Mindteck (India) Ltd — Annual Report 2019

May 28, 2019

Mindteck (India) Limited

www.mindteck.com

(CIN: L30007KA1991PLC039702) AMR Tech Park, Block 1, 3rd Floor #664, 23/24, Hosur Road, Bommanahalli Bengaluru - 560068. India

Tel: +91 80 4154 8000/4154 8300 Fax: +91 80 4112 5813

Ref: MT/SSA/2019-20/05 Scrip Code: '517344' May 28, 2019 Symbol: "Mindteck"

To,	To,
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza, C-1, Block G,
Dalal Street	Bandra Kurla Complex,
Mumbai- 400001	Bandra (E)
	Mumbai – 400 051

Dear Sirs/Madam,

Subject: Submission of Financial Results Pursuant to Regulation 33 and Outcome of Board Meeting Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 held on May 28, 2019

We would like to inform you that the Board of Directors of the Company has approved the Audited Financial Statements for the Quarter and Year ended on March 31, 2019 at its meeting held on May 28, 2019.

Further we would like to intimate that the Board of Directors have:

• 1. Recommended Dividend of 10% (Re. 1 per equity share of Rs. 10 each) for the FY 2018-19.
• 1. Approved the closure of Mindteck Netherlands B.V., Netherlands (Step-down Subsidiary) and Mindteck Solutions Philippines, Inc., Philippines (Step-down Subsidiary) due to continuous losses in these entities.

Please find the enclosed:

• 1. Audited Standalone Financial Results for the Year ended on March 31, 2019.
• 1. Audited Consolidated Financial Results of the Company and its Subsidiaries for the Year ended on March 31, 2019.
• 1. Copy of Statutory Auditor's Report for Standalone Financial Results for the Year ended on March 31, 2019 along with Declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• 1. Copy of Statutory Auditor's Report for Consolidated Financial Results for the Year ended on March 31, 2019 along with Declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• 1. Copy of Investor Presentation.

You are requested to take the above intimation on record and acknowledge.

Thanking you,

Yours Truly, For Mindteck (India) Limited

Shivarama Adiga S.

Digitally signed by Shivarama Adiga S. DN: cn=Shivarama Adiga S., o=Mindteck (India) Limited, ou=Legal and Secretarial, email=shivarama.adiga@mindteck.com, c=IN

Date: 2019.05.28 18:14:29 +05'30'

Shivarama Adiga S. VP, Legal and Company Secretary

MINDTECK (INDIA) LIMITED A.M.R TECH PARK, BLOCK I, 3RD FLOOR, # 664, 23/24, HOSUR MAIN ROAD BOMMANAHALLI, BANGALORE 560 068CIN:L30007KA1991PLC039702 STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR

		ENDED MARCH 31, 2019				(Rs. in Lakhs, except per share data)
			Quarter ended		Year ended
Sl.No.	Particulars	March 31, 2019	December 31.2018	March 31, 2018	March 31, 2019	March 31, 2018
		Audited #	Unaudited	Audited #	Audited
$\mathbf{1}$	Income
	a) Revenue from operations	3.457	2.360	2,460	10,763	8,842
	b) Other income	67	26	68	245	190
	Total income (a+b)	3.524	2,386	2,528	11,008	9,032
$\overline{2}$	Expenses
	a) Cost of technical sub-contractors	78	74	43	267	114
	b) Employee benefits expense	1.573	1.734	1,651	6.563	6.165
	c) Finance costs (Refer Note 6)	(12)	27	8	64	22
	d) Depreciation and amortisation expense	33	39	34	174	115
	e) Other expenses	1.335	478	723	2.913	2.188
	Total expenses $(a+b+c+d+c)$	3,007	2,352	2,459	9,981	8,604
3	Profit before tax and exceptional items $(1 - 2)$	517	34	69	1,027	428
$\overline{4}$	Tax expense (net)
	Current tax	93	9	157	215	329
	Tax relating to earlier years	28		$\mathbf{r}$	28
	Deferred tax charge / (credit)	35	9	(72)	65	(92)
	Total tax expense	156	18	85	308	237
$\mathfrak{S}$	Profit $/(Loss)$ for the period/year $(3-4)$	361	16	(16)	719	191
6	Other comprehensive income
	Items that will not be reclassified subsequently to profit or loss
	Remeasurement gain / (loss) on defined benefits plan	$\mathbf{1}$	(16)	-9	71	(13)
	Income tax relating to items that will not be reclassed to profit or loss	(3)	$\overline{4}$	(4)	(20)	$\overline{4}$
	Other comprehensive income for the period/year net of taxes	8	(12)	5	51	(9)
$\tau$	Total comprehensive income for the period/year (5+6)	369	$\overline{4}$	(11)	770	182
8	Paid-up equity share capital (Face value of Rs. 10 per share)	2.562	2.562	2.562	2,562	2.562
9	Other equity		ä,		15,981	15,434
10	Earnings/(Loss) per share (Not annualised in the case of theinterim period)
	Basic (in Rs.)	1.41	0.07	(0.07)	2.81	0.75
	Diluted (in Rs.)	1.40	0.07	(0.07)	2.80	0.71
	See accompanying notes to the financial results.# Dafar Mata 4

Refer Note 4

MINDTECK (INDIA) LIMITED A.M.R TECH PARK, BLOCK I, 3RD FLOOR, #664, 23/24, HOSUR MAIN ROADBOMMANAHALLI, BANGALORE 560 068 BOMMAGAILAEL, BANGALONE 500 000CIN:L30007KA1991PLC039702STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR

ENDED MARCH 31, 2019

	639269 31ARCD 31, 4917			(Rs. in Lakhs)
SLNo.	Particulars	As at March 31,2019		As at March 31,2018
			Audited
1	ASSETS
$\boldsymbol{\Lambda}$	Non-current assets		281
	Property, plant and equipment		68	25670
	Investment property		957	606
	Intangible assets
	Financial assets		12,384	12,369
	InvestmentsLoans		650	617
	Other financial assets		89	$27,$
	Deferred tax assets (net)		202	287
	Income tax assets (net)		951	671
	Other non-current assets		37	297
	Total non-current assets		15,619	15,200
B	Current assets
	Financial assets			810
	Investments		1.3512.598	1,895
	Trade receivables		285	953
	Cash and cash equivalents		36	346
	Other bank balances		151	183
	LoansOther financial assets		743	654
	Other current assets		523	276
	Total current assets		5,687	5,117
	Total assets $(A+B)$		21,306	20,317
$\overline{2}$	EQUITY AND LIABILITIES
$\mathsf{C}$	Equity
	Equity share capital		2,562	2,56215,434
	Other equity		15,98118,543	17,996
	Total equity
	Non-current Liabilities
Đ	Financial liabilities
	Other financial liabilities		20	-19
	Other non-current liabilities		4	29
	Provisions		977	658
	Total non-current liabilities		1,011	706
E	Current liabilitiesFinancial liabilities
	Borrowings		$\ddot{\phantom{a}}$	$\mathbf{I}$
	Trade and other payables
	(a) total outstanding dues of micro enterprises and small enterprises; and		197
	(b) total outstanding dues of creditors other than micro enterprises and small enterprises		942	560
	Other financial liabilities		22	33
	Provisions		202	482
	Income tax liabilities (net)		117	239
	Other current liabilities		272	299
	Total current liabilities		1,752	1,615
	Total liabilities (D+E)		2,763	2,321
	Total equity and liabilities (C+D+E)		21,306	20,317

MINDTECK (INDIA) LIMITED
A.M.R TECH PARK, BLOCK I, 3RD FLOOR, # 664, 23/24, HOSUR MAIN ROAD
BOMMANAHALLI, BANGALORE 560 068
CIN:L30007KA1991PLC039702
STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR
ENDED MARCH 31, 2019

Notes:

• 1 The above statement of audited standalone financial results ('the Statement') of Mindteck (India) Limited ('the Company') for the quarter and year ended March 31, 2019, have been reviewed by the Audit Committee and thereafter approved by the Board of Directors in their meeting held on May 28, 2019.
• 2 These standalone financial results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules thereunder and in terms of Regulation 33 of the $EBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 05, 2016.
• $\mathfrak{Z}$ In accordance with Ind AS 108, Operating segments, segment information has been provided in the consolidated financial results of the Company and therefore no separate disclosure on segment information is given in these standalone financial results.
• 4 The figures of the last quarter of current and previous year represents the derived figures between the audited figures in respect of the full financial year and the unaudited published year to date figures of the nine months of respective year.
• 5 Ind AS 115 Revenue from Contracts with Customers, mandatory for reporting periods beginning on or after April 1, 2018, replaces existing revenue recognition requirements. Under the modified retrospective approach there were no significant adjustments required to the retained earnings at April 1, 2018. Also, the application of Ind AS 115 did not have any significant impact on recognition and measurement of revenue and related items in the financial results.
• 6 During the quarter ended March 31, 2019, there is a reversal of finance cost amounting to Rs. 37.96 lakhs on account of actualisation of Minimum Authorisation Obligation provided in respect of service concession arrangement,

for and on behalf of the Board of Directors of $\widehat{\text{Ind}_{G}}$ Mindteck (India) Limited Sanjeev Kathpalia CEO and Managing Director

$\ddot{\phantom{0}}$

Place: Bengaluru Date: May 28, 2019

MINDTECK (INDIA) LIMITED A.M.R TECH PARK, BLOCK I, 3RD FLOOR, #664, 23/24, HOSUR MAIN ROAD BOMMANAHALLI, BANGALORE 560 068

CIN:L30007KA1991PLC039702

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019

	(Rs. m Lakhs, except per share data)
			Quarter ended		Year Ended
Sl.No.	Particulars	March 31, 2019	December 31, 2018	March 31, 2018	March 31, 2019	March 31, 2018
		Audited #	Unaudited	Audited #	Audited	Audited
$\mathbf{I}$	Income
	a) Revenue from operations	8,030	7,005	7,191	29.941	29,684
	b) Other income	59	27	62	285	208
	Total income (a+b)	8,089	7,032	7,253	30,226	29,892
$\overline{2}$	Expensesa) Cost of technical sub-contractors	1,164	1,234	1.125	4.793	5,369
	b) Employee benefits expense	4,844	4.966	5,208	20,281	20,438
	c) Finance costs (Refer Note 9)	(4)	36	17	100	55
	d) Depreciation and amortisation expense	37	43	38	189	130
	e) Other expenses	1,800	873	1,182	4,427	3,750
	Total expenses (a+b+c+d+e)	7,841	7.152	7,570	29,790	29,742
3	Profit/(Loss) before tax and exceptional items $(1 - 2)$	248	(120)	(317)	436	150
4	Exceptional items (Refer note 5)				÷,	162
5	Profit/ (Loss) before tax (3-4)	248	(120)	(317)	436	(12)
6	Tax expense (net)
	Current tax	93	(9)	259	244	431
	Tax relating to earlier years (Refer Note 10)	(147)			(147)
	Deferred tax charge / (credit)	35	Q	214	65	122
	Total tax expense	(19)	$\overline{a}$	473	162	553
7	Profit /(Loss) for the period/year (5-6)	267	(120)	(790)	274	(565)
8	Other comprehensive income
	Items that will be reclassified subsequently to profit or loss
	Net exchange difference on translation of foreign operation	(21)	(209)	199	261	157
	Items that will not be reclassified subsequently to profit or loss
	Re-measurement gain/ (loss) on defined benefit plans	$\vert$	(16)	$\mathcal{Q}$	71	(13)
	Income tax relating to items that will not be reclassed to profit or loss	(3)	4	(4)	(20)	4
	Other comprehensive income for the period/year, net of taxes	(13)	(221)	204	312	148
9	Total comprehensive income for the period $(7+8)$	254	(341)	(586)	586	(417)
10	Paid-up equity share capital (Face value of Rs. 10 per share)	2,521	2,521	2,521	2.521	2.521
11	Other equity				17.022	16,655
12	Earnings/ (Loss) per share (Not annualised in case of interim periods)
	Basic (in Rs.)	1.05	(0.47)	(3.16)	1.09	(2.26)
	Diluted (in Rs.)	1.03	(0.47)	(3.16)	1.06	(2.26)

See accompanying notes to the financial results

#Refer Note 7

MINDTECK (INDIA) LIMITED
A.M.R TECH PARK, BLOCK I, 3RD FLOOR, #664, 23/24, HOSUR MAIN ROAD
BOMMANAHALLI, BANGALORE 560 068
CIN:L30007KA1991PLC039702
STATEMENT OF AUDITED CONSOLIDATED ASSETS AND LIABILITIES

		As at March 31,	As at March 31,
	SLNo. Particulars	2019	2018
		Audited	Audited
$\mathbf{1}$	ASSETS
A	Non-current assets
	Property, plant and equipment	301	283
	Investment property	68	70
	Intangible assets	,229	872
	Goodwill on consolidation	8,481	8,481
	Financial assets
	Loans	275	239
	Other financial assets	89	27
	Deferred tax assets (net)	202	287
	Income tax assets (net)	991	729
	Other non-current assets	38	298
	Total non-current assets	11,674	11,286
$\bf{B}$	Current assets
	Financial assets:
	Investments	1,351	810
	Trade receivables	7,073	5,734
	Cash and cash equivalents	1,016	2,772348
	Other bank balances	3682	123
	Loans	2,012	2,102
	Other financial assets	677	379
	Other current assets	12,247	12,268
	Total current assets	23,921	23,554
	Total assets $(A+B)$
$\overline{2}$	EQUITY AND LIABILITIES
$\mathsf{C}$	Equity	2,521	2,521
	Equity share capital	17,022	16,655
	Other equity	19,543	19,176
	Total equity
D	Non-current Liabilities
	Financial liabilities
	Other financial liabilities	20	19
	Other non-current liabilities	14	29
	Provisions	977	658
	Total non-current liabilities	1,011	706
E	Current liabilities
	Fiancial liabilities
	Borrowings		$\overline{1}$
	Trade and other payables	1,479	988
	Other financial liabilities	611	689
	Provisions	494	858
	Income tax liabilities (net)	164	499
	Other current liabilities	619	637
	Total current liabilities	3,367	3,672
	Total liabilities (D+E)	4,378	4,378
	Total equity and liabilities (C+D+E)	23,921	23,554

MINDTECK (INDIA) LIMITED

A.M.R TECH PARK, BLOCK I, 3RD FLOOR, #664, 23/24, HOSUR MAIN ROAD

BOMMANAHALLI, BANGALORE 560 068 CIN:L30007KA1991PLC039702

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019

Notes :

• The above statement of audited consolidated financial results ('the Statement') of Mindteck (India) Limited ('the Company') for the quarter and year ended March 31, 2019, have $\mathbf{I}$ been reviewed by the Audit Committee and thereafter approved by the Board of Directors in their meeting held on May 28, 2019.
• These consolidated financial results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards ('Ind AS') $\overline{2}$ prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 05, 2016.
• $\overline{3}$ The Company has consolidated the financial statements of the Mindteck Employees Welfare Trust ('the Trust') with that of its consolidated financial statements. As a result the Company's paid up equity shares stand reduced by 416,000 shares. To give effect to the consolidation of the Trust, Rs 41.6 lakhs has been reduced from equity share capital, Rs 362.4 lakhs has been reduced from securities premium account and Rs 32.21 lakhs has been adjusted in reserves. The shares held by the Trust were reduced from outstanding number of shares for computation of basic EPS of the Company.
• The Mindteck Group's operations predominantly relate to providing software services to external customers and providing IT-enabled services to subsidiaries within the Group. $\boldsymbol{A}$ Since IT-enabled services are rendered to subsidiaries which are consolidated, the disclosure of a separate IT-enabled services segment as a separate primary segment is not applicable. The Group is therefore considered to constitute a single primary business segment and accordingly primary segment disclosures have not been presented.

Based on the "management approach" as defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker also evaluates the Group performance and allocates resources based on an analysis of various performance indicators by geographical areas. Accordingly, information has been presented in respect of such geographical segments.

The accounting principles consistently used in the preparation of the consolidated financial statements are also consistently applied to record income and expenditure in the individual segments

Geographical segments
		Ouarter ended			Year Ended
Revenue from external customers by location of customers	March 31, 2019	December 31, 2018 March 31, 2018		March 31, 2019	March 31, 2018
	Audited#	Unaudited	Audited#	Audited	Audited
$-$ USA	4.071	4.044	4.285	17.165	19.274
- India	2.016	1.024	982	4.930	3.384
- Rest of the world	.943	1.937	924	7.846	7.026
Total	8.030	7.005	7.191	29.941	29.684
$\sim$ Dubin Man $\tau$ .

Refer Note 7

• Exceptional item for March 31, 2018 pertained to a specific write-off amounting to Rs. 162 lakhs for receivables from a customer/company on account of bankruptcy. $\leq$
• The consolidated financial results includes balances of its direct and indirect subsidiaries namely Mindteck Inc., Mindteck Singapore Pte Ltd., Mindteck Solutions Philippines Inc. Mindteck UK Limited, Mindteck Netherlands BV, Mindteck Germany GmbH, Mindteck Middle East Limited SPC, Mindteck Software Malaysia SDN $HD, Chendle Holdings Ltd, Hitech Parking Solutions Pvt. Ltd, Mindteck Canada Inc. and Mindteck Employees Welfare Trust.
• The figures for the last quarter of current and previous year represents the derived figures between the audited figures in respect of the full financial year and the unaudited published $\overline{7}$ year to date figures of the nine months of the respective years.
• 8 Ind AS 115 Revenue from Contracts with Customers, mandatory for reporting periods beginning on or after April 1, 2018, replaces existing revenue recognition requirements. Under the modified retrospective approach there were no significant adjustments required to the retained earnings at April 1, 2018. Also, the application of Ind AS 115 did not have any significant impact on recognition and measurement of revenue and related items in the financial results.
• $\ddot{Q}$ During the quarter ended March 31, 2019, there is a reversal of finance cost amounting to Rs. 37.96 lakhs on account of actualisation of Minimum Authorisation Obligation provided in respect of service concession arrangement.
• During the quarter ended March 31, 2019, basis advice from external consultant, the management has reversed provision towards uncertain taxes amounting to Rs. 154.94 lakhs in $10$ view of the current status of net operating losses of Mindteck Inc. USA.

for and on behalf of the Board of Directors of $\widetilde{\mathcal{C}}$ llnd Mingtock (India) Limited Ň. e Sermanne (Sermanne de San San San San San San San San San San Bangalore Sanieev Kathnalia CEO and Managing Director š,

Place : Renealuru Date: May 28, 2019

12th Floor "UB City" Canberra Block No. 24, Vittal Mallya Road Bengaluru - 560 001, India Tel: +91 80 6648 9000

Auditor's Report On Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

T0 The Board of Directors of Mindteck (India) Limited

• 1. We have audited the accompanying statement of quarterly and year to date standalone Ind AS financial results of Mindteck (India) Limited ('the Company') for the quarter ended March 31, 2019 and for the year ended March 31, 2019 ('the Statement'), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Regulation'). read with SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016 ('the Circular'). The standalone Ind AS financial results for the quarter ended March 31, 2019 and year ended March 31, 2019 have been prepared on the basis of the standalone Ind AS financial results for the nine-month period ended December 31, 2018, the audited annual standalone Ind AS financial statements as at and for the year ended March 31, 2019, and the relevant requirements of the Regulation and the Circular, which are the responsibility of the Company's management and have been approved by the Board of Directors of the Company. Our responsibility is to express an opinion on these standalone financial results based on our review of the standalone Ind AS financial results for the nine-month period ended December 31, 2018 which was prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (Ind AS) 34 Interim Financial Reporting, specified under Section 133 of the Companies Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India; our audit of the annual standalone Ind AS financial statements as at and for the year ended March 31, 2019 and the relevant requirements of the Regulation and the Circular.
• 1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.
• 1. In our opinion and to the best of our information and according to the explanations given to us, these quarterly standalone Ind AS financial results as well as the year to date results:
  • $i$ . are presented in accordance with the requirements of the Regulation read with the Circular, in this regard; and
  • ii. give a true and fair view of the net profit including other comprehensive income and other financial information for the quarter ended March 31, 2019 and for the year ended March 31, 2019.

S.R. BATLIBOL& ASSOCIATES LLP

Chartered Accountants

1. Further, read with paragraph 1 above, we report that the figures for the quarter ended March 31, 2019 represent the derived figures between the audited figures in respect of the financial year ended March 31, 2019 and the published year-to-date figures up to December 31, 2018, being the date of the end of the third quarter of the current financial year, which were subjected to a limited review as stated in paragraph 1 above, as required under the Regulation and the Circular.

For S.R.BATLIBOI & ASSOCIATES LLP

Chartered Accountants ICAI Firm Registration Number: 101049W/E300004

REN KUMAY

per Rajeev Kumar Partner Membership No.: 213803

Bengaluru May 28, 2019

$8.4s$ ″la¤ Bengaluru

12th Eloor "UB City" Canberra Block"UB City" Canberra BlockNo. 24, Vittal Mallya Road Bengaluru - 560 001, India Tel: +91 80 6648 9000

Auditor's Report On Quarterly Consolidated Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

To The Board of Directors of Mindteck (India) Limited

• 1. We have audited the accompanying statement of quarterly and year to date consolidated Ind AS financial results of Mindteck (India) Limited ('the Company') comprising its subsidiaries (together, 'the Group'), for the quarter ended March 31, 2019 and the consolidated Ind AS financial results for the year ended March 31, 2019 ('the Statement'), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Regulation'), read with SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016 ('the Circular'). The consolidated Ind AS financial results for the quarter ended March 31, 2019 and year ended March 31, 2019 have been prepared on the basis of the consolidated Ind AS financial results for the nine-month period ended December 31, 2018, the audited annual consolidated Ind AS financial statements as at and for the year ended March 31, 2019, and the relevant requirements of the Regulation and the Circular, which are the responsibility of the Company's management and have been approved by the Board of Directors of the Company. Our responsibility is to express an opinion on these consolidated Ind AS financial results based on our review of the consolidated Ind AS financial results for the nine-month period ended December 31, 2018 which was prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (Ind AS) 34 Interim Financial Reporting, specified under Section 133 of the Companies Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India: our audit of the annual consolidated Ind AS financial statements as at and for the year ended March 31, 2019 and the relevant requirements of the Regulation and the Circular.
• 1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial results are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.
• 1. In our opinion and to the best of our information and according to the explanations given to us, these quarterly consolidated Ind AS financial results as well as the year to date results:
  • $i$ . includes the results of the Company and the following entities;
    • a. Mindteck Inc., USA
    • b. Mindteck Software Malaysia SDN. BHD, Malaysia
    • c. Mindteck Middle East Limited SPC, Kingdom of Bahrain
    • d. Mindteck (UK) Limited, United Kingdom
    • e. Mindteck Singapore Pte. Limited, Singapore
    • Mindteck Solutions Philippines Inc. f.
    • Mindteck Netherlands BV. Netherlands g.
    • h. Mindteck Canada Inc., Canada

S.R. BATLIBOL& ASSOCIATES LLP

Chartered Accountants

• Mindteck Germany GmbH, Germany $i$
• Chendle Holdings Ltd, BVI $\mathbf{i}$ .
• k. Hitech Parking Solutions Private Limited
• Mindteck Employees Welfare Trust 1.
• are presented in accordance with the requirements of the Regulation read with the ii. Circular, in this regard; and
• give a true and fair view of the consolidated net profit including other comprehensive iii. income and other financial information for the quarter ended March 31, 2019 and for the vear ended March 31, 2019.
• 1. Further, read with paragraph 1 above, we report that the figures for the quarter ended March 31, 2019 represent the derived figures between the audited figures in respect of the financial year ended March 31, 2019 and the published year-to-date figures up to December 31, 2018, being the date of the end of the third quarter of the current financial year, which were subjected to a limited review as stated in paragraph 1 above, as required under the Regulation and the Circular.

For S.R.BATLIBOI & ASSOCIATES LLP

Chartered Accountants ICAI Firm Registration Number: 101049W/E300004

$8. As8$ per Rajeev Kumar Bengaiuru Partner Membership No.: 213803

Bengaluru May 28, 2019

Mindteck (India) Limited

(CIN: L30007KA1991PLC039702) AMR Tech Park, Block 1, 3rd Floor #664, 23/24, Hosur Road, Bommanahalli Bengaluru - 560068. India

Tel: +91 80 4154 8000/4154 8300 Fax: +91 80 4112 5813

www.mindteck.com

May 28, 2019

TO WHOMSOEVER IT MAY CONCERN

Declaration pursuant to Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I, Prashanth Idgunji, Chief Financial Officer of Mindteck (India) Limited (CIN: L30007KA1991PLC039702) having its Registered Office at A. M. R. Tech Park Block -1, 3rd Floor, # 664, 23/24, Hosur Main Road, Bommanahalli, Bangalore -560068, India, hereby declare that, the Statutory Auditor of the Company, S.R. Batliboi & Associates LLP (Firm Registration Number: 101049W/E300004) have issued an Audit Report with unmodified opinion on Audited Financial Results of the Company (Standalone and Consolidated) for the quarter and year ended on March 31, 2019.

The above Declaration is given in compliance to Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI vide notification No. SEBI/LAD-NRO/GN/2016-17/001 dated May 25, 2016 and Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016.

Please take this declaration on your records.

Thanking you,

Yours Truly,

For Mindteck (India) Limited

Prashanth Idgunji Chief Financial Officer

Mindteck Investor Presentation

FOURTH QUARTER & YEAR ENDED MARCH 2019

May 28, 2019

Safe Harbor

Certain statements in this release concerning our future growth prospects may be forward-looking statements, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, and general economic conditions affecting our industry. Mindteck may, from time to time, make additional written and oral forward-looking statements, including our reports to shareholders. The company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the company.

Financial Performance

Performance Highlights Q4 2018-19:

• ➢ Revenue at ₹803.0 million ($11.5 million), growth of 14.6% QoQ and 11.7% YoY.
• ➢ EBITDA at ₹22.2 million as against ₹(6.8) million in December 2018 & ₹(32.4) million in March 2018.
• ➢ Profit After Tax ("PAT") at ₹26.7 million as against ₹(12.0) million in December 2018 & ₹(79.0) million in March 2018.

FY 2018-19:

• ➢ Revenue at ₹2,994.1 million ($42.8 million), growth of 0.9% as against the preceding year.
• ➢ EBITDA at ₹44.0 million as against ₹(3.5) million in the preceding year.
• ➢ PAT at ₹27.4 million as against ₹(56.5) million in the preceding year.

Performance Summary

SEQUENTIAL Q4 FY 19 Vs. Q3 FY 19

Amount in ₹ million

SL #	Particulars	Q4 19(Audited)	Q3 19(Unaudited)	Change %
	1Income:
	a) Revenue	803.0	700.5	14.6%
	b) Other income	5.9	2.7	118.5%
	Total Income (a+b)	808.9	703.2	15.0%
	2Expenses:
	a) Cost of hardware, software and technical sub-contractors	116.4	123.4	(5.7)%
	b) Employee benefits expense	484.4	496.6	(2.5)%
	c) Finance cost	(0.4)	3.6	(a)
	d) Depreciation and amortization	3.7	4.3	(14.0)%
	e) Other expenses	180.0	87.3	106.2%
	Total Expenses (a+b+c+d+e)	784.1	715.2	9.6%
	3Profit/ (Loss) Before Tax ("PBT") (1-2)	24.8	(12.0)	(a)
	4Tax expense	(1.9)	-	(b)
	Profit/ (Loss) After Tax ("PAT") (3-4)	26.7	(12.0)	(a)

www.mindteck.com 5 a) Since current/previous quarter is negative, the percentage change for the period is not computed. b) The percentage change from comparable period is not computed.

Performance Summary

YoY Q4 FY 19 Vs. Q4 FY 18 (Audited) Amount in ₹ million

SL #	Particulars	Q4 19	Q4 18	Change %
	1Income:
	a) Revenue	803.0	719.1	11.7%
	b) Other income	5.9	6.2	(4.8)%
	Total Income (a+b)	808.9	725.3	11.5%
	2Expenses:
	a) Cost of hardware, software and technical sub-contractors	116.4	112.5	3.5%
	b) Employee benefits expense	484.4	520.8	(7.0)%
	c) Finance cost	(0.4)	1.7	(a)
	d) Depreciation and amortization	3.7	3.8	(2.6)%
	e) Other expenses	180.0	118.2	52.3%
	Total Expenses (a+b+c+d+e)	784.1	757.0	3.6%
	3Profit/ (Loss) Before Tax and exceptional item ("PBT") (1-2)	24.8	(31.7)	(a)
	4Exceptional Item	-	-	-
	5Profit/ (Loss) Before Tax (3-4)	24.8	(31.7)	(a)
	6Tax expense	(1.9)	47.3	(b)
	7Profit/ (Loss) After Tax ("PAT") (5-6)	26.7	(79.0)	(a)

www.mindteck.com 6 a) Since current/previous quarter is negative, the percentage change for the period is not computed. b) The percentage change from comparable period is not computed.

Performance Summary

FY 19 Vs. FY 18 (Audited)		Amount in ₹ million
SL #Particulars	FY 2019	FY 2018	Change %
1Income:
a) Revenue	2,994.1	2,968.4	0.9%
b) Other income	28.5	20.8	37.0%
Total Income (a+b)	3,022.6	2,989.2	1.1%
2Expenses:
a) Cost of hardware, software and technical sub-contractors	479.3	536.9	(10.7)%
b) Employee benefits expense	2,028.1	2,043.8	(0.8)%
c) Finance cost	10.0	5.5	81.8%
d) Depreciation and amortization	18.9	13.0	45.4%
e) Other expenses	442.7	375.0	18.1%
Total Expenses (a+b+c+d+e)	2,979.0	2,974.2	0.2%
3Profit/ (Loss) Before Tax and exceptional item ("PBT") (1-2)	43.6	15.0	190.7%
4Exceptional Item	-	16.2	(b)
5Profit/ (Loss) Before Tax (3-4)	43.6	(1.2)	(a)
6Tax expense	16.2	55.3	(b)
7Profit/ (Loss) After Tax ("PAT") (5-6)	27.4	(56.5)	(a)

a) Since current/previous quarter is negative, the percentage change for the period is not computed.

www.mindteck.com 7 b) The percentage change from comparable period is not computed.

Mindteck Fact Sheet

Fact Sheet

FINANCIAL PERFORMANCE HIGHLIGHT

In ₹ Million

sraulc					Growth %				Growth
		Q4 2019	Q3 2019	Q4 2018	QoQ	YoY	FY 19	FY 18	%
	Reveue	803.0	700.5	719.1	14.6%	11.7%	2,994.1	2,968.4	0.9%
rtia	EBITDA	22.2	(6.8)	(32.4)	(a)	(a)	44.0	(3.5)	(a)
P	PAT	26.7	(12.0)	(79.0)	(a)	(a)	27.4	(56.5)	(a)

In $ Million

sraulcrtiaP					Growth %				Growth
		Q4 2019	Q3 2019	Q4 2018	QoQ	YoY	FY 19	FY 18	%
	Reveue	11.5	10.0	11.2	14.38%	3.0%	42.8	46.0	(6.9)%
	EBITDA	0.3	(0.1)	(0.5)	(a)	(a)	0.6	(0.1)	(a)
	PAT	0.4	(0.2)	(1.2)	(a)	(a)	0.4	(0.9)	(a)

USD/INR

egne		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
aathRc	Average (P&L)	69.9	69.8	64.5	69.9	64.5
xE	Close (BS)	70.3	69.7	64.7	69.2	65.1

www.mindteck.com 9 a) Since current/previous quarter is negative, the percentage change for the period is not computed.

Fact Sheet REVENUE METRICS

y		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
hpargoe	USA	62%	71%	70%	69%	72%
	IMEA	18%	6%	7%	9%	6%
	Europe	8%	10%	8%	9%	7%
G	APAC	12%	13%	14%	13%	14%

		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
sre	USA	62%	71%	70%	69%	72%
nt	India	16%	4%	6%	7%	4%
eC	Singapore	7%	7%	8%	7%	9%
yre	Malaysia	5%	6%	6%	6%	5%
veli	UK	6%	6%	7%	6%	6%
D	Germany	3%	4%	2%	2%	1%
	Baharin	2%	2%	1%	2%	2%

cte		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
epojy	Time & Material	85%	99%	96%	95%	98%
TrP	Fixed	15%	1%	4%	5%	2%

sec		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
vir	Managed Services ("MS")	43%	32%	33%	35%	29%
eS	Professional Services("PS")	57%	68%	67%	65%	71%

Fact Sheet

REVENUE METRICS

esu		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
rtx -noeMiffv	Onsite	57%	67%	65%	65%	72%
eER	Offshore	43%	33%	35%	35%	28%

sgn		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
x -riMieff	Talent Management	50%	60%	58%	57%	62%
eOusn	Product Engineering	21%	24%	25%	24%	24%
seevnesi	Information Technology Services	27%	15%	16%	18%	14%
RuB	Smart City Services	1%	1%	1%	1%	0%

CLIENT METRICS

s		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
nte	Top 5	57%	63%	62%	57%	72%
Cli	Top 10	76%	79%	75%	74%	80%

Fact Sheet

CLIENT METRICS

s		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
ailetd	No of Clients	89	83	87	114	115
reht	1 Mn +	9	3	3	9	3
O	5 Mn +	2	2	2	2	2
	EMPLOYEE METRICS

E		Q4 2019	Q3 2019	Q4 2018	FY 19	FY 18
LPOE	Total Headcount	1,026	1,035	1,059	1,026	1,052
	Technical	845	845	876	845	882
P	Support	181	190	183	181	170

If you have any questions, or need assistance, please contact:

Mr. Prashanth Idgunji

Chief Financial Officer Telephone: +91 80 4154 8002 Email: Prashanth.Idgunji@mindteck.com