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Company Information

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MINDTECK (INDIA) LTD.

22 May 2026 | 12:00

Industry >> IT Consulting & Software

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ISIN No INE110B01017 BSE Code / NSE Code 517344 / MINDTECK Book Value (Rs.) 89.33 Face Value 10.00
Bookclosure 01/08/2025 52Week High 308 EPS 9.86 P/E 20.31
Market Cap. 640.27 Cr. 52Week Low 145 P/BV / Div Yield (%) 2.24 / 0.50 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2025-03 

The fair value of investment property has been determined by registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The registered valuers have appropriate recognised professional qualifications and recent experience in the location and category of the properties being valued.

The registered valuers have considered valuation techniques including direct comparison method and discounted cash flows in arriving at the fair value as at the reporting date. These valuation methods involve certain estimates. The management has exercised its judgement and is satisfied that the valuation methods and estimates are reflective of the current market conditions.

The direct comparison method involves the analysis of comparable sales of similar properties and adjusting the sale prices to that reflective of the investment properties. The discounted cash flows method involves the estimation of an income stream over a period and discounting the income stream with an expected internal rate of return and terminal

yield. The valuation model considers the present value of net cash flows to be generated from the property, taking into account the expected rental growth rate, vacant periods, occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected cash flows are discounted using risk-adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location (prime vs secondary), tenant credit quality and lease terms.

Significant increases/(decreases) in estimated rental value and rent growth per annum in isolation would result in a significantly higher/ (lower) fair value of the properties. Significant increases/(decreases) in long-term vacancy rate and discount rate (and exit yield) in isolation would result in a significantly lower/ (higher) fair value.

All resulting fair value estimates for investment properties are included in level 3. Refer note 40.

a. Mindteck Employees Welfare Trust (‘Trust’)

Mindteck Employee Welfare Trust (the Trust) held 416,000 equity shares of the Company. The Trust acquired the shares, with funds provided by the Company by way of loan to the Trust. The Trust was set up with the objective of supporting employees share-based compensation plan (ESOP). During the year ended March 31, 2024, the existing ESOP Scheme was woundup and a portion of the shares held by the Trust were sold as permitted by SEBI Regulations. The funds generated from sale were used to repay the loan to the Company. Accordingly, provision of Rs. 229 Lakhs towards the loan to the Trust, carried in the standalone financial statements of the Company was reversed, as an exceptional item.

During the year ended March 31, 2025, additional 224,449 shares were sold and the proceeds were used for repayment of balance loan of Rs. 30 lakhs. Loan receivable from the Trust as on March 31, 2025 is Rs. NIL (March 31, 2024: Rs. 30 lakhs).

The Company amended the objectives of the Mindteck Employees Welfare Trust ('Trust') to include employee welfare activities, following the winding-up of the ESOP Scheme 2020 administered by the Trust, effective from November 12, 2024. As a result of this amendment, the Company has merged the financials of the Trust with its Standalone Financial Statements, effective November 12, 2024. Consequently, interest income of Rs. 18 lakhs gross income, earned on a fixed deposit held by the Trust, is included in the Other Income of the Company's Standalone Financial Statements. Total reserves of Rs. 618

iakhs—comprising Rs. 548 lakhs from profit on the sale of shares, Rs. 62 iakhs in accumulated reserves of the Trust, and Rs. 8 iakhs of interest income transferred from the retained earnings—are now part of the MEWT Reserves in the Standalone Financial Statements and are designated for the benefit of the Company's employees.

b. On April 01, 2008, the Company acquired 100% equity in its feiiow subsidiary Chendie Holdings Limited, BVI ('Chendie Holdings') including its wholly owned subsidiary Primetech Soiutions Inc., USA at an agreed vaiuation of USD 6,600,000 (approximateiy Rs 264,664,741) and the purchase consideration was agreed to be settied by a fresh issue of the equity shares of the Company to the sharehoiders of Chendie Hoidings. The issue of equity shares to discharge the purchase consideration has been recorded at a price of Rs 73.54 per equity share, being the fair vaiue of the equity shares issued as per the vaiuation carried out by the independent vaiuer.

Of the totai purchase consideration payabie, 38,579 equity shares (March 31, 2024: 38,579 equity shares) have been reserved for allotment to certain shareholders of Chendie Hoidings, subject to the furnishing of Permanent Account Number ('PAN') and other requirements by these sharehoiders. The submission of PAN is a pre-requisite to compiete the aiiotment of shares. The Company is in the process of foiiowing up with the sharehoiders of Chendie Hoidings to obtain the PAN and upon receiving the PAN, the Company wouid aiiot the remaining shares to these sharehoiders.

d. Terms/rights attached to equity and preference shares

The Company has two ciass of shares referred to as equity shares having a par vaiue of Rs 10 and cumuiative, non-convertibie, redeemabie preference shares having a par vaiue of Rs 100. Each hoider of the equity share, as refiected in the records of the Company as of the date of the sharehoiders meeting, is entitied to one vote in respect of each share heid for aii matters submitted to vote in the sharehoiders meeting.

The Company deciares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approvai of the sharehoiders in the ensuing Annuai Generai Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts. However,

no such preferential amounts exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

h. On September 24, 2024, the Company issued 63,69,611 fully paid-up bonus shares of Rs. 10 each, in the ratio of 1 bonus share for every 4 fully paid-up equity shares held, to shareholders whose names appeared in the Register of Members as of September 20, 2024, the record date fixed for this purpose. This issuance was approved by the members through a Postal Ballot Notice dated August 08, 2024. The bonus shares will rank equally with the existing equity shares of the Company in all respects. As a result of this bonus issue, the Company's paid-up capital has increased to Rs. 3,185 lakhs from Rs. 2,548 lakhs. Consequently, the earnings per share (both Basic and Diluted) have been adjusted for all periods presented.

i. Capital reserve

The Company has created capital reserve in the earlier years.

ii. Capital redemption reserve

In accordance with Section 69 of the Companies Act 2013, during the year ended March 31, 2023, the Company has created 'Capital Redemption Reserve' of Rs.51 lakhs equal to the nominal value of the shares bought back as an appropriation from free reserves.

iii. Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilized in accordance with the provisions of the Companies Act, 2013.

iv. MEWT reserves

MEWT reserves includes accumulated reserves of the Trust,accu1mu1ated upto the amendment of the objectives of the Trust to include employee welfare activities, following the winding-up of the ESOP Scheme 2020 administered by the Trust, effective from November 12, 2024 and earnings on surplus in the trust.The funds are reserved for distribution to the employees in accordance with the terms of winding up and SEBI regulations.

v. Employee stock option reserve account

The Company has established various equity settled share based payment plans for certain categories of employees of the Company and subsidiaries. Refer Note 39 for further details on these plans.

As of March 31, 2023, Mindteck Employee Welfare Trust (the Trust) held 416,000 equity shares of the Company. The Trust acquired the shares, with funds provided by the Company by way of loan to the Trust. The Trust was set up with the objective of supporting employees share-based compensation plan (ESOP). During the year ended March 31, 2024, the existing ESOP Scheme was woundup and 191,551 shares held by the Trust were sold as permitted by SEBI Regulations. The funds generated from sale were used to repay the loan to the Company. Accordingly, provision of Rs. 229 lakhs towards the loan to the Trust, carried in the standalone financial statements of the Company has been reversed, as an exceptional item. Loan receivable from the Trust as on March 31, 2025 is Rs. Nil lakhs (March 31, 2024: Rs. 30 lakhs).

30. Contingent liabilities and commitments

Amount in Rs. lakhs

(A) Particulars

As at

March 31, 2025

As at

March 31, 2024

(i) Income tax matters: The Company is involved in certain tax disputes pertaining to transfer pricing and other adjustments which are pending at various forums. Management is confident that the Company has a good case to defend and such cases are not tenable and no liability is expected in this regard.

(a) in relation to AY: 2006-07, AY: 2016-17, AY: 2017-18, AY 2018-19 and AY 2022-23

344

335

(ii) Company has utilised bank guarantee facilities against the bank guarantees provided to Customers, Customs and Excise Departments for Software Technology Park of India (STPI) bonding facilities.

97

136

(B) The Compnay had accrued provision for material foreseable losses for a long term contract with respect to a customer. As at March 31, 2025, the Company had assessed the balance revenue amounting to Rs. NIL (March 31, 2024: Rs. 6 lakhs) and balance costs to be accrued amounting to Rs. 4 lakhs (March 31, 2024: Rs. 68 lakhs) for the commitment period, thereby recording provision amounting to Rs. 64 lakhs (March 31, 2024: Rs. 62 lakhs).

32. Earnings per share

Basic earnings/ (loss) per share (EPS) amounts are calculated by dividing the profit/ (loss) for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit/ (loss) attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

On September 20, 2024 , the Company has alloted 6,369,611 bonus shares of Rupee one each(fully paid up) in the proportion of 1 bonus shares for every 4 fully paid up equity shares to eligible shareholders whose names appeared in the Register of Members as on September 20,2024, being the record date fixed for this purpose, in accordance with approval received from the Members by way of e-voting, result of which was declared on September 09,2024. The said bonus shares shall rank pari passu in all respects with the existing equity shares of the Company, including dividend. As a result of the bonus issue, the paid up capital of the Company stands increased to Rs. 3,185 lakhs from Rs. 2,548 lakhs. Consequent to the above increase in paid up capital, the earnings per share (Basic and Diluted) have been adjusted for all periods presented.

36. Employee benefits A. Gratuity

The Company offers gratuity benefits to employees, a defined benefit plan, gratuity plan is governed by the Payment of Gratuity Act, 1972. Under gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @15 days of last drawn salary for each completed year of service. The scheme is partly funded with an insurance company in the form of qualifying insurance policy.

The following tables set out the funded status of the gratuity plan and the amount recognized in the Company's financial statements as at and for the year ended March 31, 2025 and March 31, 2024:

The Company's Gratuity Fund is managed by Life Insurance Corporation of India (LIC). The plan assets under the fund are deposited under approved securities.

The expected rate of return on assets is based on the expectation of the average long term rate of return on investment of the fund, during the estimated term of obligation.

The expected contribution in next year is 68 lakhs (March 31, 2024: Rs. 59 lakhs).

The obligations are measured at the present value of estimated future cash flows by using a discount rate that is determined with reference to the market yields at the Balance Sheet date on Government Bonds which is consistent with the estimated terms of the obligation.

The estimate of future salary increase, considered in the actuarial valuation, takes account of inflation, security, promotion and other relevant factors such as supply and demand in the employment market.

B. Contribution to Provident Fund

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year aggregated to Rs. 361 lakhs (March 31, 2024: Rs. 357 lakhs).

(iv) Terms and conditions of transactions with related parties:

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2025, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2024: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

38. Segment information

In accordance with Ind AS 108, Operating segments, segment information has been provided in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is given in these standalone financial statements.

39. Employee stock options

As at March 31, 2025, the Company has the following share-based payment arrangements:

a. Employee Share Incentive Scheme 2000

The Company has an Employee Share Incentive Scheme 2000 ('ESIS 2000') for the benefit of its employees administered through the Mindteck Employees Welfare Trust ('The Trust'). The Trust, which was constituted for this purpose, subscribed to 416,000 equity shares renounced in its favour by the Company's promoters/directors in the Company's earlier rights issue. These shares are to be distributed amongst the employees, based on the recommendations made by the Company's Nomination & Remuneration Committee. No equity shares have been distributed under the ESIS 2000 and therefore, no stock compensation expense has been recorded. The above Scheme has been replaced by Mindteck Employee Stock Option Scheme 2020, and accordingly scheme has been wound up.

b. Mindteck Employee Stock Option Scheme 2005 (ESOP 2005)

During the year ended March 31, 2006, the Company introduced the 'Mindteck Employees Option Scheme 2005' ('the Option Scheme 2005') for the benefit of the employees of the Company and its subsidiaries, as approved by the Board of Directors in its meeting held on July 04, 2005 and the shareholders meeting held on July 29, 2005. The Option Scheme 2005 provides for the creation and issue of 500,000 options that would eventually convert into equity shares of Rs 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Compensation Committee of the Board of Directors. The options vest annually in a graded manner over a three year period and are exercisable during a maximum period of 5 years from the date of vesting.

During the year ended March 31, 2025 and March 31, 2024, the Company has not granted any options. Addition due to bonus issue is 800 options.

c. Mindteck Employee Stock Option Scheme 2008 (ESOP 2008)

During the year ended March 31, 2009, the Company introduced 'Mindteck Employees Stock Option Scheme 2008' ('the Option Scheme 2008') for the benefit of the employees of the Company and its subsidiaries, as approved by the Board of Directors in its meeting held on May 27, 2008 and the shareholders meeting held on July 30, 2008. The Option Scheme 2008 provides for the creation and issue of 1,200,000 options that would eventually convert into equity shares of Rs. 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Nomination & Remuneration Committee of the Board of Directors. The options will vest after the expiry of a period of twelve months from the date on which the options are granted. The vesting term and the period over which the options are exercisable is to be decided by the Nomination & Remuneration Committee.

During the year ended March 31, 2025, the Company has granted 95,000 options (March 31, 2024: 150,000) and addition due to bonus issue is 62,049 options.

d. Mindteck Employee Stock Option Scheme 2014 (ESOP 2014)

During the year ended March 31, 2015, the Company introduced 'Mindteck Employees Stock Option Scheme 2014' ('the Option Scheme 2014') for the benefit of the employees of the Company and its subsidiaries, as approved by the Board of Directors in its

meeting held on May 29, 2014 and the shareholders meeting held on August 14, 2014. The Option Scheme 2014 provides for the creation and issue of 2,500,000 options that would eventually convert into equity shares of Rs. 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Nomination and Remuneration Committee of the Board of Directors. The options will vest after the expiry of a period of twelve months from the date on which the options are granted. The vesting term and the period over which the options are exercisable is to be decided by the Nomination and Remuneration Committee.

During the year ended March 31, 2025 and March 31, 2024, the Company has not granted any options. Addition due to bonus issue is 41,667.

e. Mindteck Employee Stock Option Scheme 2020 (ESOP 2020)

During the year ended March 31, 2021, the Company introduced 'Mindteck Employees Stock Option Scheme 2020' ('the Option Scheme 2020') for the benefit of its employees administered through the Mindteck Employees Welfare Trust ('The Trust') in lieu of Company's earlier Employee Share Incentive Scheme 2000. The Trust, which was constituted for this purpose, subscribed to 416,000 equity shares renounced in its favour by the Company's promoters/directors in the Company's earlier rights issue. The Scheme was approved by the Board of Directors in its meeting held on December 11, 2020 and by the shareholders through postal ballot held on January 17, 2021. The Option Scheme 2020 provides for the issue of 416,000 options that would eventually convert into equity shares of Rs. 10 each in the hands of the employees. The options are granted to the eligible employees at the discretion of and at the exercise price determined by the Nomination and Remuneration Committee of the Board of Directors. The option Scheme 2020 shall provide a minimum vesting period of one year from the grant date. The options will vest after as per the expiry of a period of twelve months from the date on which the options are granted. The vesting term and the period over which the options are exercisable is to shall be decided by the Nomination and Remuneration Committee.

During the year ended March 31, 2025 and March 31, 2024, the Company has not granted any options. Board of directors has approved winding up of scheme on March 6, 2024.

41. Financial risk management

The Company has exposure to following risks arising from financial instruments-

Ý credit risk

Ý market risk

Ý interest risk

Ý liquidity risk

Risk management framework

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

The Company's audit committee oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relations to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

a. Credit risk

Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and unbilled revenue) from its financing activities including deposits with banks and financial institutions.

(i) Trade and other receivables:

Credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored.

The impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security.

(ii) Other financial assets and deposits with banks:

Credit risk on cash and cash equivalent (including bank balances, fixed deposits and margin money with banks) is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

b. Market risk

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company's income and its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exchange risk arises from its foreign operations, foreign currency revenues and expenses, primarily in United States Dollars ('USD'). The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities. The Company also has exposures to Great Britain Pound ('GBP'), Euro ('EUR), Malaysian Ringgit ('MYR') and Singapore Dollar ('SGD').

Sensitivity analysis

Every 1% increase or decrease of the respective foreign currencies compared to functional currency of the Company would cause the profit before tax in proportion to revenue to increase or decrease respectively by 0.10% (profit before tax for the year ended March 31, 2024 by 0.11%).

c. Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest

rates relates primarily to its short term borrowings in nature of working capital loans, which carry floating interest rates. Accordingly, the Company's risk of changes in interest rates relates primarily to the Company's debt obligations with floating interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant. The impact on entity's loss before tax due to change in the interest rate/ fair value of financial liabilities are as disclosed below:

d. Liquidity risk

Liquidity is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing the liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities

when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company's principal sources of liquidity are cash and cash

equivalents and the cash flow that is generated from operations. The Company believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly no liquidity risk is perceived.

The table below details the Company's remaining contractual maturity for its financial liabilities. The contractual cash flows reflect the cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

42. Capital management

For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves. The primary objective of the Company's capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long-term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust

the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The current capital structure of the Company is equity based with no financing through borrowings. The Company is not subject to any externally imposed capital requirements.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 and March 31, 2024.

44. Other Statutory Information

(i) The Company do not have any Benami Property

(ii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

(iii) The Company do not have any transactions with companies struck off

(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year

(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

45. The Company has entered into 'International transactions' with 'Associated Enterprises' which are subject to Transfer Pricing regulations in India. The Company is in the process of carrying out transfer pricing study for the year ended March 31, 2025 in this regard, to comply with the requirements of the Income Tax Act, 1961. The management of the Company is of the opinion that such transactions with Associated Enterprises are at arm's length and hence in compliance with the aforesaid legislation. Consequently, this will not have any impact on the standalone financial statements, particularly on account of tax expense and that of provision for taxation.

46. The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

47. Events after reporting date

There are no significant events after the reporting period.