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

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. Mindteck's 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.

Mindteck's Consolidated profit after tax for the financial year 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
financial position of the Company which occurred 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
University's 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 today's 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 mechanical design, through
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.

Mindteck's 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)

Mindteck's 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
operational efficiency, elevate 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 today's 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,
Mindteck's 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.

• 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 testing and
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 today's 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
firmware upgrade and feature 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-IntegratedAEDSolution: 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, firmware development, hardware board
optimisation for improved system efficiency, end-to-end
software verification and validation (V&V), and end-of-line
testing.

• End-to-End Legacy Quality System Migration: Supported the
development and implementation of a large-scale migration
solution for a global medical device manufacturer's 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.

Mindteck’s 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.

Mindteck's 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.

Mindteck's 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 Company's 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:

• AIInitiatives: 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 file systems (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 Company's expertise spans diverse
domains such as web, mobile, embedded devices, networks,
hardware and firmware, databases, web services, cloud
environments, connectivity, and interoperability. Specialised
proficiency in domain-specific testing — particularly in data
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-ied 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
acceierate 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 ciient appiication running on the
embedded device platform. It can simulate human interaction
across WinCE and Linux piatforms—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 vaiidation. The framework supports paraiiei 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 muiti-ievei
environment execution, capture screen recording, and
push the test results to Azure DevOps, with retry logic
impiementation to handie fiaky UI faiiures. The automation
framework supports seif-heaiing 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 giobai infrastructure across hardware,
networks, cioud piatforms, and enterprise appiications, 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, iaptops,
print services, and peripherais.

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

Mindteck's 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. The QMS was further
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)
(f) turnover (g) profit before taxation (h) provision for taxation
(i) profit after taxation and (j) proposed dividend as directed
by the Ministry of Corporate Affairs, has been disclosed in the
Consolidated Financial Statement. Financial Highlights with
the Indian rupee equivalent of the figures given in the foreign
currency, along with exchange rate as on closing day of the
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 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 Mindteck's registered office. The soft copy of
accounts is available on the Investors section of the Company's
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 arm's 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 year.
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 year, the Company did not transfer to its
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 re¬
appointment. A brief resume of Mr. Meenaz Dhanani is included in
the Annexure to the Notice of the Annual General Meeting.

Declarations by Independent Directors

AIL 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 Company's 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
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The details required to be disclosed under Rule 8(5)(x) of the
Companies (Accounts) Rules, 2014 are as under.

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. laved 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
Board's Report as Annexure-4.

Cost Auditor

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

The Board noted the reports provided by the Statutory Auditor and
Secretarial Auditor, and confirmed that there are no qualifications,
reservations or adverse remarks.

16. ANNUAL 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 material orders passed by the
Regulators, the Courts, or Tribunals impacting the going concern
status and the Company's 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 Company's 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 Company's 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. PARTICULARS 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 Board's report.

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

21. COMMITTEES 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:

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 Company's 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 identified several 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 preparation of the annual financial statements 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 financial statements have been prepared on a
going concern basis;

e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;

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

26. CSR INITIATIVES

During FY 2025-26, more than 2% of Mindteck's 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. MINDTECK 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/

Disciosures-pursuant-to-SEBI-SBEB-SE-Reguiations-2021.pdf)

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

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

30. ACKNOWLEDGEMENTS

The Directors 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
Company's 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

4c

Javed Gaya

Chairman
(DIN: 01481518)

Bengaluru, India
May 19, 2026