st March, 2024 is as follows:

I. Audit Committee:

A. Number of Meetings:

Four (4) meetings of the Audit Committee were conducted during the FY 2023-24 on the following dates:

• 26^th May, 2023

• 5^th August, 2023

• 10^th November, 2023

• 09^th March, 2024

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

1. Oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the
Board for approval, with particular reference to:

a) matters required to be included in the Directors' Responsibility Statement to be included in the Boards' Report in terms of
clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

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

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

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

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

f) Disclosure of any related party transactions;

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

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

2. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter;

3. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit
process;

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

5. Scrutiny of inter-corporate loans and investments;

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

7. Evaluation of internal financial controls and risk management systems;

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

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;

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

11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board;

12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;

13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

14. To review the functioning of the whistle blower mechanism;

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

1 6. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

I. The audit committee mandatorily reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

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

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

4. Internal Audit Reports relating to internal control weaknesses; and

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

6. Statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1). (b) Annual Statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

II. Nomination & Remuneration Committee:

One (1) Meeting of the Members of Nomination & Remuneration Committee was held on 26^th May, 2023.

The Company's policy on Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of
section 178 is as per the Nomination and Remuneration Policy and the Terms & Conditions of appointment of
Independent Directors as annexed herewith this report as Annexure-III. The said policies are also available on
the website of your Company at the web link: https://www.mindpooltech.com/investors.htm/.

III. Stakeholders Relationship committee:

The Members of Stakeholder Relationships Committee conducted their meeting on 26^th May, 2023.

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

1. Redressal of shareholders'/investors' complaints;

2. Reviewing on a periodic basis the approval of transfer or transmission of shares, debentures or any other
securities made by the Registrar and Share Transfer Agent;

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

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

5. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

The details of Investors complaints received and resolved during the Financial Year 2023-24 are
as under:

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

The Nomination & Remuneration Committee has set up formal mechanism to evaluate the performance of the
Board of Directors as well as that of its Committee and individual Directors, including Chairman of the Board, Key
Managerial Personnel/ Senior Management etc.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and Listing Regulations. The performance of the Board
was evaluated by the Board after seeking inputs from all the Directors based on criteria such as the board
composition and structure, effectiveness of board processes, information and functioning, etc. The performance
of the Committees was evaluated by the Board after seeking inputs from the Committee members based on
criteria such as the composition of committees, effectiveness of Committee meetings, etc.

Pursuant to the provisions of sub-section 3 of Section 134 of Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, a meeting of the Independent Directors of the Company was conducted on
09^th March 2024, to evaluate the performance of the Board of Directors at large, the Committees of the Board
and the performance of every individual Director, including the executive directors, chairman and the
independent directors. The Directors further evaluated the quality, quantity, and timeliness of flow of information
between the company management and the Board and whether there has been any unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or ethics policy.

18. DECLARATION BY INDEPENDENT DIRECTORS

As per the provisions of Section 149 sub section 6 & 7 and other applicable provisions of Companies Act, 2013
and the rules thereunder, your Company has duly received the declaration of Independence from all the
Independent Directors during the financial year 2023-24 and that the said declarations were placed before the
Board.

The Board further ensures that all the Independent Directors of the Company were/are eligible to be appointed
as the Independent Directors as per the criteria laid down by Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015.

Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that
they meet the criteria of independence as mentioned under Regulation 1 6(1 )(b) of the Listing Regulations and
that they are independent of the management.

In terms of Section 1 50 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.

19. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provisions of Corporate Governance Disclosure are not applicable to the Companies listed
on the SME platform. Hence your Company is not required to disclose information as covered under Para (C), (D)
and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company is not required to have the de-mat suspense account neither unclaimed suspense account.

However, the Board of Directors and the management of the Company take all necessary steps to ensure that a
good corporate governance structure is maintained and followed by the Company. The Board is moving ahead
with an aim of maintaining a sustainable corporate environment which can keep a check and balance on the
governance of the Company.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
is annexed as Annexure- IV hereto and forms part of this Report.

21. MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other
details, required pursuant to Section 1 97(12) of the Companies Act, 201 3 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, alongwith
the Remuneration paid to the Directors including the Managing Director and Key Managerial Personnel of the
Company are given in Clause 22 forming part of the Directors Report.

22. PARTICULARS OF EMPLOYEE REMUNERATION

The information required pursuant to Section 197 read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company
is as follows:

i. The percentage increase in remuneration of each Director and Chief Financial Officer during the Financial Year
2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel
(KMP) against the performance ofthe Company are as follows:

* Median remuneration for the financial year was Rs. 4,05,600/- (Rupees Four Lakh Five Thousand Six Hundred Only)

i. There were 213 permanent employees on the rolls ofthe Company during the financial year 2023-24.

ii. Comparison of Remuneration ofthe Key Managerial Personnel(s) againstthe performance ofthe Company:

iii. Change in the total remuneration of Directors and Key Managerial Personnel during the year under report in
comparison to last year is as specified in the table above.

iv. The turnover ofthe Company has increased by 3.16%.

v. The Particulars of the employees who are covered by the Provisions contained in Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a. Employed throughout the year -- Nil

b. Employed for part of the year --Nil

vi. It is affirmed that remuneration paid during the financial year 2023-24 is as per the Remuneration Policy ofthe
Company.

23. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set
for the Company. As a part of Risk Management policy, the relevant parameters for protection of environment,
safety of operations and health of people at work are monitored regularly.

The Board does not foresee any risk which might threaten the existence of the Company. The web link for the
policy is as follows: https://www.mindpooltech.com/investors.html.

24. PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposit from the public or members of the company within the
meaning of Section 73 of the Companies Act, 2013 read with the Rules made thereunder.

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

A. CONSERVATION OF ENERGY

B. Technology Absorption, Adoption and Innovation:

C. FOREIGN EXCHANGE EARNING AND OUTGO

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As your Company does not attracts any of the three criteria specified as per the provisions of Section 135 of the
Companies Act, 2013, it is not mandated by law to make Corporate Social Responsibility expenditures equivalent
to two percent of the average net profits during the financial year. Irrespective of the fact of non-applicability,
your Company constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values
with business objectives.

27. AUDITORS

A. Statutory Auditors:

The members have appointed M/s R B Sharma and Co., Chartered Accountants, (Firm Registration No. 109971W)
in their 9^th Annual General Meeting held on September 20^th, 2019 for a period of five (5) consecutive years i.e. till
the conclusion of the 14^th Annual General Meeting of the Company to be held in F.Y. 2024-25 and conduct audit
for the F.Y. 2023-24.

B. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj & Co. LLP, Pune
to undertake the Secretarial Audit of the Company for the year under review. The Secretarial Audit Report in form
MR-3 is provided as "Annexure-V".

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the provisions of Secretarial Standards on Board meeting and General
Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

29. AUDITORS' REPORT

The Auditors' Report is with un-modified opinion and self-explanatory and do not require any further
explanations or comments under Section 134(3) of the Companies Act, 2013. There were no qualifications,
reservations, observations or adverse remarks made by the Statutory Auditors in their report.

There were following observations made by the Secretarial Auditors in their Report:

The Company has submitted prior intimation of the Board Meeting proposed to be held on 26th May 2023, for
approval of financial results for the year ended 31st March 2023, with delay and to that extent it has not complied
with erstwhile Proviso of Regulation 29(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Reply: The Company had made efforts to submit the Intimation to the National Stock Exchange on Friday, 19th
May 2023, i.e. the date of dispatch of notice to the members of the Board. However, due to temporarily non-
availability/operation of the NEAPs portal (NSE website), the intimation was not submitted. A screenshot of the
same was submitted with NSE but it was considered at a shorter notice by the exchange considering only 4 days
in between the date of intimation and the date of Board Meeting.

30. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants,
including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews
performed by management and the relevant board committees, including the Audit Committee, the Board is of
the opinion that the Company's Internal Financial Controls were adequate and effective during FY 2023-24.

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

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

B. That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at 31^st March, 2024 and of the profit/loss of the company for the
year ended 31^st March, 2024.

C. That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

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

E. That the directors have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating efficiently; and

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

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the year under review, there were no orders passed by the regulators or courts or tribunals which would
impact the going concern status of the Company and its future operations.

32. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company shall be uploaded on the
website of the Company within prescribed the time period after the ensuing Annual General Meeting of the
Company and the Annual Returns for previous years are available on the website of the Company at:
https://www.mindpooltech.com/investors.

33. COST RECORDS APPLICABILITY

Maintenance of cost records under sub-section (1) of section 1 48 of the Companies Act, 2013 are not applicable
to the business activities as carried out by the Company.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review the Company has not given any loans, guarantees or securities as per the
provisions of Section 185 and 1 86. In the Financial Year, FY 2021-22 the Company had granted loan to S A Tech
Software India Limited, the then Subsidiary of the Company in compliance with Section 186 of the Companies
Act, 2013 and in furtherance of the approval granted by the members in their 11^th Annual General Meeting. The
particulars of the Loan outstanding as on 31^st March, 2024 are as under:

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangement, transaction entered by the Company during the financial year with the related
party were in the ordinary course of business and on arm's length basis. Financial Statements set out the
details of all related party transactions, as per accounting standards. Details of Related Party transactions as
per Section 188 have been specified in AOC-2 as Annexure - II

36. INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control in implementation with reference to the Financial
Statement and is operating effectively. The Company has a well-placed, proper and adequate internal financial
control systems which ensures that all assets are safeguarded and protected and that the transactions are
authorized, recorded and reported correctly. The Company's internal financial control system also comprises
due compliances with Company's policies and Standard Operating Procedures (SOP's), supplemented by
internal audits from Internal Auditors.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no cases reported during the FY 2023-24 under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013.

38. VIGIL MECHANISM / WHISTLE BLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of
the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit
Committee. The web link for the policy is as follows: https://www.mindpooltech.com/investors

39. EVENT BASED DISCLOSURES

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under
ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the
company has nothing report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share
Capital & Debentures) Rules, 2014.

40. ACKNOWLEDGEMENT

Your Directors express their deep gratitude to the members of the Company, for all support provided to the
Company from time to time and the trust and confidence reposed in the Board of Directors of the Company.
Your Directors also wish to thank the Bankers and Business Associates for all the help and encouragement they
extended to the Company.

By Order of the Board
For, Mindpool Technologies Limited

Sd/-

Ritesh Ramavtar Sharma

^{Date:24/08/2024} (Chairman & Managing Director)

^Place:Pune (DIN: 02676486)