Mindteck (India) Ltd - Earnings Release 2024

Mindteck (India) Limited

www.mindteck.com

(CIN: L30007KA1991PLC039702) Regd. Office: 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/2023-24/49 Scrip Code: 517344 February 07, 2024 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 Sir/Madam,

Subject: Submission of Financial Results pursuant to Regulation 33 and Outcome of Board Meeting held on February 07, 2024, pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We would like to inform you that the Board of Directors of the Company has approved the Unaudited Financial Results for the Quarter and Nine months ended December 31, 2023, at its meeting held on February 07, 2024, commenced at 03:35 p.m. IST and concluded at 04:30 p.m. IST.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI Listing Regulations"), we would like to inform you that Mr. Shivarama Adiga S. (ACS 8514), has taken retirement from the position of Vice President-Legal, Company Secretary & Compliance Officer of the Company. His last working day as Company Secretary & Compliance Officer, with the Company, will be March 31, 2024.

The Board of Directors places its sincere appreciation for the unstinted support of Mr. Shivarama Adiga S. during his term as the Company Secretary & Compliance Officer of the Company. The relevant information pursuant to Regulation 30 of SEBI Listing Regulations read with SEBI Circular No SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023:

Sl. No.	Particulars	Details
1.	Reason for change i.e.,	Mr. Shivarama Adiga S. has decided to retire from the position of Company
	appointment/ reappointment/	Secretary and Compliance Officer.
	resignation, removal, death or
	otherwise.
2.	Date of appointment/	Last working day at the Company as Company Secretary and Compliance
	reappointment / cessation	Officer: March 31, 2024
3.	Brief profile in case of	Not Applicable
	appointment
4.	Disclosure of relationship	Not Applicable
	between Directors (in case of
	appointment of Director)

5.	Date and Time of Material	From the closing hours of February 07, 2024
	Event

We would also like to intimate that Board of Directors have appointed Mr. Sathya Raja G. (ACS 50874) as an Associate Vice President-Legal, Company Secretary and Compliance Officer of the Company w.e.f. April 01, 2024. The relevant information pursuant to Regulation 30 of SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023:

UNITED STATES INDIA SINGAPORE MALAYSIA BAHRAIN UNITED KINGDOM

Mindteck (India) Limited

(CIN: L30007KA1991PLC039702) Regd. Office: 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

Sl. No.	Particulars	Details
1.	Reason for change i.e., appointment/ reappointment/ resignation, removal, death or otherwise.	Mr. Sathya Raja G. has been appointed for the position of Company Secretary and Compliance Officer w.e.f. April 01, 2024.
2.	Date of appointment/ reappointment / cessation	April 01, 2024
3.	Brief profile in case of appointment	Mr. Sathya Raja G. is a Qualified Company Secretary and an MBA graduate. He has been working with the Company for more than 10 years and was designated as Deputy Company Secretary before taking the position of Company Secretary and Compliance Officer and was looking after the Compliances, Commercial Contracts vetting and Company Secretarial activities of the Company.
4.	Disclosure of relationship between Directors (in case of appointment of Director)	Not Applicable
5.	Date and Time of Material Event	From the closing hours of February 07, 2024

Further we would like to intimate that the Board of Directors have granted 1,50,000 ESOPs under Mindteck Employee Stock Option Scheme 2008 to the eligible employees at Rs. 238.75 being the closing price of the previous day of the NSE.

Please find the enclosed:

1. Unaudited Standalone Financial Results for the Quarter and Nine months ended December 31, 2023.
1. Unaudited Consolidated Financial Results of the Company and its Subsidiaries for the Quarter and Nine months ended December 31, 2023.
1. Copy of the Limited Review Report by Statutory Auditor for Standalone Financial Results for the Quarter and Nine months ended December 31, 2023.
1. Copy of the Limited Review Report by Statutory Auditor for Consolidated Financial Results for the Quarter and Nine months ended December 31, 2023.

You are requested to take the above information on record.

Thanking you, Yours Truly,

For Mindteck (India) Limited

Anand Balakrishnan Managing Director and CEO

	MINDTECK (INDIA) LIMITED A.M.R TECH PARK, BLOCK I, 3RD FLOOR,# 664, 23/24, HOSUR MAIN ROAD
	BOMMANAHALLI, BENGALURU 560 068
	CIN:L30007KA1991PLC039702
	STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER J 1, 2023
							(Rs. in Lakhs, except ver share data)

			Quarter e11ded		Nine months ended		Year ended
SI.No.	Pa11iculal's		December 31, September 30, Dec em her 31,		Decem her 31,	December 31,
		2023	2023	2022	2023	2022	March 31, 2023
		Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
1	Income
	a) Revenue from operations	3,467	3,450	3,156	10,359	9,590	12,951
	b) Other income	105	103	105	316	276	329
	Total income (a+b)	3 572	3 553	3 261	10675	9 866	13 280

2	Expenses
	a) Cost of technical sub-contractors	94	91 2,441	93 2,372	264 7,198	307	389
	b) Employee benefits expense c) Finance costs	2,440 II	12	16	37	6,912	9,196
	d) Depreciation and amortisation expense	107	107	107	322	44 319	60 427
	e) Other expenses	345	347	236	1 178	952	1 253
	Total expenses (a+b+c+d+c)	2 997	2 998	2 824	8999	8 534	11 325

3	Profit before tax (1·2)	575	555	437	1676	1332	1.955

4	Tax expense (net)
	Current tax	148	154	132	443	346	514
	Tax relating to earlier years					(27)	(27)
	Deferred tax charge/( credit)	(15)	(14)	2	(20)	22	(19)
	Total tax expense	133	140	134	423	341	468
5	Profit for the period/year (3-4)	442	415	303	1.253	991	1487

6	Other comprehensive income/(loss)
	Items that will not be reclassified_ subseque111ly lo profit or loss
	Remeasurement gain/(loss) on defined benefits plan	(2)	(15)	(7)	10	(I)	(I)
	Income tax relating to items that will not be reclassed to profit or loss		4	2	(3)
	Other comprehensive income/Ooss) for the period/year net of taxes	m	nn	15)	7	(I)	(I)
7	Total comprehensive income for the period/year (S+6)	440	404	298	1260	990	1486

8	Paid-up equity share capital (Face value of Rs. 10 per share)	2,532	2,531	2,538	2,532	2,538	2,527

9	requity						12,056

10	Earnings per share (Not annualised in the case of the interim period)
	Basic (in Rs.)	1.74	1.64	1.18	4.95	3.86	5.82
	Diluted (in Rs.)	1.73	1.64	1.18	4.92	3.84	5.78

MINDTECK (INDIA) LIMITED A.M.R TECH PARK, BLOCK I, 3RD FLOOR,# 664, 23/24, HOSUR MAIN ROAD BOMMANAHALLI, BENGALURU 560 068 CIN:L30007KA1991PLC039702 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2023

The above statement of unaudited standalone financial results ('the Statement') of Mindteck (India) Limited ('the Company') for the quarter and nine months ended December 31, 2023, have been reviewed by the Audit Committee and thereafter approved by the Board of Directors in their meeting held on February 7, 2023.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 S, as amended.

In accordWJce with Ind AS 108, Operating segments, segment infom1ation has been provided in the consolidated finwicial results of the Company wid therefore nu separate disclosure on segment infomiatiun is given in these standalone financial results.
The Board of Directors in their meeting held on August 11, 2022 had approved buy back not exceeding Rs. 1,3 70 lalchs, from open market through the stock exchange mechanism. The buyback of equity shares commenced on August 24, 2022 and the Company bought back S 14,224 equity shares at a volume weighted average buyback price of Rs.139.34 per equity share and extinguished subsequently. In accordance with Section 69 of the Companies Act 2013, as at March 31, 2023, the Company has created 'Capital Redemption Reserve' of Rs.SI lakhs equal to the nominal value of the shares bought back as an appropriation from free reserves. Buy·hack of the equity shares closed effective from closure of trading hours of January 30, 2023.
During the nine months ended December 3 I, 2023, 48,333 ESOPs were exercised by employees under various Mindteck Employee Stock Option Scheme, resulting in increase in equity share capital by Rs.S lakhs and securities premium account by Rs.47 lakhs including transfer from ESOP reserve to securities premium account.

for and on behalf of the Board of Directors of Mindteck (India) Limited

Place : Bengaluru Dale : February 7, 2024

Noles:

	MINDTECK (INDIA) LIMITED A.M.R TECH PARK, BLOCK I, 3RD FLOOR, #664, 23/24, HOSUR MAIN ROAD
	BOMMANAHALLI, BENGALURU 560 068
	CIN:L30007KA1991PLC039702
	STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2023					(Rs. in Lakhs, except per share data)

			Quarter ended		Nine months ended	Year ended
Sl.No.	Particulars	December 31,	September 30,	December 31,	December 31,	December 31.	March 31, 2023
		2023	2023	2022	2023	2022
		Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
$\mathbf{1}$	Income a) Revenue from operations	9,575	9,847	8,266	28,763	24,799	33,673
	b) Other income	152	160	98	480	334	443
	Total income (a+b)	9,727	10,007	8,364	29,243	25,133	34,116

$\mathbf{2}$	Expenses
	a) Cost of technical sub-contractors	2,152	2,345	1,777	6.571	5,265	7,295
	b) Employee benefits expense	5,949	5,972 22	5,268 26	17,538 70	15,736 76	21,129
	c) Finance costs d) Depreciation and amortisation expense	22 111	110	110	333	342	101 453
	e) Other expenses	620	654	473	2,164	1,775	2,540
	Total expenses (a+b+c+d+e)	8,854	9,103	7,654	26,676	23,194	31,518

$\mathbf{3}$	Profit before tax (1-2)	873	904	710	2,567	1,939	2,598

$\overline{\bf{4}}$	Tax expense (net)
	Current tax Tax relating to earlier years	169	177	157 $\blacksquare$	504	408 (27)	567 (27)
	Deferred tax charge/(credit)	(15)	(14)	$\overline{2}$	(20)	22	(19)
	Total tax expense	154	163	159	484	403	521

5	Profit for the period/year (3-4)	719	741	551	2,083	1,536	2,077

6	Other comprehensive income/(loss)
	Items that will be reclassified subsequently to profit or loss Net exchange difference on translation of foreign operation	152	36	300	115	581	553

	Items that will not be reclassified subsequently to profit or loss
	Re-measurement gain/ (loss) on defined benefit plans	(2)	(14)	(7)	10	(1)	(1)
	Income tax relating to items that will not be reclassed to profit or loss			$\overline{2}$	(3)
	Other comprehensive income/(loss) for the period/year, net of taxes	150	26	295	122	580	552

7	Total comprehensive income for the period/year (5+6)	869	767	846	2,205	2,116	2,629
8		2,490	2,490	2,497	2,490	2,497	2,486
	Paid-up cquity share capital (Face value of Rs. 10 per share)
9	Other equity	٠	$\blacksquare$	$\overline{\phantom{a}}$	٠	$\frac{1}{2}$	16,578

10	Earnings/ (Loss) per share (Not annualised in case of interim periods)				8.37
	Basic (in Rs.) Diluted (in Rs.)	2.89 2.82	2.97 2.91	2.19 2.14	8.18	6.08 5.95	8.26 8.08

See accompanying notes to the financial results

BOMMANAHALLI, BENGALURU 560 068
	CIN:L30007KAI991PLC039702 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2023
Notes :
	1l1c above statement of unaudited consolidated financial results ('the Statement') ofMindteck (India) Limited ('the Company1 for the quarter and nine montl1s ended December 31 , 2023, have been reviewed by the Audit Committee and thereafter approved by the Board ofDin.:ctors in their meeting held on February 7, 2024.
	11tese consolidated financia1 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 te1T11s of Regulation 33 of the SEBJ (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
	1l1e Company has consolidated tl1e financial statements oftl1c Mindtcck 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 4,16,000 shares. To give effect to the consolidation of the Trust, Rs. 41 lakhs has been reduced from equity share capita1, Rs. 362 lakhs has been reduced from securities premium account and Rs. 32 lakhs has been adjusted in reserves. The shares held by the Trust we1-c 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 ""Cnablcd services to subsidiaries within the Group. Since IT-enabled services arc rendered lo subsidiruies which arc 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 U1e ·management approach• as dcfim:d in Ind AS 108 Operating Segments, U1c Chief Operating Decision Maker aJso c\·aJuatc.:s the Group perfom1ancc and allocates resources based on an anaJysis of various performance indicators by geographical areas. Accordingly, infom1ation has been presented in respect of such geographical segments.
	The accounting principles consistently used in the preparation of the consolidated financiaJ statements arc also consistently applied to record income and expenditure in the individua1 segments.
	Geol"raohical se2menls						fRs. ;n LakhsJ
		Ouarter ended			Nine months ended		Year ended
	Revenue from external customers by location of customers	December 31,	September 30,	December 31,	December 31,	December 31,	March 31,2023
		2023	2023	2022	2023	2022
		Unaudited	Unaudited	Unaudhed	Unaudited	Unaudited	Audited
	-USA	4 142	4 632	3 833	12 977	12 007	15 979
	-India	1413	I 343	I 078	4 112	3 160	4440
	Rest of the world Total	4 020 9 575	3 872 9 847	3 355 8 266	II 674 28 763	9 632 24 799	13.254 33 673

MINDTECK (INDIA) LIMITED A.M.R TECH PARK, BLOCK I, JRD FLOOR,# 664, 23/24, HOSUR MAIN ROAD

The consolidated financial results includes balanC(:S of its direct and indirect subsidiaries namely Mindtcck Inc., Mindtcck Singapore Pte. Ltd., Mindteck Solutions Philippines lnc.(under closure), Mindteck (UK) Limited, Mindteck Gem1any GmbH, Mindteck Middle East Limited WLL, Mindteck Software Ma1aysia SON BHD, Chendle Holdings Ltd, Mindteck Canada Inc. and Mindteck Employees Welfare Trust.

The Board of Directors vide meeting dated May 28, 2019 approved the closure of Mindteck Solutions Philippines Inc., Philippines due to continuous loss. The closure process for Mindleck Solutions Philippines Inc., Philippines has been initiated. The impact of such closure was not considered 111ateria1.

During the nine months ended December 31 , 2023, 48,333 ESOPs were exercised by employees under various Mindtcck Employee Stock Option Scheme, resulting in increase in equity share capital by Rs.5 lakhs and securities premium account by Rs.47 lakhs including transfer from ESOP reserve to securities premium account.

for and on beha1fofthc Board of Directors of (""'" ""'"' ~·· Anand alakrishnan CEO an Managing Director Place: Bcngaluru Date : February 7, 2024

Chartered Accountants

Suresh Sur;ina & Associates LLP

Independent Auditors' Review Report on the unaudited quarterly and year to date Standalone Financial Results of Mindteck (India) Limited, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Mindteck (India) Limited

1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of Mindteck (India) Limited ("the Company") for the quarter and nine months ended December 31 , 2023 ("the Statement"), attached herewith being submitted by the Company pursuant to the requirements of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended (the "Listing Regulations").
1. The Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) 'Interim Financial Reporting' prescribed under Section 133 of the Companies Act, 2013 ("the Act") as amended read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
1. We conducted our review in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by The Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of the Company's personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Chartered Accountants

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Act, read with relevant ru les issued thereunder and other recognised accounting practices and policies, has not disclosed the information required to be disclosed in terms of Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Suresh Surana & Associates LLP Chartered Accountants Firm' Registration No.121750W I W-100010

Raje~ Partner Membership No.: 040833 ICAI UDIN: 24040833BKDWNY2750

Place: Bengaluru Date: February 07, 2024

Chartered Accountants

Suresh Sur.ma & Associates LLP

Independent Auditors' Review Report on the unaudited quarterly and year to date Consolidated Financial Results of Mindteck (India) Limited, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Mindteck (India) Limited

1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Mindteck (India) Limited ("the Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") for the quarter and nine months ended December 31 , 2023 ("the Statement"), attached herewith being submitted by the Holding Company pursuant to the requirements of Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended (the "Listing Regulations").
1. The Statement, which is the responsibility of the Holding Company's Management and approved by the Company's Board of Directors has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) 'Interim Financial Reporting' prescribed under Section 133 of the Companies Act, 2013 ("the Act") as amended read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
1. We conducted our review in accordance with the Standard on Review Engagements (SRE) 241 O "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by The Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of the Company's personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD 1/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

1. The Statement includes the results of the Holding Company and the following wholly owned subsidiary entities:
a. Mindteck Inc., USA
b. Mindteck Software Malaysia SON, BHD, Malaysia
Mindteck Middle East Limited WLL, Kingdom of Bahrain
Mindteck (UK ) Limited, United Kingdom

Chartered Accountants

e. Mindteck Singapore Pte. Limited, Singapore
f. Mindteck Canada Inc., Canada
g. Mindteck Germany GmbH, Germany
h. Chendle Holdings Ltd., BVI
i. Mindteck Solutions Philippines Inc, (Under closure)
j. Mindteck Employees Welfare Trust
1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Act, read with relevant rules issued thereunder and other recognized accounting practices and policies, has not disclosed the information required to be disclosed in terms of Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Suresh Surana & Associates LLP Chartered Accountants Firm's Registration No.121750W I W-100010

Partner Membership No.: 040833 ICAI UDIN: 24040833BKDWNZ1467

Place: Bengaluru Date: February 07, 2024

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Mindteck (India) Ltd Earnings Release 2024

60261_rns_2024-02-07_ad30ce03-9464-4a3c-8120-3bed54fb3997.pdf