Directors Report of Mindteck (India) Ltd.

Mar 31, 2018

To the Members,

The Directors hereby present the Twenty-Seventh Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2018. The Consolidated performance of the Company and its Subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(in Rs. Million)

	Standalone		Consolidated
Particulars	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017
Revenue from operations	884.15	836.38	2,968.42	3,416.56
Other income	19.01	25.44	20.83	25.99
Employee benefits expense	616.53	563.58	2,043.79	2,228.24
Cost of technical sub-contractors	11.43	15.71	536.86	696.53
Other expenses	218.69	198.40	375.09	382.04
Profit before finance cost, depreciation, taxes, amortization and exceptional item	56.51	84.13	33.51	135.74
Finance cost	2.21	0.82	5.50	3.86
Depreciation and Amortization expense	11.46	14.00	12.97	17.00
Exceptional Item	-	-	16.27	-
Profit Before Tax	42.84	69.31	(1.23)	114.88
Tax expense	23.69	25.29	55.27	22.00
Profit After Tax	19.15	44.02	(56.50)	92.88
Paid-up Equity Share Capital	256.22	253.84	252.06	249.68
Earnings Per Share (EPS)	0.75	1.74	(2.26)	3.74

Note: The numbers pertaining to previous financial year are changed due to implementation of Indian Accounting Standards from the financial year 2017-18.

2. COMPANY AFFAIRS Standalone

On a Standalone basis, your Company recorded revenue of Rs. 884.15 million, as against Rs. 836.38 million in the previous year. Mindteck’s net profit stood at Rs. 19.15 million, as against Rs. 44.02 million in the corresponding previous year. At an operating margin level, Mindteck recorded EBITDA of Rs. 56.51 million (6.39%) this year as against Rs. 84.13 million (10.06%) last year.

Consolidated

During the year under review your Company recorded Consolidated revenue of Rs. 2,968.42 million as against Rs. 3,416.56 million in the previous year. Of the Consolidated revenue that was recorded, 65% is attributed to the US and the balance pertains to rest of the world.

Mindteck’s Consolidated Net Loss for the year stood at Rs. 56.50 million, as against profit of Rs. 92.88 million in the corresponding previous year.

At an operating margin level, Mindteck recorded EBITDA of Rs. 33.51 million (1.13%) this year as against Rs. 135.74 million (3.97%) last year.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the 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, 2018. This translates into a total outlay of Rs. 30,888,554 including Dividend Distribution Taxes.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck provides product engineering and information technology services to Fortune 1000 companies, start-ups, leading universities, and government entities around the globe. The Company is devoted to delivering knowledge that matters to help our clients compete, innovate, and propel forward. Mindteck’s legacy expertise in embedded systems and enterprise applications is complemented by its recognized successes in IoT-based solutions. The Company is consistently recognized for its niche knowledge in storage testing, analytical instruments, medical devices, semiconductor equipment, and smart cities.

Mindteck is among a select group of global companies appraised at CMMI Dev Ver 1.3 Level 5 of the CMMI Institute’s Capability Maturity Model Integration (CMMI). Mindteck is also one of the Founding Members of The Atlas of Economic Complexity, a visualization tool for research developed by the Center for International Development (CID) at Harvard University. Mindteck’s global alliances and partnerships include Intel IoT Solutions Alliance, IoT Global Network, Oracle Gold, Oracle Cloud, GE Digital Alliance, Smart Cities Council India, and CMMI Institute Partner.

Storage

Mindteck’s storage business spans over two decades. Over the past year, it has experienced significant growth consisting of a three-year renewal for multiple platform projects; the addition of eight new development projects; and a client-dedicated team increase of 30%.

For over 14 years, Mindteck has been performing testing and development work in India, Singapore and various locations within the US for a long-standing Fortune 500 storage client. A testing lab, established in Bengaluru, has provided ongoing added support for the client’s evolving technology initiatives. Recently, the Company received special recognition for its outstanding expertise in test automation and execution, rigorous schedule adherence, business and project flexibility, technology innovation, contributions to achieving and exceeding project goals, and customized training programs.

For four consecutive years, Mindteckhas been a technology partner for the Storage Networking Industry Association (SNIA)’s Storage Developer Conference. In addition, Mindteck is represented on the Board of SNIA-India. In the year ahead, the Company plans to host SNIA industry events to share best practices and facilitate thought leadership on storage-related technologies.

Mindteck’s other notable achievements in this area include:

- Secured SaaS projects that will enhance our ability to work with clients, including start-ups and next-generation entities.

- Acquired business in the US from a new data protection team for a top storage client.

- Won a contract and began the transition of an eight-member team from a new storage client.

- On boarded onsite resources for a new project at a leading storage and data management client.

- Incorporated the storage domain in Mindteck Academy’s training portfolio.

Electronic Design

Mindteck provides core embedded technology solutions and services across a wide spectrum of domains, including industrial control systems, gas control and monitors, computer modules, electric vehicle chargers, instrumentation, storage, smart energy and IoT. Our integrated product design capabilities span hardware/ firmware design, mechanical design, software development, connectivity solutions, and value engineering. Notable projects executed this year include:

- Successfully delivered a portable health diagnostic device capable of diagnosing over 20 tests within minutes.

- Completed a high-end electronic board design for a Singapore-based leading telecom company.

- Executed the design and development of a DALI-based lighting control product for a European-based customer. The project involved development of both hardware and firmware.

- Engaged with an existing customer in the area of analytical instruments to develop hardware and firmware for their next generation Gas Chromatography (GC) system based on new sensor technology.

- Completed multiple design projects for an industry pioneer in the automotive sector.

- Designed and developed a PCI-based single board computer for an existing US-based client.

- Won an innovative smart home automation project for a large semiconductor company in Belgium; the project, managed from Bengaluru, continues to grow in size.

- Currently working on the development of a soil sensor device for a pioneer in the manufacturing and marketing of integrated hydrological, meteorological, and oceanographic monitoring instrumentation for enhanced forecasting. The sensor device is one of the company’s next-generation IoT solutions that will act as the gateway between sensors and the cloud, wherein data communication and IT infrastructure are merged under one user interface experience.

- Released a gateway for an Industrial IoT platform for a leading technology company in India. The prototypes, developed from concept to prototype within 3.5 months, were delivered to the client for testing in the US. Running on Linux, the gateway communicates with various sensors and devices using Ethernet, USB, RS485, and RS2323, among others.

Internet of Things

Over the year, Mindteck continued to develop monitoring and control solutions required for wireless connectivity and system integration for IoT solutions. The Company’s component designs included control nodes, gateways with multi-tech no logy connectivity, and webserver/applications to support over the cloud for building automation and energy-efficient solutions across various industry verticals.

The development of in-house technologies in IoT and the smart city space has helped reduce solution costs and delivery timelines. In order to further enhance the company’s existing solution suite, Mindteck US recently formalized a partnership with one of the world’s leading IoT players.

Smart Cities

Mindteck continues its ongoing commitment to the Indian Government’s Smart Cities Mission by working with various Urban Local Bodies (ULBs). The Company is also a member of the Smart Cities Council India and has been a sponsor of several national and state conferences. To further strengthen its reach, Mindteck has also initiated a new business engagement with an established software services company that provides a myriad of business and technical solutions to public and private entities.

Recently, Mindteck successfully implemented Phase I of India’s first-ever smart parking solution for a large municipal corporation. With currently one-third of the project operational, the Company expects all remaining sites to be live by year-end. Additionally, to enable seamless execution of such projects going forward, the R&D group has further strengthened our solution stack. During the year, the Company established a new entity, Hitech Parking Solutions Pvt. Ltd., as a wholly-owned subsidiary of Mindteck (India) Ltd., to conduct all business activities related to this project.

Industry 4.0

Mindteck is involved in a variety of Industry 4.0 projects, including:

- A video analytics-based smart shop floor for a major semiconductor manufacturing equipment company

This proof of concept project involved identifying and extracting manual manufacturing events data from shop floor IP cameras using advanced video analytics and machine learning. The extracted data is then correlated with additional order-specific manufacturing data. This solution allows our client to benchmark and track performance efficiency, best practices, and quality compliance at the subsystem manufacturing level.

- Real-time location system-based asset tracking for a large aerospace component manufacturing vendor

This proof of concept project implemented indoor position tracking in real-time for multiple work-in-progress component bins tagged to particular job orders in an indoor factory location. A component bin position ageing based alerting feature also helps in locating misplaced bins within factory locations. This solution minimizes delays in delivering work orders and results in cost savings relating to replacing otherwise misplaced parts. Advanced reporting and analytics help our client with performance efficiency benchmarking and the implementation of best practices at a subsystem operational level.

- Smart watch-based operational efficiency improvement solution for a large semiconductor fabrication plant

This smart watch-based solution enables fewer equipment operators to efficiently manage shop floor production in semiconductor manufacturing plants. Operators receive automated messages regarding production status enabling them to improve equipment utilization by 30% and optimize equipment run times. Mindteck designed, developed, and supplied the smart watches as well as the messaging software solution.

Health Sciences

Mindteck has been a pioneer in providing innovative engineering solutions to leading health science companies in three major areas - medical imaging, patient care, and telemedicine. Our long-standing relationships with multiple major medical device manufacturers and life sciences companies in the UK and the US have resulted in the following developments during the year:

- Added enhancements such as mobility, cloud adoptions, and web access to an existing solution for a leading UK-based remote patient monitoring company.

- Partnered with an FDA-registered and GMP-certified medical contract manufacturing organization. Mindteck expanded the clients’ services portfolio to include medical device manufacturing services in addition to their existing design and prototyping capabilities.

- Initiated a smart healthcare device project for designing a next-generation diagnostic system with android-compatible applications and diagnostic tests. This device brings the diagnostic center to a patient’s home.

- Continued R&D investments in several innovative healthcare solutions, including Remote ICU, E-ambulance, Health Analytics, and IoT-based asset management and tracking.

IT Services

Mindteck’s expertise is comprised of a wide spectrum of IT services, including application development and support, Data Analytics and Artificial Intelligence (AI), Enterprise Mobility Management and Quality Assurance (Testing). Major wins during the past year include:

Application Development and Support

- Renewed the annual maintenance contract for the second consecutive year for a premier import-export bank. Additionally, the UI redesign for the client’s intranet portal was successfully deployed; subsequent modules were completed in-house with no vendor dependency.

- Received approval from a multinational electronics company to complete a mobile application development project.

- Secured a web services tool development project from an investment holding company that designs, develops, implements, and markets financial management software in the APAC region.

- Awarded a perfect customer satisfaction survey rating for a project that is in its tenth year running.

- Won a Solar PV monitoring and reporting project for a leading transformative energy company.

Big Data, Data Analytics and AI

- Delivered the Proof of Concept on a Hadoop framework for a multinational storage and data management company; a proposal for the project is under discussion.

Testing

- Oversaw 88% growth in the offshore team size of a major longstanding client that develops technology-enabled knowledge solutions for improving business performance and ensuring regulatory compliance.

- Successfully delivered a Vulnerability Assessment and Penetration Testing project for a European stock market indices website.

Tech Talent

- Completed in-house native mobile application development and SharePoint integration to eliminate vendor dependencies.

- Continued building a readily available, highly competent talent pool and further enhanced our learning and development program.

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) is a collection of business processes focused on consistently meeting customer requirements and enhancing client satisfaction. Mindteck continues to adhere to the following certifications: ISO 9001:2015, ISO 13485:2016, ISO/IEC 20000-1:2011, ISO 27001:2013, CMMI Dev Ver 1.3 Level 5, and CMMISVC/2.

Mindteck’s appraisal at CMMI Dev Ver 1.3 Level 5 is a testament to its corporate commitment and attention to quality, providing significant benefits to clients and employees. Mindteck leveraged

CMMI-Dev Version 1.3 Maturity Level 5 to achieve improved customer satisfaction, and ultimately further profitability and growth.

ISO certifications demonstrate Mindteck’s ongoing commitment to delivering a consistent level of quality to customers through its well-defined process and procedures. Mindteck is enterprise-wide certified against ISO 9001:2015 (Quality Management) and continues to hold domain-specific quality certification ISO 13485:2016 (for Medical Devices). This assures the Company’s commitment to providing value to clients through process-driven innovation principles at every stage of medical device development and design. Mindteck understands that the confidentiality, integrity, and availability of information are vital to business operations and success. Mindteck uses a multi-layered approach to protect key information by constantly monitoring and improving our applications, systems, and processes to meet the growing demands and challenges of dynamic security threats.

Last year again, Mindteck successfully maintained CMMI Level 5 for software and hardware development projects in our Bengaluru and Kolkata locations. Additionally, the Capability Maturity Model Integration (CMMI) Institute has accepted us as a partner. In the recent past, Mindteck Quality team has steered the implementation and review of Mindteck’s Delivery Dashboard, covered 100% of Managed Services projects as part of project health check on a monthly basis, and conducted 2 internal audits covering selected Managed Services projects on sampling basis. Management review meetings were also held to communicate QMS performance.

6. INFRASTRUCTURE

Mindteck has offices in the US, Canada, UK, Singapore, Malaysia, Philippines, Bahrain, Netherlands, Germany, Turkey, and India. There are also three development centers equipped with R&D laboratories across the globe. The infrastructure includes space for workstations, conference rooms, meeting rooms, labs, and a world-class communication system. This innovative ‘best shore delivery model’ has provided our customers with a mix of onsite, offshore, near-shore, offshore-onsite and other hybrid delivery options across geographies, for faster and more efficient delivery of quality services.

7. SUBSIDIARIES

On March 31, 2018, Mindteck had seven wholly-owned subsidiaries: Mindteck, Inc. (US), Mindteck Middle East S.P.C. (Bahrain), Mindteck Software Malaysia SDN. BHD. (Malaysia), Mindteck Singapore Pte. Ltd. (Singapore), Mindteck (UK) Limited (UK), Chendle Holdings Limited (British Virgin Islands) and Hitech Parking Solutions Private Limited (India). Mindteck (UK) Limited has two subsidiaries -Mindteck Germany GmbH (Germany) & Mindteck Netherlands B.V. (Netherlands), Mindteck Singapore Pte. Ltd. has one subsidiary-Mindteck Solutions Philippines, Inc. (Philippines) and Mindteck, Inc. has one subsidiary-Mindteck Canada, Inc.

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 Statutory Auditors. The Consolidated Financials have been prepared and audited in strict compliance with applicable Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as prescribed by SEBI. 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) in Form AOC-1, forms part of this Annual 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 detailed information will also be kept for inspection by any investor at Mindteck’s registered office and that of the respective subsidiary companies. We shall furnish a hard copy of the accounts of subsidiaries to any shareholder on demand and a 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 significant 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 in Annexure-2.

9. AWARDS AND RECOGNITION

Mindteck is among a select group of global companies appraised at CMMI Dev Ver 1.3 Level 5 from CMMI Institute. It is enterprise-wide certified against ISO 9001:2015 for Quality Management; holds domain-specific Quality Certification ISO 13485:2016 for Medical Devices, and ISO 27001:2013 for Information Security Management System. In June, Mindteck successfully completed the surveillance audit for ISO 20000-1:2011 - Service Management System.

10. LITIGATION

No material litigation is outstanding as on March 31, 2018 except one recovery suit filed in the year 2013 in connection with advance payment made for the proposed office premises, which was not occupied by the Company.

11. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 16,200 Equity Shares on August 18, 2017, 71,868 Equity Shares on November 08, 2017 and 85,636 Equity Shares on February 13, 2018 pursuant to allotment of shares under the Employees Stock Option Schemes. In addition, 64,299 Equity Shares was allotted pursuant to Preferential Allotment on a share swap basis on March 30, 2018 to Black Horse Limited, an erstwhile investor of Chendle Holdings Limited, a wholly-owned subsidiary acquired in the year 2008. Consequently, the outstanding, issued, subscribed and paid up Equity Shares increased from 25,383,895 to 25,621,898 as on March 31, 2018.

12. 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.

13. 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.

14. TRANSFER TO RESERVES

During the year, the Company transferred Rs. 19,145,299 to its free reserves.

15. DIRECTORS

As per Section 152 of the Companies Act, 2013, Mr. Yusuf Lanewala retires by rotation as Director in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume of Mr. Yusuf Lanewala is included in the notice for the Annual General Meeting.

Mr. Narayan A. Menon, Independent Director ceased to be a Director upon his demise with effect from December 11, 2017. Mr. Javed Gaya, Independent Director resigned with effect from April 03, 2018. Mr. Satish Menon and Mr. Subhash Bhushan Dhar were appointed as Additional Directors and designated as Independent Directors effective from May 14, 2018 and May 29, 2018 respectively for a period of five (5) years. The resolutions seeking the approval of members for the appointment of Mr. Satish Menon and Mr. Subhash Bhushan Dhar as Independent Directors form part of the notice for the 27^th Annual General Meeting. A brief resume of Mr. Satish Menon and Mr. Subhash Bhushan Dhar are included in the notice for the Annual General Meeting.

Declarations by Independent Directors

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Regulation 16(1)(b) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sub-Section 6 and 7 of Section 149 of 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, the Directors individually, as well as its Committees and Chairperson.

Board Diversity

The Company places great emphasis on the principle of diversity, including gender diversity. Diversity throughout the organization makes great business sense. The Company maintains that appointments to the Board should be based on merit as well as complementing and expanding the skills, knowledge and experience of the Board as a whole.

Policy on Directors’ appointment and remuneration

Mindteck has an appropriate mix of Executive, 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 eight Directors, one of whom is a Managing Director and Chief Executive Officer, two are NonExecutive and five are Independent Directors including one-woman 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 is provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, and is uploaded in the Company’s website (www.mindteck.com). We affirm that the remuneration paid to the Directors is as per the terms.

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 any 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 per Annexure-3.

16. KEY MANAGERIAL PERSONNEL

Mr. Anand Balakrishnan resigned as Chief Financial Officer with effect from July 21, 2017 and Mr. Prashanth Idgunji was appointed as Chief Financial Officer with effect from November 08, 2018.

17. AUDITORS Statutory Auditor

At the Annual General Meeting held on August 11, 2017, members of the Company appointed Statutory Auditor, S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004), Bengaluru, who had confirmed their eligibility and willingness to accept office.

Secretarial Auditor

CS S Kannan a Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the FY 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2017-18 forms part of the Annual Report as Annexure-4 to the Board’s Report.

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

18. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is attached as Annexure-5 to the Board’s Report.

19. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Company’s operation in the future. The details of Tax Matters are disclosed in the Annexure to the Auditor’s Report in the Standalone Financial Statements.

20. 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.

21. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME

Mindteck has an established familiarisation programme for its Independent Directors. The business heads, Managing Director and Company Secretary make presentations on business models, nature of industry and its dynamism, the roles, responsibilities and liabilities of Independent Directors, etc. Further, updates on business, statutory law and industry are made available to Independent Directors, especially to the Audit Committee members on an ongoing basis by internal teams, Statutory and Internal Auditors on a quarterly basis.

22. 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-6 to the Board’s report.

The list of employees who were employed throughout the financial year and are in receipt of remuneration of Rs.102 lakhs or more, or were 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 is as under:

23. COMMITTEES OF THE BOARD

Currently, the Board has four Committees: The Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit Committee	Mr. Jagdish Malkani - Chairman Mr. Satish Menon- Member Mr. Guhan Subramaniam - Member Mr. Sanjeev Kathpalia - Member	- The Committee oversees the Company’s financial reporting process and disclosures of its financial information to ensure accuracy and reliability. - The Company has adopted the Whistleblower mechanism for Directors, Employees and other Stakeholders to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s Code of Business Conduct and Ethics. The Whistleblower Policy is attached as Annexure-3 to the Board’s report. - In accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policies on related party transactions and material subsidiaries. The policies, including the Whistleblower Policy, are available on the Company’s website.
Nomination and Remuneration Committee	Ms. Prochie Mukherji - Chairperson Mr. Jagdish Malkani - Member Mr. Guhan Subramaniam - Member Mr. Subhash Bhushan Dhar -Member	- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors. - The Committee has designed and continuously reviews the compensation program for Managing Director and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. - The Committee structures compensation to ensure that it is competitive in the global markets in which it operates in order to attract and retain the best talent. The Committee intends to have a combination of stock options and performance-based stocks to align senior employee compensation. - The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is uploaded in the Company’s Website (Weblink: http:// www.mindteck. com/assets/in vestor_pdf/Nomination_ Remimemtion_Poiicy.pdf).
Corporate Social Responsibility Committee	Mr. Yusuf Lanewala - Chairman Mr. Satish Menon - Member Mr. Sanjeev Kathpalia - Member	- The Board has laid out the Company’s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. - The Company allocates 2% of its average net profits of three years immediately preceding the financial year on CSR activities to various beneficiaries. - Financial data pertaining to the Company’s CSR activities to various beneficiaries for the FY 2017-18 is attached under the prescribed format in Accexure-7 to the Board’s Report. - The contents of the CSR policy are available on the Company’s website (Weblink: http://www.micdteck.com/pdf/policies/ CSR_Potice.pdf)
Stakeholders Relationship Committee	Mr. Satish Menon - Chairman Mr. Meenaz Dhanani - Member Mr. Sanjeev Kathpalia - Member	- The Committee reviews and ensures redressal of investor grievances. - The Committee notes all the grievances of the investors and takes suitable actions.

24. RISK MANAGEMENT POLICY

The Company has a robust Enterprise Risk Management (ERM) framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk policy defines the risk Management approach across the enterprise at various levels, including documentation and reporting. The model has different modes that help in identifying risk trends, exposure and potential impact analysis at a Company level and also separately for different business segments. The Company has identified various risks and also has mitigation plans for each risk identified.

25. CORPORATE GOVERNANCE REPORT

Mindteck recognizes 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 report in Annexure-8. The details of the Directors’ remuneration are disclosed in PARA VI of Annexure-5 of this Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is part of this Annual Report.

27. 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, 2018, 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 at March 31, 2018 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 system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

28. WE CARE

WE CARE is a brand experience framework for honouring our commitments and making a lasting difference both inside and outside the organization. Constituents include shareholders, clients, employees, partners and communities. The cornerstones are knowledge, opportunity, advocacy, inclusion, goodwill and respect. Care is rooted in the ways we engage and enable, and fundamental to the way in which we build and nurture relationships, champion others, foster careers in technology, and steward community causes.

During 2017-18, we made further strides forging positive brand associations, building stronger relationships and innovating within the WE CARE framework:

Mindteck Academy, an IT workforce development solution, builds opportunities for learning, hiring and economic growth in the communities we serve.

- The underserved - qualified military veterans, recent college graduates, displaced workers - learn the technology skills required for gainful employment;

- Companies and government entities struggling to overcome IT skill shortages hire local citizens who have been trained to exact specification and need;

- Communities grow as their unemployed or underemployed are hired or retrained.

Notable highlights for the year include:

- Placed graduates at JPMorgan Chase, eMoney, Independence Blue Cross/Shield and CtW Investment Group

- Attained inclusion in Course Report and SwitchUp

- Conducted internal training in Core Java, Agile-Scrum and MEAN (MongoDB, Express, Angular JS and Node JS)

- Mentored consultants who work for a public-sector client in .Net Entity and MVC frameworks.

- Expanded trainer relationships to accommodate the growing need for emerging technologies

- Teamed with Human Resources for monthly TechTalks

- Nine classroom-based and seven online courses, with 127 graduates to date.

- Courses on the radar: Machine Learning with Python; Hadoop, Spark and Scala; Python with MongoDB, and DevOps

Consultant Care focuses on retaining and developing our valued people assets who work onsite at client locations. On an ongoing basis, our Brand Ambassadors assist, educate and engage consultants in multiple states throughout North America and Canada. During the year, Consultant Care focused on assisting sales and recruiting with consultant redeployments; nurturing relationships with ‘ambassador consultants’; engaging alumni and referrals; and Mindteck Academy cross-sell. On the radar for the coming year: more one-on one consultant meetings, expanded segmentation to help drive tailored campaigns, optimization of the consultant portal, and more robust redeployment efforts to stem attrition.

Transition Care provides opportunities for seasoned technology professionals, who have been a victim of downsizing, to continue benefiting from their wealth of experience and knowledge. We match their skillsets to our niche needs to help build a stronger Mindteck. Transition Care is also a resource for clients who want to preserve their reputation and employee morale during a restructuring, as well as for outplacement firms that want to reduce their roster of displaced IT professionals.

Client Care operates both cross-functionally and independently throughout our organization to ensure positive experiences and outcomes for our clients, and champion a caring culture and business approach. Key efforts during the year focused on: meeting clients one-on-one, fostering a client-centric focus through client knowledge sharing, developing best practices, and supporting sales and delivery. On the radar for the coming year:

more one-on-one client engagement and channel outreach, more robust knowledge sharing, and process improvements.

29. CSR INITIATIVES India CSR:

In FY 2017-18, Mindteck allocated more than 2% of its previous three years’ average net profits toward India CSR activities ranging from education, economic independence, and Swachh Bharat Abhiyan, as follows:

Mantra4Change - Addresses the lack of delivery of quality education in under-resourced schools. Mindteck contributed towards the ‘School Readiness Program’ for Early Childhood Education (ECE) for five schools located in Bengaluru. Highlights of Mantra4Change’s ‘School Readiness Program’ in ECE during 201718 are as follows.

- Conducted 25 training programs for teachers, including storytelling techniques, that have resulted in a significant improvement in the quality of teacher delivery.

- Conducted 25 counselling sessions for parents and children alike. This has infused a higher degree of awareness among parents with reference to their roles and contribution towards their children’s learning efforts at home.

- Identified, sourced, and delivered, creative and age-appropriate ‘play & learn’ kits that are environmentally safe to ECE classrooms.

- Sourced an age-appropriate and interesting collection of contextually relevant books to create library.

Western Railways, Mumbai - Addresses equitable community access to improved sanitation and hygiene at toilet facilities at Western Railway stations in Mumbai. As a key donor of the Global Grant Project of Repairs and Renovation of toilet facilities, Mindteck was recognized by the Rotary Club of Bombay Kandivli and the Rotary District 3141 for this project which benefits millions of train commuters yearly. At present, the renovation of seven toilet facilities at seven different suburban railway stations have been completed and are fully operational.

US CSR:

The US CSR initiative associated itself with child hunger, computer science learning for children, cancer survivors and their families, and the blind.

30. 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, 2018, under this Scheme, the Company granted 9,600 options on May 22, 2017 at an exercise price of Rs. 81.55 per share and 30,900 options on August 10, 2017 at an exercise price of Rs. 71.85 per share, and also issued and allotted 10,500 shares to eligible employees. There has been no variation in the terms of the ESOP Scheme during the year.

b. Mindteck Employees Stock Option Scheme 2008

During the year ended March 31, 2018, under this Scheme, the Company granted 118,600 options on November 08, 2017 at an exercise price of Rs. 79.65 and 193,400 options on February 13, 2018 at an exercise price of Rs. 73.60, and also issued and allotted 163,204 shares to eligible employees. There has been no variation in the terms of the ESOP Scheme during the year.

c. Mindteck Employees Stock Option Scheme 2014

During the year ended March 31, 2018, under this Scheme, the Company granted 250,000 options on April 10, 2017 at an exercise price of Rs. 81.30. There has been no variation in the terms of the ESOP Scheme during the year.

The details of the Employees Stock Option Schemes as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 are displayed on the website of the Company. (Weblink: http://www.mindteck.com/assets/investor_pdf/ Disclosures-pursuant-to-SEBI-Regulations-2014.pdf).

31. MINDTECK EMPLOYEES WELFARE TRUST

The Mindteck Employees Welfare Trust was set up in the year 2000 to implement the Company’s Share Incentive Scheme. As on March 31, 2018, the said Trust holds 416,000 shares of the Company and has not yet granted any shares to the Company’s employees under the said scheme.

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

Particulars that are required to be disclosed under subsection (3)(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out in Annexure-9 included in this Report.

33. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of cooperation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company’s growth. We thank employees at all levels across the Group for their valuable contribution in our progress and look forward to their continued support.

for and on behalf of the Board of Directors

Yusuf Lanewala Sanjeev Kathpalia

Chairman Managing Director and Chief Executive Officer

(DIN: 01770426) (DIN: 05257060)

Bengaluru, India May 29, 2018

---

Mar 31, 2017

To the Members,

The Directors hereby present the Twenty-Sixth Annual Report of your Company along with the audited financial statements for the financial year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(in Rs. Millions)

	Standalone		Consolidated
	Year ended March 31, 2017	Year ended March 31, 2016	Year ended March 31, 2017	Year ended March 31, 2016
Revenue from operations	836.38	866.46	3,416.56	3,116.30
Other income	22.02	22.13	22.49	22.41
Employee benefits expense	556.74	512.74	2,219.03	1,984.94
Cost of technical sub-contractors	15.71	16.94	696.53	570.02
Other expenses	189.55	207.59	350.83	354.51
Profit before finance cost, depreciation, taxes and amortization	96.41	151.33	172.68	229.24
Finance cost	0.70	0.50	3.74	3.24
Depreciation and Amortization expense	14.00	15.62	17.00	18.18
Profit Before Tax	81.71	135.21	151.93	207.82
Tax expense	27.37	53.19	27.69	(51.46)
Profit After Tax	54.33	82.02	124.24	259.27
Paid-up Equity Share Capital	253.84	251.73	249.68	247.57
Earnings Per Share (EPS)	2.19	3.27	5.00	10.50

2. COMPANY AFFAIRS Standalone

On a standalone basis, your Company recorded revenue of Rs. 836.38 million, as against Rs. 866.46 million in the previous year. Mindteck''s net profit stood at Rs. 54.33 million, as against Rs. 82.02 million in the corresponding previous year. At an operating margin level, Mindteck recorded EBITDA of Rs. 96.41 million (11.53%) this year as against Rs. 151.33 million (17.46%) last year.

Consolidated

During the year under review your Company recorded consolidated revenue of Rs. 3,416.56 million as against Rs. 3116.30 million in the previous year. Of the consolidated revenue that was recorded, 71% is attributed to the US and the balance pertains to rest of the world.

Mindteck''s Consolidated Net Profit for the year stood at Rs. 124.24 million, as against Rs. 259.27 million in the corresponding previous year.

At an operating margin level, Mindteck recorded EBITDA of Rs. 172.68 million (5.05%) this year as against Rs. 229.24 million (7.36%) last year.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the 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, 2017. This translates into a total outlay of Rs. 30,551,459 including Dividend Distribution Taxes.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck provides product engineering and information technology services to Fortune 1000 clients, start-ups, leading universities, and government entities around the globe. The Company is devoted to delivering knowledge that is critical to help our clients compete, innovate and propel forward. Mindteck''s legacy expertise in embedded systems and enterprise applications is complemented by its more recently recognized successes in loT-based solutions, such as those, for developing smart cities. It also has a strong track record in storage, life sciences, healthcare and medical devices. Mindteck is among a select group of global companies appraised at Maturity Level 5, Version 1.3 of the CMMI Institute''s Capability Maturity Model Integration (CMMI). The Company is also one of the Founding Members of The Atlas online, a visualization tool for research developed by The Center for International Development (CID) at Harvard University. Global alliances include the Intel IoT Solution, GE Digital, Thread Group, IoT Global Network and ZigBee.

Storage and Semiconductor

Mindteck''s experience in storage spans over two decades. The Company''s engagements have included storage software development, testing, hardware and firmware design, productized solutions, consultancy and implementation services. It has a readily available talent pool in the areas of system development, quality assurance, and automation and data center administration. The Company''s top storage clients have continuously provided the Company excellent customer satisfaction ratings for its consistent support in executing their business critical projects.

Mindteck is also a technology partner for the Storage Networking Industry Association (SNIA), a not-for-profit global organization comprised of member companies spanning the global storage market. The mission of this organization is to lead the storage industry worldwide in developing and promoting standards, technologies, and educational services to empower organizations in the management of information. During the year, a key storage expert from Mindteck was elected to the SNIA-India Board.

For over a decade, Mindteck has been serving the semiconductor equipment manufacturing industry. The Company''s expertise is comprised of a wide spectrum of IT services, including Semiconductor (SEMI) standards implementation, Device Net implementation, proprietary protocol development, Mechanical Engineering Services (MES), Enterprise Device Monitoring, Electronic Design Services (EDS), simulator development, automation, Change management and end-to-end testing services. Mindteck''s ready-to-deploy solution accelerators, such as a device simulator, automated equipment software testing framework and Semiconductor Equipment Communications Standard (SECS)/Generic Equipment Model (GEM)-based Factory Automation (FA) test harness, helps lower project risk and cost. Key highlights executed in FY2016-17 include:

- Expanded storage certification capabilities and added it as a new offering. Currently, Mindteck provides certification services on Citrix, VMware, Windows, VSAN and Red Hat; it is also building expertise in Microsoft Azure certification.

- Following the boom in all-flash storage devices, Mindteck has developed expertise in flash technology and is now providing services to many new players in this technology area.

- Won two new projects for software development and mechanical engineering with an atomic layer deposition group of a semiconductor equipment company in the US.

- New order with a semiconductor foundry for a wireless notification device in APAC.

- Received an award for setting up product automation testing teams within a storage company.

Electronic Design Services

Mindteck''s expertise in hardware design and embedded software development has helped it become a trusted partner to many of the world''s leading semiconductor, automotive, industrial, flow metering, and energy management companies.

Mindteck''s Electronic Design Services (EDS) group provides core embedded technology solutions and services in a wide variety of sectors, including industrial control systems, gas control and monitors, computer modules, electric vehicle chargers, instrumentation, storage, smart energy and IoT The Company''s integrated product design capabilities span hardware/firmware design, mechanical design, software development, connectivity solutions and value engineering. With a sound ecosystem of established partnerships, Mindteck''s comprehensive approach to product development consistently results in the reduction of time-to-market for the end-customer. Highlights of recent work include:

- Successfully delivered a medical communication gateway board for multiple ECG devices.

- Completed a car audio player upgrade project for an existing Original Equipment Manufacturer (OEM) customer, enabling them to migrate to a new hardware platform.

- Engaged with an existing customer in the area of analytical instruments to develop hardware and firmware for their next generations Gas Chromatography (GC) system based on new sensor technology.

- Executed the design and development of two light therapy products for a UK-based customer.

- Launched a wearable device for production floor automation to improve productivity in semiconductor fabrication.

- Completed a complex wireless flow meter design for a Swiss customer; also, supporting large scale production of the flow meter.

- Won multiple design projects in the automotive area from an industry pioneer.

Smart Energy and Wireless

Mindteck is one of the earliest adopters of the ZigBee standards, and possess its own ZigBee and 6LowPan wireless stacks. Having developed ZigBee stacks for major silicon providers, Mindteck''s work is demonstrated through their solution accelerators:

- Wireless short-range and long-range communication modules

- Sensor modules for monitoring solar power generation/ efficiency

- Connectivity with WiFi, ZigBee, LoRa, LTE

The Company has been consistently focusing on wireless communication and wireless sensor networks for design and development of wireless monitoring and load control solutions in the automation space. Mindteck has been a ZigBee Alliance contributor member since 2004. It has developed ZigBee Stack and Application profiles for leading semiconductor companies, and conceptualized and developed ZigBee-based products for OEMs. Mindteck is also investing in proactive development of LoRa stacks. The Company has solution IPs that are market-ready and in line with smart city initiatives. It has also ventured into Wi-Fi based solutions, including wearables.

The visibility and acceptance of Mindteck''s smart energy offerings increased with the introduction of its Internet of Things (IoT) solutions—parking, building automation, smart grid, street lighting, health care and sustainable energy efficient solutions.

Enterprise IT Solutions

Mindteck has a strong track record of providing enterprise business solutions for large and medium enterprises in all streams of technologies. In the current year, Mindteck augmented its expertise in mobility solutions by delivering standalone solutions along with its Smart City solution offerings. The development approach has progressively moved to an Agile/Scrum methodology for most projects executed at Mindteck.

The range of Mindteck''s service offerings in this area include:

- Enterprise Business Application development using Microsoft, Java and LAMP technologies

- Enterprise Mobility solutions on IOS, Android and Windows platforms

- Application Maintenance/upgrade/migration across technologies

- Data Analytics and Visualization

- Independent Verification and Validation of IT solutions

Some of the major projects executed by Mindteck during the current year include:

- SharePoint portal for one of the leading banks in India.

- SharePoint-based internal tool for one of the largest global IT enterprises.

- Performance Management Systems for one of the leading banks in India.

- Independent verification and validation in the area of medical compliance.

- Mobility application on iOS and Android for a world leader in car entertainment systems.

Application Support Services and BPM

Mindteck provides application support services based on customer requirements. For one of the largest global IT enterprises worldwide, the Company has been providing support for internal business tools for several years. Mindteck''s services have been rated very high on customer satisfaction, consistently - in part due to a combination of the right IT skills, along with a strong understanding of the business processes of the customer.

Mindteck has also been providing services in Business Process Management for areas such as insurance. For underwriting services, Mindteck''s servicing for the niche catastrophic insurance sector has been much appreciated by the client.

Cloud Computing and Big Data

Mindteck provides end-to-end cloud-based IT Consulting Services across multiple cloud variants (private, public and hybrid cloud enablement). We have in-depth expertise in various cloud platforms, including Amazon Web Services (AWS), Azure, Eucalyptus, Open Stack and VMware, backed with SMEs and technical architects with strong enterprise background and application management, data center and IT infrastructure expertise.

Mindteck''s cloud enterprise solutions expertise includes cloud-based monitoring and analytics, and big data solutions. The Company has built a solution hosted on Amazon EC2 that leverages cloud infrastructure to provide the best analytical solutions with regard to the dashboard, custom reports and data mining capabilities. Its holistic analytics and business intelligence service offerings help clients act instantly on their data.

Mindteck''s Mind-CDMI brings niche expertise in cloud-based storage interoperability in the form of a Cloud Data Management Interface.

Mindteck''s MegaMind is a big data platform that enables automated extraction of car license plate information. A high volume of multi-media content (multiple images) streamed from IP cameras located in a city is processed and the car number plate is extracted with greater than a 70% success rate. This solution is targeted for security system providers and law enforcement.

Healthcare and Medical Devices

Mindteck''s Kolkata and Bengaluru Development Centers were recertified for ISO 13485 - the world''s most acclaimed medical device standards by many global organizations.

Mindteck''s medical device expertise focuses on medical imaging, remote monitoring and patient monitoring devices. The company integrates its experience in Life Sciences and Healthcare to provide scientific software solutions and product engineering related services in this niche domain. During the year, Mindteck enriched its capabilities in the areas of predictive analytics for pharma manufacturers. Other new offerings include RA/QA services, pharmacovigilance and scientific data management of pharma research laboratories.

In the UK, Mindteck expanded its business with a key medical device client. It is also pursuing a major technology partnership with a leading medical device company in the area of smart healthcare.

Life Sciences

Mindteck provides niche engineering services to many major players of the life sciences industry. Starting from test and measurement companies, Mindteck works across multiple industry segments within analytical and bio-analytical instruments, such as control systems and physical and chemical testing instruments which are extensively used in nanotechnology and materials science. The Company''s offerings include software and hardware development across many emerging areas, such as mobility, big data and analytics. The service capabilities of Mindteck broadly cover the complete product engineering needs of device manufacturers.

For over ten years, Mindteck has been a leading software and hardware solutions provider for the life sciences instrument segment. With its blend of engineering expertise and IT experience, Mindteck is uniquely positioned to deliver against the exacting, and often demanding needs of the industry. Mindteck has longstanding relationships with many major players of the industry and the company''s services have consistently exceeded client expectations.

During the financial year:

- Mindteck initiated a new offering in platform testing of laboratory software, and is developing a Lab Intelligence tool for a Southeast Asian company that will ultimately be an enterprise lab analytics tool.

- Started an engagement with a property casualty insurance company, and an offshore engagement with an analytical instrument company.

Research and Development

Mindteck''s R&D team has developed a Smart Solutions portfolio to stay ahead in the global market and to help our clients derive more value. It includes: Smart Parking, Energy Monitoring and Management, Smart Lighting, Smart Healthcare, and Smart Collaboration Solutions. Key pilot projects executed by R&D during the year 2016-17 include:

Implementation of a Smart Parking Solution for a leading Indian Urban Local Body (ULB): This innovative car occupancy detection solution uses both Wi-Fi camera with edge-based video analytics and battery-operated wireless sensors to capture car parking occupancy details, along with the date and time stamp. The sensors, which have multi-year battery life, were tested for extreme weather conditions at the client location.

The aggregated real-time parking availability information effortlessly integrates with any government-run and third-party parking aggregator service via the Application Programming Interfaces (APIs). Service providers can also run analytics on real-time parking data for detecting any revenue leakages and implementing dynamic pricing models. The solution includes a Smart Parking Mobile App that enables motorists to navigate and zero in on the nearest parking in real-time, resulting in reduced fuel consumption and carbon footprint.

Big Data POC deal with an Indian global telecommunications services company: For telcos, it is mandatory to store the call detail records (CDRs) of every incoming and outgoing call on their network for a period of seven years. Since the data volume of these CDRs is huge, data older than three months is stored on low-cost LTO-4 tapes. Telcos are also mandated to respond to specific CDR pull requests from government investigative agencies in a timely manner which requires restoring the tape and searching for specific CDRs. The current process is manually cumbersome—in addition to being cost prohibitive when the data has to be stored.

To ease the whole process, Mindteck is now partnering with a multinational storage and data management company to replace the Tivoli-based tape storage system for CDRs by developing a Hadoop-based big data solution which archives the CDR data to their Storage GRID Webscale—a low-cost object storage product that can scale in petabytes of storage and provides software-defined storage. This enables the CDR data to be available online for pull requests and analytics.

Mindteck''s R&D team is also focusing on creating new innovative smart solutions, products and processes and further assimilating them with existing IoT solutions to enhance the company''s smart city offerings. Over the past year, it has conducted proof of concepts (POCs) with clients for select projects and collaborated on initiatives with marquee clients.

Government and Smart Cities

Mindteck has been working with state and local governments since 1999. The company has successfully executed numerous projects in health and human services, education, constituent services, and public safety in the US, including in Pennsylvania, Texas, Michigan, Massachusetts, Oregon, District of Columbia, Wisconsin, California, West Virginia, New York, New Hampshire and Florida. Mindteck has a strong history of delivering projects comprising application development, program and project management, business analysis, testing, strategic consulting and professional services. During the year, Mindteck initiated a new business engagement with an established software services company that provides a myriad of business and technical solutions to the commercial and federal government market.

Within the smart city space, Mindteck further accelerated momentum by implementing smart capabilities for cities. Mindteck''s notable highlights in this area include:

- Deployment of smart meters, along with software back-end integration, for the first smart grid project a large electricity supply company in South India.

- Implemented the first smart parking solution for a large municipal corporation in India.

- Won a smart home pilot automation/grid project.

CENTERS OF EXCELLENCE Storage Testing

Mindteck''s Storage Center of Excellence (CoE) has a long-term vision for the storage product line with a well-structured implementation plan. The company has the capacity and capability to offer a diverse range of storage engineering services. Leading storage solution vendors have benefited from our comprehensive quality assurance.

Mindteck'' Storage Testing CoE is primarily aimed at providing the skills, people, processes and infrastructure to enable our customers to build and enhance product quality in the storage space. For over a decade, Mindteck has built comprehensive expertise in storage functional testing, automation, performance testing, system testing and certification testing

- especially in the SAN, NAS and unified storage space, in tandem with multiple storage product vendors.

Wireless and Smart Energy

Mindteck continues to focus on providing monitor and control solutions by designing blocks required for wireless connectivity for IoT. The company''s current focus is on control nodes, gateways with multi-technology connectivity, and web server/applications for support over the cloud for building automation and energy-efficient solutions across various industry sectors. Mindteck won a new project with an existing client in the Solar PV business for integrating a new module and also secured extensions for their application support.

With mobile applications becoming a part of every enterprise solution, Mindteck has built mobility expert centers with deep skills in developing both hybrid and native mobile applications on IOS, Android and Windows smart phones. As part of this initiative, Mindteck has dedicated teams in various aspects of mobility, including HTML5 and Java Script-based hybrid application development using tools like Cordova and PhoneGap, native application development on IOS using Xcode/Objective C and native Android development using Eclipse and Android Studio/Java. Mindteck has also nurtured the backend development related to mobility using Jason-based Web Services and proprietary protocols. Based on this CoE initiative, Mindteck has acquired customer projects and developed mobile applications in the smart energy, medical and infotainment areas. Some of these applications were deployed in Google Play Store, Apple iTunes and the Windows Store.

Medical Devices

Mindteck Kolkata''s CoE has made further in-roads into value development. It has developed expertise in medical data exchange protocols, such as HL7 and DICOM, medical data security aspects involving FIPS140-2 and HIPPA, and FDA-recommended development guidelines. Mindteck has worked with a wide set of medical vital parameters and gathered significant expertise in using medical data simulators.

Life Sciences

With two, state-of-the-art, in-house analytical instrument laboratories, Mindteck is capable of delivering software and hardware solutions, executing R&D assignments, and conducting analytical testing on a variety of instruments for customers.

Change in Nature of Business

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

5. QUALITY

At Mindteck, we believe "Quality is the result of a carefully constructed cultural environment. It has to be fabric of the organization, not part of the fabric". - Phill C

Mindteck''s Quality Management System (QMS) is a collection of business processes focused on consistently meeting customer requirements and enhancing their satisfaction. Mindteck continues to adhere to ISO certifications 9001:2008, ISO 13485:2003, ISO 27001:2013 and CMMI-DEV Version 1.3 Maturity Level 5.

Mindteck''s appraisal at CMMI-DEV Version 1.3 Maturity Level 5 is a testament to its corporate commitment and attention to quality, providing significant benefits to clients and employees. Mindteck leveraged CMMI-DEV Version 1.3 Maturity Level 5 to achieve improved customer satisfaction, and ultimately further profitability and growth.

ISO certifications demonstrate Mindteck''s ongoing commitment to delivering a consistent level of quality to customers through its well-defined process and procedures. Mindteck is enterprise-wide certified against ISO 9001:2015 (Quality Management) and continues to hold domain-specific quality certification ISO 13485:2003 (for Medical Devices). This assures the company''s commitment to providing value to clients through process-driven innovation principles at every stage of medical device development and design.

Mindteck understands that the confidentiality, integrity, and availability of information are vital to business operations and success. Mindteck uses a multi-layered approach to protect key information by constantly monitoring and improving its applications, systems, and processes to meet the growing demands and challenges of dynamic security threats. Last year, again, Mindteck successfully maintained CMMI Level 5 for software and hardware development projects in its Bengaluru and Kolkata locations. Additionally, the Capability Maturity Model Integration (CMMI) Institute accepted Mindteck as a partner. In its role as Partner, the Company is now certified to provide official CMMI Institute services in Capability Maturity Model Integration (CMMI) and Data Management Maturity (DMM).

6. INFRASTRUCTURE

Mindteck has offices in the US, UK, Singapore, Malaysia, Philippines, Bahrain, Netherlands, Germany and India. There are also four development centers equipped with R&D laboratories across the globe. The infrastructure includes space for workstations, conference rooms, meeting rooms, labs and a world-class communication system. The innovative ''best shore delivery model'' has provided our customers with a mix of onsite, offshore, near shore, offshore-onsite and other hybrid delivery options across geographies, for faster and more efficient delivery of quality services.

7. SUBSIDIARIES

On March 31, 2017, Mindteck had six wholly-owned subsidiaries: Mindteck, Inc. (US), Mindteck Middle East Limited S.P.C. (Bahrain), Mindteck Software Malaysia SDN. BHD. (Malaysia), Mindteck Singapore Pte. Ltd. (Singapore), Mindteck (UK) Limited (UK) and Chendle Holdings Limited (British Virgin Islands). Mindteck (UK) Limited has two subsidiaries – Mindteck Germany GmbH (Germany) and Mindteck Netherlands B.V. (Netherlands). Mindteck Singapore Pte. Ltd. has one subsidiary -Mindteck Solutions Philippines, Inc. (Philippines).

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 statutory auditors. The Consolidated Financials have been prepared and audited in strict compliance with applicable Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as prescribed by SEBI. 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 Balance Sheet. 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) in Form AOC-1, forms part of this Annual 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 detailed information will also be kept for inspection by any investor at Mindteck''s Registered Office and that of the respective subsidiary companies. We shall furnish a hard copy of the accounts of subsidiaries to any shareholder on demand and a soft copy of accounts is available on the Investors section of Company''s website www.mindteck.com. The Holding, as well as Subsidiary companies, regularly files 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 that were entered during the financial year were on an arm''s length basis and in the ordinary course of business. There were no material significant 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 in Annexure-2.

9. AWARDS AND RECOGNITION

Mindteck is among the select group of global companies appraised at CMMI-DEV Version 1.3 Maturity Level 5 from CMMI Institute. It is enterprise-wide certified against ISO 9001:2015— Quality Management and continues to hold domain-specific quality certification ISO 13485:2003 for Medical Devices. In recognition of its security efforts, Mindteck was certified for ISO 27001:2013-Information Security Management System. Additionally, this year Mindteck was certified to provide official CMMI Institute services in Capability Maturity Model Integration (CMMI) and Data Management Maturity (DMM).

10. LITIGATION

No material litigation is outstanding as on March 31, 2017 except one recovery suit filed in connection with advance payment made for the proposed office premises, which was not occupied by the Company.

11. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 21,366 Equity Shares on May 20, 2016, 40,666 Equity Shares on August 10, 2016, 78,996 Equity Shares on November 11, 2016 and 69,766 Equity Shares on February 10, 2017 pursuant to allotment of shares under the Employee Stock Option Schemes. Consequently, the outstanding, issued, subscribed and paid up Equity Shares increased from 25,173,101 to 25,383,895 as on March 31, 2017.

12. BOARD COMMITTEES

The details of various Committees of the Board are provided in the Corporate Governance Report.

13. 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.

14. 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.

15. TRANSFER TO RESERVES

During the year, the Company transferred Rs. 54,334,201 to its reserves.

16. DIRECTORS

As per Article 112 of the Articles of Association of the Company, Mr. Meenaz Dhanani retires by rotation as Director in the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. A brief resume of Mr. Meenaz Dhanani is included in the notice for the Annual General Meeting. Mr. Meenaz Dhanani was re-appointed as an Executive Director of the Company for a period of three years effective from October 04, 2016.

Mr. Sanjeev Kathpalia was appointed as an Additional Director effective from February 10, 2017 and subsequently he was elevated to the position of Managing Director and Chief Executive Officer with effect from March 01, 2017 for a period of three (3) years. The Resolution seeking the approval of Members for appointment of Mr. Sanjeev Kathpalia as Managing Director and Chief Executive Officer forms part of the notice for the 26th Annual General Meeting. A brief resume of Mr. Sanjeev Kathpalia is included in the notice for the Annual General Meeting.

Declarations by Independent Directors

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has carried out an annual performance evaluation of its Board''s performance, the Directors individually, as well as the evaluation of the working of its Committees and Chairperson.

Board Diversity

The Company places great emphasis on the principle of diversity, including gender diversity. Diversity throughout the organization makes great business sense. The Company maintains that appointments to the Board should be based on merit as well as complementing and expanding the skills, knowledge and experience of the Board as a whole.

Policy on Directors'' appointment and remuneration

Mindteck has an appropriate mix of 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 Eight Directors, two of whom are Executive or Whole-time Directors, one is Non-Executive and five are Independent Directors, including one woman 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 provided under Sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure-3 to the Board''s report. We affirm that the remuneration paid to the Directors is as per the terms.

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 any 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 and employees to report their genuine concern and the said policy is attached as per Annexure-4.

17. KEY MANAGERIAL PERSONNEL

Mr. Sanjeev Kathpalia was appointed as Managing Director and Chief Executive Officer with effect from March 01, 2017 for a period of three (3) years. The term of Mr. Yusuf Lanewala as Managing Director and Chief Executive Officer completed on March 31, 2017 and he continues to be a Non-Executive Chairman of the Company with effect from April 01, 2017.

18. AUDITORS Statutory Auditor

Mindteck''s statutory auditor, M/s. B S R & Company, Chartered Accountants, Bengaluru, holds office as Auditor until the conclusion of the ensuing Annual General Meeting and by virtue of compulsory rotation of Auditor, the Board recommends the appointment of S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) to the shareholders in the ensuing Annual General Meeting, who has confirmed its eligibility and willingness to accept the office of Auditor, if appointed for a period of five (5) years, i.e. up to the AGM of FY 2021-22, as per the Companies Act, 2013.

Secretarial Auditor

CS S Kannan a Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the FY 2016-17, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2016-17 forms part of the Annual Report as Annexure-5 to the Board''s Report.

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

19. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is attached as Annexure-6 to the Board''s Report.

20. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Company''s operation in the future. The details of Tax Matters are disclosed in Annexure to Auditor''s Report in the Standalone Financial Statements.

21. 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.

22. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME

Mindteck has an established a familiarization programme for its Independent Directors. The business heads, Executive

Directors and Company Secretary make presentations on business models, nature of industry and its dynamism, the roles, responsibilities and liabilities of Independent Directors etc. Further, updates on business, statutory law and industry are made available to Independent Directors, especially to the Audit Committee members on an ongoing basis by internal teams and Statutory and Internal Auditors on a quarterly basis.

23. 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-7 to the Board''s report.

The list of top 10 employees and other employees employed throughout the financial year and are 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 in a month, under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

Top 10 Employees of the Company based upon the remuneration drawn during the FY 2016-17

Employee Name	Designation	Remuneration Received	Nature of Employment	Qualification	Experience (in years)	Date of Commencement of Employment	Age	Last Employment	Percentage of Equity shares held by the employee in the Company	Any such employee is a relative of any Director or manager of the Company and if so, name of such Director or manager
Yusuf Lanewala	CMD	6,999,996	Contractual	B.Com, MBA	38	11-Jun-13	63	Information Technical Consultant	0.20%	NO
Anand Balakrishnan	CFO	4,980,323	Employee	CA	19	04-Sep-14	44	JLT	NIL	NO
Sumit Goswami *	EVP -Managed Services (US)	4,976,068	Employee	B.E (Computer Technology), PGDBM	23	16-May-16	50	Wipro Limited	NIL	NO
Surjit Lahiri	VP Technology	4,495,183	Employee	B. Tech	25	29-Mar-05	47	Novellus India Pvt Ltd	0.04%	NO
Arup Banerjee	Sr. VP- Managed Services (ROW)	3,384,814	Employee	B. Tech	28	08-Jul-11	51	HCL Technologies Ltd	0.002%	NO
Girish Chandrasekhar Pachuveetil	AVP-Delivery	3,374,456	Employee	MS	22	09-Apr-15	49	CGI Information Systems and Management Consultants Pvt. Ltd.	NIL	NO
Satheesh Kumar Sreedharan	VP- Delivery	3,311,893	Employee	M. Tech	30	14-Jun-11	57	GE Healthcare	0.04%	NO
Shivarama Adiga S.	VP - Legal and Company Secretary	3,261,321	Employee	M.Com, LLB and CS	39	18-Mar-13	59	Diligent Media Corporation Limited	0.06%	NO
Dr. Krishnan K V	VP - TSA	3,172,077	Employee	M.Sc., Ph.D.	35	03-May-07	66	ISRO - Govt of India	NIL	NO
Harish Nair	Regional VP-IMEA	2,948,156	Employee	MBA	20	11-Sep-13	43	EDC Creattive Technology Solutions	0.04%	NO

Employees employed throughout the financial year and are in receipt of remuneration of Rs. 102 Lakhs or more, or employed for part of the financial year and are in receipt of Rs. 8.50 Lakhs or more a month.

Employee Name	Designation	Remuneration Received	Nature of Employment	Qualification	Experience (in years)	Date of Commencement of Employment	Age	Last Employment	Percentage of Equity shares held by the employee in the Company	Any such employee is a relative of any Director or manager of the Company and if so, name of such Director or manager
Sanjeev Kathpalia	Managing Director and Chief Executive Officer	987,535	Contractual	B. Tech, IIT Delhi (Chemical Engineering), MBA, IIM Calcutta	35	March 01, 2017	64	Senior Advisor to the Prime Minister (Republic of Turkey)	NIL	NO

24. COMMITTEES OF THE BOARD

Currently, the Board has six Committees: the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Corporate Governance Committee and Risk Management Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit Committee	Mr. Narayan A. Menon - Chairman Mr. Yusuf Lanewala - Member Mr. Javed Gaya - Member Mr. Jagdish Malkani - Member Mr. Guhan Subramaniam - Member Ms. Prochie Mukherji - Member	- The Committee oversees the Company''s financial reporting process and disclosures of its financial information to ensure accuracy and reliability. - The Company has adopted the Whistleblower mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. The Whistleblower Policy is attached as Annexure-4 to the Board''s report. - In accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policies on Related Party Transactions and material subsidiaries. The policies, including the Whistleblower Policy, are available on Company''s website.
Nomination and Remuneration Committee	Mr. Javed Gaya - Chairman Mr. Jagdish Malkani - Member Mr. Narayan A. Menon - Member Mr. Guhan Subramaniam - Member Ms. Prochie Mukherji - Member	- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors. - The Committee has designed and continuously reviews the compensation program for the Managing Director & Chief Executive Officer and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. - The Committee structures compensation to ensure that it is competitive in the global markets in which it operates in order to attract and retain the best talent. The Committee intends to have a combination of stock options and performance-based stocks to align senior employee compensation. - The Nomination and Remuneration Committee has framed the nomination and remuneration policy. A copy of the policy is attached as Annexure-3 to the Board''s report.

Corporate Social Responsibility Committee	Mr. Yusuf Lanewala - Chairman Mr. Javed Gaya - Member Mr. Jagdish Malkani - Member	- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. - The Company allocated 2% of its average net profits for three years immediately preceding the financial year on CSR activities to various beneficiaries. - Financial data pertaining to the Company''s CSR activities to various beneficiaries for the FY 201617 is attached under the prescribed format in Annexure-8 to the Board''s Report. - The contents of the CSR policy are available on Company''s website (Weblink: http://www.mindteck.com/ assets/investor_pdf/CSR_Policy.pdf).
Stakeholders Relationship Committee	Mr. Javed Gaya - Chairman Mr. Yusuf Lanewala - Member Mr. Jagdish Malkani - Member	- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year and there are no pending grievances as on the year end.
Risk Management Committee	Mr. Yusuf Lanewala - Chairman Mr. Meenaz Dhanani - Member Mr. Anand Balakrishnan - Member	- The purpose of the Committee is to assist the Board in fulfilling its Corporate Governance with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks efficiently and effectively. - The Company has developed and implemented a risk Management framework that includes identification of elements of risk, if any which in the opinion of the Board may threaten the existence of the Company. - The details of the Management framework form part of this Annual Report.
Corporate Governance Committee	Mr. Narayan A. Menon - Chairman Mr. Yusuf Lanewala - Member Mr. Jagdish Malkani - Member Mr. Meenaz Dhanani - Member	- Review Board/Corporate Codes and make suitable recommendations to the Board from time to time. - Review the Structure/Charters of other Board Committees and make suitable recommendations to the Board from time to time. - Recommend best practices and standards in any particular area to the Board of Directors as per its mandate.

25. RISK MANAGEMENT POLICY

The Company has a robust Enterprise Risk Management (ERM) framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk policy defines the Risk Management approach across the enterprise at various levels, including documentation and reporting. The model has different modes that help in identifying risk trends, exposure and potential impact analysis at a Company level and also separately for different business segments. The Company has identified various risks and also has mitigation plans for each risk identified.

26. CORPORATE GOVERNANCE REPORT

Mindteck recognizes 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. We adhere 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 report in Annexure-9.

27. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is part of this Annual Report.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of its knowledge and belief, and according to the information and explanations obtained by the Company, your 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, 2017, 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 at March 31, 2017 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 system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

29. WE CARE

At Mindteck, care is rooted in the ways we engage and enable, and fundamental to the way in which the Company builds and nurture relationships, champion others, foster careers in technology, and steward community causes. In2012, Mindteck established WE CARE as a framework for honouring our commitments and making a lasting difference both inside and outside the organization. The cornerstones are Knowledge, Opportunity, Advocacy, Inclusion, Goodwill and Respect. Constituents include Shareholders, Clients, Employees, Partners and Communities.

During FY 2016-17, Mindteck made further strides forging positive brand associations, building stronger relationships and innovating within the WE CARE framework:

Mindteck Academy, and IT workforce development solution, builds opportunities for learning, hiring and economic growth in the communities we serve.

- The underserved - qualified military veterans, recent college graduates, displaced workers - learn the technology skills required for gainful employment;

- Companies and government entities struggling to overcome IT skill shortages hire local citizens who have been trained to exact specification and need;

- Communities grow as their unemployed or underemployed are hired or retrained.

Notable highlights for the Academy''s year include:

- Conducted their first onsite Business Analyst Boot camp in Madison, WI.

- Launched online, live, instructor-led Java/JEE course.

- Established partnerships for graduate placement, including one of the largest financial institutions in the world.

- Conducted internal Java and Agile-Scrum training for three clients.

- Hired a Technical Director to oversee classes, courseware and trainee performance.

Consultant Care focuses on retaining and developing Mindteck''s valued people assets who work onsite at client locations. On an ongoing basis, our Brand Ambassadors assist, educate and engage consultants in multiple states throughout North America and Canada. During the year, the Leads Rewards Program was expanded to include non-W2 Mindteck employees and consultants. Our Brand Ambassadors also assisted the recruiting team on improving their process and remarketing reporting. As an adjunct activity, the Consultant Care Manager acquired two new clients, and also nurtured relationships related to smart city initiatives in the US. In the coming year, Consultant Care will establish a pilot program for global Consultant Care endeavors, strengthen dialogue and multi-level engagement with top-tier ''ambassador consultants'' optimize the consultant portal to achieve ''destination'' status, and continue spearheading footprint expansion in Missouri.

Transition Care provides opportunities for seasoned technology professionals, who have been a victim of downsizing, to continue benefiting from their wealth of experience and knowledge. We match their skillets to our niche needs to help build a stronger Mindteck. Transition Care is also a resource for clients who want to preserve their reputation and employee morale during a restructuring, as well as for outplacement firms that want to reduce their roster of displaced IT professionals.

Client Care, which focuses on the client constituent of WE CARE, is a customer experience (CX) endeavour designed to engage and enable clients, as well as champion a caring culture and business approach. The Client Care Ambassador is a client advocate, operating both cross-functionally and independently across the organization. Key efforts during the year focused on: Supporting process improvements, and delivery and service performance; Liaising with the US sales teams; Referrals to new clients and partners. An expansion of these efforts, along with increased channel/other engagement, will foster additional advocacy, loyalty and credibility during FY 2017-18.

30. CSR INITIATIVES

Mindteck''s Corporate Social Responsibility (CSR) commitment is part of WE CARE. We believe that through our successes around the globe, we should give back in kind and deed. We do what we can to create shared value and steward our resources to create hopeful tomorrows for others.

Core pillars of Mindteck''s CSR endeavors are Global Education and Local Targeted Giving. We believe in the empowerment of knowledge and how it helps to bring positive change and stability to society as a whole; we also know that giving to local organizations that embrace the interests and values of the communities we serve builds stronger communities and makes business sense.

INDIA CSR:

In FY 2016-17, Mindteck allocated more than 2% of its three-year average net profits towards CSR activities and the details of the same are attached to this report as Annexure-8.

Bangalore Samarthanam Trust - empowers visually impaired, disabled and underprivileged individuals through developmental initiatives focused on education, social, economic independence and technology.

Government Girls High School and Government PreUniversity (PU) College for Girls in Hoskote through Bangalore Indiranagar Rotary Trust - supports academic improvement, extracurricular activities and sanitation facilities.

Gandhi Old Age Home - Donated an ambulance and provided other infrastructure support to a government recognized institution dedicated to the welfare of the aged and neglected;

Western Railways, Mumbai through Rotary Club of Bombay, Kandivli Charitable Trust - Repair and major revamp of toilet blocks on suburban railway stations from Virar to Churchgate (Mumbai) for local Stations, through Rotary Club of Bombay Kandivli Charitable Trust.

US CSR:

Local, targeted CSR efforts in the US for the new year are under way. In 2016-17, these organizations were selected:

Northeast: The Seeing Eye - breeds and raises puppies to guide blind people; instructs blind people in proper use/ handling/care of the dogs; conducts and supports research on canine health and development.

Elijah''s Promise - harnesses the power of food to break the cycle of poverty, eliminate hunger and change lives.

Central Southeast: Pennsylvania Breast Cancer Coalition

- represents supports and serves breast cancer survivors and their families in Pennsylvania through educational programming, legislative advocacy and research.

Coder Kids - encourages kids to learn about Computer Science and programming; develops their interests in all areas of Science, Technology, Engineering and Mathematics (STEM) through active, hands-on learning with projects, demos and presentations by other kids and local technology professionals.

Southwest and Missouri: North Texas Food Bank (Plano

Food4Kids) - committed to addressing food insecurity of Chronically hungry early childhood and elementary school children in Plano, TX. Through partnering with the food bank, Food4Kids provides kids with a backpack filled with nutritious, shelf-stable food every Friday during the school year.

A.R.C. Angels Foundation - dedicated to saving lives by helping teens be actively involved in the prevention of teenage suicide; provides educational programs that empower teens to recognize signs/symptoms of suicide and take preventative actions.

West: YES! for Schools - teaches youth healthy strategies to manage stress and emotions, so that they may exhibit greater confidence and motivation to succeed in school and make healthy choices when faced with life''s challenges.

31. MINDTECK EMPLOYEES STOCK OPTION SCHEMES

Mindteck believes in the policy of enabling Mindteckians 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 Employee Stock Options Schemes: Mindteck Employees Stock Options Scheme 2005, Mindteck Employees Stock Options Scheme 2008 and Mindteck Employees Stock Options Scheme 2014.

a. Mindteck Employees Stock Options Scheme 2005

During the year ended March 31, 2017, under this Scheme, the company granted 14,400 options on November 11, 2016 at an exercise price of Rs. 85.05 per share and 14,400 options on February 10, 2017 at an exercise price of Rs. 92.10 per share, and also issued and allotted 59,300 shares to eligible employees. There has been no variation in the terms of ESOP Scheme during the year.

b. Mindteck Employees Stock Options Scheme 2008

During the year ended March 31, 2017, under this Scheme, the company granted 69,600 options on May 20, 2016 at an exercise price of Rs. 103.90 per share and 239,000 options on August 10, 2016 at an exercise price of Rs. 90.75 per share, and it has issued and allotted 151,494 shares to eligible employees. There has been no variation in the terms of ESOP Scheme during the year.

c. Mindteck Employees Stock Options Scheme 2014

During the year ended March 31, 2017, under this Scheme, the company granted 250,000 options on March 30, 2017 at an exercise price of Rs. 78.10 per share. 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) Regulations, 2014 are displayed on the website of the Company. (Weblink: http://www.mindteck.com/ assets/investor_pdf/Disclosures-pursuant-to-SEBI-Regulations-2014.pdf)

32. MINDTECK EMPLOYEES WELFARE TRUST

The Mindteck Employees Welfare Trust was set up in the year 2000 to implement the Company''s Share Incentive Scheme. As on March 31, 2017, the said Trust holds 416,000 shares of the Company and has not yet granted any shares to the Company''s employees under the said scheme.

33. 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-10 included in this Report.

34. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of cooperation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company''s growth. We thank employees at all levels across the Group for their valuable contribution in our progress and look forward to their continued support.

for and on behalf of the Board of Directors

Bengaluru, India Sanjeev Kathpalia

May 22, 2017 Managing Director and Chief Executive Officer

(DIN: 05257060)

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Mar 31, 2015

To the Members,

The Directors hereby present the Twenty-Fourth Annual Report of your Company on the business and operations for the year ended March 31, 2015.

1. RESULTS OF OPERATIONS Rs.in million Standalone Year ended Year ended 31-Mar-15 31-Mar-14

Revenue from operations 801.70 758.40

Other income 8.41 8.07

Employee benefits expense 393.60 388.54

Cost of technical sub-contractors 21.46 25.32

Other expenses 200.04 150.66

Profit before finance costs, depreciation, taxes and amortization 195.00 201.95

Finance costs 0.37 1.71

Depreciation and amortization expense 16.60 6.15

Profit before tax expense 178.03 194.09

Tax expense 63.21 74.03

Profit After Tax 114.81 120.06

Paid-up Equity Share Capital 250.63 245.64

Earnings Per Share (EPS) 4.59 4.90

Consolidated Year ended Year ended 31-Mar-15 31-Mar-14

Revenue from operations 3,191.48 3,288.12

Other income 9.09 9.44

Employee benefits expense 1,864.37 2,038.96

Cost of technical sub-contractors 695.39 675.58

Other expenses 340.05 283.92

Profit before finance costs, depreciation, taxes and amortization 300.76 299.10

Finance costs 3.10 4.86

Depreciation and amortization expense 19.55 8.92

Profit before tax expense 278.11 285.32

Tax expense 86.15 99.18

Profit After Tax 191.96 186.14

Paid-up Equity Share Capital 246.46 245.64

Earnings Per Share (EPS) 7.80 7.59

2. COMPANY AFFAIRS Standalone

On a standalone basis, your company recorded revenue of Rs 801.70 million as against Rs 758.40 million in the previous year.

Mindteck's net profit on a standalone basis stood at Rs 114.81 million, as against Rs 120.06 million in the corresponding previous year.

At an operating margin level, on a standalone basis, Mindteck recorded EBITDA of Rs 195.00 million (24.32%) this year as against Rs 201.95 millon (26.63%) last year. Consolidated

During the year under review, your Company recorded consolidated revenue of Rs. 3,191.48 million as against Rs. 3,288.12 million in the previous year. Of the revenue that was recorded, 77% is attributed to the US and the balance pertains to rest of the world.

Mindteck's Consolidated Net Profit for the year stood at Rs. 191.96 million, as against Rs. 186.14 million in the corresponding previous year, registering a growth of 3.12%. At an operating margin level, Mindteck recorded EBIDTA of Rs. 300.76 million (9.42%) this year as against Rs. 299.10 million (9.10%) last year.

There were no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the 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, 2015. This translates into a total outlay of Rs. 30,165,202 including dividend distribution taxes.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck's business encompasses end-to-end product creation and product life cycle management services in the areas of Semiconductor and Storage, Electronic Design Services, Smart Energy and Wireless, Cloud Computing and Big Data, Healthcare and Medical Devices, Life Sciences, BFSI, and Government. We provide leading companies, including start-ups, top universities, and Fortune 50 clients' services in niche areas such as application management and support, cloud computing, data analytics and business intelligence, smart energy, loT, enterprise information portals, mobility and software testing. Mindteck is among a select group of global companies appraised at Maturity Level 5, DEV Version 1.3 of the CMMI Institute's Capability Maturity Model Integration (CMMI). Mindteck has developed IPs in some key areas, enabling us to deliver solutions with reduced time- to-market. Our development and testing methodology is designed to provide clients with timely updates of all the deliverables.

Semiconductor and Storage

For over two decades, Mindteck has been providing product development services in the area of storage to top storage clients in the industry. Our engagements in the storage vertical include storage software development, testing, hardware and firmware design, productized solutions, consultancy and implementation services. In the areas of system development, quality assurance and automation, as well as data center administration, we have a readily available pool of resources to stay ahead of clients' talent needs. Keeping client requirements in mind, Mindteck has built exclusive offshore storage labs-a model that has been proven to be highly productive and cost-effective. Customer satisfaction ratings received from top storage clients have been continuously increasing, and Mindteck recently emerged as the most preferred partner for a storage project by winning against competitors who once dominated the area.

Mindteck has been serving the semiconductor equipment manufacturing industry for over a decade. We offer a wide spectrum of IT services, including SEMI standards implementation, DeviceNet implementation, proprietary protocol development, MES, enterprise device monitoring, EDS, simulator development, automation, change management, and end-to-end testing services. Our ready- to-deploy solution accelerators, such as device simulator, automated equipment software testing framework, and SECS/GEM-based FA test harness, helps lower project risk and cost. Some highlights in this area were:

- Mindteck has been recently awarded a large project in the mechanical and electrical engineering space with an existing semiconductor client. We will provide our technological expertise for module development of MOCVD equipment along with verification and validation processes.

- We also received a new order for support of a wireless stack from a leading chip manufacturer.

Electronic Design Services

Mindteck's Electronic Design Services (EDS) group provides core embedded technology solutions and services from design development to embedded validation and verification. Our capability in doing end-to-end product development in the area of embedded systems has been successfully demonstrated in various product domains, including industrial control systems, gas control and monitors, computer modules, electric vehicle chargers, instrumentation, storage and smart energy as well as loT (Internet of Things). Our in-house projects at the Storage Center of Excellence has supported the EDS group in providing clients with optimum resource utilization, and in creating proof of concept models for capability demonstration. Following are a few project highlights:

- Commenced a new project on KIOSK development for an existing OEM customer, entailing complete product development with hardware architecture and design.

- Engaged by an existing customer in the area of network- attached storage (NAS) for driver development and hardware validation of their new platforms.

- Collaborated with a market leader in designing their powerful 'next generation' body clocks.

- Commenced a project for a communication board on an ECG machine for a medical device OEM customer in India. This entails hardware and firmware design and development of a small form factor board for a 12 lead ECG machine.

This year, the EDS team at Mindteck furthered their capabilities by developing smart meters equipped with multiple connectivity options, such as WiFi, GSM and ZigBee, for leaders in the electrical industry.

Smart Energy and Wireless

We are amongst the earliest adopters of the ZigBee standard, and today we have our own ZigBee and 6LowPan wireless stacks. Having developed ZigBee stacks for major silicon providers, the focus of our solutions to semiconductor companies is demonstrated through our solution accelerators in this domain. We have been mainly focusing on wireless communication and wireless sensor networks- design and development of wireless monitoring and load control solutions in the automation space.

Visibility and acceptance of our Smart Energy offerings increased with the introduction of our Internet of Things (IoT) solutions-smart metering, building automation and sustainable energy efficient solutions.

- We are collaborating on a world-class research model for building efficiency and sustainability in tropical climates through an engagement with SinBerBEST (Singapore-Berkeley Building Efficiency and Sustainability in the Tropics). It is a public-private, joint research collaboration between the University of California, Berkeley, Nanyang Technological University (NTU), the National University of Singapore (NUS), and other agencies and groups in Singapore. Mindteck will develop the required hardware, firmware and applications to monitor and control various building efficiency systems to ensure safe, reliable, energy efficiency operations. The focus on smart tropical buildings is based on a study showing that 40% of the world's population lived in the tropics in 2008 and that this will grow to 60% by 2060.

- Mindteck recently partnered with another company to develop a reporting solution for monitoring and optimizing the consumption of energy in both commercial and industrial facilities.

Cloud Computing and Big Data

Mindteck has in-depth expertise in various cloud platforms, including Amazon Web Services (AWS), Azure, Eucalyptus, OpenStack and VMware. Our Cloud Enterprise Solutions expertise includes cloud-based monitoring and analytics and big data solutions. Mindteck has built a solution hosted on Amazon EC2 that leverages cloud infrastructure to provide the best analytical solutions in terms of dashboard, custom reports, and data mining capabilities. Our holistic analytics and business intelligence service offerings help clients act automatically on their data. We provide advanced analytics, analytics on unstructured data, business intelligence, data/ information management and big data services.

- For over two years, Mindteck has been providing technical advisory and development services to the Center for International Development (CID) at Harvard University, a university-wide research center housed at the Harvard Kennedy School, for The 'Atlas online'-a powerful interactive tool enabling users to visualize a country's total trade, track how these dynamics change over time and explore growth opportunities for more than a hundred countries worldwide. Currently, efforts are underway to implement more country-specific Atlas versions. One of the interesting features being implemented is Natural Language Search that enables the Atlas to answer questions in more colloquial terms.

- Mindteck also initiated a Big Data engagement with a Fortune 100 technology giant.

Healthcare and Medical Devices Mindteck's Kolkata and Bengaluru development centers were recertified for ISO 13485, the world's most recognized medical device standards and recognized by many governments worldwide. The recertification shows our commitment towards providing quality products to our clients and it has helped us gain access into newer markets.

One of the most notable highlights last year was providing technology for an award-winning medical device leader specializing in the design and manufacture of medical devices for their Remote Patient Monitoring project. The innovative, easy-to-use, FDA-approved device will be used to attend medical incidents from various locations and will enable doctors to provide immediate assistance from anywhere. This is a testament of our responsiveness to the changing patient monitoring ecosystem and adoption of next generation services.

Life Sciences

The Life Sciences team at Mindteck achieved high customer satisfaction ratings for timely and high quality deliverables. We offer a wide portfolio of engineering solutions and services to the life sciences industry. Our offerings extensively cover the complete product engineering needs of device manufacturers in this industry-product development, verification and validation, compliance and qualification services, system integration, along with global product and field support.

We are proud to be the preferred global services partner for leading clients from the life sciences industry with 12 of the top 20 analytical instrument and medical device companies benefiting from our integrated services portfolio. During the year, our deep domain expertise in analytical instruments and medical devices resulted in our clients expanding their project scope with us.

BFSI

Mindteck provided SharePoint-based enterprise solutions for a major Indian bank. We also developed a performance management tool for the same bank.

We continued to provide Business Process Management services in underwriting for a leading insurance company and are well positioned to further grow in this domain.

Government

The Government vertical of Mindteck brings a deep understanding of clients' needs, knowledge of technologies adopted by governments, and solutions that can solve IT challenges. We have a strong history of delivering projects around application development, program and project management, business analysis, testing, strategic consulting, and talent management services.

New technologies are being implemented to improve the way governments operate and serve its citizens. In this regard, Mindteck won a statewide E-Nagarpalika project to enable the delivery of government services to citizens at a click. Many of our engagements which started as short-term projects have moved to long-term opportunities. We won multiple contract renewals as well as new projects at several agencies with this strategy.

Research and Development

Since inception, the R&D division has been focusing on creating, developing and maintaining IPs, products, processes and solutions essential to meet the demands of the marketplace. We have been doing significant product developments that enable our customers to innovate and excel. The division's new product development initiatives are based on the Internet of things (IoT). The market estimated for IoT is US$500 billion by 2019 and in the enterprise business productivity improvement market, US$58 billion worldwide by 2016.

The products developed by Mindteck in the year 2014-2015 are as follows:

- Ignite Energy Management System: Designed with the goal to transform office buildings into energy efficient smart buildings.

- Ignite iThings IoT Hardware Platform: This is Mindteck's IoT reference hardware platform that can be used to rapidly build city scale IoT solutions for smart cities. Our IoT-based solution readiness enabled us to win the previously noted SinBerBEST project in Singapore.

- ZigBee IP Wireless Stack: An IPv6-based wireless sensor network protocol used in IoT devices. A demo version of this solution has been released for customer evaluation.

- ProdXL Workstation Analytics: ProdXL is an analytic- based enterprise productivity solution for workstations. It measures the time spent by employees on all the active desktop applications. The portal provides employee and managers insightful feedback on specific areas where productivity improvement may be required.

- Presentation Manager: Helps remote teams build customized presentations from an existing repository of presentations-on the fly from any device irrespective of the location. This solution is designed to improve custom presentation efficiency by 90%.

CENTERS OF EXCELLENCE Storage Testing

Mindteck's Storage Center of Excellence (CoE) has a long- term vision for the storage product line with a well-structured implementation plan. We have the capacity and capability to offer a diverse range of storage engineering services and leading storage solution vendors have benefited from our comprehensive quality assurance.

Our Storage Testing CoE is primarily aimed at providing the skills, people, processes and infrastructure to enable our customers to build and enhance product quality in the storage space. For over a decade, Mindteck has built comprehensive expertise in Storage QA, Automation and Performance testing-especially in the SAN, NAS and unified storage space, while partnering with multiple storage product vendors.

Smart Energy & Wireless

This CoE continues to focus on providing monitoring and control solutions by designing blocks required for wireless connectivity for the Internet of Things. The current focus is on control nodes, gateway with multi-technology connectivity and webserver/applications for support over the cloud for building automation and energy efficient solutions across various industry verticals.

Medical Devices

Our CoE based in Kolkata ensures that the development, production and delivery of medical devices are safe to be used in the market. Having stringent medical certifications like ISO 1348 has enabled us to build the best-in-class client base. With continued investments in innovation, we are confident of furthering our medical business to unmet markets and geographies.

Life Sciences

With two, state-of-the-art in-house analytical instrument laboratories, we are capable of delivering software and hardware solutions, executing R&D assignments, and conducting analytical testing on a variety of instruments for our customers. Our Life Sciences CoE, combined with analytical domain experts, provides the requisite knowledge, valuable insights, and quality to our service offerings. Change in Nature of Business

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

5. QUALITY

At Mindteck, we believe "Quality is everyone's responsibility". - W. Edwards Deming

Mindteck's Quality Management System (QMS) integrates processes, people and technology maturity through various established frameworks and practices, including ISO 9001: 2008, ISO 13485:2003, ISO 27001:2013 and CMMI DEV Version 1.3 Maturity Level 5.

Mindteck appraised at CMMI-DEV Version 1.3 Maturity Level 5 is a testament to our corporate commitment and attention to quality, which provides significant benefits to our clients and our employees. We have leveraged CMMI DEV Version 1.3 Maturity Level 5 to achieve improved customer satisfaction, thereby enabling growth and profitability. More than 90 per cent of our global delivery network employees work in CMMI Level 5 centers.

These certifications demonstrate Mindteck's ongoing commitment to providing the very best service delivery to our clients. Mindteck continues to adhere to ISO certifications for improving the productivity and quality of its services and products. Mindteck is enterprise-wide certified against ISO 9001:2008 (Quality Management) and continues to hold domain-specific quality certification ISO 13485:2003 (for Medical Devices). This assures our commitment to providing value to our clients through process-driven innovation principles at every stage of medical device development and design.

Mindteck understands that the confidentiality, integrity, and availability of information are vital to business operations and our own success. We use a multi-layered approach to protect key information by constantly monitoring and improving our applications, systems, and processes to meet the growing demands and challenges of dynamic security threats. In recognition of our security efforts, during the year 2015, Mindteck was reassessed for ISO 27001:2013- Information Security Management System.

6. INFRASTRUCTURE

Mindteck has offices in the US, UK, Singapore, Malaysia, Bahrain and India. There are also four development centers equipped with R&D laboratories across the globe. The infrastructure includes space for workstations, conference rooms, meeting rooms, labs and a world-class communication system. The innovative 'best shore delivery model' has provided our customers with a mix of onsite, offshore, near shore, offshore-onsite and other hybrid delivery options across geographies, for faster and more efficient delivery of quality services.

7. SUBSIDIARIES

On March 31, 2015, Mindteck had six wholly-owned subsidiaries: Mindteck, Inc. (US), Mindteck Middle-East S.O.C. (Bahrain), Mindteck Software Malaysia SDN.BHD. (Malaysia), Mindteck Singapore Pte Ltd. (Singapore), Mindteck (UK) Limited (UK), and Chendle Holdings Limited (British Virgin Islands). Mindteck (UK) Limited has two subsidiaries- Mindteck Germany GmbH (Germany) and Mindteck Netherlands B.V. (Netherlands).

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 statutory auditors. The Consolidated Financials have been prepared and audited in strict compliance with applicable Accounting Standards and Listing Agreement as prescribed by SEBI. 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 Balance Sheet. 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) in Form AOC- 1, forms part of 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 detailed information will also be kept for inspection by any investor at Mindteck's registered office and that of the respective subsidiary companies. We shall furnish a hard copy of the accounts of subsidiaries to any shareholder on demand and a soft copy of accounts is available on the Investors section of our website www.mindteck.com. The Holding, as well as Subsidiary companies, regularly file the applicable data to the various regulatory 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 that were entered during the financial year were on an arm's length basis and in the ordinary course of business. There were no material significant Related Party Transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated person except with its wholly-owned subsidiary. The particulars of contracts or arrangements with related party are attached in Annexure-2.

9. AWARDS AND RECOGNITION

- Mindteck is among the select group of global companies appraised at CMMI-DEV Version 1.3 Maturity Level 5 from CMMI Institute. It is enterprise-wide certified against ISO 9001:2008-Quality Management and continues to hold domain specific quality certification ISO 13485:2003 for Medical Devices. We were also certified for the latest version of Information Security Management System-ISO 27001:2013.

- Mindteck was featured in the NASSCOM and Boston Consulting Group Report "India Tomorrow Transformed by Innovation and Technology" showcasing best-of- breed transformation success stories. We were featured for our implementation of the smart sensor management and transmission project for the smart technology division of a Fortune 100 company.

10. LITIGATION

No material litigation is outstanding as on March 31, 2015 except the one with the previous office Landlord for recovery of security deposit.

Significant and Material Order passed by the Regulators or Courts

There is no material litigation outstanding as on March 31, 2015. The details of Tax Matters are disclosed in Annexure to Auditor's Report in the Standalone Financial Statements.

11. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 12,400 Equity Shares on May 29, 2014, 25,200 Equity Shares on August 13, 2014, 28,400 Equity Shares on November 07, 2014 and 16,900 on February 06, 2015 pursuant to allotment of shares under the Employee Stock Option Scheme. Consequ -ently, the outstanding, issued, subscribed and paid up Equity Shares increased from 24,980,071 to 25,062,971 as on March 31, 2015.

12. BOARD COMMITTEES

The details of various Committees of the Board are provided in the Corporate Governance Report.

13. 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.

14. 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.

15. TRANSFER TO RESERVES

During the year, the company transferred Rs.161,275,314 to its reserves.

16. DIRECTORS

As per Article 112 of the Articles of Association of the Company, Mr. Meenaz Dhanani retires by rotation as 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 notice for the Annual General Meeting.

Mr. Meenaz Dhanani was appointed as an Executive Director of the Company for a period of three years effective from October 04, 2013.

The remuneration for Mr. Meenaz Dhanani is not paid by Mindteck (India) Limited: however, the remuneration is paid by the wholly-owned subsidiary, Mindteck, Inc. as per the Special Resolution approved by the members of the Company on August 14, 2014.

Ms. Prochie Sanat Mukherji was appointed as an Additional Independent Director effective from April 28, 2015. The resolution seeking approval of members for appointment of Ms. Prochie Sanat Mukherji as Independent Director forms part of the notice for the 24th Annual General Meeting. A brief resume of Ms. Prochie Sanat Mukherji is included in the notice for the Annual General Meeting.

During the Year 2014-15, Mr. Dayananda Shetty resigned as an Executive Director of the Company effective from August 14, 2014 and the Board places on record its sincere appreciation for his fruitful association with the Company.

Declarations by Independent Directors

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee.

Board Diversity

The Company places great emphasis on the principle of diversity, including gender diversity. Diversity throughout the organization makes great business sense. The Company maintains that appointments to the Board should be based on merit as well as complementing and expanding the skills, knowledge and experience of the Board as a whole.

Policy on Directors' appointment and remuneration

Your company has an appropriate mix of 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 six members, two of whom are Executive or Whole-time Directors, and four are Independent Directors, including one woman 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 provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure-3 to the Board's Report. We affirm that the remuneration paid to the Directors is as per the terms. Number of meetings of the Board The Board met five 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 any two meetings was within the prescribed period as per the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Vigil Mechanism/Whistle Blower Policy

The company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The policy is annexed as per Annexure-4.

17. KEY MANAGERIAL PERSONNEL

The Board of Directors, at their meeting held on November 07, 2014, appointed Mr. Anand Balakrishnan as Chief Financial Officer.

18. AUDITORS Statutory Auditors

At the Annual General Meeting held on August 14, 2014 members of the Company appointed Statutory Auditors, M/s. B S R & Company, Chartered Accountants, Bengaluru, who have confirmed their eligibility and willingness to accept office. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of B S R & Company, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor

CS S Kannan, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the company for the Financial Year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014-15 forms part of the Annual Report as Annexure-5 to the Board's Report. The Board noted the reports given by Statutory Auditors and Secretarial Auditor and confirmed that there are no qualification, reservations or adverse remark or disclaimers. The observation made by the Secretarial Auditor is noted and the justification for the same is provided under Note 3.1.1 (b) under Notes to Financial Statements.

19. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in prescribed format is appended as Annexure-6 to the Board's Report.

20. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Company's operation in the future.

21. 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 of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures.

22. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME

Mindteck has an established familiarisation programme for its Independent Directors. The business heads, Executive Directors and Company Secretary make presentations on business models, nature of industry and its dynamism, the roles, responsibilities and liabilities of Independent Directors. Further, business updates, statutory law updates and industry updates are made available to Independent Directors, especially to the Audit Committee members on an ongoing basis by internal teams, Statutory and Internal Auditors on a quarterly basis.

23. COMMITTEES OF THE BOARD

Currently, the Board has six Committees: the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Corporate Governance Committee and Risk Management Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee

Audit Committee:

Composition of the Committee :

Mr. Narayan A. Menon - Chairman Mr. Yusuf Lanewala - Member Mr. Javed Gaya - Member Mr. Jagdish Malkani - Member :

Highlights of duties, responsibilities and activities:

- All the recommendations made by the Audit Committee during the year were accepted by the Board.

- The Company has adopted the Whistleblower mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Business Conduct and Ethics. The Whistleblower Policy is appended as Annexure-4 to the Board's Report.

- In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistleblower Policy, are available on our website.

Nomination and Remuneration Committee:

Mr. Javed Gaya - Chairman Mr. Jagdish Malkani - Member Mr. Narayan A. Menon - Member:

- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors.

- The Committee has designed and continuously reviews the compensation programme for our MD and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals.

- The Committee structures compensation to ensure that it is competitive in the global markets in which we operate in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value.

- The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure-3 to the Board's Report.

Corporate Social Responsibility:

Mr. Yusuf Lanewala - Chairman Mr. Javed Gaya - Member Mr. Jagdish Malkani -Member:

- The Board has laid out the Company's policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee.

- During the year, the Company allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries.

- Financial data pertaining to the Company's CSR activities to various beneficiaries for fiscal 2015 is as appended under the prescribed format in Annexure- 7 to the Board's Report.

- The contents of the CSR policy are available on our website (http://www.mindteck.com/pdf/policies/ CSR_Policy.pdf)

Stakeholders Relationship Committee:

Mr. Javed Gaya - Chairman Mr. Yusuf Lanewala - Member Mr. Jagdish Malkani - Member:

- The Committee reviews and ensures redressal of investor grievances.

- The Committee noted that all the grievances of the investors have been resolved during the year.

Risk Management Committee

Mr. Yusuf Lanewala - Chairman Mr. Meenaz Dhanani - Member Mr. Anand Balakrishnan - Member

- The purpose of the Committee is to assist the Board in fulfilling its Corporate Governance with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks efficiently and effectively.

- The Company has developed and implemented a risk management framework that includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

- The details of the management framework form part of this Annual Report.

Corporate Governance Committee:

Mr. Narayan A. Menon - Chairman Mr. Yusuf Lanewala - Member Mr. Jagdish Malkani - Member Mr. Meenaz Dhanani - Member:

- Review Board/Corporate Codes and make suitable recommendations to the Board from time to time.

- Review the Structure/Charters of other Board Committees and make suitable recommendations to the Board from time to time.

- Recommend best practices and standards in any particular area to the Board of Directors as per its mandate.

24. RISK MANAGEMENT POLICY

The Company has a robust Enterprise Risk Management (ERM) framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk policy defines the risk management approach across the enterprise at various levels, including documentation and reporting. The model has different modes that help in identifying risk trends, exposure and potential impact analysis at a company level and also separately for different business segments. The company has identified various risks and also has mitigation plans for each risk identified.

25. CORPORATE GOVERNANCE REPORT

Mindteck recognizes 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. We adhere to standards set by SEBI Corporate Governance practices and a Certificate on Corporate Governance pursuant to Clause 49 of the Listing Agreement forms part of this report in Annexure-8.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report.

27. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief, and according to the information and explanations obtained by us, your Directors make 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, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently. Judgement 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 at March 31,2015 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.

28. 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 appended as Annexure-9 to the Board's Report.

No employee throughout the financial year was in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month,

under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. WE CARE

WE CARE is Mindteck's framework for honouring our commitments and making a lasting difference both inside and outside the organization. The cornerstones are Knowledge, Opportunity, Advocacy, Inclusion, Goodwill and Respect. Constituents include Shareholders, Clients, Employees, Partners and Communities.

At Mindteck, we care every day, in every way we can. Care is rooted in the ways we engage and enable, and fundamental to the way in which we build and nurture relationships, champion others, foster careers in technology, and steward community causes.

During the year at hand, we made further strides forging positive brand associations, building stronger relationships and innovating within the WE CARE framework:

Mindteck Academy focuses on closing the gap between the supply and demand of skilled IT workers. It provides learning and hiring opportunities for the underserved population in the US; specifically, recent college graduates, returning US veterans, and other unemployed or underemployed individuals. In 2014-15, Mindteck Academy:

- Expanded the newer online training venue to include QA testing;

- Re-engineered the original classroom-based training model for a client in another US state. The new, turnkey and flexible model offers clients even more opportunities to overcome their IT hiring and training challenges;

- Established digital and print media to enrich customer awareness, reach and access.

The disparity between the supply of skilled IT workers and the demand is expected to grow exponentially. The US Bureau of Labor Statistics projects that jobs for software developers will grow at a rate of 22% between now and 2022. In the coming year, Mindteck Academy will advance its in-demand IT training on demand endeavors through enhancement of its online offerings and a keen focus on 'pop-up' academies for Java, JavaScript, C#, Python and Security skill training. Consultant Care focuses on retaining and developing our valued people assets who work onsite at client locations. On an ongoing basis, our Brand Ambassadors assist, educate and engage consultants in multiple states throughout North America. In 2014-15:

- More one-on-one dialogues with consultants were cultivated;

- Seasonal tokens of appreciation were distributed;

- The Teck Talent Community portal was further developed. This year, Consultant Care will begin to expand to other regions and implement more retention measures. Transition Care is a brand new WE CARE initiative aimed at transitioning seasoned displaced professionals, who possess a technical background or expertise in our niche

industries, to new careers that will leverage their experiences and networks to grow business-while preserving economic vitality within communities.

Since Mindteck values and respects the wealth of knowledge and experience that seasoned professionals possess and bring to the workforce, in the first phase of this initiative we will match each qualified professional's expertise, experience and skill sets to our needs and the niche industries we serve to help build a stronger Mindteck. Opportunities include, but are not limited to: Technical SMEs, Sales Advisors, IT Consultants, Coaches and Mentors. Recently, Transition Care signed the 'Life Reimagined for Work Pledge' with AARP, Inc. (formerly the American Association of Retired Persons), a US-based NGO and interest group.

Client Care focuses on the client constituent of WE CARE. It is a new, client experience initiative designed to engage and enable clients as well as champion a caring culture and business approach.

30. CSR INITIATIVES

At Mindteck, we believe that through our successes around the globe, we should give back in kind and deed. We do what we can to create shared value and steward our resources to create hopeful tomorrows for others. Corporate Social Responsibility (CSR) is institutionalized under WE CARE. Global education and targeted local giving are core pillars of our CSR commitment. We believe in the empowerment of knowledge and how it helps to bring positive change and stability to society as a whole.

In 2014-15, Mindteck allocated more than 2% of its three- year average profit total toward CSR activities. We provided targeted funding to enhance the state-of-the-art computer lab run by Samarthanam Trust for the Disabled in Bengaluru. Mindteck's funding of 'Dialer Software', which will be used via JAWS (Job Access with Speech) software, will help blind and visually impaired users to read screens either by text-to- speech output or by a refreshable braille display. It enables the Trust to employ over 40 visually challenged individuals. As part of the Government of India's 'Swachh Bharat Abhiyan' (Clean India Mission campaign), we also provided targeted funding through Bangalore Indiranagar Rotary Trust in support of the Government High School and pre-university College for Girls in Hoskote, Bengaluru. The prescribed statutory report is appended in Annexure-7 of the Board's Report.

31. MINDTECK EMPLOYEES STOCK OPTION SCHEMES Mindteck believes in the policy of enabling Mindteckians 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 viz. 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 31,2015, under Employees

Stock Options Scheme 2005, the Company granted

35,400 options on May 29, 2014 at an exercise price of Rs. 37.30 per share, 77,100 options on August 13, 2014 at an exercise price of Rs. 43.60 per share, 25,200 options on November 07, 2014 at an exercise price of Rs. 81.45 per share and 19,200 options on February 06, 2015 at an exercise price of Rs. 59.55 per share, and also issued and allotted 82,900 shares to eligible employees. The details as required under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999 have been disclosed as an Annexure to this Report and under Notes to Standalone Financial Statements which forms part of the Annual Report. There has been no variation in the terms of ESOP program during the year.

(b) Mindteck Employees Stock Option Scheme 2008

During the year ended March 31, 2015, the company granted 200,000 options on April 04, 2014 at an exercise price of Rs. 30.35 per share and 41 1,750 options on August 13, 2014 at an exercise price of Rs. 43.60 per share under the Employees Stock Option Scheme 2008.

(c) Mindteck Employees Stock Option Scheme 2014 No options were granted under this Scheme 2014.

The Details of the Employees Stock Option Schemes are given in Annexure-10 of this report.

52. MINDTECK EMPLOYEES WELFARE TRUST

The Mindteck Employees Welfare Trust was set up in the year 2000 to implement the Company's Share Incentive Scheme. As on March 31,2015, the said Trust holds 416,000 shares of the Company and has not yet granted any shares to the Company's employees under the said scheme.

Voting by employees in respect of shares held by trust

No voting rights are exercised directly by employees in respect of shares held by trustees for the benefit of employees. No shares are held by the employee of the company, pursuant to a scheme providing financial assistance to purchase or to subscribe the shares of the company or its holding company during the year.

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

Particulars that are required to be disclosed under subsection (3)(m) of Section 134 of the Companies Act 2013, read with the Companies (Accounts) Rules, 2014 are set out in Annexure-11 of this Report.

34. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of co- operation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company's growth. We thank employees at all levels across the Group for their valuable contribution in our progress and look forward to their continued support.

for and on behalf of the Board of Directors

Bengaluru, India Yusuf Lanewala Date: May 29, 2015 Chairman and Managing Director

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Mar 31, 2014

The Directors hereby present the Twenty-Third Annual Report of your Company on the business and operations for the year ended March 31, 2014.

1. RESULTS OF OPERATIONS Rs. in million

Standalone Consolidated

Year ended Year ended Year ended Year ended

31-Mar -14 31-Mar -13 31-Mar -14 31-Mar -13

Revenue from operations 758.40 580.38 3,288.12 2,643.17

Other income 8.07 3.86 9.44 14.49

Employee benefits expense 388.54 364.14 2,038.96 1,813.26

Cost of technical sub-contractors 25.32 11.90 675.58 495.16

Other expenses 150.66 168.40 283.92 308.30

Profit before finance costs, depreciation,

taxes and amortization 201.95 39.80 299.10 40.94

Finance costs 1.71 2.27 4.86 4.96

Depreciation and amortization expense 6.15 4.69 8.92 10.78

Profit before tax expense 194.09 32.84 285.32 25.20

Tax expense 74.03 15.04 99.18 14.61

Profit After Tax 120.06 17.80 186.14 10.59

Paid-up Equity Share Capital 245.64 245.17 245.64 245.17

Earnings Per Share (EPS) 4.90 0.73 7.59 0.43

2. BUSINESS

During the year under review your Company recorded consolidated revenue of Rs.3288.12 million as against Rs.2643.17 million in the previous year, registering a positive growth of 24% in revenue. Of the revenue that was recorded, 80% is attributed to the US and the rest to Asia, Middle East and Europe.

At an operating margin level, Mindteck recorded EBIDTA of Rs. 299.10 million (9.10%) this year as against Rs.40.94 million (1.55%) last year.

Mindteck''s Profit After Ta x for the year stood at Rs.186.14 million, as against Rs.10.59 million in the corresponding previous year, registering a growth of 1656.77%.

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, 2014. This translates into cash outflow of Rs. 29,225,434 including dividend distribution taxes.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck''s core business lines remain Product Engineering and Information Technology Services. The verticals of focus include Data Storage, Smart Energy, Life Sciences and Government.

Principal activities and highlights for the year ended March 31, 2014 include:

PRODUCT ENGINEERING

The Product Engineering business unit encompasses Data Storage, Electronic Design Services, Smart Energy and Wireless.

Data Storage

Mindteck provides product development services in Data Storage technologies to world leaders in the storage industry for over a decade, while building strong client relationships through superior customer service. We have built a pool of talent in storage technologies, especially in the areas of release QA and QA automation and also own core release activities.

Electronic Design Services

Mindteck''s Electronic Design Services (EDS) group provides core embedded technology solutions to its clients with a constant focus on quality, technology, reliability, cost effectiveness and added value.

Mindteck offers a complete range of Electronic Design Services to address all aspects of the product lifecycle, cost-effectively and on time. Various phases of Product Life Cycle (PLC) are supported through expertise in technologies and processes developed for new product designs, verification and validation and system solutions. This has helped us showcase our competency and capability in a more organized way and has added clear visibility to the engagement model offered to our clients. The Embedded Design Services focuses on conceptualization and new product development. Embedded Verification and Validation services provides product validation and verification services, and System Solutions provides system level features such as reliability, safety and value engineering for electronic products.

Strong domain expertise, backed by the capability to provide full product design development, has been the driving factor for most of our repeat business. Our focus on aligning our capability to the business requirement of our client, close monitoring and control of project parameters to deliver to customers'' satisfaction, cost effectiveness and optimized resource utilization have been the key drivers for acquiring repeat business, as well as new business.

The Center of Excellence in-house projects initiative has helped the EDS group in optimum resource utilization, and in creating proof of concept models for capability demonstration to our customers.

Smart Energy and Wireless

Mindteck is an established player in ZigBee and 6LowPan wireless stack development and support services for fab and fabless semiconductor clients. We mainly focus on long- short-range wireless communication and wireless sensor networks to design and develop wireless monitoring and load control solutions in automation space.

This year, we have a few prospects interested in integrating Mindteck''s solution for lighting and energy monitoring control for data capturing and analytics which would result in energy saving and efficiency improvement. Similarly, asset tracking solutions are built for construction industry while monitoring and control application with mobility/web app will help demonstrate our capability to the emerging market of Internet of Things/Everything (IOT/IOE).

We were successful in demonstrating capabilities for developing central servers, mobility and web applications for energy monitoring and data analytics for efficient operation of the solar power plants hosted on cloud.

Mindteck has further developed its expertise in providing the communication stack for an electric vehicle charger in compliance with SAE (Society of Automotive Engineers) standard and IEC (International Electro technical Commission) standard. This competency has been further enhanced to develop an electric vehicle emulator which replaces the actual vehicle for test and validation of the stack. This has improved Mindteck''s capabilities to address expertise required by clients looking for services in DC charging control and charging kiosk applications.

Mindteck continues to support and enhance a solar energy monitoring solution for another long-standing client. This solution has had great success in the UK and the client is now in the expansion mode. As part of this, we will be monitoring about 100,000 solar installations for the current financial year. Mindteck is in the process of enhancing the solution to enable it to scale up to 100,000 PV installations across multiple servers and geographies.

Lastly, Mindteck won another new project from a fabless semiconductor giant for ZigBee stack for their new microcontroller.

INFORMATION TECHNOLOGY SERVICES

Mindteck''s IT Services business unit consists of multiple sub- units such as General Application Development, Government, Life Sciences, Semiconductors, Cloud and Big Data. Mindteck''s Life Sciences vertical mainly focuses on two major markets – Scientific & Analytical Instruments and Medical Devices. Reports from leading market research agencies have indicated high growth opportunities for this industry in 2014. According to them, increased investment, outsourcing of research in emerging markets and disruptive technologies are some of the trends that will drive the industry this year.

Mindteck currently works with leading companies in all of the above segments and have marquee clients offering niche services in the areas of application development, maintenance and ERP systems.

Mindteck''s IT Services helps global enterprises gain competitive advantage with an innovative, measurable and customer centric approach to realize business objectives through their IT investments. The IT Services strategy for the financial year is based on increasing the predictability of revenues through more managed service offerings, improving profitability through more offshoring and value added services. In addition, competencies and skillsets are being further aligned towards the services that we sell and are in demand, thus providing better quality and predictable delivery for our customers.

Our deep domain expertise in the areas of Manufacturing, Monitoring and Control, supported by strong skills in multiple technologies, helps us in acquiring multiple projects from leading clients. We continue to grow our IT business in Europe for Medical devices, in the US for Semiconductors, Analytical Instruments, and Government, and in IMEA for Manufacturing and ERP services.

Life Sciences

Life Sciences at Mindteck continued to utilize its deep expertise in providing software and hardware solutions to some of the world leaders in analytical instruments and medical devices during the reporting year. Our business improved with existing clients and numerous new clients were acquired during the current year due to our continued contributions to meet the growing product engineering needs in this space.

During the year, Mindteck provided valuable technological support to a leading single board computer manufacturing company. Additionally, in recognition of its valued contributions in the medical devices segment, Mindteck was selected for Altera Design Services Network Program which adds to Mindteck''s service capabilities in FPGA design.

As in the previous years, most of the business came from the US and EMEA regions. Our key focus is on ensuring flawless delivery and optimal resource utilization in order to enhance profitability.

Traditionally, our contributions are in the embedded applications development and during the year, we started delivering technical solutions for data analysis and reporting. Many compliance related applications were developed for a few of our leading clients.

Our services toward medical device application development for a key client further strengthened with a team ramp-up and execution of more specific projects.

Delivery quality of Life Sciences was extremely consistent which is demonstrated by the fact that five projects from Life Sciences were assessed at CMMI Level 5 and were supported by the ISO 1385 re-certification for Kolkata and Bengaluru centers.

Government

The Government vertical of Mindteck helps State and Local government agencies seize opportunities amid the significant challenges and change they are facing today. We bring a deep understanding of clients'' needs, knowledge of technologies adopted by governments, and solutions that can solve IT challenges, thus enhancing a department''s performance, providing efficiencies, and delivering key services that optimize processes, resources, and reduces costs. Mindteck has a strong history of delivering projects around Application Development, Program and Project Management, Business Analysis, Testing, Strategic Consulting and Professional Services.

With recent government budget reductions, less projects are being completed through formal proposals, and more focus has been directed to work with government agencies to provide professional services. The staff we provide has been successful working on projects with internal government teams. Many of the engagements started as short-term placements, but have moved to long-term opportunities. We won multiple contract renewals as well as new placements at several agencies with this strategy.

Semiconductor

Mindteck is a leading software and hardware solutions provider for the semiconductor industry. With decades of experience, we understand the ecosystem and the market conditions and we possess the vision to understand the challenges and propose the right solutions. Our semiconductor software services and solutions have helped our clients improve equipment software features and performance, and increase productivity. Our services focus on catering to the software needs of semiconductor capital equipment manufacturers, subsystem vendors and fabs.

Cloud Computing and Big Data

Mindteck''s Cloud Computing business has helped existing customers migrate their IT infrastructure to Amazon Cloud. VCDC (Virtual Cloud Data Center) is an IAAS offering developed by Mindteck to create a hybrid cloud between the private cloud and public cloud to provision resources. SAAS based application offerings are also explored to help clients build multi-tenet applications to reduce cost and time to market.

We are also embarking on Big Data Analytics based projects in the monitoring and control space. Some of the solution offerings include multi-image processing for real-time traffic, predictive analytics for fire systems and smart grid data management. The Hadoop ecosystem is offered as part of the Big Data solution. This year, we have a few prospects interested in using Hadoop which will help them to quickly manage and analyze their data.

CENTERS OF EXCELLENCE (CoEs)

Storage Testing

The Storage Testing CoE at Mindteck is primarily aimed at providing skills, people, processes and infrastructure to enable our customers build and enhance product quality in storage space. Over a decade, Mindteck has built comprehensive expertise in Storage QA, Automation and Performance testing especially in the SAN, NAS and Unified storage space while partnering with multiple storage product vendors.

Wireless Design

Mindteck is focusing on providing monitoring and control solutions by designing building blocks required for wireless connectivity for IOT. Current focus is on control nodes, gateway with multi-technology connectivity and webserver/ applications for support over the cloud for building automation and energy efficient solutions across various industry verticals.

5. QUALITY

At Mindteck,quality is non-negotiable – it is the thread that weaves together all our activities and people. Our continuous focus towards high levels of quality, robust information and security practices have helped us attain a number of milestones during this year.

CMMI DEV Ver. 1.3 Maturity Level 5 – Mindteck has been appraised at CMMI-DEV Maturity Level 5. Level 5 is the highest CMMI rating. CMMI is a process improvement approach that provides organizations with the essential elements of effective processes that ultimately improve their performance.

CMMI maturity level 5 indicates that the organization is performing and benchmarked at an ''optimizing'' level. At this level, an organization continually improves its processes based on a quantitative understanding of its business objectives and performance needs. The organization uses a quantitative approach to understand the variation inherent in the process and the causes of process outcomes.

During the year, our Information Security Management System (ISMS) was upgraded to the current version of ISO 27001:2013. Apart from security management, we are also enterprise-wide certified against ISO 9001:2008 (Quality Management) and continue to hold domain specific quality certification ISO 13485:2003 (for Medical Devices). Our compliance to International Quality Standards shows our ability to work with multiple requirements to deliver business and technology solutions to a wide range of enterprises around the globe.

6. INFRASTRUCTURE

Mindteck has offices in the United States, India, Singapore, Malaysia, Bahrain and United Kingdom. There are also four development centers equipped with R&D laboratories across the globe. The infrastructure includes space for workstations, conference rooms, meeting rooms, labs and a world-class communication system. The innovative ''best shore delivery model has provided our customers with a mix of onsite, offshore, nearshore, offshore-onsite and other hybrid delivery options across geographies, for faster and more efficient delivery of quality services.

7. SUBSIDIARIES

On March 31, 2014, Mindteck had six wholly-owned subsidiaries: Mindteck, Inc. (US), Mindteck Middle-East SOC (Bahrain), Mindteck Software Malaysia Sdn Bhd (Malaysia), Mindteck Singapore Pte Ltd. (Singapore), Mindteck (UK) Limited (UK), and Chendle Holdings Limited (British Virgin Islands). Mindteck (UK) Limited has two subsidiaries – Mindteck Germany GmbH (Germany) and Mindteck Netherlands B.V. (Netherlands).

The Ministry of Corporate Affairs, vide its General Circular No. 2/2011, No: 51/12/2007-CL-III dated February 8, 2011, has granted a general exemption under Section 212(8). The Company is in compliance with all the conditions for availing such exemption. The Board of Directors of the Company has, by its resolution dated May 29, 2014, given consent for not attaching the balance sheet of the subsidiaries of the Company mentioned above.

The Consolidated Financials have been audited and form part of this Annual Report. The financials of subsidiaries have also been audited by respective statutory auditors. The Consolidated Financials have been prepared and audited in strict compliance with applicable Accounting Standards and Listing Agreement as prescribed by SEBI. 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 Balance Sheet. 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 212, form part of this Annual Report.

Further, the Company undertakes that the annual accounts of the subsidiary companies and the related detailed information will be made available to any investor of Mindteck, and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies and related detailed information will also be kept for inspection by any investor at Mindteck''s registered office and that of the respective subsidiary companies. We shall furnish a hard copy of the accounts of subsidiaries to any shareholder on demand and a softcopy of accounts is available on the Investors section of our website www.mindteck.com. The holding, as well as subsidiary companies, regularly file the applicable data to the various regulatory and government authorities, as and when required.

8. AWARDS AND RECOGNITION

Mindteck is among a select group of global companies appraised at CMMI-DEV Version 1.3 Maturity Level 5 from CMMI Institute''s and has recently been upgraded to ISO 27001:2013. We also recently won the Growing IT Services Company of the Year Award from Bangalore Management Association (BMA), recognized for our technical innovation, entrepreneurial spirit and sustaining growth.

9. LITIGATION

No material litigation is outstanding as on March 31, 2014 except one recovery suit filed in connection with advance payment made for the proposed office premises, which was not occupied by the Company.

10. CHANGES TO SHARE CAPITAL

The Board of Directors of the Company allotted 47,300 Equity Shares on January 31, 2014 pursuant to allotment of share under Employee Stock Option Scheme. Consequently, the outstanding, issued, subscribed and paid up Equity Share increased from 24,932,771 to 24,980,071 as on March 31, 2014.

11. BOARD COMMITTEES

The details of various Committees of the Board are provided in the Corporate Governance Report.

12. 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.

13. DIRECTORS

As per Article 112 of the Articles of Association of the Company, Mr. Yusuf Lanewala retires by rotation as Director in the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. A brief resume of Mr. Yusuf Lanewala is included in the notice for the Annual General Meeting.

Mr. Yusuf Lanewala was appointed as Chairman of the Company for a period of three years effective from October 01, 2013. The current term of Mr. Yusuf Lanewala as Managing Director and CEO of the Company expired on March 31, 2014. Hence, as per the recommendation of the Nomination and Remuneration Committee, Mr. Yusuf Lanewala was re-appointed as Managing Director and CEO with effect from April 01, 2014 for a period of three years. The resolution seeking approval for appointment and payment of remuneration to Mr. Yusuf Lanewala as Managing Director and CEO forms part of the notice for the 23rd Annual General Meeting.

Mr. Dayananda Shetty was appointed as Executive Director for a period of three years effective from October 01, 2013. The resolution seeking approval for appointment and payment of remuneration to Mr. Dayananda Shetty as Executive Director forms part of the notice for the 23rd Annual General Meeting. A brief resume of Mr. Dayananda Shetty is included in the notice for the Annual General Meeting.

Mr. Meenaz Dhanani was appointed as Executive Director for a period of three years effective from October 04, 2013 subject to the approval of the Central Government. The resolution seeking the approval for appointment of Mr.

Meenaz Dhanani as Executive Director forms part of the notice for the 23rd Annual General Meeting. A brief resume of Mr. Meenaz Dhanani is included in the notice for the Annual General Meeting.

14. AUDITORS

Mindteck''s statutory auditors, M/s. B S R & Company, Chartered Accountants, Bangalore, hold office as Auditors until the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if re-appointed for a period of three years, i.e. AGM up to 2016-2017, as per the Companies Act, 2013.

15. CORPORATE GOVERNANCE REPORT

Mindteck recognizes 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. We adhere to standards set by SEBI corporate governance practices and a report on Corporate Governance pursuant to Section 217 of the Companies Act 1956, and Clause 49 of the Listing Agreement, forms part of this Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is attached to this Annual Report.

17. RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

The Directors'' responsibility statement, setting out compliances with the accounting and financial requirements specified under Section 217 (2AA) of the Companies Amendment Act 2000, in respect to the financial statements, is annexed to this report.

18. PARTICULARS OF EMPLOYEES

No employees come under the category of being reported under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

19. HUMAN RESOURCES MANAGEMENT

Mindteck believes that our employees are the heart of our organization; hence a large part of our management focus is to care and support our employees. Our aim is to create and nourish the best in class global leadership and provide them unlimited opportunities for career enhancement and growth. It is our aim to be a truly global company that not only services global customers but also employs people worldwide.

We are committed to providing leadership and direction to our employees through the development and support of employee friendly policies and procedures that contribute to an individual''s personal and professional growth, and to overall internal equity. The Mindteck Human Resources team is backed by years of process and technology knowledge and expertise across industries, thus focusing on strategic HR initiatives and increase operational efficiencies.

Employee engagement is an inclusive and empowering platform that connects employees with leaders as well as peer groups. Forums such as company level Mindteck Meets, All Hands Meets and Regional meets are interactive platforms for sharing information, voicing feedback and conferring reward and recognition. Our Knowledge Management platforms and tools complement skill building, by enabling peer learning and collaboration, to create more agile and empowered teams.

The performance driven culture challenges every employee to scale up and grow. A wide range of competency enhancement opportunities, challenging assignments and rotation across units and countries help employees in their career progression and meeting aspirations. The coaching and mentoring programmes enable employees to get constant feedback and career guidance to achieve and exceed their performance targets thus realizing their potential. Some of these initiatives have delivered the desired results of low attrition rate during the year.

Mindteck''s commitment to employee health, safety and security extends beyond accidents and occupational health hazards to social wellbeing of employees. We strive to foster an environment based on respect for individuals, recognizing that such an atmosphere contributes to overall co-operation and teamwork.

20. WE CARE

WE CARE is Mindteck''s framework for honoring its commitments and making a lasting difference both inside and outside the company. Constituents include shareholders, clients, employees, partners and communities. Care is rooted in the ways we engage and enable, and fundamental to building and nurturing relationships, championing others and stewarding community causes. It is also key to our long- term success.

This year we forged more positive brand associations and stronger relationships with some of our employee and community constituents:

- Instituted the WE CARE Ambassador role to champion a caring culture and business approach. The initial focus is engaging and enabling the 275-plus employee consultants we have working onsite at customer locations in the US;

- Launched online Mindteck Academy courses to reach more unemployed and underemployed citizens in communities nationwide;

- Became a Founding Member of The Atlas online, Harvard University''s Center for International Development''s interactive tool that provides visualizations of global growth opportunities.

Going forward, we expect to build upon the WE CARE framework, encompassing a focus on ensuring a superior experience amongst all of our constituents.

21. CSR INITIATIVES

At Mindteck, Corporate Social Responsibility (CSR) is institutionalized under WE CARE (noted above), with education as a core pillar of our commitment. We believe in the empowerment of knowledge, and how it helps to bring positive change and stability to society as a whole. In the coming year, we will continue to strengthen these endeavors, including establishing a scholarship fund in the US geared toward fostering professional career growth in technology.

22. MINDTECK ACADEMY

One of the cornerstones of our We Care commitment is the Mindteck Academy – a unique IT workforce development solution designed to building opportunities for learning, hiring and economic growth in the communities we serve.

- The underserved – qualified military veterans, recent college graduates, displaced workers – learn the technology skills required for gainful employment;

- Companies and government entities struggling to overcome IT skill shortages hire local citizens who have been trained to exact specification and need;

- Communities grow as their unemployed or underemployed are hired or retrained.

Since 2011, Mindteck Academy has provided customized, face-to-face classroom training on a client-scheduled basis. This year, it started developing a steady pipeline of talented, job-ready IT professionals with the launch of online courses in emerging technologies. Qualified candidates are recruited locally from communities throughout the US with an eye toward local job placement. Going forward, we hope to expand this service offering globally.

23. MINDTECK EMPLOYEE STOCK OPTION SCHEMES

Mindteck believes in the policy of enabling Mindteckians 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 two Employee Stock Options Schemes viz. Mindteck Employee Stock Options Scheme 2005 and Mindteck Employee Stock Options Scheme 2008.

(a) Mindteck Employee Stock Option Scheme 2005

During the year ended March 31, 2014, under Employee Stock Options Scheme 2005, the Company granted

69,300 options at an exercise price of Rs. 13.55 per share and also issued and allotted 47,300 shares to the eligible employees. The details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 have been disclosed as annexure to this Report and under Notes to Consolidated Accounts, 3.1.1 item (i) which forms part of the Annua Report. There has been no variation in the terms of ESOP program during the year.

(b) Mindteck Employee Stock Option Scheme 2008

During the year ended March 31, 2014, the company has not granted any options under the Employees Stock Option Scheme 2008.

24. MINDTECK EMPLOYEES WELFARE TRUST

The Mindteck Employees Welfare Trust was set up in the year 2000 to implement the Company''s Share Incentive Scheme. As on March 31, 2014, the said Trust holds 416,000 shares of the Company and has not yet granted any shares to the Company''s employees under the said scheme.

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

Particulars that are required to be disclosed under subsection (1)(e) of Section 217 of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules1988 are set out in the annexure included n this Report.

26. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of co- operation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company''s growth. We thank employees at all levels across the Group for their valuable contribution in our progress and look forward to their continued support.

On behalf of the Board of Directors

Bengaluru, India Yusuf Lanewala Javed Gaya

Date: May 29, 2014 Chairman & Director

Managing Director

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Mar 31, 2013

To the Members,

The Directors hereby present the Twenty-Second Annual Report on our business and operations for the year ended March 31, 2013.

1. Results of Operations Rs. in million

Standalone Consolidated Year ended Year ended Year ended Year ended 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Revenue from operations 580.38 560.70 2,643.17 2,226.24

Other income 3.86 3.62 14.49 5.69

Employee benefits expenses 364.14 336.96 1,813.26 1,471.22

Cost of technical sub-contractors 11.90 11.87 495.16 471.23

Other expenses 168.40 190.04 308.30 300.88

Profit/(Loss) before finance costs, depreciation,taxes and amortization 39.80 25.45 40.94 (11.40)

Finance costs 2.27 0.93 4.96 3.08

Depreciation and amortization expense 4.69 8.59 10.78 16.81

Profit/(Loss) before tax expense 32.84 15.93 25.20 (31.29)

Tax expense 15.04 8.53 14.61 19.29

Profit/(Loss) after tax 17.80 7.40 10.59 (50.58)

Paid-up Equity Share Capital 245.17 244.52 245.17 244.52

Earning/(Loss) Per Share (EPS) 0.73 0.30 0.43 (2.07)

2. Business

During the year under review your Company recorded consolidated revenue of Rs 2,643.17 million as against Rs 2,226.24 million in the previous year registering a positive growth of 19% in revenue. In US dollar terms, the revenue grew by 6%. Of the revenue that was recorded, 83% is attributed to the US and the rest to Europe and Asia.

Mindteck''s net profit for the year stood at Rs 10.59 million, as against a net loss of Rs 50.58 million in the corresponding previous year.

At an operating margin level, Mindteck recorded EBIDTA (including other income) of Rs 40.94 million this fiscal year as against negative EBIDTA of Rs 11.40 million last year.

3. Business Focus and Highlights Sampling

Mindteck''s core business lines remain Product Engineering, Information Technology Services and Talent Acquisition and Management Services. The verticals of focus include High Tech, Life Sciences and the Public Sector.

Principal activities and highlights for the year ended March 31, 2013 include:

HIGH TECH

The High Tech vertical encompasses Smart Energy, Semiconductor, Data Storage, Cloud and Big Data.

Smart Energy

In Smart Energy, Mindteck is an established player in ZigBee and 6LowPan wireless stack development and support services for fab and fabless semiconductor clients. Our deep understanding of wireless sensor networks enables us to design and develop wireless monitoring and load control products for our OEM/ODM clients in the home automation and building automation space. Our expertise in scaling our wireless sensor based lighting and energy monitoring and control solution to city levels has enabled us to win system integrator customers in the building automation and utilities space, all of which map into the emerging Internet of Things (IOT) market.

Mindteck recently acquired a renewable energy system integrator client that develops utility-scale Concentrated Solar Power (CSP) projects in several areas around the world. This large scale engagement requires Mindteck to develop the entire Wireless Field Communication Subsystem (WFCS) controlling the field deployed heliostats. WFCS is critical in lowering overall project cost and making such CSP projects commercially viable worldwide. Mindteck will be responsible for developing, delivering and support deploying the plant communication elements of the FCS, along with any installation and configuration tools that are required to demonstrate, deploy, or maintain the system.

Mindteck signed a statement of work with a leading Japanese power and infrastructure company for firmware development of an “SAE Combo Charger for DC Fast Charging". The client is developing charging stations for hybrid cars that can support fast charging based on SAE Standard, the American standard specified by the Society of Automotive Engineers. The corresponding Japanese standard is ChaDeMo (Charge on the Move). The scope of the current project includes SAE protocol stack development over Home Plug® Green PHY PLC link layer, DC charging control application, touch-based user interface for the charging kiosk, and backend network operations such as FTP/Authentication over ethernet.

Mindteck also won another new project from a long- standing electronics client. The project involves support of a ZigBee stack on the client''s new microcontroller that will be released to the public with the Mindteck ZigBee stack. We will also be developing a new ZigBee Profile (ZigBee Light Link) as a part of this project.

Mindteck continues to support and enhance the Solar Energy Monitoring Solution for another long-standing client. The monitoring solution has had great success in the UK and the client is now in the expansion mode. As a part of the expansion, 100,000 solar installations need to be monitored for the current financial year. Mindteck is in the process of enhancing the solution to enable it to scale up to 100,000 PV installations across multiple servers and geographies.

Key Business Initiatives:

ZigBee IP Stack: Mindteck''s ZigBee IP Protocol Stack adds low-power wireless capability to devices for remote data monitoring and control using IPv6. Our ZigBee IP Stack is based on IEEE, IETF and W3C standards for IPv6 support on low-power wireless networks for connectionless or connection-oriented data.

As a member of the ZigBee Alliance, Mindteck was one of the early implementers of the ZigBee IP Protocol Stack. The ZigBee IP official standard was ratified by the ZigBee Alliance in March 2013. ZigBee IP is the third standard defined by the ZigBee Alliance after ZigBee and RF4CE, both of which have received wide-spread acceptance and deployment in home automation, consumer electronics, lighting, healthcare, and several other commercial applications.

The Mindteck ZigBee stack has been deployed as a solution accelerator in stack development projects for Semiconductor clients. The delivered solution includes reusable components and methodologies developed by Mindteck and these are customized/ported/integrated to target customer platforms.

SEP 2.0 Stack: The Smart Energy 2.0 application profile is defined by ZigBee® and HomePlug® Alliance as an open standard interface between devices in the Home Automation Network (HAN) and the energy services interface to the utility. SEP 2.0 defines function sets for Smart Energy profile applications and device types such as metering, pricing, billing, demand response and load control, pre-payment and distributed energy resources.

Mindteck''s SEP 2.0 solution implements an interoperable, standards-based, open communication interface within the HAN and provides seamless integration with 3G/Ethernet WAN of utility network. The Mindteck SEP 2.0 Application Profile is a link layer agnostic solution and can operate on IPv6 over IEEE 802.15.4, Wi-Fi, ZigBee IP or PLC networks.

Mindteck''s SEP 2.0 meter device is demonstrated using ZigBee IP Gateway solution for remote meter data access via IPv4 networks over the ethernet. A meter device runs a lightweight web server and can be accessed via ZigBee IP wireless IPv6 networks. Additionally, the meter device can be accessed through public IPv4 networks using Mindteck''s ZigBee IP gateway with a dual stack of both ZigBee IP wireless and ethernet-based IPv4 stack. ZigBee IP Gateway additionally implements an application-based network configuration to access the SEP2.0 device from IPv4 networks.

Ignite Lighting Solution:

A Lighting Solution code named Ignite is Mindteck''s first ever productized solution involving electronic design of wireless lighting control, a wireless gateway with ZigBee, 3G and Wi-Fi as well as a backend enterprise system based on Microsoft technologies.

Ignite is an intelligent wireless lighting controls solution for commercial and industrial buildings. Simple to deploy and manage yet robust in scope, Ignite provides unmatched intelligence and centralized control. The result is a reduction of up to 30% in lighting costs, improved occupant comfort and new visibility into building operations.

Semiconductor

Mindteck''s Semiconductor business is dominated by semiconductor manufacturing equipment OEMS to whom we provide real-time machine control software lifecycle services. Our deep domain expertise in this space has enabled us to penetrate into the Semiconductor Fab industry to provide factory automation and manufacturing execution systems integration services to them.

Mindteck developed a web-based Overlay Recipe Server Solution for an overlay measurement tool that measures the alignment between different layers imposed on the wafer. This will help a client respond efficiently to the changing and varying semiconductor wafer processing needs for their end customers.

Data Storage

Mindteck has been providing product development services in the area of Data Storage for some of the leaders in the storage industry for over a decade. We have built a pool of talent in storage technologies, especially in the areas of release QA and QA automation. The relationship with clients in this area has been growing stronger and Mindteck teams now own core release activities.

Cloud Computing and Big Data

Mindteck''s Cloud Computing business has helped an existing customer migrate its IT infrastructure to Amazon Cloud. We are also embarking on Big Data Analytics based proof of concept projects for an existing customer in the monitoring and control space.

LIFE SCIENCES

Life Sciences has been enhancing its focus on the product engineering needs of Scientific and Analytical Instruments manufacturers and Medical Device manufacturers for nearly a decade. Strong domain expertise, backed by a team comprising diversely skilled and experienced individuals, has helped us to grow this business from strength to strength during the reporting year.

Traditionally, a major portion of Life Sciences business comes from the US and EMEA regions. The key focus areas of the business are flawless delivery and optimal resource utilization to enhance profitability.

Among some of the in-house initiatives, two innovative prototypes were developed by our engineers:

- A laboratory intelligence enterprise tool called Sure Lab. This tool helps monitor and manage the productivity of any scientific laboratory and has several key features that help the Lab Managers in proper decision making with regard to devices, users and reagents.

- An informative portal using SharePoint for monitoring and reporting clinical trials data.

PUBLIC SECTOR

Mindteck''s Public Sector vertical is dedicated to identifying client needs and utilizing our technology expertise to provide solutions within the various complex government procurement policies and guidelines in the US. Mindteck has completed numerous projects with a focus on health and human services, education, and constituent services. Mindteck is approved under numerous statewide IT procurement vehicles that allow government agencies to identify pre-qualified vendors to deliver complete IT solutions. Mindteck has a strong history of delivering projects around Application Development, Program and Project Management, Business Analysis, Testing, Strategic Consulting and Professional Services.

The following are two examples of recent Public Sector projects which include full solution design, development, and implementation:

- IT modernization project which resulted in a complete redesign of an agency website utilized by every current and retired state employee

- Leading-edge automated content extraction project being used for data analysis by a state agency

ELECTRONIC DESIGN SERVICES

The Electronic Design Services group has been providing core embedded technology solutions to its clients with a constant focus on providing faster, better, more affordable, reliable and value added services. The services offering has been structured into three categories based on the product life cycle to give clearer visibility of the engagement model to our clients:

- Embedded Design Services support conceptualization, new product development, and feature upgradation.

- Embedded Verification and Validation services cater to product validation and verification business.

- System Solutions provide the reliability, safety and value engineering aspect of services for electronics products.

Strong domain expertise, backed by the capability to provide full product design development, has encouraged our clients to provide more than 60% of repeat business in the reporting year. Our focus on aligning our capability to the business requirement of our client, close monitoring and control of project parameters to deliver to customers'' satisfaction, cost effectiveness and optimized resource utilization have been the key drivers for acquiring repeat business as well as new business.

The Center of Excellence in-house projects initiative has helped the EDS group in optimum resource utilization, and in creating proof of concept models for capability demonstration to our customers.

INFORMATION TECHNOLOGY SERVICES

The ITS business line booked one of the largest SAP support orders for offshore SAP business in our history for a renowned high tech manufacturer. There are also strong business growth indicators from some of our key clients across APAC, Middle East and the US.

CENTERS OF EXCELLENCE (CoEs)

Storage Testing

The Storage Testing CoE at Mindteck is primarily aimed at creating new talent in the area of Storage QA and Automation through the talent incubation route. Over the years, Mindteck has created an elaborate knowledge repository on Storage and especially NAS technologies. We have also created Subject Matter Experts in various sub-areas of Storage Technology. With the help of the knowledge repository and the Subject Matter Experts, we have been able to quickly ramp up talent in the specialties required. Also, the team of Subject Matters Experts has been able to create Proof of Concepts in emerging technologies in storage.

Wireless Design

Mindteck is building competencies in high-bandwidth and long distance Software Defined Radios (SDR) for establishing large scale, large throughput wireless monitoring networks.

SDRs are wireless data transceivers which can be programmed via software to operate at desired frequency spectrums. Among the various Wireless Design solutions, Mindteck has been designing a solution with SDR which incorporates the latest technology in RF communication.

4. Quality

Mindteck continuously strives to strengthen its quality system by pursuing the highest quality standards throughout the company. We adhere to Quality Management Systems of international standards, such as ISO 9001:2008, ISO 27001:2005 ISO 13485:2003 and CMMI version 1.2 level 5. Currently we are in the process of reassessment for CMMI Version 1.3 Level 5 - a new version released by SEI.

We successfully completed our ISO 9001:2008 recertification audit, held in March 2013, by our certifying agency BSi Management Systems. We are excited to announce that we have been recommended for continuation of the ISO 9001:2008 certificate, which will help us in maintaining a competitive edge in the industry.

During the year we also implemented an Integrated Project Management solution that enables an automated approach to project management and governance. The system has helped us in effectively tracking and monitoring the projects to a greater level of customer satisfaction.

5. Infrastructure

Mindteck has offices in the US, UK, Singapore, Malaysia, Bahrain and India. There are also four development centers equipped with R&D laboratories across the globe. The infrastructure includes space for workstations, conference rooms, meeting rooms, labs and a world-class communication system. The innovative ''best shore delivery model'' has provided our customers with a mix of onsite, offshore, near shore, offshore-onsite and other hybrid delivery options across geographies, for faster and more efficient delivery of quality services.

6. Subsidiaries

On March 31, 2013, Mindteck had six wholly-owned subsidiaries: Mindteck, Inc. (US), Mindteck Middle-East SPC (Bahrain), Mindteck Software Malaysia Sdn Bhd (Malaysia), Mindteck Singapore Pte Ltd. (Singapore), Mindteck (UK) Limited (UK), and Chendle Holdings Limited (British Virgin Islands). Mindteck (UK) Limited has two subsidiaries – Mindteck Germany GmbH (Germany) and Mindteck Netherlands B.V. (Netherlands).

The Ministry of Corporate Affairs, vide its General Circular No. 2/2011, No: 51/12/2007-CL-III dated February 8, 2011, has granted a general exemption under Section 212(8). The Company is in compliance with all the conditions for availing such exemption. The Board of Directors of the Company has, by its resolution dated August 8, 2013, given consent for not attaching the balance sheet of the subsidiaries of the Company mentioned above.

The Consolidated Financials have been audited and form part of this Annual Report. The financials of subsidiaries have also been audited by respective statutory auditors. The Consolidated Financials have been prepared and audited in strict compliance with applicable Accounting Standards and Listing Agreement as prescribed by SEBI. 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 Balance Sheet. 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 212, form part of this Annual Report, page numbers. (84 – 85)

Further, the Company undertakes that the annual accounts of the subsidiary companies and the related detailed information will be made available to any investor of Mindteck, and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies and related detailed information will also be kept for inspection by any investor at Mindteck''s registered office and that of the respective subsidiary companies. We shall furnish a hard copy of the accounts of subsidiaries to any shareholder on demand and a soft copy of accounts is available on the Investors section of our website: www.mindteck.com. The holding, as well as subsidiary companies, regularly file the applicable data to the various regulatory and government authorities, as and when required.

7. Awards and Recognition

Mindteck (India) Limited has been recognized as a 2012 Global Services 100 organization. Mindteck has also been featured under the Global Services 100 category of Industry- specific BPO Niche Leaders. This is the third consecutive time that Mindteck has been featured in the list of top 100 providers of global services.

The Global Services 100 is a study that identifies the top global ITO and BPO service providers who demonstrate leadership through outstanding performance and innovation. The study is recognized as an industry benchmark for being one of the most objective and comprehensive research efforts in identifying and honoring leaders amongst global service providers.

8. Litigation

No material litigation is outstanding as on March 31, 2013.

9. Changes to Share Capital

The Board of Directors of the Company allotted 64,299 Equity Shares on August 17, 2012 pursuant to shareholders approval on August 07,2012. Consequently, the outstanding, issued, subscribed and paid up Equity Share increased from 24,868,472 to 24,932,771 as at March 31, 2013.

10. Board Committees

The details of various Committees of the Board are provided in the Corporate Governance Report.

11. Dividend

With a view to conserve cash for growth and investments in our businesses, the Board has not recommended distribution of dividend for the fiscal year 2012-13. Hence, no amount has been transferred to General Reserve during the year.

12. 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.

13. Directors

As per Article 112 of the Articles of Association of the Company, Mr. Narayan A. Menon retires by rotation as Director in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume of Mr. Narayan A. Menon is included in the notice for the Annual General Meeting.

Mr. Yusuf Lanewala was appointed as Non-Executive

Independent Director and as an Additional Director, effective February 13, 2013. The resolution seeking appointment of Mr. Yusuf Lanewala forms part of the 22nd Annual General Meeting Notice.

Mr. Wayne Berkowitz resigned as Managing Director and CEO effective June 11, 2013. The members of the Board have placed on record their deep sense of appreciation for the valuable services rendered by Mr. Wayne Berkowitz during his tenure as a Director of the Company.

Following Mr. Wayne Berkowitz''s resignation as Managing Director and CEO of the Company, Mindteck''s Board of Directors appointed Mr. Yusuf Lanewala as the new Managing Director and Group CEO with effect from June 11, 2013. The resolution seeking approval for appointment and payment of remuneration to Mr. Yusuf Lanewala as Managing Director and Group CEO forms part of the Notice to the 22nd Annual General Meeting. A brief resume of Mr. Yusuf Lanewala is included in the notice for the Annual General Meeting.

The Board of Directors of the Company has appointed Mr. Jagdish Malkani as Non-Executive Independent Director with effect from August 08, 2013 under the casual vacancy caused by the resignation of Mr. Wayne Berkowitz. Mr. Malkani shall hold office up to the date to which Mr. Berkowitz (Director in whose place he was appointed) would have held office if it had not been vacated by him.

14. Auditors

Mindteck''s statutory auditors, M/s. BSR & Company, Chartered Accountants, Bengaluru, hold office as Auditors until the conclusion of the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept office if re-appointed.

15. Corporate Governance Report

Mindteck recognizes 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. We adhere to standards set by SEBI corporate governance practices and a report on Corporate Governance pursuant to Section 217 of the Companies Act, 1956 and Clause 49 of the Listing Agreement, forms part of this Annual Report.

16. Management Discussion and Analysis

The Management Discussion and Analysis is attached to this Annual Report.

17. Responsibility Statement of the Board of Directors

The Directors'' responsibility statement, setting out compliances with the accounting and financial requirements specified under Section 217 (2AA) of the Companies Amendment Act 2000, in respect to the financial statements, is annexed to this report.

18. Particulars of Employees

No employees come under the category of being reported under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

19. Human Resource Management

Mindteck is committed to providing leadership and direction to its employees through the development and support of employee friendly policies and procedures that contribute to an individual''s personal and professional growth, and to overall internal equity. We strive to foster an environment based on respect for individuals, recognizing that such an atmosphere contributes to overall co-operation and teamwork.

20. CSR Initiatives

Mindteck recognizes that everyone in the company is responsible to society as a whole, including the environment we inhabit. Moreover, we know that doing good things both inside and outside the organization – especially during times of prosperity – provides many benefits. The cornerstone of our policy is aimed at being a good corporate citizen in the communities we serve, with an emphasis on compassion and care. We are committed to raising the quality of life and social well-being of our communities. We are keen on making a difference in the world and our workplace. We expect to embrace a wider policy platform in the months to come. This includes leveraging the power of the Mindteck Academy – our customized workforce training solution that provides learning and hiring opportunities for recent college graduates, displaced workers and returning veterans.

21. Mindteck Employee Stock Option Schemes

Mindteck believes in the policy of enabling Mindteckians, who are responsible for the management, growth and success of the Company, to participate in the ownership of the Company and share in its wealth creation. The Company has two Employee Stock Option Schemes viz. Mindteck Employee Stock Option Scheme 2005 and Mindteck Employee Stock Option Scheme 2008.

(a) Mindteck Employee Stock Option Scheme 2005

During the year ended March 31, 2013, under Employee Stock Option Scheme 2005, the Company granted 71,700 options at an exercise price of Rs. 16.35 per share, and 16,500 options at Rs. 17.95 per share, and 8,400 options at Rs. 17.20. The details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 have been disclosed as annexure to this Report and under Notes to Consolidated Accounts, 3.1.1 item (ii) which forms part of the Annual Report. There has been no variation in the terms of ESOP program during the year.

(b) Mindteck Employee Stock Option Scheme 2008

No options have been granted under the Option Scheme 2008.

22. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange and Outgo

Particulars that are required to be disclosed under subsection (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 are set out in the annexure included in this Report.

23. Mindteck Employees Welfare Trust

In the year 2000, the Mindteck Employees Welfare Trust was set up to implement the Company''s Share Incentive Scheme. As on March 31, 2013, the said Trust holds 416,000 shares of the Company and has not yet granted any shares to the Company''s employees under the said scheme.

24. Acknowledgements

The Directors place on record their appreciation of co- operation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company''s growth. We thank employees at all levels across the Group for their valuable contribution for our progress and look forward to your continued support.

On behalf of the Board of Directors

Bengaluru, India Yusuf Lanewala Javed Gaya

Date: August 08, 2013 Managing Director & Director

Group CEO

---

Mar 31, 2012

The Directors hereby present the Twenty-First Annual Report on our business and operations for the year ended March 31, 2012.

1. Results of Operation Rs. in million

Standalone Consolidated

Year ended Year ended Year ended Year ended 31-Mar-12 31-Mar-11 31-Mar-12 31-Mar-11

Revenue from operations 560.70 542.09 2,226.24 2,408.67

Other income 3.62 22.20 5.69 48.14

Employee benefit expense 336.96 303.48 1,471.22 1,363.14

Cost of technical sub-contractors 11.87 10.75 471.23 668.22

Finance cost 0.93 1.35 3.08 3.75

Depreciation and amortization expense 8.59 13.17 16.81 23.85

Other expenses 190.04 176.81 300.88 284.01

Profit/(loss) before tax 15.93 58.73 (31.29) 113.84

Tax expense 8.53 1.51 19.29 22.40

Profit/(loss) after tax 7.40 57.22 (50.58) 91.44

Paid-up equity share capital 244.52 243.49 244.52 243.49

Earnings per share (EPS) 0.30 2.35 (2.07) 3.76

2. Business

During the year under review your Company recorded consolidated revenue of Rs. 2,226.24 million as against Rs. 2,408.67 million in the previous year. Of the revenues that were recorded, 81% is attributed to the US and the rest to Europe and Asia.

Mindteck's net loss for the year stood at Rs. 50.58 million, as against a net profit of Rs. 91.44 million in the corresponding previous year.

At an operating margin level, Mindteck recorded negative EBIDTA (including other income) of Rs. 11.40 million this year, as against positive EBIDTA of Rs. 141.44 million last year. Operation costs increased primarily due to human resource costs, particularly due to the ongoing need to attract and retain valuable talent. Other expenses include net foreign exchange loss of Rs. 33.20 million as against net foreign exchange gain of Rs. 3.62 million last year.

On the whole, Mindteck remains debt free, continues to have strong relationships with a top-tier roster of clients, good momentum, and an excellent roadmap to put the Company back on track and headed for sustained growth.

3. Business Focus and Highlights Sampling

Mindteck's core services offerings include Product Engineering, IT Services and Professional Services. Amongst these, the vast array of specializations includes, but is not limited to, hi- tech product engineering, electronic design, independent validation and verification (IV&V), cloud services, enterprise mobility, and customized IT training.

Verticals of primary focus are Hi Tech (Semiconductor, Data Storage, Smart Energy), Life Sciences, and the Public Sector.

Mindteck has continually evolved and transformed its business strategy and applied its expertise in innovative technologies to both drive growth and to meet client needs. In recent past, we have streamlined our focus in order to build domain specific expertise that enhances market penetration and improves operational performance, while ensuring the delivery of meaningful technology and services to our customers. Some of the year's many highlights include:

Hi-Tech

Mindteck continues to deliver unique hi-tech solutions to varied industries, including Smart Energy, Semiconductor and Data Storage.

Smart Energy:

Mindteck's smart energy services and solutions cater to building smart grid infrastructure product components and developing innovative smart grid applications which are scalable, reliable and maintainable, and are customized for semiconductor companies, home and building automation OEMs, system integrators, utilities, and commercial and institutional energy consumers.

Semiconductor:

Mindteck's semiconductor software services and solutions have helped our clients to improve equipment software features, performance and also helped increase productivity. The Company's services specialize in catering to the software needs of semiconductor capital equipment manufacturers, subsystem vendors, and FABS.

The Company's semiconductor equipment product life cycle services address the complete value chain of providing new product development, product sustenance, IV&V, product support and performance improvement services and solutions, helping our semiconductor equipment manufacturing customers to fully leverage their core engineering team to fully focus on solutions for next generation equipment.

Data Storage:

Mindteck had taken various initiatives in developing unique solutions, such as state-of-the-art solutions in emerging areas of Cloud and Virtual Storage and established Talent Incubation Centers to nurture talent and enhance skill sets. Mindteck is a Preferred Partner with the largest client in this domain.

Cloud Services

Mindteck is the end-to-end solution provider in cloud services that cut across multiple cloud types (Private, Public and Hybrid) and provides Infrastructure as a Service (Iaas), Platform as a Service (PaaS) and Software as a Service (SaaS). Mindteck is poised to deliver practical solutions on cloud with years of rich experience working with our top-tier customers and continued technology-focused initiatives in areas such as building seamless cloud infrastructure via Virtual Cloud Appliance (VCDC), running business critical solutions on the cloud (Analytics and Workflow), and Cloud Storage (via CDMI standard compliance).

Mindteck provides excellent combined on-site/offshore consultancy in terms of building an effective cloud migration strategy, cloud enablement, cloud automation and delivery, application management services, etc.

Mindteck has established the Amazon Partnership Network (APN) and works closely with other major cloud vendors, such as OpenStack, Eucalyptus, RightScale and VMware to provide optimal solutions to the Life Sciences, Healthcare, Smart Energy and Storage industries.

Enterprise Mobility

Mindteck deeply focuses on building solutions that provide customers with a virtual office at hand with seamless EAI and unified data access.

Mindteck's incubative, innovative and iterative approach enables utilization of re-usable assets that capture, build, disseminate and leverage the knowledge of the organization in our project development and support offerings. These mobility solutions ensure maximization of clients' satisfaction levels through reduced process cycle times, increased end user productivity and reduced operating costs.

Mindteck is poised to develop capabilities in mobility to service demand across all its verticals. During the year under review, the Company is focusing on new competencies, which include mobile device management and security, along with mobile-driven CRM and analytics.

Product Engineering

Mindteck, with its vast experience in various domains, including industrial automation systems (Monitoring and Control), analytical instruments, test and measurement systems and semiconductor equipment, provides services which are tailored for industry specific needs. Our in-house expertise in software development, electronics design, low power wireless design, cloud computing and mobility solutions enables us to provide end-to-end engineering services coverage to our customers. Mindteck's product engineering services help to reduce customer R&D and operations costs while providing much needed bandwidth to clients' core engineering teams and enable them to fully focus on their next generation products and services.

Life Sciences

Mindteck has strong domain knowledge and technology expertise in analytical instruments, chromatography, medical devises, etc., and has effectively served a variety of the largest life sciences industry customers globally.

Mindteck provides end-to-end solutions for analytical instruments, including designing and re-engineering boards, developing drivers, qualification protocols, evaluation of chromatography software, etc. Mindteck made a presentation on "Comforts and Complexities of Open Chromatography Data System" at Pittcon 2012.

Public Sector

Mindteck's Public Sector Practice brings a deep understanding of clients' needs, knowledge of technologies adopted by governments, and solutions that can solve IT challenges.

Mindteck has been approved under numerous statewide IT procurement vehicles, including the PA Master Services ITQ (Pennsylvania), CATS II (Maryland), ITSAC (Texas), etc.

Professional Services

During the year, Mindteck launched and successfully held several sessions of the Mindteck Academy - the rapid, and highly specialized IT workforce training program designed to benefit individuals, companies and communities alike.

4. Quality

Mindteck continuously strives to strengthen its quality system by pursuing the highest quality standards throughout the company. We adhere to Quality Management Systems of International Standards, such as ISO 9001:2008, ISO 27001:2005 ISO 13485:2003 and CMMI version 1.2 level 5. Currently we are in the process of re-assessment for CMMI Version 1.3 Level 5 - a new version released by SEI.

We successfully completed our ISO 9001:2008 surveillance audit, held in January 2012, and ISO 13485:2003 and ISO 27001:2005 surveillance audits, held in May 2012, by our certifying agency BSi Management Systems. We are excited to announce that we have been recommended for continuation of the ISO 9001:2008, ISO 13485:2003 and ISO 27001:2005 certificates, which will help us in maintaining a competitive edge in the industry.

5. Infrastructure

Mindteck has offices in the US, UK, Singapore, Malaysia, Bahrain and India. There are also four development centers equipped with R&D laboratories across the globe. This infrastructure includes space for workstations, conference rooms, meeting rooms, labs and a world-class communication system. The innovative 'best shore delivery model' has provided our customers with a mix of onsite, offshore, near- shore, offshore-onsite and other hybrid delivery options across geographies, for faster and quality delivery of services.

6. Subsidiaries

As on March 31, 2012, Mindteck has six wholly-owned subsidiaries: Mindteck, Inc. (US), Mindteck Middle East

Limited SPC (Bahrain), Mindteck Software Malaysia Sdn Bhd (Malaysia), Mindteck Singapore Pte Ltd. (Singapore), Mindteck (UK) Limited (UK), and Chendle Holdings Limited (British Virgin Islands). Mindteck (UK) Limited has two subsidiaries - Mindteck Germany GmbH (Germany) and Mindteck Netherlands B.V (Netherlands).

The Ministry of Corporate Affairs, vide its General Circular No. 2/2011, No: 51/12/2007-CL-III dated February 8, 2011, has granted a general exemption under Section 212(8). The Company is in compliance with all the conditions for availing such exemption. The Board of Directors of the Company has, by its resolution dated June 25, 2012, given consent for not attaching the balance sheet of the subsidiaries of the Company mentioned above.

The Consolidated Financials have been audited and form part of this Annual Report. The financials of subsidiaries have also been audited by respective statutory auditors. The Consolidated Financials have been prepared and audited in strict compliance with applicable Accounting Standards and Listing Agreement as prescribed by SEBI. 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 Balance Sheet. 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 212, form part of this Annual Report, page numbers 79-80.

Further, the Company undertakes that the annual accounts of the subsidiary companies and the related detailed information will be made available to any investor of Mindteck, and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies and related detailed information will also be kept for inspection by any investor at Mindteck's registered office and that of the respective subsidiary companies. We shall furnish a hard copy of the accounts of subsidiaries to any shareholder on demand and a soft copy of accounts is available on the Investors section of our website www.mindteck.com. The holding, as well as subsidiary companies, regularly file the applicable data to the various regulatory and government authorities, as and when required.

7. Awards and Recognition

Mindteck has been selected among the top 100 global service providers for 2011. This is the second time we have been featured in the Global Services 100 - a survey conducted by the NeoGroup which lists the top IT and Product Engineering service providers. This is based on a survey wherein participants are analyzed on management excellence, customer maturity, global delivery maturity and breadth of services portfolio.

8. Litigation

No material litigation is outstanding as on March 31, 2012.

9. Changes to Share Capital

The Board of Directors of the Company allotted 102,879 Equity Shares on October 4, 2011 pursuant to shareholders approval on September 22, 201

1. Consequently, the outstanding, issued, subscribed and paid up Equity Share increased from 24,765,593 to 24,868,472 as at March 31, 2012.

10. Board Committees

The details of various Committees of the Board are provided in the Corporate Governance Report.

11. Appropriation

With a view to conserve cash for growth and investments in our businesses, the Board has not recommended distribution of dividend for the fiscal year 2011-12. No amount has been transferred to General Reserve during the year.

12. 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.

13. Directors

As per Article 112 of the Articles of Association of the Company, Mr. Javed Gaya retires by rotation as Director in the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. A brief resume of Mr. Javed Gaya is included in the notice for the Annual General Meeting.

Mr. Pankaj Agarwal resigned as Managing Director and CEO effective February 6, 2012, and further, as a Director of the Company, effective March 31, 2012. The members of the Board have placed on record their deep sense of appreciation for the valuable services rendered by Mr. Pankaj Agarwal during his tenure as a Director of the Company.

Following Mr. Agarwal's resignation as Managing Director and CEO of the Company, Mindteck's Board of Directors appointed Mr. Wayne Berkowitz as the new Managing Director and CEO with effect from February 6, 2012. The resolution seeking approval for appointment of Mr. Berkowitz as Managing Director and CEO forms part of the Notice to the AGM. A brief resume of Mr. Berkowitz is included in the notice for the Annual General Meeting.

Mr. Narayan A. Menon has been appointed as Non-Executive Independent Director and Additional Director, effective September 30, 201 1. The resolution seeking appointment of Mr. Menon forms part of the Notice to the AGM. A brief resume of Mr. Menon is also included in the notice for the Annual General Meeting.

Further, Mr. Vivek Malhotra resigned as the Non-Executive Independent Director of the Company, effective May 9, 2012. The members of the Board have placed on record their deep sense of appreciation for the valuable services rendered by Mr. Malhotra during his tenure as a Director of the Company.

14. Auditors

Mindteck's statutory auditors, M/s. BSR & Company, Chartered Accountants, Bangalore, hold office as Auditors until the conclusion of the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept office if re-appointed.

15. Corporate Governance Report

Mindteck recognizes 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. We adhere to standards set by SEBI corporate governance practices and a report on Corporate Governance pursuant to Section 217 of the Companies Act 1956, and Clause 49 of the Listing Agreement, forms part of this Annual Report.

16. Management Discussion and Analysis

The Management Discussion and Analysis is included in this Annual Report.

17. Responsibility Statement of the Board of Directors

The Directors' responsibility statement, setting out compliances with the accounting and financial requirements specified under Section 217 (2AA) of the Companies Amendment Act 2000, in respect to the financial statements, is annexed to this report.

18. Particulars of Employees

No employees come under the category of being reported under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and as amended therein by Ministry of Corporate Affairs notification dated March 31, 2011.

19. Human Resource Management

Mindteck is committed to providing leadership and direction to its employees through the development and support of employee friendly policies and procedures that contribute to an individual's personal and professional growth, and to overall internal equity. We strive to foster an environment based on respect for individuals, recognizing that such an atmosphere contributes to overall co-operation and teamwork.

20. CSR Initiatives

Mindteck recognizes that everyone in the Company is responsible to society as a whole, including the environment we inhabit. Moreover, we know that doing good things both inside and outside the organization - especially during times of prosperity -- provides many benefits. The cornerstone of our policy is aimed at being a good corporate citizen in the communities we serve, with an emphasis on compassion and care. We are committed to raising the quality of life and social well-being of our communities. As far as carbon footprint is concerned, we've instituted several initiatives to ensure that energy consumption is maintained at minimal levels. We also conceptualized and developed an innovative end-to-end Intelligent Street Lighting solution for a large UK- based utility system integrator. On a local community level in the US, we launched the previously mentioned Mindteck Academy which helps train displaced workers. With respect to our employees, we emphasize the importance of well-being and safety. Health talks and checks have been organized. Taking time off to participate in local citizenship initiatives is encouraged. We're keen on making a difference in the world and our workplace, so we expect to embrace a wider policy platform in the months and years to come.

21. Mindteck Employee Stock Option Schemes

Mindteck believes in the policy of enabling Mindteckians, who are responsible for the management, growth and success of the Company, to participate in the ownership of the Company and share in its wealth creation. The Company has two Employee Stock Options Schemes viz. Mindteck Employee Stock Options Scheme 2005 and Mindteck Employee Stock Options Scheme 2008.

(a) Mindteck Employee Stock Option Scheme 2005

During the year ended March 31, 2012, under Employee Stock Options Scheme 2005, the Company granted 301,200 options on August 11, 2011 at an exercise price of Rs. 19.10 per share, and 15,000 options on February 2, 2012 at Rs. 15.42 per share. The details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 have been disclosed as annexure to this Report and under Notes to Consolidated Accounts, 3.1.1 item (i) which forms part of the Annual Report. There has been no variation in the terms of ESOP program during the year.

(b) Mindteck Employee Stock Option Scheme 2008

No options have been granted under the Option Scheme 2008.

22. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange and Outgo

Particulars that are required to be disclosed under subsection (1)(e) of Section 217 of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 are set out in the annexure included in this Report.

23. Mindteck Employees Welfare Trust

In the year 2000, the Mindteck Employees Welfare Trust was set up to implement the Company's Share Incentive Scheme. As on March 31, 2012, the said Trust holds 416,000 shares of the Company and has not yet granted any shares to the Company's employees under the said scheme.

24. Acknowledgements

The Directors place on record their appreciation of co- operation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company's growth. We thank employees at all levels across the Group for their valuable contribution to our progress and look forward to your continued support.

On behalf of the Board of Directors

Bangalore Wayne Berkowitz Javed Gaya

Date: June 25, 2012 Managing Director & CEO Director

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Mar 31, 2010

The directors are pleased to present the Nineteenth Annual Report on our business and operations for the year ended March 31, 2010.

1. Results of Operation Rs. in million

Standalone Consolidated

Year ended Year ended Year ended Year ended

31-Mar-10 31-Mar-09 31-Mar-10 31-Mar-09

sales 459.53 544.34 2,265.40 2,821.37

other income 36.06 80.93 38.09 94.51

Manpower cost 261.34 305.17 1,893.44 2,390.58

operating & admin expenses 193.43 257.09 304.79 345.80

profit before interest and depreciation 40.82 63.01 105.26 179.50

interest 3.48 8.83 7.13 14.04

depreciation 13.97 12.99 40.57 25.03

profit before tax 23.37 41.19 57.56 140.43

tax 5.10 5.56 24.04 30.62

Net profit after tax 18.27 35.63 33.52 109.81

paid-up equity share capital 243.48 240.13 243.48 240.13

earnings per share (eps) 0.75 1.48 1.38 4.57

2. Consolidated Financials

during the year under review, Mindteck recorded consolidated revenue of rs 2,265.40 million as against rs 2821.37 million in the previous year, registering a 19.7% decline in revenue. of this, 88% of revenue came from the u.s., and the rest from other parts around the globe.

Mindteck’s net profit for the year stood at rs 33.52 million as compared to rs 109.81 million in the previous year. this translates to earnings per share of rs 1.38 in 2009-10 as against rs 4.57 in 2008-09. the primary reason for the drop in revenues this year was due to the global economic environment and resultant slowdown in business derived from the u.s., where our main customers are located. however, there has been an improvement in business sentiment in the new fiscal year and we’re encouraged by the traction witnessed among certain customer accounts.

as a result of a drop in revenues, our operating margins were lower at 4.6% as against 6.3% last year. the difference was almost entirely due to the impact of foreign currency fluctuations, i.e., gains recorded last year and losses recorded in the current year. operating costs have been significantly reduced as compared to the last fiscal fy 2008-09.

the fall in Net profits is attributed principally to the write-off of a significant asset created for the “simplypci” business in fy 2008-09. this was the result of a decision to stop providing productized services as a move forward strategy.

3. Pro-active Business Approach

Mindteck believes its reputation has been built by delivering a unique combination of domain and technology components that can be implemented flexibly and swiftly, and produce solutions that add value to its customers’ businesses. so, despite consistently receiving high customer satisfaction ratings, we continually sharpen our efforts to understand our customers’ business challenges, enrich their experience, and improve the cost and quality of deliverables.

last year the company formed practice Groups for its it, nfrastructure Management and engineering service offerings. these Groups are creating centralized knowledge banks, building strong competencies in their respective domains, tracking technology trends, and leveraging reusable knowledge in order to enhance the level of quality and effectiveness. Mindteck has consciously invested in building new technology solutions that are ready-to-deploy and reusable.

We also launched a number of new technology initiatives, including iphone apps and games, a Windows 7-based Multi- touch solution, enterprise Mobility and Virtualization roi calculator, etc. these technology initiatives have resulted in multiple ‘Solution Accelerators; bundled as a ready-to-deploy catalogue of solutions, these repeatable and reusable ‘Solution accelerators’ are backed by engineering excellence and strong domain expertise, together with quality compliance and best practices acquired over a decade.

An innovative ‘best shore delivery model’ was also devised, in order to provide customers with a mix of on-site, off-shore, offshore-onsite, and other hybrid delivery options across geographies.

4. Restructuring and Streamlining

in recent years, Mindteck completed several mergers and acquisitions that, in effect, dramatically enhanced the size and growth possibilities for the organization. While it has added strength to the organization, we have made concerted efforts to ensure that the foundation remains sound so that it can function more competently, efficiently and consistently now and in the years to come. in fy 2009-10, we consolidated and globally streamlined our finance, sales and delivery operations by adding a senior eadership team in india. Mr. suresh rao has joined as chief Financial Officer; Mr. Ramesh Ajjampur has joined us as Senior Vice President, Global Delivery; and Ms. Usha T N has joined us as Vice president, legal & company secretary. our focus on human resource Management includes staffing up with exceptional talent across a variety of expertise areas, and implementing a review system designed to attract, retain and spur talent.

5. HIM (HP, Intel, Microsoft) - Strategic Alliances for a Stronger Future

during the year, we invested in two key technology alliances/ partnerships globally and strengthened ties with one of the top three global computer makers:

- Joined Microsoft in their invite-only ‘Services Ready’ partnership that was established in 2009. since then, Mindteck has co-engaged with Microsoft on more than one occasion to successfully deliver it and infrastructure services to its global clientele.

- Engaged in an embedded design partnership with chip manufacturing major intel. Mindteck is now a charter member of the intel design house program (idhp) in india. the program is an invite-only initiative from intel’s embedded and communication Group which focuses on building intel’s next generation embedded chipsets and communication devices. as one of only 18 partners chosen for this initiative, Mindteck has already started to work alongside intel to design/build 3 pocs that showcase intel technology.

- Strengthened our relationship with HP, who considers our company one of their top 60 global vendors.

6. Quality

over the years, Mindteck’s compliance to international Quality standards shows the ability to work with multiple requirements to deliver business and technology solutions to a wide range of enterprises around the globe.

during 2009-10, our Quality Management system was upgraded to iso 9001:2008 (audited by Bsi management systems), and we also successfully completed surveillance audits of iso 13485:2003 (Medical domain) & iso 27001:2005 certifications with isMs extension of scope for Mindteck cMh road office. additionally, we participated in the Microsoft Gold partner program and received Microsoft partner program certificates for custom development and security solutions from Microsoft.

7. Subsidiaries

as on March 31, 2009, Mindteck has seven wholly-owned subsidiaries: Mindteck, inc. (u.s.), Mindteck Middle-east spc (Bahrain), Mindteck software Malaysia sdn Bhd (Malaysia), Mindteck singapore pte ltd. (singapore), Mindteck uk limited (u.k.), chendle holdings limited (British Virgin islands), and Mindteck Bpo services private ltd (india). Mindteck uk ltd has two subsidiaries - Mindteck Germany Gmbh in Germany and Mindteck Netherlands B.V in the Netherlands.

in terms of the approval granted under section 212 (8) of the companies act, 1956 by the Ministry of corporate affairs, Government of india vide their letter no. 47/76/2010-cl-ii dated 05.02.2010, the company has been exempted from complying with the provisions contained in sub-section (i) of section 212 of the companies act, 1956. all information as directed by the Ministry of corporate affairs has been

disclosed under the abstract which forms part of this annua report. the consolidated financials have been prepared in compliance with accounting standards, listing agreement with seBi and duly audited by the statutory auditors of the company.

further, the annual accounts of the subsidiary companies and the related detailed information will be made available to any investors of Mindteck and its subsidiary companies seeking such information at any point of time.

the annual accounts of the subsidiary companies and related detailed information will also be kept for inspection by any member at Mindteck’s registered office and that of the respective subsidiary companies. the holding, as well as subsidiary companies, will regularly file the applicable data to the various regulatory and government authorities, if required.

8. Recognition

during the year under review, Mindteck was recognized as one of the fastest growing tech companies in india and asia for the second consecutive year with a ranking of 245 on the deloitte technology fast 500 asia pacific 2009. rankings were based on percentage revenue growth over three years. in addition, Mindteck also ranked 34 on the deloitte technology fast 50 india 2009, which is a ranking of the 50 fastest growing technology firms in india for revenue performances recorded in fy 2009.

9. Changes to Share Capital

during the year there was no change in the share capital and no buy back of shares by the company.

10. Appropriation

With a view to conserve cash for growth and investments in our businesses, the Board has not recommended distribution of dividend for the fiscal year 2009-10. No amount was transferred to General reserve during the year.

11. Fixed Deposits

during the period under review, the company has not accepted any deposits under section 58-a of the companies act, 1956.

12. Directors

in accordance with provisions of the companies act, 1956, and the company’s articles of association, the following changes have taken place on Mindteck’s Board during the year:

Mr. Vivek Malhotra retires by rotation as Director in the coming annual General Meeting and, being eligible, offers himself for re-appointment. a brief resume of Mr. Vivek Malhotra is included in the notice for the annual General Meeting.

Mr. Guhan Subramaniam resigned as Chairman and director effective May 26, 2010. the Board of directors places its appreciation for the valuable services rendered by Mr. Guhan subramaniam during his tenure as director.

13. Auditors

Mindteck’s statutory auditors, M/s. Bsr & company, chartered accountants, Bangalore, hold office as auditors until the conclusion of the ensuing annual General Meeting and have

confirmed their eligibility and willingness to accept office, if re- appointed. M/s. Bsr & company, chartered accountants has given an unqualified report on the financials of the company and the auditors’ report forms part of the report.

14. Corporate Governance Report

Mindteck recognizes good corporate governance and is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability, for the benefit to its stakeholders and for long-term success. We adhere to standards set by seBi corporate governance practices and a report on corporate Governance pursuant to section 217 of the companies act, 1956 and clause 49 of listing agreement forms part of this annual report.

15. Management Discussion and Analysis

the Management discussion and analysis is attached to this report.

16. Responsibility Statement of the Board of Directors

the directors’ responsibility statement, setting out compliances with the accounting and financial requirements specified under section 217 (2aa) of the 2000 companies amendment act in respect to the financial statements, is annexed to this report.

17. Particulars of Employees

as required under the provisions of section 217(2a) of the companies act, 1956, read with the companies (particulars of employees) rules, 1975, as amended, the names and other particulars of employees are set out in the annexure included in this report.

18. Mindteck Employee Stock Option Schemes

Mindteck believes in enabling employees, who are responsible for the management, growth and success of the company, to participate in the ownership of the company and share in its wealth creation.

Mindteck has two employee stock options schemes: Mindteck employee stock options plan 2005, and Mindteck employee stock options plan 2008. during the year ended March 31, 2009, under employee stock options plan 2005, we granted 45,000 options on May 15, 2009 at an exercise price of rs 16.55; 15,000 options on October 29, 2009 at an exercise price of 27.35/- per share; and 25,200 shares on January 29, 2010 at an exercise price of rs 31.50 per share. the details, as required under seBi (employee stock option scheme and employee stock purchase scheme) Guidelines, 1999, have been disclosed as annexure to this report and are under Notes to accounts schedule 16, item 6, which forms part of the annual report. there has been no variation in the terms of esop programs during the year.

the company has not yet made any grants under the “Mindteck employees stock option scheme 2008”.

19. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange and Outgo

particulars that are required to be disclosed under subsection (1)(e) of section 217 of the companies act, 1956, read with the companies (disclosure of particulars in the report of directors) rules, 1988 are set out in the annexure included in this report.

20. Mindteck Employees Welfare Trust

in the year 2000, the Mindteck employees Welfare trust was set up to implement the company’s share incentive scheme. as on March 31, 2010, the said trust holds 416,000 shares of the company and has not yet granted any shares to the company’s employees under the said scheme.

21. Utilization of Funds Raised through Preferential Allotment

as on March 31, 2010, all funds raised through preferentia allotment have been utilized. a statement showing the utilization of funds raised by the company on private placement is given below:

amount raised through preferential 283,042,002

issues during the year ended March 31, 2008

amount raised through preferential 14,985,477

issues during the year ended March 31, 2009

Total 298,027,479

Deployment of proceeds in previous years

- cash consideration for acquisition of 99,304,500 subsidiaries

- repayment of term loan 9,520,593

- additional investment in wholly-owned 114,324,884 subsidiary, Mindteck usa, inc.

- Working capital requirements of the 19,697,186 company

Deployment of proceeds in current year

- additional investment in wholly-owned 55,180,316 subsidiary, Mindteck inc. (to the extent of funds remaining unutilized from the preferential issue proceeds) 298,027,479

22. Acknowledgements

the directors place on record their appreciation of co- operation and continued support extended by customers, shareholders, vendors, investors, bankers, the Government of ndia and statutory authorities for the company’s growth. We thank the employees at all levels across the Group for their valuable contribution for our progress, and look forward to your continued support.

on behalf of the Board of directors

Bangalore Pankaj Agarwal Indresh Narain

Date: July 2, 2010 Managing director & ceo director