Mindteck (India) Ltd — Proxy Solicitation & Information Statement 2022

Feb 23, 2022

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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

Ref: MT/SSA/2021-22/47

Scrip Code: 517344

February 23, 2022

Symbol: “Mindteck”

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

Dear Sir/Madam,

Subject: Postal Ballot Notice-Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We hereby enclose a copy of the Postal Ballot Notice dated February 21, 2022 together with the Explanatory Statement which is sent to all the Members whose names appear on the Register of Members/List of Beneficial Owner as on the cut-off date i.e., February 18, 2022.

The Company has engaged the services of Central Depository Services (India) Limited for providing evoting facility to the Members. The evoting will commence at 9:00 AM (IST) on Thursday, February 24, 2022 and shall end at 5:00 PM (IST) on Friday, March 25, 2022 (both days inclusive).

The results of the same will be declared on or before Sunday, March 27, 2022.

Request you to take the same on record.

Thanking you,

Yours Truly,

For Mindteck (India) Limited

Digitally signed by Shivarama Adiga S Shivarama DN: cn=Shivarama Adiga S, o=Mindteck (India) Limited, ou=Legal and Secretarial, email=shivarama.adiga@mindteck.com, c=IN Adiga S Date: 2022.02.23 16:46:43 +05'30'

Adiga S

Shivarama Adiga S.

VP, Legal and Company Secretary

UNITED STATES INDIA CANADA SINGAPORE MALAYSIA NETHERLANDS PHILIPPINES BAHRAIN GERMANY TURKEY UNITED KINGDOM

MINDTECK (INDIA) LIMITED (CIN: L30007KA1991PLC039702) Regd. Office: A.M.R. TECH PARK, BLOCK 1, 3[RD] FLOOR, #664, 23/24, HOSUR MAIN ROAD, BOMMANAHALLI, BENGALURU-560 068 Ph: +91-80-4154 8000, Email ID: info@mindteck.com; Website: www.mindteck.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of Companies (Management and Administration) Rules, 2014]

TO, THE MEMBERS OF MINDTECK (INDIA) LIMITED

NOTICE IS HEREBY given pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 and any amendments thereto, read with the Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 20/2021 dated December 08, 2021, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), to seek Members’ approval by way of postal ballot only by voting through electronic means (e-voting) in respect of the Resolutions contained as Special Business given hereunder.

Considering the present COVID-19 pandemic and in accordance with the MCA Circulars, the Notice of Postal Ballot is being sent in electronic form only. The hard copy of the Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. The Company will send Postal Ballot Notice (“Notice”) by email to all its Members who have registered their email addresses with the Company or Depository Participant(s) and the communication of assent/dissent of the Members will only take place through the remote e-voting system.

Members are requested to carefully read the instructions provided in the Notice and record their assent ( FOR ) or dissent ( AGAINST ) only through the remote e-voting process not later than 5:00 p.m. (IST) on March 25, 2022, failing which it will be considered that no reply has been received from the Member.

Members' consent is requested for the proposal contained in the Resolution appended herein below.

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 pertaining to the said Resolution setting out the material facts and the reasons thereof is annexed hereto along with a Postal Ballot Notice (the "Notice") seeking the Members’ assent or dissent to the proposed Resolution.

Item No. 1: To approve the increase in remuneration of Mr. Anand Balakrishnan, Managing Director and Chief Executive Officer of the Company.

To consider, and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to Article 77 of the Articles of Association and the provisions of Section 197 read with Schedule V of Companies Act, 2013 and all other applicable Acts, Rules and Regulations including any statutory modification(s) or re-enactment(s) thereof for the time being in force, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended from time to time, and pursuant to the recommendation of the Nomination of Remuneration Committee and the approval of Board of Directors, the consent of the Members of the Company be and is hereby accorded

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for increase in the remuneration of Mr. Anand Balakrishnan (DIN: 05311032), Managing Director and Chief Executive Officer of the Company, as a result of any amount of perquisite value arising out of ESOP Options exercised by him, during his tenure as Managing Director and Chief Executive Officer of the Company.

RESOLVED FURTHER THAT notwithstanding anything to the contrary such remuneration may exceed five (5) percent of the net profits of the Company being the limit specified under Section 197 of the Companies Act, 2013, and in the event of loss or inadequacy of profits in any financial year, Mr. Anand Balakrishnan shall be paid a remuneration of Rs. 1.50 Crore per annum (Rs. 1.25 Crore per annum as a fixed pay and a variable pay not exceeding Rs. 0.25 Crore per annum as may be approved by the Board) and any amount of perquisite value arising out of ESOP Options exercised by him, as Minimum Remuneration as agreed between the Board of Directors and Mr. Anand Balakrishnan as per the limits mentioned in the Section 197(3) read with Schedule V of the Companies Act, 2013 as amended from time to time.

RESOLVED FURTHER THAT all other terms and conditions of his appointment which were approved by the Members in their 29[th] Annual General Meeting held on August 14, 2020, shall remain in force except for the increase in the remuneration as stated above.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby severally authorized to take such steps, actions and do things, deeds, matters including the filing of necessary forms with Ministry of Corporate Affairs and intimation to Stock Exchanges, as may be required or are necessary so as to give proper effect to this Resolution.”

Registered Office : By the Order of the Board of Directors, A.M.R. Tech Park, Block 1, for MINDTECK (INDIA) LIMITED 3[rd] Floor, #664, 23/24, Hosur Main Road, S/dBommanahalli, Bengaluru-560 068 Shivarama Adiga S. Vice-President, Legal and Company Secretary

February 21, 2022 Bengaluru

NOTES:

• 1 The explanatory statement and reasons for the proposed Resolution pursuant to Section 102 of the Companies Act, 2013 setting out material facts is annexed hereto.

• 2 The notice of the Postal Ballot will also be placed on the Company’s website (www.mindteck.com) which will remain till the last date of e-voting for the Members.

• 3 The Company has appointed Mr. Gopalakrishnaraj H H, Practicing Company Secretary (FCS No: 5654, CP No. 4152), Bengaluru, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

• 4 In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Physical Shareholders are requested to update their email address with the Company’s Registrar and Share Transfer Agent (RTA) i.e. Universal Capital Securities Private Limited, C 101, 247 Park, LBS Road, Vikhroli West, Mumbai – 400083, Email: info@unisec.in. Demat Shareholders are requested to update their email address with their respective Depository Participants. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

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• 5 Members may note that this Postal Ballot Notice will also be available on the Company’s website (www.mindteck.com), websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com) and on the website of Central Depository Services (India) Limited (“CDSL”), (www.evotingindia.com)

• 6 Upon completion of the scrutiny, the Scrutinizer will submit his report to the Chairman or the Company Secretary of the Company. Subsequently, the result of the Postal Ballot will be announced by the Chairman or the Company Secretary of the Company latest by March 27, 2022.

• 7 The results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website ( www.mindteck.com) and on the website of CDSL ( www.evotingindia.com ) after passing of the Resolutions and communicated to the Stock Exchanges, where the shares of the Company are listed.

• 8 The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e. March 25, 2021.

• 9 In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rules framed there under and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Members are provided with the facility to cast their vote electronically through the e-voting services provided by CDSL on all resolutions set forth in this Notice.

A. The instructions for shareholders voting electronically are as under:

• (i) The voting period begins on February 24, 2022 (9.00 a.m. IST) and ends on March 25, 2022 (5.00 p.m. IST). During this period, shareholders of the Company, holding shares either in physical mode or in dematerialized mode, as on the cut-off date (record date) of February 18, 2022, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under the Regulation 44 of SEBI LODR Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e- voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iii) In terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility. Pursuant to aforesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

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Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user ID and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login, the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting the vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email ID as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is

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Individual Shareholders (holding securities in demat mode) login through their Depository Participants

launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(iv) Login method for e-Voting for demat shareholders (other than individual) and physical shareholders:

• a. Log on to the e-voting website www.evotingindia.com.

• b. Click on “Shareholders” module.

• c. Now Enter your User ID

• For CDSL: 16 digits beneficiary ID,

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• Members holding shares in Physical Form should enter Folio Number registered with the Company.

• d. Next enter the Image Verification as displayed and Click on Login.

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• e. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is required to be used.

• f. If you are a first-time user follow the steps given below:

f.	www.evotingindia.comand voted on an earlier voting of any Company, then yo existing password is required to be used. If you are a first-time user follow the steps given below:
	For Members holding shares in Demat mode (other than individual) and Physical Form
PAN	• Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders) • If you have not updated your PAN with the Company/Depository Participant, you are requested to use the sequence number sent by Company/RTA or contact the Company/RTA. In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Example: if your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in DD/MM/YYYY format) as recorded in your Demat account or in the Company records in order to login. • If both the details are not recorded with the Depository or Company, please enter the Member ID/Folio number in the Dividend Bank details field as mentioned in instruction (iv)(c).

• (v) After entering the above details appropriately, click on “SUBMIT” tab.

• (vi) If you hold shares in physical mode, you will directly reach the Company selection screen. However, Members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting on resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice.

• (viii) Click on the EVSN for Mindteck (India) Limited on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a printout of the votes cast by clicking on “Click here to print” option on the Voting page.

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(xiv) If a Demat account holder has forgotten the changed login password, then enter the User ID

and the image verification code and click on “Forgot Password”, and enter the details as prompted by the system.

• (xv) Facility for Non – Individual Shareholders and Custodians –Remote Voting

• a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the ‘Corporates’ module.

• b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• d. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• f. Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; shivarama.adiga@mindteck.com, if voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ID/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

1. For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to Company/RTA email ID.

1. For Demat shareholders (other than Individuals) - Please update your email IDs and Mobile No. with your respective Depository Participants (DP)

2. For Individual Demat shareholders – Please update your email ID and Mobile No. with your respective Depository Participants (DP) which is mandatory for e-Voting.

B. Other Instructions:

• I. The e-voting period commences on February 24, 2022 (9.00 a.m. IST) and ends on March 25, 2022 (5.00 p.m. IST). During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on February 18, 2022 ( cut-off date) , may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• II. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on February 18, 2022 (cut-off date) .

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• III. Mr. Gopalakrishnaraj H H., Practicing Company Secretary (Membership No. FCS 5654), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• IV. The Scrutinizer shall, within a period not exceeding 48 hours from the conclusion of the e-voting on the last day of the Postal Ballot, unblock all the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman or Company Secretary of the Company.

• V. The results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website (www.mindteck.com) and on the website of CDSL (www.evotingindia.com) within 48 hours of the passing of the Resolutions through this Postal Ballot and shall be communicated to the Stock Exchanges, where the shares of the Company are listed.

• VI. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com. Alternatively, call 022-23058542/43.

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item no. 1:

Mr. Anand Balakrishnan was appointed as Managing Director and Chief Executive Officer of the Company w.e.f. March 01, 2020, for a period of three (3) years. The same was approved by the Members of the Company at their 29[th] Annual General Meeting held on August 14, 2020.

The remuneration of Rs. 1.50 Crore per annum (Rs. 1.25 Crore per annum as fixed pay and variable pay not exceeding Rs. 0.25 Crore per annum) was approved by the Members and the detailed terms and conditions were provided in the explanatory statement to the Notice of the 29[th] AGM of the Company.

Mr. Anand Balakrishnan was granted 1,00,000 stock options under Mindteck Employees Stock Options Scheme 2014 at Rs. 34.70 on February 26, 2019, when he was designated as Chief Operating Officer. As these options were already granted before his appointment as Managing Director and Chief Executive Officer of the Company, this was not part of the terms and conditions of his appointment as Managing Director and Chief Executive Officer of the Company.

Any perquisite amount arising out of exercise of options shall be added to his remuneration though it was granted before his appointment as Managing Director and Chief Executive Officer of the Company. By virtue of this, there would be an increase in the remuneration, compared to the remuneration amount approved by the Members at their 29[th] Annual General Meeting held on August 14, 2020.

In the event of loss or inadequacy of profits in any financial year, notwithstanding anything to the contrary, Mr. Anand Balakrishnan shall be paid a remuneration of Rs. 1.25 Crore per annum as fixed pay and variable pay not exceeding Rs. 0.25 Crore per annum as may be approved by the Board and any amount of perquisite value arising out of ESOP Options exercised by him as the Minimum Remuneration as agreed between the Board of Directors and Mr. Anand Balakrishnan as per the limits mentioned in the Section 197(3) read with Schedule V of the Companies Act, 2013 as amended.

All other terms and conditions which were approved by the Members at their 29[th] Annual General Meeting held on August 14, 2020, shall continue to remain in force.

None of the Directors, Key Managerial Personnel of the Company including their relatives are interested or concerned in the resolutions, except Mr. Anand Balakrishnan and his relatives.

The Resolution seeks the approval of the Members in terms of Section 197 read with Rules made thereunder along with Schedule V and other applicable provisions of the Companies Act, 2013, for increase in the remuneration to Mr. Anand Balakrishnan during his tenure as Managing Director and Chief Executive Officer of the Company.

In light of the above, Members are requested to accord their approval to the Special Resolution as set out at agenda Item no. 1 of the accompanying notice.

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The statement as per Section II (iv) of Part II of Schedule V to the Companies Act, 2013 is set out below:

STATEMENT AS PER SECTION II (iv) OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013

I. General Information

I. General Information
1. Nature of industry	Information Technology
2. Date or expected date of commencement of commercial production	Not Applicable
3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable
4. Financial performance based on given indicators	Rs. In Million
	Details	FY 2018-19	FY 2019-20	FY 2020-21
	Paid Up Capital	256.20	256.20	256.20
	Reserves & Surplus	1595.30	959.90	1046.80
	Turnover	1076.30	923.10	1039.80
	Profit/(Loss) Before Tax	102.70	(588.10)	139.70
	Profit/(Loss) After Tax	71.90	(592.40)	85.3
5. Foreign Investment or Collaboration, if any	Embtech Holdings Limited, Mauritius is the Promoter of the Company. The Company has not invested in any foreign investment or collaboration other than in its Subsidiaries.

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II. Information about Mr. Anand Balakrishnan

(1) Background details	Mr. Anand Balakrishnan is a highly accomplished financial management and accounting executive with over two decades of experience at leading organizations, such as PwC, KPMG, Jardine Lloyd Thomson, and GE Healthcare. His tenures at Mindteck include Chief Financial Officer from September 2014 to July 2017, and more recently Chief Operating Officer since January 2019. He is an Associate Member of both the Institute of Chartered Accountants of India and the Institute of Cost Accountants of India. He holds a bachelor’s degree in Commerce from Bangalore University and has also passed the CPA examination held by American Institute of Certified Public Accountants.
(2) Past 3 (Three) Financial years remuneration	INR 1,26,88,960 for the FY 2020-21. INR 96,44,219 for the FY 2019-20. INR 26,23,154 for the FY 2018-19 (Remuneration is for part of the year as hejoined on January30,2019 as Chief OperatingOfficer).
(3)Recognition or awards	NIL
(4) Job profile and his suitability	Mr. Anand Balakrishnan shall be responsible for performing all the duties that are customary to the position of MD & Group CEO and shall report to the Board of Directors of the Company. Such duties shall include full power and authority for the overall management and direction of the business of the Company and its subsidiaries, subject only to the provisions of law and overall direction by the Board of Directors, and including such other duties as may, from time to time, be assigned to Mr. Anand Balakrishnan by the Board of Directors of the Company. As MD & Group CEO his responsibilities shall include, but shall not be limited to, (i) developing and implementing corporate strategy and overall corporate development of the Company and all its subsidiaries abroad (ii) achieving the financial budgets, targets and other financial or client related objectives as may be set by the Board of Directors, (iii) maintaining and cultivating clients/institutional relationships and providing input on alliances, partnerships and acquisitions for the Company on a global scale (iv) Integrating and motivating the management team and strengthening the internal processes and operations of the Company and its subsidiaries (v) maintaining relations with the shareholders (and all other stakeholders) and making every effort towards building profitable business lines and client relationships. He has considerable experience in the IT industry as he worked in the capacity of Chief Financial Officer and Chief Operating Officer.
(5) Remuneration proposed	Rs. 1.50 Crore per annum (fixed pay of Rs. 1.25 Crore per annum and a Variable pay not exceeding Rs. 0.25 Crore per annum as may be approved by the Board) plus any amount of perquisite value arising out of exercise of ESOP Options.
(6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the countryof his origin)	Well within industry norms

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(7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel or other directors, if any.	NIL

III. Other information:

III. Other information:
(1) Reasons of loss or inadequate profits	There is no loss, but the Company’s standalone profit is inadequate to meet the percentage criteria stipulated in the Companies Act, 2013. However, Company has sufficient profits as per Consolidated Financial Statement.
(2) Steps taken or proposed to be taken for improvement:	IT Industry is subjected to many external constraints and effective measures are being taken to reduce the establishment cost and improve the profitability.
(3) Expected increase in productivity and profits in measurable terms	The Company hopes to increase the revenue and profits by improved margins in current and future years.

IV. Disclosures: The required disclosures shall be mentioned in the Board of Directors Report under the heading ‘Corporate Governance’ in the Annual Report of FY 2021-22.

• (1) Details of fixed component and performance linked incentives along with the performance Criteria;

Fixed Pay: Rs 1.25 Crore per annum (Rupees One Crore Twenty-Five Lakhs only) Variable Pay: Not Exceeding Rs 0.25 Crore per annum (Rupees Twenty-Five Lakhs only) as may be approved by the Board.

The criteria for making payment to Managing Director and Chief Executive Officer is as per Nomination and Remuneration Policy adopted by the Company which is displayed on the website of the Company.

• (2) Service contracts and notice period: The Company has executed formal service contract with Mr. Anand Balakrishnan, Managing Director and Chief Executive Officer for a period of 3 years with a Notice Period of 90 days.

• (3) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable:

Mr. Anand Balakrishnan was granted 1,00,000 options at Rs. 34.70/- on February 26, 2019, under Mindteck Employees Stock Options Scheme 2014. These stock options shall vest @ 1/3rd on the completion of every year from the date of grant. The said stock options can be exercised within the maximum period of 60 months from the date of vesting.

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Information as per Secretarial Standards

Name	Mr. Anand Balakrishnan
Age	48 years
Date of first appointment on the Board	February 14, 2020
Qualifications	Anand is an Associate Member of both the Institute of Chartered Accountants of India and the Institute of Cost Accountants of India. He holds a Bachelor’s degree in Commerce from Bangalore University, and has also passed the CPA examination held by American Institute of Certified Public Accountants.
Term of the Appointment	March 01, 2020 to February 28, 2023
Remuneration	Rs. 1.50 Crore per annum (fixed pay of Rs. 1.25 Crore per annum and variable pay not exceeding Rs. 0.25 Crore per annum as may be approved by Board) plus any amount of perquisite value arising out of exercise of ESOP Options.
Other terms and conditions	Saving and retirement plans:As per the existing policy of the Company. Insurance:Group Medical and Group Accident Policies. Other Benefits:Leave as per existing Company policy.
Notice Period	90 days
Experience	Over 20 years
Remuneration last drawn	Rs. 1,25,00,000/- p.a. as Managing Director and Chief Executive Officer of the Company.
Shareholding in the Company (as on December 31, 2021)	NIL
Relationship with other Directors/KMP of the Company	NIL
Number of Board Meetings attended during the FY 2021-22	Four (4) Board Meetings
Directorships in other Companies	NIL
Chairman/Member of the Committee(s) of Board of Directors in other Companies in which he is a director	NIL

By order of the Board of Directors For Mindteck (India) Limited.

S/dShivarama Adiga S.

Vice President, Legal and Company Secretary

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