Your Directors are pleased to present the Thirty-first (31^st) Annual Report together with the Audited Financial Statements of the
Company for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY

1.1 PERFORMANCE AT A GLANCE

Revenue

Revenue from operations stood at H9,964.30 million in 2025-26
compared to H8,413.70 million in 2024-25, registering a year-on-
year increase of 18.43%. The Increase was primarily attributable
to increase in RFP business revenue The Profit After Tax (PAT)
during the year was H 943.20 million as compared to H 925.80
million in previous year. The company has made provision for
Tax of H 295.30 million (Current Year Tax).

Expenses

The total expenses of the company stood at H 9,416.60 million in
2025-26 compared to H7,912.60 million in 2024- 25, registering a y-o-y
increase of 19.01%. The increase in expenses was due to increase in
salary cost and RFP related cost.

Profitability
Profit before tax

The Company''s profit before tax stood at H 1,238.50 million in
2025-26 compared to H 1,185.50 million in 2024-25.

Profit after tax

The Company''s profit after tax stood at H 943.20 million in
2025-26 compared to H 925.80 million in 2024-25.

1.2 DIVIDEND

The Board of Directors have recommended a dividend of 100%

i.e. H 10/- per equity share (on the face value of H 10 each)
for FY 2025-26 for consideration of the Shareholders. The
dividend distribution would result in a cash outflow of H 406.20
million (approx.) (Pay- out ratio of 43% approx.). The Dividend
Declaration Policy is available on the Company Websitehttp://
www.protRantRch.in/corporatR-governancR.

1.3 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

2. PROGRESS AT PROTEAN EGOV

A. KEY PROJECTS

Tax Modernization Services

1) Tax Information Network (TIN)

Your company has established and manages nationwide
Tax Information Network (TIN) on behalf of Income Tax
Department (ITD). The principal component of TIN is the
automation of system for administering Tax Deducted
at Source (TDS) which today forms a significant part of
direct tax collection. Besides, TIN provides a facility for
Government Categories of Filers to furnish Statement
of Financial Transactions (SFT) containing information
regarding high value transactions undertaken by various
taxpayers. TIN also provides a facility to Government Offices
for upload of Form 24G Statements to be filed by Account
Offices (AO/PAO/DTO). These Account Offices are identified
by an Account Office Identification Number (AIN) which is
mandatorily required for furnishing Form 24G Statements.
Your Company processes applications for issuance of AIN to
Account Offices. Your company also processes applications
for issuance of Permanent Account Number (PAN) and Tax
Deduction and Collection Account Number (TAN).

2.) Online PAN Verification (OPV) Facility

Your company has established a facility to enable authorized
entities to avail internet based service for verification
of PANs i.e. Online PAN Verification facility on behalf of
Income Tax Department. The users have three options for
accessing this service viz;

1. Screen based PAN verification

2. File based PAN verification

3. Software API based PAN verification

Social Security & Welfare

3) Central Recordkeeping Agency Services (CRA)

India''s social security landscape is undergoing significant
transformations in response to increasing formalization,
rising life expectancy, and the growing need to address
income insecurity for informal and gig economy workers.
As of March 31, 2026, the National Pension System
(NPS) and Atal Pension Yojana (APY) have collectively
surpassed 9.39 crore subscribers, driven by policy reforms,
platform innovation, and inclusive outreach. Protean
eGov Technologies Limited has been a pioneer in this
space, conceptualizing, designing, and developing the
Central Recordkeeping infrastructure for India''s pension
ecosystem. With over 16 years of experience in expanding
technology-led pension infrastructure at a population scale,
Protean has built India''s first Digital Pension Infrastructure
and currently serves as the largest Central Recordkeeping
Agency (CRA) for NPS and APY, boasting a combined market
share of over 97%. As the CRA, Protean has established
robust IT infrastructure and handles administration and
customer service functions for all subscribers, playing a
vital role in India''s pension ecosystem.

Certificate in accordance with Regulation 18(2b) Pension
Fund Regulatory and Development Authority (Central
Recordkeeping Agency) (Amendment) Regulations, 2023 is
enclosed as Annexure - E. The company maintains separate
accounts in relation to CRA activities under NPS and other
pension schemes. Separate audited financial Statement
for CRA activities is included under Financial statement
of Annual Report.

Audit of Processes & Operations

Protean has established a robust governance and control
framework to ensure compliance with the regulatory
requirements governing CRA operations. As part of this
framework, comprehensive audits of CRA processes,
systems, operations and controls are conducted through
empanelled Internal Auditors on a quarterly basis. The
scope of such audits encompasses operational processes,
system controls, regulatory compliance, reconciliation
mechanisms, implementation of regulatory amendments,
and the adequacy and effectiveness of internal control
systems. The audit observations, recommendations and
improvement areas identified through these reviews are
examined in detail by the management and appropriate
corrective and preventive actions are undertaken.

National Pension Scheme (NPS)

i. NPS Government Sector:

The Government Sector consists of Central Government
(including Central Autonomous Bodies) and State
Governments/ Union Territories (including State
Autonomous Bodies). Protean has been servicing India
both at the Centre and State level from the initialization of
NPS and continuing to have major market share. So far, 32
State Governments/ Union Territories have entered into
agreement with Protean for availing its services as CRA.
During FY 2025-26, more than 76,000 Nodal Offices were
registered for Government Sector. In totality, more than
28,900 Nodal Offices of Central Government (including the
offices of 718 CABs) and 3.38 Lakh Nodal Offices of State
Governments (including the offices of 2,179 SABs) are
registered with Protean.

ii. NPS Private Sector:

As part of the pension offerings, Protean offers NPS
services to Private Sector consisting of All Citizens of India
sector (also referred to as Unorganized Sector i.e. UOS)
and Corporate Sectors (B2C and B2B). As of March 31,
2026, 107 entities were acting as Points of Presence (POPs)
servicing subscribers under these sectors through more
than 1,07,158 touch points across the country. So far, more
than 19,200 Corporates have been registered to enroll
their employees as NPS subscribers under NPS which also
includes Public Sector Banks and Public Sector Enterprises
who have mandatorily implemented NPS.

iii. NPS Vatsalya:

Pension scheme for Minors: In line with the Government''s
vision to expand pension coverage and in still financial
discipline from an early age, the National Pension System

(NPS) Vatsalya was launched in September 2024. Aimed at
minors, this pioneering scheme allows individuals to enroll
in the NPS right from infancy, offering an extended vesting
period and harnessing the power of compounding to build a
substantial retirement corpus over time.

As highlighted by Honorable Finance Minister Smt. Nirmala
Sitharaman at its launch, NPS Vatsalya promotes a
disciplined savings habit from a young age and provides
a government-backed platform for long-term wealth
accumulation. The initiative also addresses the growing
need for pension preparedness in the context of India''s
ageing population and increasing life expectancy. The
response to the scheme has been overwhelmingly
positive — with over 1 lakh accounts opened within the
first six months, and Protean capturing nearly 75% of its
market share. NPS Vatsalya marks a significant step in
India''s pension reform journey — enabling early financial
inclusion, encouraging lifelong savings, and empowering
the next generation to retire with dignity. During FY 2025-26,
49,593 NPS Vatsalya accounts have been generated and as
on March 31,2026 there are 1,24,262 NPS Vatsalya accounts
contributing to 58% of its market share. Further, during
the year, NPS Vatsalya Aashirwad facility was introduced,
enabling extended family members, relatives, and friends
to "gift" financial contributions directly into the child''s
pensionaccount.

iv. Atal Pension Yojana (APY):

APY is an initiative towards making India a pensioned society
through financial inclusion. The assured pension and fixed
instalment amount with respect to the age not only makes the
scheme more attractive to the economically weaker sections
but also makes the product simpler and comprehensible.
Till March 31, 2026, 440 APY Service Providers have joined,
and these APY-SPs have registered around 1.82 Lakh
branches under APY as service branches. APY is India''s
flagship contributory pension scheme targeting low-income
and informal sector workers. Protean was appointed as the
CRA for APY by PFRDA. Total APY subscriber''s base in India
crosses 7.45 crore as on 31^st March,2026.

v. Unified Pension Scheme (UPS)

The Unified Pension Scheme (UPS), launched by the
Government of India on April 1, 2025, marks a significant
milestone in India''s pension landscape. Introduced as
an option under the National Pension System (NPS) for
Central Government Employees, UPS is designed to ensure
long-term financial security, stability, and dignity post¬
retirement — delivering assured pension pay-outs and
inclusive social protection. While the scheme is currently
available for Central Government Employees and AIS Officers
of various State Govts, going forward the State Government
can also implement UPS.

The UPS provides assured pay-out based on certain
prescribed conditions. An existing Central Government
employee in service as of 1 April 2025, who was covered
under NPS is eligible to opt for UPS. Also, a newly recruited
Central Government employees joining service on or
after 1 April 2025 is eligible to opt for UPS within 30 days

of joining. In addition, a Central Government employee
who was covered under NPS, retired on or before
31^st March 2025 and who meets certain prescribed
conditions (as stipulated) is eligible to opt for UPS. In order
to have seamless implementation of UPS from April 1, 2025,
during FY 2024-25, various activities were undertaken by
CRA such as system development for operationalizing UPS,
training & handholding to Nodal Offices on UPS operations,
SMS/ email intimation about UPS to Subscribers, information
dissemination through CRA website etc. During FY 2025¬
26, various important features such as processing of UPS
Claims under different categories, UPS Calculator, UPS NPS
Comparison Calculator, Dashboard for Offices, Passbook
facility, extension of UPS to AIS Officers of various State
Govts, alerts to Nodal Offices & Subscribers etc. have been
implemented under UPS. As on March 31, 2026, under UPS
1,02,067 subscribers have registered & 1,00,127 Subscribers
have migrated from NPS to UPS. Further, as on March 31,
2026, 8,975 claims have been processed for UPS Subscribers.
In addition, as on March 2026, more than 8000 subscribers
have started receiving monthly pension payout under UPS.

As the Central Recordkeeping Agency (CRA), Protean was
entrusted with the design, development, and deployment
of this critical reform. Leveraging its deep domain expertise
and technological capabilities, Protean successfully delivered
a fully compliant, scalable, and secure digital platform
within a record timeline enabling seamless onboarding and
administration of UPS with robust infrastructure and user
experience. The launch of UPS reinforces the Government''s
commitment to pension reform and showcases Protean''s
pivotal role in delivering nation-critical, citizen-centric digital
infrastructure that shapes the future of retirement security
in India. Complementing the success of key schemes,
Protean also launched a revamped mobile app during the
year, featuring an intuitive interface, enhanced security,
and advanced functionalities such as new account opening
and Tier II activation, further strengthening access to
pension services.

vi. Protean''s Edge as CRA

eNPS: Protean in its continuous endeavour to simplify
procedures and modalities of NPS, developed an online
platform (based on PFRDA guidelines) for registration and
contribution. This platform has been made available to
Non-Government as well as Government Sector. Under eNPS,
multiple options of registration such as through Aadhaar, Digi
Locker, CKYC, PAN & KYC Verification by Nodal Office have
been provided. eSign/ OTP based authentication facility has
been integrated in eNPS platform to enable a Subscriber to
sign his/her PRAN application electronically. This process
ensures that PRAN is available to the Subscriber instantly.
Also, this paperless on-boarding process has eliminated the
requirement of submission of physical documents to CRA, thus
enhancing the ease of registration process. During FY 2025-26,
around 6.13 Lakh PRANs were generated under UOS, of which
more than 23% PRANs were generated through eNPS. Further,
till March 2026, 2.71 Lakh Government subscribers have been
registered through eNPS. The facility to activate Tier II account
by existing subscribers has also been made available under

eNPS. Out of 13.80 Lakh Tier II accounts, nearly 9.15 Lakh
accounts are opened / activated through the eNPS.

At present, Bill Desk and RazorPay act as Payment Gateway
Service Providers for eNPS contributions, and more than 70
banks are associated with them through which subscribers
can remit contribution to their NPS accounts. Contribution
payment using UPI has also been made available in eNPS.
Further, more than H 6,200 crore was contributed through
eNPS (by both, existing as well as new subscribers of NPS
regular and Lite including Tier II, by more than 36 lakhs)
during FY 2025-26.

D-Remit facility: Under NPS, various modes are available for
contributing. However, contribution made through any mode
on eNPS platform is credited into the PRAN account of the
Subscriber on T 2 working days and thus the NAV is allotted
on T 2 day (T being the day of remittance of funds by the
Subscriber). D-Remit is a process/ facility wherein a Subscriber
will get NAV of the same day (provided the contribution is
made to Trustee Bank before a pre-decided cut-off time - at
present 1:30 pm) and provides the Subscriber with an option
to make systematic investments in the PRAN account. During
the FY 2025-26, more than 13.82 Lakh D-Remit transactions
were made for which contribution of more than H 1,400 crore
was settled across sectors.

Bharat Bill Payment System (BBPS): To enhance ease
and accessibility for National Pension System (NPS)
Subscribers, the Bharat Bill Payment System (BBPS)— an
RBI-conceptualized platform for bill payments—has been
integrated with the NPS ecosystem. This integration enables
Tier I and Tier II contributions to be made securely and
conveniently through a wide range of channels under the
BBPS framework. As of March 31, 2026, 1,20,795 Subscribers
have contributed an amount of H 104 Cr. (including Tier I and
Tier II account) through BBPS.

Online PRAN generation by Nodal Offices: In addition to
eNPS, to facilitate the process of PRAN generation and timely
upload of NPS contributions, Protean has developed and
made available the functionality of Online PRAN Generation
to Nodal Offices & POPs. During FY 2025-26, more than 4.40
Lakhs PRANs (UOS Corporate) have been generated. This
accounts for more than 59% of the total PRANs generated
under Private Sector. Whereas in Government Sector, more
than 3.53 Lakh PRANs have been generated during FY 2025-26
using Online PRAN Generationfacility.

vii. Empowering Subscribers

Paperless exit & enhancements:

The facility of online processing of withdrawal request in a
paperless manner has been made available for subscribers,
wherein the Subscriber only needs to raise online withdrawal
request, upload the necessary documents online and submit
the request using the eSign/ OTP verification. The associated
Nodal Office/ POP will verify details online and authorize the
request, post which the request will be processed in the CRA.
As part of the process, Bank Account details of Subscriber are
verified through online Bank Verification to ensure seamless
transfer of funds. Since, FY 2023-24, facility of Systematic Lump

sum Withdrawal (SLW) has been provided to subscribers.
The subscribers are allowed to withdraw up to 60% of their
pension corpus, through SLW on a periodical basis for a
period till 85 years of age as per the choice.

During the FY 2025-26, PFRDA notified Exits And Withdrawals
(Amendment) Regulations, 2025 dated 12^th December, 2025
under the National Pension System. To comply with these
regulations different features such as change in threshold
limit for complete withdrawal, change in frequency & number
of partial withdrawals, Systematic Unit Redemption (SUR) etc.
were implemented in CRA during FY 2025-26.

ePRAN and welcome Kit: Subscribers are provided with the
option of ePRAN/ Welcome kit instead of Physical PRAN card
at the time of registration in NPS in order to optimize the cost
borne by the subscribers.

Mobile App: In order to provide ease of access, NPS Mobile
App has been made available for NPS Subscribers. Using
this App, Subscriber can access various functionalities such
as Transaction Statement, Contribution Remittance, details
of latest contributions, change in contact details, change in
address details, change in Scheme Preference under NPS
after providing PRAN as User ID and password. The App
is available for download on ''Google Play Store'' as ''NPS by
Protean eGov'' for Android users. The App is also available for
iOS and Windows users. This Mobile App is a common Mobile
App for both NPS and APY Subscribers as well. As on March
31, 2026, there are more than 2.33cr downloads for Mobile
App (NPS regular and APY).

Pension Sarathi: Advanced AI-powered virtual assistant
Pension Sarathi was introduced during the FY 2025-26. This
has revolutionized to handle pension-related queries and
support services with significantly higher efficiency & faster.
Pension Sarathi is a next-generation conversational AI bot built
on Natural Language Processing (NLP) and Large Language
Model (LLM) technology. This intelligent assistant serves as
go-to resource for all pension-related information, guidance,
and support. Pension Sarathi has been implemented on
all CRA web applications with effect from 1^st Nov. 2025.
Existing as well as prospective subscribers can access
Chatbot for information/ queries on NPS as well as APY. NPS
subscribers can get information specific to NPS Account like
Account Summary, Recent Transactions View, Statement of
Transaction, etc. using Pension Sarathi.

NPS Prosperity Planner (NPP): NPP has been made available
under NPS for the benefit of subscribers. NPP is futuristic and
offers personalized retirement planning for the subscribers,
based on their past contribution, expected income rise in
the future and their cost of living. The calculator provides the
Subscriber with the reasonable projections which aid in better
retirement planning to ensure adequate and sustainable
old-age income.

Balanced Life Cycle Fund (BLC): A new life cycle fund viz.
Balanced Life Cycle Fund (BLC) was introduced during FY 2024¬
25 for private sector subscribers (Corporate and All Citizen)
to provide automatic rebalancing of the asset classes as per
age and risk profile of the subscriber. The maximum equity
allocation under BLC shall be 50% which shall taper down after
the age of 45 years as compared to 35 years under existing life
cycle funds. During the FY 2025-26, the choice of BLC has been
extended to Central Government and on choice basis to State
Governments As on March 31, 2026, 52,878 Subscribers have
opted for Balanced Life Cycle Fund.

Multiple Scheme Framework (MSF) - During the FY 2025-26,
Multiple Scheme Framework (MSF) was introduced for non¬
Government Sector. Under MSF, Pension Funds (PFs) offer
schemes that are tailored to specific subscriber persona. For
subscribers, the MSF represents a major expansion of choice
and personalization. It enables them to balance conservative
and aggressive strategies within the same PRAN, to plan for
different life stages with tailored schemes, and to access
transparent and low-cost retirement savings products.
As on March 31, 2026, more than 80,000 Subscribers
have opted for MSF.

Retirement Adviser: The Retirement Advisers (RA) are
appointed by PFRDA to engage in the activity of providing
advice on NPS and thereby to extend the reach of NPS.
The RA can be an individual, registered partnership firm,
body corporate, or any registered trust or society. An online
platform has been made available in the CRA system to
facilitate registration of Retirement Advisers. As on March 31,
2026, 87 Retirement Advisers have been registered and are
Active in the CRA system and more than 1,600 PRANs have
been generated through them.

Capacity Building and Marketing Initiatives: Several
initiatives have been taken to reach out to different
stakeholders of NPS during FY 2025-26. Also, Subscriber
Awareness Programmes (SAP) are conducted to complement
the efforts of PFRDA to make NPS popular amongst the masses
and also to increase the awareness about NPS across India
and about various features of NPS. During FY 2025-26, more
than 2584 training sessions (including SAPs) were conducted
across all sectors online as well as offline for the Nodal
Offices on various processes involved under NPS, operational
requirements and process disciplines to be followed.

Information on NPS Investments through Consolidated
Account Statement (CAS): The CAS provided by National
Securities Depository Limited (NSDL) and Central Depository
Services Ltd (CDSL) offers a consolidated view of the personal
investments in the securities market with updated mark-to-
market values. It encompasses holdings of Demat accounts
and mutual fund holdings of the investors. In line with the
Government of India''s vision to create a comprehensive record
of every individual''s financial asset, NPS Transaction Statement
has been integrated with CAS provided by depositories (NSDL
/ CDSL). The facility to include NPS Transaction Statement in
CAS will be available to NPS subscribers on consent basis.
Till March 31, 2026, nearly 1,40,181 subscribers have evinced
interest and provided their consent to avail the facility.

Mandatory two - Factor Aadhaar Authentication for CRA
System Access w.e.f. 1^st April 2024: Government Nodal
Offices (PrAO/DTA/PAO/DTO/DDO) and Private Offices
(Point of Presence/Corporates), are granted with access to

CRA system to conduct NPS related tasks, perform activities
and generate various reports. The additional security layer,
2-Factor Aadhaar based authentication process implemented
compulsorily for Government Nodal Office users logging into
the CRA system, effective from 1^st April 2024. The two-factor
approach significantly reduces the risk of unauthorized access
to the CRA system. Also, this additional layer safeguards NPS
transactions and protects the interests of both subscribers
and stakeholders. Similar to NPS, 2-Factor Aadhaar-based
authentication is also implemented for Nodal Offices of APY
& NPS Lite. As on March 31, 2026, more than 1.02 lakh Nodal
Offices across sectors (NPS Regular, NPS Lite & APY) have
linked their Aadhaar in CRA.

Digital Media Initiatives: To be in step with digital revolution,
we have made ourselves significantly present in the digital
space. Protean CRA has ramped up digital marketing initiatives
which are focused on driving interest towards NPS, APY and
UPS. Various new digital marketing initiatives, in the form
of social media, audio- visual content, online collaborative
campaigns were aimed to increase reach and engagement
with subscribers and stakeholders. Further, by scaling up
these initiatives with captivating visual content, CRA has been
able to spread large scale awareness in a creative way on new
developments in NPS & APY and their feature & benefits. We
are actively present on four most powerful platforms of the
digital era - Facebook, YouTube, Quora and Instagram.

Protean CRA''s Facebook page has over 84,800 followers
whereas our Instagram page called ''Protean. CRA has over
27,800 followers. Our YouTube channel - NPS Ki Pathshala'' has
over 2.11 Lakh subscribers, with over 7.2 million views and the
same has been utilized in imparting knowledge about NPS &
APY and related operational aspects.

As the largest CRA with a footprint across sectors like
Government, Non-Government, Corporate as well the
economically underprivileged, we would like to make pension
more accessible by increasing the reach of the Service
Providers. With this vision, we are working on identifying
and activating new Channels and Channel Partners to
increase the penetration of NPS at scale amongst the Indian
populace. ''Pension'' as a subject is lesser-known area and even
lesser is the information available, Protean CRA has worked
continuously towards creation of awareness and providing
the support to the channel partners in creating visibility for
the product. Our Social Media imprint and Digital content are
widely circulated and utilized by all stakeholders.

Protean was the first CRA in the NPS architecture and with
the passage of more than 16 years, the technology has
taken massive strides of change. In line with these changes,
we have undertaken various technology initiatives towards
supporting automation through the availability of a suite
of APIs for all services, creation of better and simpler User
experience through a change in the entire UI/UX for all
our stakeholders and a one stop mobile application for
everything under NPS.

AUM & Subscribers for last six financial years (across all
sectors including APY).

Milestones & Subscriber centric initiatives

1. Record 135 Lakh APY (including NPS Lite) accounts
opened in FY 2025-26, the highest ever annual addition

2. 266 Autonomous Bodies onboarded in FY 2025-26,
the highest annual registration in the last seven years

3. 2,912 Corporates registered in FY 2025-26, the second-
highest annual achievement since inception.

Subscriber centric enhancements

1. Enhanced and simplified registration process has been
implemented in e-NPS for Private Sector Subscribers,
ensuring a quicker onboarding experience. The same
has ensured a faster and more user-friendly registration
process for Private Sector Subscribers.

2. To provide greater flexibility and extended pension
benefits, the maximum entry age for subscriber
registration has been increased from 70 years to 85
years. Also, Subscribers can now continue making
contributions up to 85 years of age, compared to the
earlier limit of 75 years.

3. To take informed decision, a direct link of NPS Trust
website (having PFM return details) has been enabled
during Scheme Preference/PFM change requests,
allowing subscribers to conveniently view and
compare PFM returns

4. The NPS Vatsalya Ashirwad has been introduced
under NPS Vatsalya. This provision allows extended
family members, relatives, and friends to gift financial
contributions directly into the child''s pension account.

Way Forward:

• "Pension Sahayak" - We have integrated with PFRDA
Pension Sahayak portal, which is an AI-enabled grievance
redressal platform designed to provide subscribers
with a simple, accessible and transparent mechanism
for grievance resolution. The platform''s AI-powered
assistance system provides instant responses to
subscriber queries and automatically categorizes and
routes grievances to the appropriate entity, significantly
reducing manual intervention and improving resolution
efficiency. Subscribers are able to access grievance-related
services through a conversational interface without the
need to navigate complex processes or multiple service

channels. Subscribers will be able to lodge complaints or
queries across various channels such as web, mobile and
WhatsApp, in multiple Indian languages.

As part of integration with Pension Sahayak portal,
now the uniform structure of grievance categories
and sub-categories have been implemented in
Central Grievance Management System (CGMS) in
CRA. Protean CRA worked closely with PFRDA for the
seamless implementation of the platform and was
part of key activities including discussions on the
proposed application architecture, process workflows,
data migration strategy, system testing, and related
implementation requirements.

• "NPS Sanchay", a simplified variant of the NPS primarily
aimed at increasing pension coverage among India''s large
informal-sector workforce has been implemented in the
CRA system. Any Indian citizen aged 18 to 85 years can
enroll through a PoP/PoP-SP or online platform and opt
for NPS Sanchay. The investment pattern for this scheme
will be default scheme aligned with the extant investment
guidelines applicable to Government Sector Schemes
(UPS/Govt-NPS/APY Schemes) and it will be available
across all PFRDA-registered Pension Funds.

• Now, Protean CRA has integrated with the BHIM App for
two banks—State Bank of India (SBI) and ICICI Bank to
offer NPS registration services. This integration enables
individuals to open an NPS account with either SBI or ICICI
Bank directly through the BHIM App in a seamless and
convenient manner.

• NPS WhatsApp Service - is being developed to
provide NPS subscribers with a secure, consent-based
conversational interface on WhatsApp, allowing them
to access important NPS services 24X7, without needing
to log into a portal or download an App. Under this
service, access will be granted only after explicit consent
by subscriber. Phase-I one related to this initiative has
been successfully developed and is currently under User
Acceptance Testing (UAT). As part of Phase-I, features
such as Profile Information, Transactions & Statements,
e-PRAN Card etc. will be made available to Subscribers
through this service.

The initiative aims to make WhatsApp a convenient service
channel for NPS subscribers, improving accessibility,
digital engagement, and self-service capabilities while
maintaining security and privacy through explicit
consent mechanisms.

• NPS PRIDE - DISHA - PRIDE stands for P-Pension
Fund | R-Returns for | I-Informed | D-Decision & |
E-Empowerment. It is a comparison and decision-support
tool that leverages historical NAV data that is updated
daily to present XIRR-based performance of the various
Pension Fund Managers under the National Pension
System (NPS). It is tailored to a subscriber''s investment
choice (Active or Auto), date of investment and amount
contributed for Tier I (Pension Account). The intent is to

help subscribers identify significant retirement wealth
creators by evaluating historical performance in a
choice-specific manner rather than only scheme-wise,
point-to-point returns. This PFRDA developed tool
has been made available on Protean CRA website for
Subscribers and Nodal offices.

• NPS Central - a common digital interface for all
NPS subscribers irrespective of the underlying CRA,
enhancing subscriber experience through unified
onboarding, servicing and account access. NPS Central
is envisaged as a subscriber-centric digital infrastructure
initiative aligned with PFRDA''s vision of enhancing
accessibility, improving subscriber experience,
promoting financial inclusion and supporting the long¬
term growth of the pension ecosystem.

4) IDENTITY SERVICES

Authentication, e-KYC & e-Authentication
services

1) DIGITAL IDENTITY SERVICES

Protean has been authorised by Unique Identification
Authority of India (UIDAI) as an Authentication Service
Agency (ASA) and Authentication User Agency (AUA)
for providing Aadhaar Authentication Services to
various entities. Protean has also been authorised
by UIDAI as KYC Service Agency (KSA) and KYC User
Agency (KUA) for providing Aadhaar based e-KYC
services to various entities. e-KYC is a unique service
through which Know Your Client (KYC) process can be
performed electronically using Aadhaar database with
explicit authorization by the Resident. As of now, more
than 85 entities including Central/ State Governments,
Banks/ Payment Bank, PSUs, Insurance Companies
avail these services from Protean. As of now, more
than 85 entities including Central/ State Governments,
Banks/ Payment Bank, PSUs, Insurance Companies
avail these services from Protean. Potential Uses
cases are Customer Onboarding, Employee Lifecycle
Management, Contractor & Vendor Management,
Welfare & Benefit Programs and Digital Governance.

2. e-Sign Service Provider (ESP) licensed by Controller
of Certifying Authorities (CCA)

e-Sign is an online electronic (digital) signature
service to facilitate Aadhaar holders to digitally sign
documents. UIDAI provides facility for Aadhaar
authentication using biometric of the Resident or
One Time Pin (OTP), sent on the respective mobile
number of the Resident registered with UIDAI. e-Sign
aims at transforming the use of digital signatures
and promote paperless digital environment using
Aadhaar. e-Sign has been recognized as a valid mode
of signature under provisions of Second Schedule of
the Information Technology Act and Guidelines issued
by CCA (Electronic Authentication Technique and
Procedure) Rules, 2015. e-Sign services can be used
for various purposes like digital signing of application

for opening of bank account, loans, Trading and/
or DEMAT Account, customer onboarding, eNACH
mandate, application for PAN, application for
Permanent Retirement Account Number (PRAN) for
National Pension System (NPS)/Atal Pension Yojana
(APY) among others.

So far, more than 175 entities comprising Banks,
Insurance Companies, Non Banking Financial
Company (NBFC), Depository Participants, Stock
Brokers, e-Commerce organizations, Financial
Institutions, Corporate Bodies, among others. have
been registered with Protean as Application Service
Provider (ASPs). Online PAN application and Online
NPS modules of Protean have implemented e-Sign
services and are operational as an ASP.

5) EDUCATION AND SKILL FINANCING
SOLUTIONS

Vidyasaarathi Portal for online acceptance of
applications and distribution of scholarships to
students

Vidyasaarathi Portal (VSP) is developed by your company
for online acceptance of scholarship applications and
distribution of scholarships to students. VSP is a technology-
enabled initiative by Protean and Tata Institute of Social
Sciences (TISS) to bridge the huge gap in education finance
in the country through an online platform.

This solution has the ability to bring together various
stakeholders like students, institutes and corporates on a
single platform. The solution becomes more relevant in the
wake of the CSR policy mandate and will assist subscriber
organizations in shaping their CSR policy related to education.

Features of Vidyasaarathi:

• Corporates can design their own educational
finance schemes.

• Easy management of designed schemes.

• Online system for submission and processing of
scholarship application forms. Archiving and retrieval
of past scholarship records.

• Central trust for scholarship disbursal.

• Help Desk support for students, corporates
and institutes.

• Career related online tests for students.

Progress so far (as on March 31, 2026):

i. Number of students registered on the VSP: 19,43,550

ii. Number of students who have applied for
scholarships: 16,44,637

iii. Number of Corporates on-board: 72

iv. Number of Scholarship schemes published: 1,410

v. Total scholarship corpus: H 122.03 Cr

vi. Total scholarships awarded/ disbursed: 56,678

6) OTHER PROJECTS

Workflow Management System for Central Board
of Film Certification ("CBFC")

Central Board of Film Certification ("CBFC") of the
Ministry of Information and Broadcasting,

Government of India has engaged Protean as the
"Implementation Agency" for Design, Development,
Implementation, Hosting and Maintenance of Online
Film Certification Application Processing System and the
CBFC website. The existing contract extended till March
31, 2027. This system enables applicants to submit film
certification application online, upload scanned copies of
supporting documents, make online payments, upload
short films online and track the status of their certification
application online. It also facilitates the CBFC Officials to
process the application, by providing a web-based interface
to capture end-to-end application approval workflow for
the departmental users associated with the certification
process, including screening of short films. This system also
helped the Department to better the inter-departmental
user interfaces, reduce administrative hassles, increase
efficiency, transparency and minimized need of in-person
visits by the applicants (producers/ agents) to CBFC Offices.

This system was made operational on March 27, 2017
and has so far generated 1,46,272 certificates for films of
various categories till March 31, 2026. Digitization of old
paper certificates issued by CBFC before the launch of this
system was also undertaken and has been completed.
These digitized certificates have been made available in the
new system for internal reference.

Data Stack:

Your Company will also provide services related to Digital
Identity Services, KYC, Digital Customer On- boarding, Data
Analytics Services to entities from BFSI and other sectors.
Other services such as GSP/GVS services, ITR verification,
MCA data verification, Employment verification among
others would also be provided to complete the entire
gamut of Verification Services.

Account Aggregator:

Your Company will leverage its existing relationships with
Banking and other financial sector organizations to offer
Account Aggregator services that will help offer consent
management to citizens and consented fetching of data
to various regulators from RBI, SEBI, IRDA and PFRDA
regulated entities to promote greater financial inclusion.

Cloud Services:

As an extension of our commitment to building population
scale technology solutions and providing the necessary
interventions for ecosystem creation, your company
has launched made-in-India, high performance and
energy-efficient Cloud Services.

Open Digital Ecosystems:

Your Company is also one of the main contributors and
enablers towards building of sustainable and innovative

technology solutions ensuring inclusivity, ease of access
and fair pricing structure. Open Digital Ecosystems would
enable government and private entities to collaborate for
service delivery and allow various players to build new
services and solutions which will coexist in this ecosystem.

ISO Certifications

i. ISO/IEC 27001:2022 Certification (Information
Security Management System Standard)

Protean continues to hold the ISO/IEC 27001:2022
Certification for its TIN, PAN, CRA, Aadhaar
Authentication & e-KYC Services, and GST projects.
This certification demonstrates Protean''s commitment
to maintaining a robust Information Security
Management System (ISMS) and implementing
industry-recognized security controls to safeguard
information assets. ISO/IEC 27001:2022 is the latest
version of the internationally accepted information
security standard published by the International
Organization for Standardization (ISO).

ii. ISO 22301:2019 Certification (Business Continuity
Management Standard)

Protean is committed to delivering uninterrupted
services to its customers and stakeholders. To achieve
this objective, the Company has implemented a
Business Continuity Management System (BCMS)
in accordance with ISO 22301:2019 for its CRA-NPS
project and continues to maintain the certification.
The BCMS framework enables the Company to
establish, manage, maintain, and continually improve
its business continuity capabilities and practices. An
organizational structure comprising cross-functional
teams has been established to ensure effective
implementation of the BCMS. Periodic testing and
validation of Business Continuity Plans (BCPs) are
conducted to strengthen organizational resilience and
preparedness against disruptions.

iii. ISO/IEC 20000-1:2018 Certification (IT Service
Management Standard)

To effectively meet the service-level requirements
of the Regulator, the Company has adopted the
Information Technology Service Management (ITSM)
framework for the Central Recordkeeping Agency
(CRA) System under the National Pension System
(NPS) and continues to hold the ISO/IEC 20000-1:2018
Certification. The ITSM policy objectives focuses on
enhancing customer satisfaction, leveraging emerging
technologies, aligning IT services with business
requirements, maintaining domain expertise and
productivity of people above defined benchmark levels.
Continuous improvement of service quality remains a
key objective to enhance customer experience. The
ITSM framework facilitates the effective integration
of People, Processes, Technology, and Partners
(Customers and Suppliers), enabling efficient service
delivery and ongoing service improvement.

iv. ISO 9001:2015 Certification (Quality Management
System Standard)

Quality of service forms the foundation of customer
satisfaction. Considering the nature of services
provided by the Company and the high volume of
transactions processed, maintaining consistently
high service quality is of paramount importance. To
support this objective, the Company has implemented
a Quality Management System (QMS) in accordance
with ISO 9001:2015 for its TIN and PAN processes
and continues to maintain the certification. The
standard provides a structured framework for process
management, continual improvement, and customer
focus, thereby enabling the Company to deliver
reliable and high-quality services on a sustained basis.

Capability Maturity Model Integration ("CMMI")

Capability Maturity Model Integration (CMMI), developed
by the Software Engineering Institute (SEI) of Carnegie
Mellon University, is a globally recognized framework
for organizational process improvement and capability
assessment. Protean eGov Technologies Limited is
re-appraised at CMMI for Services (CMMI-SVC) Maturity
Level 5 in February 2026 for its Central Recordkeeping
Agency (CRA) - Subscriber Services and CRA Systems
Infrastructure. Maturity Level 5 i.e., the highest level of
process maturity, reflects the organization''s commitment
to continuous improvement, quantitative process
management, operational excellence and the consistent
delivery of high-quality, customer-centric services.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI Listing Regulations, 2015''), the
Management Discussion and Analysis Report for FY 2025-26,
forms part of the Annual Report.

RISK MANAGEMENT

Your Company has adopted a Risk Assessment and Management
Policy. The Risk Management Committee of the Board reviews
key risks affecting the Company and mitigation measures
thereof. In the opinion of the Board, there are no elements
of risks which may threaten the existence of the Company.
The details of Risk Management Committee are given in the
Corporate Governance Report

BOARD LEVEL CHANGES

Board Level changes during FY 2025-26 are mentioned below:

• Mr. Jayesh Sule (DIN: 07432517) resigned and ceased as
Whole Time Director & COO w.e.f. August 1, 2025.

• Mr. V Easwaran (DIN: 08055728) was appointed as Whole
Time Director w.e.f. December 17, 2025.

• Ms. Preeti Mehta (DIN: 00727923) ceased as Independent
Director w.e.f. February 15, 2026 due to end of her first term.

• Mr. Suresh Sethi (DIN: 06426040) resigned and ceased as
Managing Director & CEO w.e.f. April 1, 2026.

The Board composition as on March 31, 2026 is as below:

''ceased to be a Director w.e.f. February 15, 2026

²ceased to be a Director w.e.f. August 1,2025

³ceased to be a Managing Director& CEO w.e.f. April 1,2026

To recommend appointment of Director(s) as
per Companies Act, 2013:

a) To recommend Director(s) retiring by
Rotation to the Board:

In accordance with the provisions of the Act
and the Articles of Association of the company,
Mr. Shailesh Haribhakti (DIN: 00007347), Non-Executive
Non-Independent Director of the company, retires
by rotation at the ensuing Annual General Meeting
(AGM) and being eligible has offered himself for
re-appointment. The details for re-appointment
including the terms and conditions are mentioned in
the Item No. 3 of AGM Notice.

All the above appointments/ re-appointments
have been recommended by the Nomination &
Remuneration Committee and the Board.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of sub-section (51) of Section 2 and
Section 203 of the Act read with the Rules framed thereunder,
the following persons are the Key Managerial Personnel of the
Company as on March 31, 2026:

1. Mr. Suresh Sethi - Managing Director & Chief

Executive Officer

2. Mr. V Easwaran - Whole-time Director & Chief

Operating Officer

3. Mr. Sandeep Mantri- Chief Financial & impact Officer

4. Mr. Maulesh Kantharia - Company Secretary &

Compliance Officer

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies
Act, 2013, the Directors confirm that to the best of their knowledge

and belief and according to the information and explanations

obtained by them:

i. in the preparation of the annual accounts for the financial year
ended March 31, 2026, the applicable accounting standards
had been followed along with proper explanation relating to
material departures;

ii. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year
and of the profit and loss of the company for that period;

iii. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;

iv. the Directors have ensured that the annual accounts are
prepared on a going concern basis;

v. the Directors had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively;

vi. the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

GOVERNANCE:

a. Corporate Governance Report:

Pursuant to Regulation 34(3) and Schedule V of the SEBI
Listing Regulations, 2015, a Corporate Governance Report
for FY 2025-26 and Certificate from the Secretarial Auditor
confirming compliance with the conditions of corporate
governance prescribed under the SEBI Listing Regulations,
2015 is forming part of the Annual Report.

b. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, 2015 read with SEBI Master Circular No. SEBI/
HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, the
Business Responsibility and Sustainability Report (''BRSR'')
for FY 2025-26 has been prepared based on the framework
of the National Guidelines on Responsible Business Conduct
and in the format prescribed by SEBI.

c. Annual Return

As per the provisions of Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013 and the rules made
thereunder, Annual Return for the financial year ended on
March 31, 2026 in prescribed Form MGT-7 is available on
the website of the company on:

https://www.protRantRch.in/financial-reports

d. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, an
annual performance evaluation of the Board as a whole,
the Directors individually as well as the evaluation of the

Committees of the Board has been carried out in the
following manner as per the parameters laid down:

• As per the provisions of the Section 178(2) of the
Companies Act, 2013, the Nomination & Remuneration
Committee has carried out evaluation of every
Director''s performance;

• As required under Schedule IV of the Companies Act,
2013, Independent Directors of the company have
carried out performance evaluation of the Chairman
and of Non-Independent Directors and Board as a
whole and have also assessed the quality, quantity
and timeliness of flow of information between the
company Management and the Board; and

• As per Section 134(3)(p) read with Schedule IV of the
Companies Act, 2013, the entire Board has carried out
the annual evaluation of their own performance and
that of its Committees and Individual Directors.

A separate Meeting of the Independent Directors was
held on March 23, 2026 to review the performance of
Non-Independent Directors and the Board, taking into
account the views of Directors. The performance of the
Independent Directors was evaluated by the entire Board
except the person being evaluated. The performance
of the Committees was evaluated by the Board seeking
inputs from the Committee Members. The Board carried
out the evaluation of their own performance and that of its
Committees and individual Directors keeping in mind.

e. Transfer of Unpaid & Unclaimed dividend and
shares to Investor Education and Protection Fund

The Company did not have any requirement to transfer
funds to Investor Education and Protection Fund. For
FY 2023-24 H 1,32,089.36 & FY 2024-25 H 2,67,194 is lying in
unpaid dividend account.

Pursuant to Sections 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 as
amended, dividends, if not claimed for a consecutive period
of 7 years from the date of transfer to Unpaid Dividend
Account of the Company, are liable to be transferred to the
Investor Education and Protection Fund ("IEPF").

f. REMUNERATION POLICY

In accordance with the provisions of Companies Act, 2013,
the Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy relating to the
remuneration for its Directors, Key Managerial Personnel
and other employees. The Board approved Remuneration
Policy is uploaded on the website of the company at:
https://www.proteantech.in/corporate-governance/

g. Employee Stock Option Plan

The Company grants share-based benefits to eligible
employees with a view to attracting and retaining the

best talent, encouraging employees to align individual
performances with the Company objectives, and promoting
their increased participation in the growth of the Company

Pursuant to "Protean eGov Technologies Limited Employee
Stock Option Plan 2017", as amended by the Shareholders
by passing Special Resolution at their Meetings held on
December 3, 2020 and September 23, 2021 which covers
eligible employees of the company and its present and future
subsidiaries, the Company has granted stock options (each
option carrying entitlement for one equity share) to eligible
employees. These stock options are vested after the expiry
of one year from the date of grant and can be exercised as
per grant conditions for respective employees from the date
of vesting at the exercise price and payment of perquisite
tax. Pursuant to exercise of stock options by employee of the
company during the year, the Board approved the allotment
of 68,492 (Sixty Eight Thousand Four Hundred and Ninety-
two only) fully paid equity shares of face value of H 10/-
(Rupees Ten only) each of the Company to eligible employees
in accordance with the terms of ESOP Scheme, 2017.

Relevant disclosures under the Companies Act, 2013 on
Employee''s Stock Option is set out as Annexure - C and
forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been actively contributing to socially and
environmentally beneficial projects, reflecting its commitment to
inclusive and sustainable development.

The Company remains committed to its role as a socially responsible
corporate citizen and continues to contribute towards meaningful
and impactful initiatives that support the larger community.

During the financial year 2025-26, the Company undertook CSR
initiatives across key focus areas permitted under Schedule VII of
the Companies Act, 2013. These included Education, Healthcare,
and Environmental Sustainability. The Company spent Rs. 2.66
Crs on various projects impacting over 9,000 beneficiaries. The
details are covered in Social and Relationship Capital section of
this Report in pages 70 to 83 .

The Annual Report as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014, on CSR activities undertaken by
the company is annexed herewith as Annexure - A and forms
part of the Report.

OTHER DISCLOSURES

1. The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.

2. Except shares issued under ESOP Plan 2017, the Company
has not issued any other shares (including sweat equity
shares) to employees under any scheme.

3. There was no revision in the financial statements.

4. There has been no change in the nature of business
of the Company.

5. The Managing Director & CEO of the Company did not
receive any remuneration or commission from any of
its subsidiaries.

6. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

7. There have been no material changes or commitments
affecting the financial position of the Company which have
occurred between the end of the financial year and the date
of this report.

8. There are no proceedings, pending under the Insolvency
and Bankruptcy Code, 2016 corporate insolvency resolution

DETAILS OF SUBSIDIARIES

i. Protean eGov Technologies Australia Pty Ltd.
(formerly known as NSDL e- Governance Australia
Pty Ltd.)

Your company has incorporated a wholly-owned subsidiary
company in Australia in FY 2020-21, in the name NSDL
e-Governance Australia Pty Ltd. (name changed w.e.f. January
25, 2022). The purpose of setting up this subsidiary is to design,
develop, manage, and implement e-Governance projects
through efficient use of information and communication
technologies in Australia and other neighbouring countries.
The said subsidiary is in the process of winding-up.

ii. Protean Account Aggregator Limited (formerly
known as NSDL e-Governance Account Aggregator
Limited)

Account aggregation is an initiative of the Government
under the aegis of RBI to facilitate aggregation of customers''
assets and deliver reporting services that can help spread
financial services. Your company has incorporated a wholly-
owned subsidiary company in the name NSDL e-Governance
Account Aggregator Limited which has received in-principle
approval from RBI on October 27, 2021. Final Certificate of
Registration was received on January 9, 2023.

iii. Protean InfoSec Services Limited (formerly
known as NSDL e-Governance InfoSec Services
Limited)

Protean InfoSec Services Limited is incorporated for
providing Cyber Security Consulting and Advisory services.

Scheme of Arrangement between Protean Infosec
Limited (the ''Demerged Company'') andProtean eGov
Technologies Limited (the ''Company'' or the ''Resulting
Company''):Background and Regulatory Approvals

The Board of Directors of Protean eGov Technologies
Limited (the ''Company'' or ''PETL'' or the ''Resulting Company'')
at its meeting held on 21 May 2025, approved a Scheme
of Arrangement under Sections 230-232 of the Companies
Act, 2013 for the demerger of the Governance, Risk &
Compliance (GRC) and Security Operations Centre (SOC)
businesses (''Demerged Undertakings'') of its wholly

owned subsidiary Protean Infosec Limited (''PISL'' or the
''Demerged Company'') into PETL (the ''Resulting Company''
or the ''Company'').

Pursuant to the sanction of the Scheme by the National
Company Law Tribunal (NCLT), a certified copy of the NCLT
Order was received on 10 March, 2026 and filed with the
Ministry of Corporate Affairs (MCA)/Registrar of Companies
(ROC). In accordance with the Scheme:the Appointed Date is
1 April, 2025; and the Effective Date (i.e., the date on which
the certified order was filed with MCA/ROC) is 12 March
2026."Nature of transaction and accounting framework

The transfer of the GRC and SOC businesses of the
Demerged Company to PETL is a business combination
under common control (the Demerged Company being a
wholly owned subsidiary of the Company) and has been
accounted for in the standalone financial statements
of PETL in accordance with Appendix C to Ind AS 103 -
Business Combinations (Business Combinations of Entities
or Businesses under Common Control), using the Pooling of
Interests Method.

Protean InfoSec will continue to operate its remaining
business, viz., Vulnerability Assessment and Penetration
Testing (VAPT). The details are mentioned in Note No. 44 of
the standalone financial statement.

The financials of the subsidiary companies are made
available and consolidated in terms of the requirements
of Section 129(3) of the Companies Act, 2013. Pursuant to
provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies Accounts (Rules) 2014,
a statement in Form AOC-1 is attached to the financial
statements of the company.

iv. Protean International DMCC

Your company has incorporated a wholly-owned
subsidiary company in Dubai, UAE in FY 2024-25, in
the name Protean International DMCC. The purpose of
setting up this subsidiary is to diversify into new sectors
leveraging emerging technologies, while embracing
new business models & geographies and for our global
expansion strategy and expand our business footprint into
international geographies.

AUDITORS

i. STATUTORY AUDITORS

The Members at the Twenty-Sixth (26^th) Annual General
Meeting of the company held on September 23, 2021
had re-appointed M/s. BSR & Associates LLP, Chartered
Accountants, [ICAI Registration Number 116231W/W-
100024] as Statutory Auditors of the company to hold office
for a period of five years from FY 2021-22 till the conclusion
of AGM to be held in the year 2026.

Further, the Auditors'' Report for FY 2025-26 from Statutory
Auditors (BSR) does not contain any qualifications,
reservations or adverse remarks. The report of the Statutory
Auditor forms part of the financial statements.

Pursuant to the provisions of Sections 139, 141, 142 and
other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules,
2014, the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Audit
Committee and the Board of Directors have approved
and recommended the appointment of M/s. T R Chadha &
Co. LLP ("TRC"), Chartered Accountants (Firm Registration
No. 006711N/N500028), as the Statutory Auditors of the
Company to hold office for a term of five (5) consecutive
years to hold office from the conclusion of 31^st Annual
General Meeting (AGM) to be held in 2026 till the conclusion
of the 36^th AGM of the Company to be held in year 2031,
subject to the approval of the members at ensuing AGM.

Brief profile and other details of M/s. T R Chadha & Co. LLP
(TRC), Practicing Chartered Accountants are disclosed in the
AGM notice approved by the Board. TRC had given their
consent to act as a Statutory Auditor of the company and
have confirmed their eligibility for the appointment.

The Statutory Auditors have also confirmed that they
have subjected themselves to peer review process of the
Institute of Chartered Accountants of India (ICAI) and hold
valid certificate issued by the Peer Review Board of the ICAI.

ii. SECRETARIAL AUDITORS

Pursuant to the amended provisions of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Audit Committee and the Board of Directors have
approved and recommended the appointment of M/s. S. N.
Ananthasubramanian & Co., (SNACO) Practicing Company
Secretaries (Firm Registration Number: P1991MH040400)
as the Secretarial Auditors of the Company for a term of 5
(Five) consecutive years from the FY 2025-26 till FY 2029-30,
subject to the approval of the Members at ensuing AGM.

Brief profile and other details of M/s. S. N.
Ananthasubramanian & Co., Practicing Company
Secretaries, are disclosed in the AGM Notice approved
by the Board. They have given their consent to act as
Secretarial Auditors of the Company and have confirmed
their eligibility for the appointment.

The Secretarial Auditors have also confirmed that they
have subjected themselves to the peer review process of
Institute of Company Secretaries of India (ICSI) and hold
valid certificate issued by the Peer Review Board of the ICSI.

The Secretarial Audit Report for FY 2025-26 is annexed
herewith as Annexure - B and forms part of this report. The
Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks. The applicable Secretarial
Standards have been duly complied by your Company.

iii. INTERNAL AUDITORS

The Company has been undertaking Internal Audit since
inception. In terms of the provisions of the Companies Act,
2013 and Rules notified thereunder, M/s Grant Thornton
Bharat LLP are appointed as Internal Auditors for a period

of two years from FY 2023-24. Further, their appointment
was renewed for a period of one year for FY 2025-26.
The company has further renewed their appointment
for a period of one year for FY 2026-27. Internal Auditors
carry out the audit as per the Audit Plan approved by the
Audit Committee and submit report on a quarterly basis
to the Audit Committee. Internal Auditors evaluate the
effectiveness of internal controls and suggest measures for
their improvement.

iv. COST AUDITORS:

The provision of Section 148(1) of the Companies Act, 2013
read with Rules made thereunder pertaining to maintaining
the cost records do not apply to the company.

v. Reporting of Frauds by Auditors

During the year, the Auditors have not reported any fraud
to the Audit Committee or the Board under Section 143(12)
of the Act read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

PUBLIC DEPOSITS

The company has not invited, accepted or renewed any deposits
from the public within the meaning of Section 73 of the Companies
Act, 2013. Accordingly, the requirement to furnish details relating
to Deposits covered under Chapter V of the Companies Act, 2013
does not arise.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with
Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the
company is set out as Annexure - D and forms part of this Report.

ORDERS PASSED AGAINST THE COMPANY

During the year under review, there were no orders passed by
the regulators or courts or tribunals impacting the going concern
status and company''s operations in future.

RELATED PARTY TRANSACTIONS

The Company has an established and well-governed framework for
the approval and monitoring of Related Party Transactions (RPTs).
In accordance with the Act and the Listing Regulations, the Board
has adopted a comprehensive Policy on Materiality of Related
Party Transactions and dealing with Related Party Transactions
(RPT Policy) which sets out the principles, approval process and
disclosure requirements applicable to all RPTs. The Policy is
available on the Company''s website at : https://www.proteantech.in/
corporate-governance/.

Prior to the commencement of each FY, the particulars of all proposed
RPTs, are placed before the Audit Committee for its review and
approval, and thereafter noted by the Board. In addition, the Audit
Committee undertakes a quarterly review of all RPTs. Any new RPTs

or modifications to the limits or terms of previously approved RPTs
were similarly placed before the Audit Committee for prior approval.

All RPTs entered into during the year were in the ordinary course of
business and on an arm''s length basis. The Company did not enter
into any Material RPTs during the year. Accordingly, the disclosure
of details under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable. The company has, however, paid remuneration to Key
Management Personnel pursuant to their employment which is in
the ordinary course of business and at arms'' length basis.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO

The company has taken following initiative in respect of
conservation of energy:

Solar Photovoltaic (PV) Panels with Installed capacity of 20 Kw
was commissioned at the Data Centre site in Pune. The Solar PV
system at Data Centre site in Pune has generated 20522 KWH
units in FY 2025-26.

The Company continues to leverage technology and digital
solutions to enhance operational efficiency, improve customer
experience and optimise business processes. During the year, the
Company focused on adopting and upgrading technology solutions
across its operations, including automation. The Company remains
committed to evaluating and adopting emerging technologies in
line with its business requirements and strategic objectives.

Foreign Exchange earnings/outgo during the year
under review:

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The investments made during the year are in accordance with
the provisions of the Companies Act, 2013. The particulars of
Investments made during FY 2025-26 are set out in the Notes to
Accounts which form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments,
affecting the financial position of the company which occurred
during between the end of the financial year to which the
financial statements relate and the date of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy named
as Positive Work Environment Policy in line with the requirements
of the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Policy has been formed
to prohibit, prevent or deter the commission of acts of sexual
harassment of women at workplace and to provide the procedure for
redressal of complaints pertaining to sexual harassment. An Internal
Committee (IC) has been set up to redress complaints received
regarding sexual harassment. All employees (regular or temporary
including contractor employees, probationer, trainee and apprentice)
of the company and the Subsidiaries are covered under this policy.

There were no complaints received during the FY 2025-26. Awareness
program for all employees was conducted during the year.

Pursuant to the Companies (Accounts) Amendment Act, 2018, the
company has complied with provisions related to the constitution of
Internal Committee under the Act.

STATEMENT ON MATERITY BENEFIT COMPLIANCE

Your Company adheres to the provisions of the Maternity
Benefit Act, 1961.

STATEMENT ON MATERITY BENEFIT COMPLIANCE

Your Company adheres to the provisions of the Maternity
Benefit Act, 1961.

CODE OF ETHICS AND VIGIL MECHANISM

Your company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity and
ethical behaviour. The company has adopted a Code of Ethics
("the Code"), which lays down the principles and standards that
should govern the actions of the company, its Directors and
employees. Besides, the Staff Rules adopted by the company
also govern the conduct of the employees.

The Companies Act, 2013 provides for establishment of a vigil
mechanism for Directors and employees of the company to
report genuine concerns. In view of the above, the company
has formulated ''Whistle Blower Policy'' to enable its Directors
and employees to report instances of unethical conduct, actual
or suspected fraud or violation of the company''s Code and Staff
Rules and t o prescribe the procedures to be followed by them.

Under this policy, any Director or employee of the company can
report any actual or possible violation of the Code or Staff Rules
or other applicable laws or an event he/she becomes aware of
that could affect the business or reputation of the company
as per the procedure specified in the Policy. There is a Whistle
Blower Committee constituted by the company for overseeing
the implementation of this Policy and to deal with complaints
received under the Policy. The vigil mechanism so established

provides for adequate safeguards against victimisation of
persons who use such mechanism and make provision for
direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases. Details of Vigil Mechanism is
provided on your company''s website: https://www.proteantech.
in/ financial-reports

ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(ESG) OBJECTIVES

Your company plays an important role in building inclusive,
sustainable, and resilient digital public infrastructure. The efforts are
focused on ensuring equitable access, empowering communities,
and generating lasting socio-economic and environmental value for
the people of India. As a trusted partner to both the government
and citizens, your Company is acutely aware of its responsibility to
drive systemic transformation in alignment with India''s sustainable
development goals and global climate action commitments.

Guided by a robust, impact-oriented governance framework, your
company is committed to advancing transparent, accountable,
and purpose-driven practices across all facets of its operations.
Sustainability is not just a priority but an integral part of our decision¬
making process. It is driven by data and embedded at every level of
the organization.

Looking ahead, the Company reaffirms its commitment to
advancing transparency, accountability, and measurable impact as
it continues its journey in Environmental, Social, and Governance
(ESG) practices. The Company remains dedicated to ensuring
that every action it takes not only drives business growth but also
contributes to building a sustainable, equitable future for all.

With this endeavor, the Company has developed its Integrated
Annual Report 2025-26, highlighting its value creation across
multiple capitals and demonstrating the integration of ESG
performance into its business strategy

INSURANCE

Your company has obtained a Comprehensive Business
Risk Insurance Policy to cover risks associated with business
operations. The scope of cover of this Insurance policy includes
legal liability and defense costs arising from third-party financial
losses, errors, omissions, or professional negligence during
service delivery. The policies have been obtained for the projects
mentioned below:

a. Tax Information Network & PAN services

b. Central Recordkeeping Agency (CRA)

c. National Judicial Reference System (NJRS)

d. Aadhaar authentication and e-KYC services

e. e-sign Services to Application Service Providers

f. ONDC Reconciliation & Settlement Framework (RSF)

All the above policies are obtained to mitigate business related
risks involved.

Your company has also obtained following Insurance policies to
cover the organization level risk and the policies are as under:

• Directors & Officers Liability Policy

• Cyber Risk Liability Insurance Policy

• Public Offering of Securities Insurance (POSI) Policy (This is a
one-time policy taken for a period of nine years.)

Apart from these, your company has taken adequate Insurance
cover for premises and equipment. The policy obtained is Electronic
Equipment Insurance (EEI) and Office Umbrella Insurance Policy.

All the policies are renewed on time to ensure continuity.

PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

MCA vide Companies (Accounts) Amendment Rules, 2021,
has amended Rule 8 with respect to the disclosure of details
of an application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year along with
their status as at the end of FY. Your company wishes to inform
that there is no such application made or proceeding pending
under the Insolvency and Bankruptcy Code, 2016 with respect to
your company during FY 2025-26.

DIFFERENCE IN AMOUNT OF THE VALUATION

MCA vide Companies (Accounts) Amendment Rules, 2021, has
amended Rule 8 with respect to the disclosure of details of the
difference between the amount of the valuation done at the time
of one time settlement and the valuation done while taking a loan
from the Banks or Financial Institutions along with the reasons
thereof. Your company would like to inform that the same was not
applicable as there was no such instance of either settlement or
loan from Bank or Financial Institution during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS
ON BOARD AND GENERAL MEETINGS:

The company has complied with Secretarial Standards issued by
the Institute of Company Secretaries of India on Board Meetings
and General Meetings.

INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integral part of the risk
management process which in turn forms part of Corporate
Governance addressing financial and financial reporting risks.
The Internal Financial Controls have been documented and
embedded in the business processes. Your Company has
deployed the principles enunciated below to ensure adequacy of
Internal Financial Controls with reference to:

• Effectiveness and efficiency of operations - Reliability of
financial reporting

• Compliance with applicable laws and regulations

• Prevention and detection of frauds

• Safeguarding of assets

Your Company has defined policies and standard operating
procedures for all key business processes to guide business
operations in an ethical and compliant manner. Compliance to
these policies is ensured through periodic self-assessment as
well as internal and statutory audits. The Company continues to
constantly leverage technology in enhancing the internal controls.

Your Board reviews the internal processes, systems and the internal
financial controls and accordingly, the Directors'' Responsibility
Statement contains a confirmation as regards adequacy of the
internal financial controls. Assurances on the effectiveness of
Internal Financial Controls is obtained through management
reviews, self- assessment, continuous monitoring by functional
heads as well as testing of the internal financial control systems by
the internal auditors during the course of their audits. The Company
believes that these systems provide reasonable assurance that
its internal financial controls are designed effectively and are
operating as intended.

CAUTIONARY STATEMENT

The Board Report contains statements which are made on behalf of
the company and are based upon the knowledge and information
available to the Directors at the time of making of this report.

APPRECIATION

Our Directors are grateful for the support and co-operation
extended by the Government of India, Reserve Bank of India,
Ministry of Finance, Ministry of Corporate Affairs, Ministry of
Education, Securities Exchange Board of India, BSE Limited,NSE
Limited, Ministry of Information and Broadcasting, Pension
Fund Regulatory and Development Authority (PFRDA), Ministry
of Agriculture & Farmers Welfare, Central Board of Direct Taxes,
Central Board of Indirect Taxes and Customs (CBIC), Central
Board of Film Certification (CBFC), Unique Identification Authority
of India, Controller of Certifying Authorities, State Governments/
Union Territories, State Commercial Tax Departments,
Department of Telecommunications (DoT), Indian Banks''
Association, Business Partners, Facilitation Centres, Points of
Service, Enrolment Agencies, Consultants, Suppliers and Bankers.

Our Directors express their deep sense of appreciation to all the
employees whose outstanding professionalism, commitment,
tireless efforts and initiatives have made the organization''s
growth and success possible. The Directors wish to express
their gratitude to our valued Members for their continued
trust and support.

For and on behalf of the Board of Directors of
Protean eGov Technologies Limited

Sd/-

Shailesh Haribhakti

Place: Mumbai Non-Executive, Non-Independent Director

Date: August 4, 2026 DIN: 00007347

Your Directors are pleased to present the Thirtieth (30th) Annual Report together with the Audited Financial Statements
of the Company for the financial year ended March 31,2025.

1. FINANCIAL SUMMARY

1.1 PERFORMANCE AT A GLANCE

Revenue

Revenue from operations stood at '' 8,395.30 million
in 2024-25 compared to '' 8,808.10 million in 2023-24,
registering a y-o-y decline of 4.69 %. The decline was
primarily attributable to decrease in PAN volumes. The
Profit After Tax (PAT) during the year was '' 942.10 million
as compared to '' 1,003.50 million in previous year. The
company has made provision for Tax of '' 259.70 million
(Current Year Tax)

Expenses

The total expenses of the company stood at '' 7,877.90
million in 2024-25 compared to '' 8,175.50 million in 2023¬
24, registering a y-o-y decline of 3.64%. The decrease in
variable expenses consequent to decline in volumes of
PAN.

PROFITABILITY
Profit before tax

The Company''s profit before tax stood at ? 1,201.80 million
in 2024-25 compared to ? 1,309.20 million in 2023-24.

Profit after tax

The Company''s profit after tax stood at ? 942.10 million in
2024-25 compared to ? 1,003.50 million in 2023-24.

1.2 DIVIDEND

The Board of Directors have recommended a dividend
of 100% i.e. ? 10/- per equity share (on the face value
of ? 10 each) for FY 2024-25 for consideration of the
Shareholders. The dividend distribution would result
in a cash outflow of ? 405.48 million (approx.) (Pay¬
out ratio of 44% approx.). The Dividend Declaration
Policy is available on the Company Website http://
www.proteantech.in/corporate-governance.

1.3 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

2. PROGRESS AT PROTEAN EGOV

A. KEY PROJECTS

Tax Modernization Services

1) Tax Services

Your company has established and manages
nationwide Tax Information Network (TIN) on behalf
of Income Tax Department (ITD). The principal
component of TIN is the automation of system for
administering Tax Deducted at Source (TDS) which
today forms a significant part of direct tax collection.
Besides, TIN provides a facility for Government
Categories of Filers to furnish Statement of Financial
Transactions (SFT) containing information regarding
high value transactions undertaken by various
taxpayers. The company also processes applications
for issuance of Permanent Account Number (PAN) and
Tax Deduction and Collection Account Number (TAN).
TIN also provides a facility to Government Offices for
upload of Form 24G Statements to be filed by Account
Offices (AO/PAO/DTO). These Account Offices are
identified by an Account Office Identification Number
(AIN) which is mandatorily required for furnishing
Form 24G Statements. Protean processes applications
for issuance of AIN to Account Offices

2) Online PAN Verification (OPV) Facility

Your company has established a facility to enable
authorized entities to avail internet based service for
verification of PANs i.e. Online PAN Verification facility
on behalf of Income Tax Department. The users have
three options for accessing this service viz;

1. Screen based PAN verification

2. File based PAN verification

3. Software API based PAN verification

Social Security & Welfare

3. Central Recordkeeping Agency (CRA) for National
Pension System

CRA acts as an operational interface between PFRDA
and other NPS intermediaries. Your company has
been acting as the Central Recordkeeping Agency
(CRA) for National Pension System (NPS) for over
sixteen years now. Along with Central Government,
CRA services are also being provided to various
other sectors namely, Central Autonomous Bodies
(CABs), State Governments/ Union Territories, State
Autonomous Bodies (SABs), Corporate Sector, All
Citizens of India (referred as Unorganized Sector i.e.
UOS), NPS Lite and Atal Pension Yojana (APY).

Certificate in accordance with Regulation 18(2b)
Pension Fund Regulatory and Development Authority
(Central Recordkeeping Agency) (Amendment)
Regulations, 2023 is enclosed as Annexure - E. The
company maintains separate accounts in relation to
CRA activities under NPS and other pension schemes.
Annual report along with separate audited financial
Statement for CRA activities will be submitted to
Pension Fund and Regulatory Authority.

i. NPS Government Sector:

The Government Sector consists of Central
Government (including CABs) and State Governments/
Union Territories (including SABs).

ii. NPS Private Sector:

NPS Private Sector consists of All Citizens of India
sector (also referred to as Unorganized Sector i.e.
UOS) and Corporate Sector.

iii. eNPS:

Protean in its continuous endeavour to simplify
procedures and modalities of NPS, developed an

online platform (based on PFRDA guidelines) for
registration and contribution. This platform has
been made available to Non-Government as well as
Government Sector. Under eNPS, multiple options
of registration such as through Aadhaar, DigiLocker,
CKYC Registry have been provided. eSign/ OTP based
authentication facility has been integrated in eNPS
platform to enable a Subscriber to sign his/her PRAN
application electronically. This process ensures that
PRAN is available to the Subscriber instantly. Also, this
paperless on-boarding process has eliminated the
requirement of submission of physical documents to
CRA, thus enhancing the ease of registration process.
For contribution submission, multiple payment
options such as Net Banking, Debit Card, Credit Card,
UPI, etc. have been enabled under eNPS.

iv. Atal Pension Yojana (APY):

APY is an initiative towards making India a pensioned
society through financial inclusion. The assured
pension and fixed instalment amount with respect to
the age not only makes the scheme more attractive
to the economically weaker sections but also
makes the product simpler and comprehensible.
APY is being administered by PFRDA within the
institutional architecture of NPS. The scheme has
been implemented through Banks/ Payment Banks
and Department of Posts.

v. NPS Vatsalya:

During FY 2024-25, NPS Vatsalya was implemented,
and its objective is to create a pensioned society
and encourage the empowerment of children by
inculcating the habit of saving for retirement from an
early age. Opening a NPS Vatsalya account provides
the child with a head start on saving for retirement
and offers valuable financial lessons from an early
age. It instills the importance of financial planning
and discipline, which can benefit the child throughout
their life. NPS Vatsalya is open to all citizens of India
who are under the age of eighteen years. The account
will be opened and operated by the guardian on
behalf of the minor.

vi. Unified Pension Scheme (UPS):

The Unified Pension Scheme (UPS) has been
introduced by the Central Government as an option
under the National Pension System (NPS) for Central
Government employees with effect from 1st April
2025. The UPS provides assured pay-out based on
certain prescribed conditions. An existing Central
Government employee in service as of 1 April 2025,

who are covered under NPS is eligible to opt for UPS.
Also, a newly recruited Central Government employee
joining service on or after 1 April 2025 is eligible to opt
for UPS. In addition, a Central Government employee
who was covered under NPS, retired on or before
31st March 2025 and who meets certain prescribed
conditions (as stipulated) is eligible to opt for UPS. In
order to have seamless implementation of UPS from
April 1,2025, during FY 2024-25, CRA has undertaken
various activities such as system development for
operationalising UPS, training & handholding to Nodal
Offices on UPS operations, SMS/email intimation
about UPS to Subscribers, information dissemination
through CRA website etc.

vii. Empowering Subscribers:

1. Mobile App: In order to provide ease of access,
NPS Mobile App has been made available for
NPS Subscribers. Using this App, Subscriber can
access various functionalities such as Transaction
Statement, Contribution Remittance, details of
latest contributions, change in contact details,
change in address details, change in Scheme
Preference under NPS after providing PRAN
as User ID and password. The App is available
for download on ''Google Play Store'' as ''NPS by
Protean eGov'' for Android users. The App is also
available for iOS and Windows users. This Mobile
App is a common Mobile App for both NPS and
APY Subscribers as well. .

2. Chatbot: NPS/APY Chatbot (KYNA) has been
implemented on NPS/APY Transaction websites.
Existing as well as prospective Subscribers
can access Chatbot for information / queries
on NPS as well as APY. NPS Subscribers can
get the Transactional information specific to
NPS Account like Account Balance, Recent
Contribution Credits, Subscriber Detail View, etc.
using KYNA.

3. NPS Prosperity Planner (NPP): NPP has been
made available under NPS for the benefit
of Subscribers. NPP is futuristic and offers
personalized retirement planning for the
Subscribers, based on their past contribution,
expected income rise in the future and their cost
of living. The calculator provides the Subscriber
with the reasonable projections which aid in
better retirement planning to ensure adequate
and sustainable old-age income.

4. Balanced Life Cycle Fund - A new life cycle
fund viz. Balanced Life Cycle Fund (BLC) was
introduced during FY 2024-25 for private sector
subscribers (Corporate and All Citizen) to provide
automatic rebalancing of the asset classes as
per age and risk profile of the subscriber. The
maximum equity allocation under BLC shall be
50% which shall taper down after the age of 45
years as compared to 35 years under existing life
cycle funds.

viii. Other Initiatives :

a) Capacity Building and Marketing Initiatives:

Several initiatives have been taken to reach out
to different stakeholders of NPS during FY 2024¬
25. Also, Subscriber Awareness Programmes
(SAP) are conducted to complement the efforts
of PFRDA to make NPS popular amongst the
masses and also to increase the awareness about
NPS across India and about various features of
NPS.

b) Mandatory 2 - Factor Aadhaar Authentication
for CRA System Access w.e.f. 1st April 2024:

Government Nodal Offices (PrAO/DTA/
PAO/ DTO/DDO) and Private Offices (Point of
Presence/Corporates), are granted with access
to CRA system for conducting NPS related tasks,
perform activities and generate various reports.
The additional security layer, 2-Factor Aadhaar-
based authentication process implemented
compulsorily for Government Nodal Office users
logging into the CRA system, effective from 1st
April 2024. The two-factor approach significantly
reduces the risk of unauthorized access to the
CRA system. Also, this additional layer safeguards
NPS transactions and protects the interests of
both subscribers and stakeholders. Similar to
NPS, 2-Factor Aadhaar- based authentication
also implemented for Nodal Offices of APY & NPS
Lite.

c) Digital Media Initiatives: To be in step with
digital revolution, we have made ourselves
significantly present in the digital space. Protean
CRA has ramped up digital marketing initiatives
which are focus on driving interest towards
NPS and APY. Various new digital marketing
initiatives, in the form of social media, audio¬
visual content, online collaborative campaigns
were aimed to increase reach and engagement
with Subscribers and Stakeholders. We are
actively present on four most powerful platforms

of the digital era - Facebook, YouTube, Quora
and Instagram.

Protean CRA has worked continuously towards
creation of awareness and providing the support
to the channel partners in creating visibility for
the product. Our Social Media imprint and Digital
content are widely circulated and utilised by all
stakeholders.

d) Information on NPS Investments through
Consolidated Account Statement (CAS): The

CAS provided by National Securities Depository
Limited (NSDL) and Central Depository Services
Ltd (CDSL) offers a consolidated view of the
personal investments in the securities market
with updated mark-to-market values. It
encompasses holdings of Demat accounts and
mutual fund holdings of the investors.

Now, in line with the Government of India''s
vision to create a comprehensive record of every
individual''s financial assets, NPS Transaction
Statement has been integrated with CAS
provided by depositories (NSDL / CDSL). The
facility to include NPS Transaction Statement
in CAS will be available to NPS subscribers on
consent basis.

4) IDENTITY SERVICES

Authentication, e-KYC & e-Authentication services

1) DIGITAL IDENTITY SERVICES

Protean has been authorised by Unique
Identification Authority of India (UIDAI) as
an Authentication Service Agency (ASA) and
Authentication User Agency (AUA) for providing
Aadhaar Authentication Services to various
entities. Protean has also been authorised by
UIDAI as KYC Service Agency (KSA) and KYC User
Agency (KUA) for providing Aadhaar based e-KYC
services to various entities. e-KYC is a unique
service through which Know Your Client (KYC)
process can be performed electronically using
Aadhaar database with explicit authorization by
the Resident. As of now, more than 65 entities
including Central/ State Governments, Banks/
Payment Bank, PSUs, Insurance Companies avail
these services from Protean.

2. e-Sign Service Provider (ESP) licensed by
Controller of Certifying Authorities (CCA)

e-Sign is an online electronic (digital) signature
service to facilitate Aadhaar holders to digitally

sign documents. UIDAI provides facility for
Aadhaar authentication using biometric of
the Resident or One Time Pin (OTP), sent
on the respective mobile number of the
Resident registered with UIDAI. e-Sign aims
at transforming the use of digital signatures
and promote paperless digital environment
using Aadhaar. e-Sign has been recognized as
a valid mode of signature under provisions of
Second Schedule of the Information Technology
Act and Guidelines issued by CCA (Electronic
Authentication Technique and Procedure) Rules,
2015. e-Sign services can be used for various
purposes like digital signing of application for
opening of bank account, loans, Trading and/or
DEMAT Account, customer onboarding, eNACH
mandate, application for PAN, application for
Permanent Retirement Account Number (PRAN)
for National Pension System (NPS)/Atal Pension
Yojana (APY) among others.

So far, more than 180 entities comprising Banks,
Insurance Companies, Non Banking Financial
Company (NBFC), Depository Participants, Stock
Brokers, e-Commerce organizations, Financial
Institutions, Corporate Bodies, among others.
have been registered with Protean as Application
Service Provider (ASPs). Online PAN application
and Online NPS modules of Protean have
implemented e-Sign services and are operational
as an ASP.

5) EDUCATION AND SKILL FINANCING SOLUTIONS
Vidya Lakshmi Portal for Educational Loan
Schemes of Banks

Vidya Lakshmi Portal (VLP) is developed by your
company, under the guidance of Department of
Financial Services (Ministry of Finance), Department
of Higher Education (Ministry of Education) and Indian
Banks'' Association (IBA). This Portal is a first of its kind
portal providing single window for students to access
information and make application for Educational
Loans provided by Banks.

Students can view, apply and track the education
loan applications to banks anytime, anywhere by
accessing the portal. The portal also provides linkage
to the National Scholarship Portal.

Progress so far:

• As on March 31, 2025, there were 38 banks and
86 loan schemes registered on VLP.

• As on March 31, 2025, a total of 49,20,085
students have registered on VLP, out of which
20,76,724 Students have applied for various loan
schemes and 10,25,182 educational loans have
been disbursed through VLP.

The acceptance of new registrations and applications
has been discontinued from February 27, 2025.

Vidyasaarathi Portal for online acceptance of
applications and distribution of scholarships to
students

Vidyasaarathi Portal (VSP) is developed by your
company for online acceptance of scholarship
applications and distribution of scholarships to
students. VSP is a technology-enabled initiative by
Protean and Tata Institute of Social Sciences (TISS)
to bridge the huge gap in education finance in the
country through an online platform.

This solution has the ability to bring together various
stakeholders like students, institutes and corporates
on a single platform. The solution becomes more
relevant in the wake of the CSR policy mandate and
will assist subscriber organizations in shaping their
CSR policy related to education.

Features of Vidyasaarathi:

• Corporates can design their own educational
finance schemes.

• Easy management of designed schemes.

• Online system for submission and processing
of scholarship application forms. Archiving and
retrieval of past scholarship records.

• Central trust for scholarship disbursal.

• Help Desk support for students, corporates and
institutes.

• Career related online tests for students.

Progress so far (as on March 31, 2025):

i. Number of students registered on the VSP:
18,05,138

ii. Number of students who have applied for
scholarships: 15,13,302

iii. Number of Corporates on-board: 71

iv. Number of Scholarship schemes published:
1,226

v. Total scholarship corpus: '' 106.25 Cr

vi. Total scholarships awarded/ disbursed: 49,067

6) OTHER PROJECTS

Workflow Management System for Central Board
of Film Certification ("CBFC")

Central Board of Film Certification ("CBFC") of
the Ministryof Informationand Broadcasting,
Government of India has engaged Protean as the
"Implementation Agency" for Design, Development,
Implementation, Hosting and Maintenance of Online
Film Certification Application Processing System and
the CBFC website. The existing contract was extended
from January 1, 2025 to December 31, 2025 for a
period of 1 year. This system enables applicants to
submit film certification application online, upload
scanned copies of supporting documents, make
online payments, upload short films online and track
the status of their certification application online.
It also facilitates the CBFC Officials to process the
application, by providing a web-based interface to
capture end-to-end application approval workflow
for the departmental users associated with the
certification process, including screening of short
films. This system also helped the Department
to better the inter-departmental user interfaces,
reduce administrative hassles, increase efficiency,
transparency and minimized need of in-person visits
by the applicants (producers/ agents) to CBFC Offices.

This system was made operational on March 27, 2017
and has so far generated 1,31,763 certificates for films
of various categories till March 31, 2025. Digitization
of old paper certificates issued by CBFC before the
launch of this system was also undertaken and has
been completed. These digitized certificates have
been made available in the new system for internal
reference.

Data Stack:

Your Company will also provide services related to
Digital Identity Services, KYC, Digital Customer On-
boarding, Data Analytics Services to entities from
BFSI and other sectors. Other services such as GSP/
GVS services, ITR verification, MCA data verification,
Employment verification among others would also be
provided to complete the entire gamut of Verification
Services.

Account Aggregator:

Your Company will leverage its existing relationships
with Banking and other financial sector organizations
to offer Account Aggregator services that will help

offer consent management to citizens and consented
fetching of data to various regulators from RBI, SEBI,
IRDA and PFRDA regulated entities to promote greater
financial inclusion.

Cloud Services:

As an extension of our commitment to building
population scale technology solutions and providing
the necessary interventions for ecosystem creation,
your company has launched made-in-India, high
performance and energy-efficient Cloud Services.

Open Digital Ecosystems:

Your Company is also one of the main contributors
and enablers towards building of sustainable and
innovative technology solutions ensuring inclusivity,
ease of access and fair pricing structure. Open Digital
Ecosystems would enable government and private
entities to collaborate for service delivery and allow
various players to build new services and solutions
which will coexist in this ecosystem.

ISO Certifications

i. ISO 27001:2022 Certification (Information
Security Management Standard)

Protean continues to hold ISO 27001:2022
Certification for TIN, PAN, CRA, Aadhaar
Authentication and e-KYC Services and GST
projects. This is an enhanced version of the
Information Security Standards published by
International Organization for Standardization
("ISO").

ii. ISO 22301:2019 Certification (Business
Continuity Management Standard)

Protean is committed to deliver service to
its customers on continuous basis, without
interruption. Protean has implemented Business
Continuity Management System ("BCMS")
Standard (ISO/IEC 22301:2019) to establish,
manage, maintain and continually improve
Business Continuity capabilities/ practices for
CRA-NPS project. An organization structure
comprising of cross-functional teams has been
identified to ensure BCMS implementation is
effective. Periodic testing of BCP plans is carried
out to ensure that it helps to be an overall
resilient organization.

iii. ISO 20000-1:2018 Certification (IT Services
Management Standard)

For effectively meeting the SLA requirements of
the Regulator, the company has adopted ITSM
(Information Technology Service Management)

framework for Central Record Keeping Agency
System (National Pension System and continues
to hold ISO 20000-1:2018 Certification). The ITSM
policy objectives focus on customer satisfaction,
leveraging of latest technology, alignment of
business needs with IT services and maintaining
domain expertise and productivity of people
above defined benchmark levels. The importance
of service quality and its continual improvement
is accorded due importance to ensure and
enhance customer experience. ITSM helps
to identify areas for improvement in services
delivery and support. The same is achieved by
integration of People, Processes, Technology
and Partners (Customers and Suppliers).

iv. ISO 9001:2015 Certification (Quality
Management Standard)

Foundation of any customer satisfaction is
the Quality of Service. Considering the nature
of services offered by the company and the
volume of transactions, it is very important to
maintain high service quality and on sustained
basis. Towards this objective, the company has
implemented ISO 9001 Standard for quality
management of its TIN & PAN Processes &
continues to hold ISO 9001:2015 Certification.

Capability Maturity Model Integration ("CMMI")

CMMI is a model developed by the Carnegie Mellon
Software Engineering Institute (SEI). The model
expresses maturity of organizations at various
capability levels and also defines the characteristics
of effective processes for satisfying the requirements
at each level. As a de-facto standard reference model
for process improvement, it is used by numerous
companies throughout the world. Protean was
certified at Capability Maturity Model Integration for
Services (CMMI SVC domain - Level 5), for Central
Recordkeeping Agency- for Subscriber Services and
CRA Systems Infrastructure, in April 2023. An appraisal
at maturity level 5 indicates that the organization is
performing at the highest - an ''Optimizing'' level. At
this level, processes are systematically managed by
a combination of process optimization and continual
process improvement. Protean, by implementing
high maturity process areas of CMMI SVC level 5, has
affirmed its commitment to deliver best services to all
its customers.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) of the Securities and

Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (''SEBI Listing Regulations,
2015''), the Management Discussion and Analysis Report
for FY 2024-25, forms part of the Annual Report.

RISK MANAGEMENT

Your Company has adopted a Risk Assessment and
Management Policy. The Risk Management Committee
of the Board reviews key risks affecting the Company and
mitigation measures thereof. In the opinion of the Board,
there are no elements of risks which may threaten the
existence of the Company. The details of Risk Management
Committee are given in the Corporate Governance Report

BOARD LEVEL CHANGES

Board Level changes during FY 2024-25 are mentioned
below:

• Mr. Mukesh Agarwal (DIN: 03054853) resigned and
ceased as Non-Executive Non-Independent Director
w.e.f. July 29, 2024.

• Mr. Sriram Krishnan (DIN: 0781687) was appointed
as Non-Executive Non-Independent Director w.e.f.
August 05, 2024 and ceased as Non-Executive Non¬
Independent Director w.e.f. November 25, 2024.

The Board composition as on March 31,2025 is as below:

¹ ceased to be a Director w.e.f. July 29, 2024

² ceased to be a Director w.e.f. November 25, 2024

To recommend appointment of Director(s) as per
Companies Act, 2013:

a) To recommend Director(s) retiring by Rotation to the
Board:

In accordance with the provisions of the Act and
the Articles of Association of the company, Mr.
Shailesh Haribhakti (DIN: 00007347), Non-Executive

Non- Independent Director of the company, retires
by rotation at the ensuing Annual General Meeting
(AGM) and being eligible has offered himself for
re-appointment. The details for re-appointment
including the terms and conditions are mentioned in
the Item No. 3 of AGM Notice.

The above appointment have been recommended by
the Nomination & Remuneration Committee and the
Board.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of sub-section (51) of Section
2 and Section 203 of the Act read with the Rules framed
thereunder, the following persons are the Key Managerial
Personnel of the Company as on March 31,2025:

1. Mr. Suresh Sethi - Managing Director & Chief
Executive Officer

2. Mr. Jayesh Sule - Whole-time Director & Chief
Operating Officer (ceased w.e.f. August 1,2025)

3. Mr. Sandeep Mantri- Chief Financial Officer (Appointed
w.e.f. August 12, 2024)

4. Mr. Sudeep Bhatia - Chief Financial Officer (ceased
w.e.f. June 4, 2024)

5. Mr. Maulesh Kantharia - Company Secretary &
Compliance Officer

Mr. Sudeep Bhatia resigned as the Chief Financial Officer
of the Company w.e.f. June 4, 2024 and Mr. Sandeep
Mantri was appointed as the Chief Financial Officer of the
Company w.e.f. August 12, 2024.

Furter, Mr. Jayesh Sule resigned as the Whole-time Director
& Chief Operating Officer of the Company w.e.f. August 1,
2025

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the
Companies Act, 2013, the Directors confirm that to the
best of their knowledge and belief and according to the
information and explanations obtained by them:

i. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

ii. the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the

company at the end of the financial year and of the
profit and loss of the company for that period;

iii. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors have ensured that the annual accounts
are prepared on a going concern basis;

v. the Directors had laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and were operating
effectively;

vi. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

GOVERNANCE:

a. Corporate Governance Report:

Pursuant to Regulation 34(3) and Schedule V of
the SEBI Listing Regulations, 2015, a Corporate
Governance Report for FY 2024-25 and Certificate
from the Secretarial Auditor confirming compliance
with the conditions of corporate governance
prescribed under the SEBI Listing Regulations, 2015 is
forming part of the Annual Report.

b. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, 2015 read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July
2023, the Business Responsibility and Sustainability
Report (''BRSR'') for FY 2024-25 has been prepared
based on the framework of the National Guidelines
on Responsible Business Conduct and in the format
prescribed by SEBI.

c. ANNUAL RETURN

As per the provisions of Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013 and the rules
made thereunder, Annual Return for the financial
year ended on March 31, 2025 in prescribed Form
MGT-7 is available on the website of the company on:
https://www.proteantech.in/financial-reports

d. BOARD EVALUATION

Pursuant to the provisions of the Companies Act,
2013, an annual performance evaluation of the
Board as a whole, the Directors individually as well
as the evaluation of the Committees of the Board has
been carried out in the following manner as per the
parameters laid down:

• As per the provisions of the Section 178(2)
of the Companies Act, 2013, the Nomination
& Remuneration Committee has carried out
evaluation of every Director''s performance;

• As required under Schedule IV of the Companies
Act, 2013, Independent Directors of the company
have carried out performance evaluation of the
Chairman and of Non-Independent Directors
and Board as a whole and have also assessed
the quality, quantity and timeliness of flow of
information between the company Management
and the Board; and

• As per Section 134(3)(p) read with Schedule IV of
the Companies Act, 2013, the entire Board has
carried out the annual evaluation of their own
performance and that of its Committees and
Individual Directors.

A separate Meeting of the Independent Directors was
held on March 7, 2025 to review the performance of
Non-Independent Directors and the Board, taking
into account the views of Directors. The performance
of the Independent Directors was evaluated by the
entire Board except the person being evaluated.
The performance of the Committees was evaluated
by the Board seeking inputs from the Committee
Members. The Board carried out the evaluation of
their own performance and that of its Committees
and individual Directors keeping in mind.

In the opinion of the Board, all the Independent
Directors have acted with integrity and have the
requisite experience and expertise in the context of
the business of the Company to make a significant
contribution to the deliberations of the Board of
Directors.

e. Transfer of Unpaid & Unclaimed dividend and
shares to Investor Education and Protection Fund

The Company did not have any requirement to
transfer funds to Investor Education and Protection
Fund. For FY 2023-24''1,99,667.36 is lying in unpaid
dividend account.

Pursuant to Sections 124 and 125 of the Act read
with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 as amended, dividends, if not claimed
for a consecutive period of 7 years from the date of
transfer to Unpaid Dividend Account of the Company,
are liable to be transferred to the Investor Education
and Protection Fund ("IEPF").

e. REMUNERATION POLICY

In accordance with the provisions of Companies Act,
2013, the Board has, on the recommendation of the
Nomination & Remuneration Committee framed a
policy relating to the remuneration for its Directors,
Key Managerial Personnel and other employees. The
Board approved Remuneration Policy is uploaded
on the website of the company at: https://www.
proteantech.in/corporate-governance/

f. Employee Stock Option Plan

The Company grants share-based benefits to eligible
employees with a view to attracting and retaining the
best talent, encouraging employees to align individual
performances with the Company objectives, and
promoting their increased participation in the growth
of the Company

Pursuant to "Protean eGov Technologies Limited
Employee Stock Option Plan 2017", as amended by the
Shareholders by passing Special Resolution at their
Meetings held on December 3, 2020 and September
23, 2021 which covers eligible employees of the
company and its present and future subsidiaries,
the Company has granted stock options (each option
carrying entitlement for one equity share) to eligible
employees. These stock options are vested after the
expiry of one year from the date of grant and can
be exercised as per grant conditions for respective
employees from the date of vesting at the exercise
price and payment of perquisite tax. Pursuant to
exercise of stock options by employee of the company
during the year, the Board approved the allotment
of 1,01,507 (One Lakh One Thousand Five Hundred
and Seven only) fully paid equity shares of face value
of '' 10/- (Rupees Ten only) each of the Company to
eligible employees in accordance with the terms of
ESOP Scheme, 2017.

Relevant disclosures under the Companies Act,
2013 on Employee''s Stock Option is set out as
Annexure - C and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been actively contributing to socially
and environmentally beneficial projects, reflecting its
commitment to inclusive and sustainable development.

The Company remains committed to its role as a socially
responsible corporate citizen and continues to contribute
towards meaningful and impactful initiatives that support
the larger community.

During the financial year 2024-25, the Company undertook
CSR initiatives across key focus areas permitted under
Schedule VII of the Companies Act, 2013. These included
Education, Healthcare, and Environmental Sustainability.
The Company spent '' 3 Crs on various projects impacting
over 35,000 beneficiaries. The details are covered in Social
and Relationship Capital section of this Report.

The Annual Report as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014, on CSR
activities undertaken by the company is annexed herewith
as Annexure - A and forms part of the Report.

OTHER DISCLOSURES

1. The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.

2. Except shares issued under ESOP Plan 2017, the
Company has not issued any other shares (including
sweat equity shares) to employees under any scheme.

3. There was no revision in the financial statements.

4. There has been no change in the nature of business
of the Company.

5. The Managing Director & CEO of the Company did not
receive any remuneration or commission from any of
its subsidiaries.

6. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in
future.

7. There have been no material changes or commitments
affecting the financial position of the Company which
have occurred between the end of the financial year
and the date of this report.

8. There are no proceedings, pending under the
Insolvency and Bankruptcy Code, 2016 corporate
insolvency resolution.

DETAILS OF SUBSIDIARIES

i. NSDL e-Governance (Malaysia) Sdn. Bhd.

Your company had set up a subsidiary company in
Malaysia in 2017 in the name NSDL e-Governance
(Malaysia) Sdn. Bhd. The purpose of setting up the
Joint Venture was to explore e-governance project
opportunities in Malaysia and other neighboring
countries. The said subsidiary is dissolved w.e.f.
December 16, 2024.

ii. Protean eGov Technologies Australia Pty Ltd.
(formerly known as NSDL e- Governance Australia
Pty Ltd.)

Your company has incorporated a wholly-owned
subsidiary company in Australia in FY 2020-21,
in the name NSDL e-Governance Australia Pty
Ltd. (name changed w.e.f. January 25, 2022). The
purpose of setting up this subsidiary is to design,
develop, manage, and implement e-Governance
projects through efficient use of information and
communication technologies in Australia and other
neighbouring countries. The said subsidiary is in the
process of winding-up.

iii. Protean Account Aggregator Limited (formerly
known as NSDL e-Governance Account Aggregator
Limited)

Account aggregation is an initiative of the Government
under the aegis of RBI to facilitate aggregation of
customers'' assets and deliver reporting services that
can help spread financial services. Your company has
incorporated a wholly-owned subsidiary company
in the name Protean Account Aggregator Limited
(Formerly NSDL e-Governance Account Aggregator
Limited) which has received in-principle approval
from RBI on October 27, 2021. Final Certificate of
Registration was received on January 9, 2023.

iv. Protean InfoSec Services Limited (formerly known
as NSDL e-Governance InfoSec Services Limited)

Protean InfoSec Services Limited is incorporated for
providing Cyber Security Consulting and Advisory
services.

The financials of the subsidiary companies are
made available and consolidated in terms of the
requirements of Section 129(3) of the Companies
Act, 2013. Pursuant to provisions of Section 129(3)
of the Companies Act, 2013 read with Rule 5 of the
Companies Accounts (Rules) 2014, a statement in
Form AOC-1 is attached to the financial statements of
the company.

The Board of Directors of the Company unanimously
approved at its meeting held on 21 May 2025, as
recommended by the audit committee, the Scheme

of Arrangement under Sections 230 to 232 of the
Companies Act, 2013 between the Company and its
wholly owned subsidiary, Protean Infosec Services
Limited (''PISL''). Under the said Scheme, PISL will
demerge its Governance, Risk & Compliance and
Managed SOC Services business to the Company and
retain the remaining business as defined under the
Scheme. The Scheme of Arrangement is subject to
the approval of shareholders, creditors of PISL and
the National Company Law Tribunal, Mumbai Bench.
The Scheme, if approved will be operative with effect
from 01 April 2025. The Demerged Company i.e., PISL,
being a wholly owned subsidiary of Company, there
shall be no issue of shares as consideration for the
transfer of the said undertaking and vesting of the
Demerged Undertakings.

v. Protean International DMCC

Your company has incorporated a wholly-owned
subsidiary company in Dubai, UAE on August 27,
2024, in the name Protean International DMCC. The
purpose of setting up this subsidiary is to diversify into
new sectors leveraging emerging technologies, while
embracing new business models & geographies and
for our global expansion strategy and expand our
business footprint into international geographies.

AUDITORS

i. STATUTORY AUDITORS

The Members at the Twenty-Sixth (26th) Annual
General Meeting of the company held on September
23, 2021 had re-appointed M/s. BSR & Associates LLP,
Chartered Accountants, [ICAI Registration Number
116231W/W-100024] as Statutory Auditors of the
company to hold office for a period of five years from
FY 2021-22 till the conclusion of AGM to be held in the
year 2026.

Further, the Auditors'' Report from Statutory Auditors
does not contain any qualifications, reservations or
adverse remarks. The report of the Statutory Auditor
forms part of the financial statements.

ii. SECRETARIAL AUDITORS

Pursuant to the amended provisions of Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204
of the Companies Act, 2013, read with Rule 9 of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors have approved
and recommended the appointment of M/s. S. N.
Ananthasubramanian & Co., (SNACO) Practicing

Company Secretaries (Firm Registration Number:
P1991MH040400) as the Secretarial Auditors of the
Company for a term of 5 (Five) consecutive years from
the FY 2025-26 till FY 2029-30, subject to the approval
of the Members at ensuing AGM.

Brief profile and other details of M/s. S. N.
Ananthasubramanian & Co., Practicing Company
Secretaries, are disclosed in the AGM Notice approved
by the Board. They have given their consent to act
as Secretarial Auditors of the Company and have
confirmed their eligibility for the appointment.

The Secretarial Auditors have also confirmed that
they have subjected themselves to the peer review
process of Institute of Company Secretaries of India
(ICSI) and hold valid certificate issued by the Peer
Review Board of the ICSI.

The Secretarial Audit Report for FY 2024-25 is annexed
herewith as Annexure - B and forms part of this
report. The Secretarial Audit Report does not contain
any qualifications, reservations or adverse remarks.
The applicable Secretarial Standards have been duly
complied by your Company.

iii. INTERNAL AUDITORS

The Company has been undertaking Internal Audit
since inception. In terms of the provisions of the
Companies Act, 2013 and Rules notified thereunder,
M/s Grant Thornton Bharat LLP are appointed as
Internal Auditors for a period of two years from FY
2023-24. Further, their appointment was renewed for
a period of one year for FY 2025-26. Internal Auditors
carry out the audit as per the Audit Plan approved by
the Audit Committee and submit report on a quarterly
basis to the Audit Committee. Internal Auditors
evaluate the effectiveness of internal controls and
suggest measures for their improvement.

iv. COST AUDITORS:

The provision of Section 148(1) of the Companies Act,
2013 read with Rules made thereunder pertaining
to maintaining the cost records do not apply to the
company.

v. Reporting of Frauds by Auditors

During the year, the Auditors have not reported any
fraud to the Audit Committee or the Board under
Section 143(12) of the Act read with Rule 13 of the
Companies (Audit and Auditors) Rules, 2014.

PUBLIC DEPOSITS

The company has not invited, accepted or renewed any
deposits from the public within the meaning of Section 73
of the Companies Act, 2013. Accordingly, the requirement
to furnish details relating to Deposits covered under
Chapter V of the Companies Act, 2013 does not arise.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into
during the financial year with related parties were on an
arm''s length basis and in the ordinary course of business
and were in compliance with the applicable provisions
of the Companies Act, 2013. Hence, Form AOC-2 is not
applicable for FY24-25.

The company has, however, paid remuneration to Key
Management Personnel pursuant to their employment
which is in the ordinary course of business and at arms''
length basis.

All Related Party Transactions are placed before the Audit
Committee for its approval. The transactions with related
parties are also reviewed by the Board on periodic basis.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS/OUTGO

The company has taken following initiative in respect of
conservation of energy:

Solar Photovoltaic (PV) Panels with Installed capacity of 20
Kw was commissioned at the Data Centre site in Pune. The
Solar PV system at Data Centre site in Pune has generated
24,156 KWH units in FY 2024-25.

Further, the company has used Information Technology
extensively in its operations.

Foreign Exchange earnings/outgo during the year
under review:

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12)
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the company is set out as
Annexure - D and forms part of this Report.

ORDERS PASSED AGAINST THE COMPANY

During the year under review, there were no orders passed
by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The investments made during the year are in accordance
with the provisions of the Companies Act, 2013. The
particulars of Investments made during FY are set out
in the Notes to Accounts which form part of this Annual
Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments,
affecting the financial position of the company which
occurred during between the end of the financial year to
which the financial statements relate and the date of this
report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment
Policy named as Positive Work Environment Policy in
line with the requirements of the Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Policy has been formed to
prohibit, prevent or deter the commission of acts of sexual
harassment of women at workplace and to provide the
procedure for redressal of complaints pertaining to sexual
harassment. An Internal Committee (IC) has been set up to
redress complaints received regarding sexual harassment.
All employees (regular or temporary including contractor
employees, probationer, trainee and apprentice) of the
company and the Subsidiaries are covered under this
policy.

There were no complaints received during the FY 2024¬
25. Awareness program for all employees was conducted
during the year.

Pursuant to the Companies (Accounts) Amendment Act,
2018, the company has complied with provisions related
to the constitution of Internal Committee under the Act.

STATEMENT ON MATERITY BENEFIT COMPLIANCE

Your Company adheres to the provisions of the Maternity
Benefit Act, 1961.

CODE OF ETHICS AND VIGIL MECHANISM

Your company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity
and ethical behaviour. The company has adopted a Code
of Ethics ("the Code"), which lays down the principles and
standards that should govern the actions of the company,
its Directors and employees. Besides, the Staff Rules
adopted by the company also govern the conduct of the
employees.

The Companies Act, 2013 provides for establishment of
a vigil mechanism for Directors and employees of the
company to report genuine concerns. In view of the above,
the company has formulated ''Whistle Blower Policy'' to
enable its Directors and employees to report instances of
unethical conduct, actual or suspected fraud or violation

of the company''s Code and Staff Rules and to prescribe
the procedures to be followed by them. During the year
under review, one Whistle Blower complaint was received
and closed after taking appropriate actions.

Under this policy, any Director or employee of the
company can report any actual or possible violation of the
Code or Staff Rules or other applicable laws or an event
he/she becomes aware of that could affect the business or
reputation of the company as per the procedure specified in
the Policy. There is a Whistle Blower Committee constituted
by the company for overseeing the implementation of this
Policy and to deal with complaints received under the
Policy. The vigil mechanism so established provides for
adequate safeguards against victimisation of persons who
use such mechanism and make provision for direct access
to the chairperson of the Audit Committee in appropriate
or exceptional cases. Details of Vigil Mechanism is provided
on your company''s website: https://www.proteantech.in/
corporate-governance/.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(ESG) OBJECTIVES

Your company plays an important role in building inclusive,
sustainable, and resilient digital public infrastructure.

The efforts are focused on ensuring equitable access,
empowering communities, and generating lasting socio¬
economic and environmental value for the people of India.
As a trusted partner to both the government and citizens,
your Company is acutely aware of its responsibility to
drive systemic transformation in alignment with India''s
sustainable development goals and global climate action
commitments.

Guided by a robust, impact-oriented governance
framework, your company is committed to advancing
transparent, accountable, and purpose-driven practices
across all facets of its operations. Sustainability is not
just a priority but an integral part of our decision-making
process. It is driven by data and embedded at every level
of the organization.

Looking ahead, the Company reaffirms its commitment to
advancing transparency, accountability, and measurable
impact as it continues its journey in Environmental, Social,
and Governance (ESG) practices. The Company remains
dedicated to ensuring that every action it takes not only
drives business growth but also contributes to building a
sustainable, equitable future for all.

With this endeavor, the Company has developed its
Integrated Annual Report 2024-25, highlighting its value
creation across multiple capitals and demonstrating the
integration of ESG performance into its business strategy.

INSURANCE

Your company has obtained a Comprehensive Business
Risk Insurance Policy to cover risks associated with
business operations. The scope of cover of this Insurance
policy includes infidelity of employees and other perils. The
policies have been obtained for the projects mentioned
below:

a. Tax Information Network & PAN services

b. Central Recordkeeping Agency (CRA)

c. National Judicial Reference System (NJRS)

d. Aadhaar authentication and e-KYC services

e. e-sign Services to Application Service Providers

f. ONDC Reconciliation & Settlement Framework (RSF)

All the above policies are obtained to mitigate business
related risks involved.

Your company has also obtained following Insurance
policies to cover the organization level risk and the policies
are as under:

• Directors & Officers Liability Policy

• Cyber Risk Liability Insurance Policy

• Public Offering of Securities Insurance (POSI) Policy
(This is a one-time policy taken for a period of nine
years.)

Apart from these, your company has taken adequate
Insurance cover for premises and equipment. The policy
obtained is Electronic Equipment Insurance (EEI) and
Office Umbrella Insurance Policy.

All the policies are renewed on time to ensure continuity.

PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

MCA vide Companies (Accounts) Amendment Rules, 2021,
has amended Rule 8 with respect to the disclosure of details
of an application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year
along with their status as at the end of FY. Your company
wishes to inform that there is no such application made or
proceeding pending under the Insolvency and Bankruptcy
Code, 2016 with respect to your company during FY 2024¬
25.

DIFFERENCE IN AMOUNT OF THE VALUATION

MCA vide Companies (Accounts) Amendment Rules, 2021,
has amended Rule 8 with respect to the disclosure of details
of the difference between the amount of the valuation
done at the time of one time settlement and the valuation
done while taking a loan from the Banks or Financial
Institutions along with the reasons thereof. Your company
would like to inform that the same was not applicable as
there was no such instance of either settlement or loan
from Bank or Financial Institution during the year under
review.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS:

The company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Board Meetings and General Meetings.

INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integral part of the
risk management process which in turn forms part of
Corporate Governance addressing financial and financial

reporting risks. The Internal Financial Controls have been
documented and embedded in the business processes.
Your Company has deployed the principles enunciated
below to ensure adequacy of Internal Financial Controls
with reference to:

- Effectiveness and efficiency of operations - Reliability
of financial reporting

- Compliance with applicable laws and regulations

- Prevention and detection of frauds

- Safeguarding of assets

Your Company has defined policies and standard operating
procedures for all key business processes to guide
business operations in an ethical and compliant manner.
Compliance to these policies is ensured through periodic
self-assessment as well as internal and statutory audits.
The Company continues to constantly leverage technology
in enhancing the internal controls. The Company also
uses data analytics to identify trends and exceptions to
pro-actively monitor any control deviations for corrective
action.

Your Board reviews the internal processes, systems and the
internal financial controls and accordingly, the Directors''
Responsibility Statement contains a confirmation as
regards adequacy of the internal financial controls.
Assurances on the effectiveness of Internal Financial
Controls is obtained through management reviews, self¬
assessment, continuous monitoring by functional heads as
well as testing of the internal financial control systems by
the internal auditors during the course of their audits. The
Company believes that these systems provide reasonable
assurance that its internal financial controls are designed
effectively and are operating as intended.

CAUTIONARY STATEMENT

The Board Report contains statements which are made on
behalf of the company and are based upon the knowledge
and information available to the Directors at the time of
making of this report.

APPRECIATION

Our Directors are grateful for the support and co¬
operation extended by the Government of India, Reserve
Bank of India, Ministry of Finance, Ministry of Corporate
Affairs, Ministry of Education, Securities Exchange Board
of India, BSE Limited, NSE Limited, Ministry of Information
and Broadcasting, Pension Fund Regulatory and
Development Authority (PFRDA), Ministry of Agriculture
& Farmers Welfare, Central Board of Direct Taxes, Central

Board of Indirect Taxes and Customs (CBIC), Central
Board of Film Certification (CBFC), Unique Identification
Authority of India, Controller of Certifying Authorities,
State Governments/ Union Territories, State Commercial
Tax Departments, Department of Telecommunications
(DoT), Indian Banks'' Association, Business Partners,
Facilitation Centres, Points of Service, Enrolment Agencies,
Consultants, Suppliers and Bankers.

Our Directors express their deep sense of appreciation
to all the employees whose outstanding professionalism,
commitment, tireless efforts and initiatives have made the
organization''s growth and success possible. The Directors
wish to express their gratitude to our valued Members for
their continued trust and support.

For and on behalf of the Board of Directors of
Protean eGov Technologies Limited

Sd/-

Shailesh Haribhakti

Chairman

Date: August 6, 2025 Non-Executive, Non-Independent Director

Place: Mumbai DIN: 00007347

Your Directors are pleased to present the Twenty-Ninth (29^th) Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY

1.1 PERFORMANCE AT A GLANCE

('' in Millions)

* Proposed dividend Revenue

Revenue from operations stood at '' 8,808.10 million in 2023-24 compared to '' 7,417.40 million in 2022-23, registering a y-o-y growth of 18.74 %. The growth was primarily attributable to increase in PAN, CRA activities and ID (eSign) services business volumes. The Profit After Tax (PAT) during the year was '' 1,003.50 million as compared to '' 1,075.70 million in previous year. The company has made provision for Tax of '' 305.70 million (Current Year Tax)

Expenses

The total expenses of the company stood at '' 8,175.50 million in 2023-24 compared to '' 6,419.80 million in 202223, registering a y-o-y increase of 27.34%. The increase in variable expenses consequent to rise in volumes of PAN and ID (eSign) and due to allowance for expected credit loss of '' 389.10 Million.

Profitability Profit before tax

The company''s profit before tax stood at ? 1,309.20 million in 2023-24 compared to ? 1,409.30 million in 2022-23.

Profit after tax

The company''s profit after tax stood at ? 1,003.50 million in 2023-24 compared to ? 1,075.70 million in 2022-23.

1.2 DIVIDEND

The Board of Directors have recommended a dividend of 100% i.e. ? 10/- per equity share (on the face value of ? 10 each) for FY 2023-24 for consideration of the Shareholders. The dividend distribution would result in a cash outflow of ? 404.50 million (approx.) (Payout ratio of 40% approx.). The Dividend Declaration Policy is available on the Company Website http:// www.proteantech.in/corporate-governance.

1.3 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

2. PROGRESS AT PROTEAN EGOV

A. KEY PROJECTS

Tax Modernization Services

1) Tax Information Network (TIN)

Your company has established and manages nationwide Tax Information Network (TIN) on behalf of Income Tax Department (ITD). The principal component of TIN is the automation of system for administering Tax Deducted at Source (TDS) which today forms a significant part of direct tax collection. Besides, TIN provides a facility to furnish Statement of Financial Transactions (SFT) containing information regarding high value transactions undertaken by various taxpayers. The company also processes applications for issuance of Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN). TIN also provides a facility to Government Offices for upload of Form 24G Statements to be filed by Government offices. These Government offices are identified by an Account Office Identification Number (AIN) which is mandatorily required for furnishing Form 24G Statements. Protean processes applications for issuance of AIN to Government offices.

2) Online PAN Verification (OPV) Facility

Your company has established a facility to enable authorized entities to avail internet based service for verification of PANs i.e. Online PAN Verification facility on behalf of Income Tax Department. The users have three options for accessing this service viz;

1. Screen based PAN verification

2. File based PAN verification

3. Software based PAN verification

Social Security & Welfare

3) Central Recordkeeping Agency (CRA) for National pension System

CRA acts as an operational interface between PFRDA and other NPS intermediaries. Your company has been acting as the Central Recordkeeping Agency (CRA) for National Pension System (NPS) for over fifteen years now. Alongwith Central Government, CRA services are also being provided to various other sectors namely, Central Autonomous Bodies (CABs), State Governments/ Union Territories, State Autonomous Bodies (SABs), Corporate Sector, All Citizens of India (referred as Unorganized Sector i.e. UOS), NPS Lite and Atal Pension Yojana (APY).

i. NPS Government Sector:

The Government Sector consists of Central Government (including CABs) and State Governments/ Union Territories (including SABs).

In FY 2020-21, NPS Tier II-Tax Saver Scheme (TTS) was introduced specifically for Central Government Subscribers under NPS excluding CABs wherein the transactions have a lock-in of three years and qualifies for tax benefit u/s 80C.

ii. NPS Private Sector:

NPS Private Sector consists of All Citizens of India sector (also referred to as Unorganized Sector i.e. UOS) and Corporate Sector.

iii. eNPS:

Protean in its continuous endeavour to simplify procedures and modalities of NPS, developed an online platform (based on PFRDA guidelines) for registration and contribution. This platform has been made available to Non- Government as well as

Government Sector. Under eNPS, multiple options of registration such as through Aadhaar, DigiLocker, PAN & KYC Verification by POP/ Nodal Office have been provided. eSign/ OTP based authentication facility has been integrated in eNPS platform to enable a Subscriber to sign his/her PRAN application electronically. This process ensures that PRAN is available to the Subscriber instantly. Also, this paperless on-boarding process has eliminated the requirement of submission of physical documents to CRA, thus enhancing the ease of registration process.

At present, Bill Desk and RazorPay act as Payment Gateway Service Providers for eNPS contributions and 69 Banks are associated with them through which Subscribers can remit contribution to their NPS accounts. Contribution payment using UPI has also been made available in eNPS.

iv. Atal Pension Yojana (APY):

APY is an initiative towards making India a pensioned society through financial inclusion. The assured pension and fixed instalment amounts with respect to the age not only makes the scheme more attractive to the economically weaker sections but also makes the product simpler and comprehensible. APY is being administered by PFRDA within the institutional architecture of NPS. The scheme has been implemented through Banks/ Payment Bank and Department of Posts.

v. Empowering Subscribers:

1 Mobile App: In order to provide ease of access, NPS Mobile App has been made available for NPS Subscribers. Using this App, Subscriber can access various functionalities such as Transaction Statement, Contribution Remittance, details of latest contributions, change in contact details, change in address details, change in Scheme Preference under NPS after providing PRAN as User ID and password. The App is available for download on ''Google Play Store'' as ''NPS by Protean'' for Android users. The App is also available for iOS and Windows users.

Similar to NPS Regular, Protean CRA has launched the "APY and NPS Lite Mobile App".

With the help of this App, the APY Subscribers can remain informed about their APY accounts on an ongoing basis.

2 Chatbot: NPS/APY Chatbot (KYNA) has been implemented on NPS/APY Transaction websites.

Existing as well as prospective Subscribers can access Chatbot for information/ queries on NPS as well as APY. NPS Subscribers can get the Transactional information specific to NPS Account like Account Balance, Recent Contribution Credits, Subscriber Detail View, etc. using KYNA.

3. NPS Prosperity Planner (NPP): NPP has been made available under NPS for the benefit of Subscribers. NPP is futuristic and offers personalized retirement planning for the Subscribers, based on their past contribution, expected income rise in the future and their cost of living. The calculator provides the Subscriber with the reasonable projections which aid in better retirement planning to ensure adequate and sustainable old-age income.

v. Other Initiatives :

a) Capacity Building and Marketing Initiatives:

Several initiatives have been taken to reach out to different stakeholders of NPS during FY 202324. Also, Subscriber Awareness Programmes (SAP) are conducted to complement the efforts of PFRDA to make NPS popular amongst the masses and also to increase the awareness about NPS across India and about various features of NPS.

b) Mandatory 2 - Factor Aadhaar Authentication for CRA System Access w.e.f. 1st April 2024:

Government Nodal Offices (PrAO/DTA/PAO/ DTO/DDO) and Private Offices (Point of Presence/Corporates), are granted with access to CRA system for conducting NPS related tasks, perform activities and generate various reports. The additional security layer, 2-Factor Aadhaar-based authentication process implemented compulsorily for Government Nodal Office users logging into the CRA system, effective from 1^st April 2024. The two-factor approach significantly reduces the risk of unauthorized access to the CRA system. Also, this additional layer safeguards NPS transactions and protects the interests of both subscribers and stakeholders.

c) Digital Media Initiatives: To be in step with digital revolution, we have made ourselves significantly present in the digital space. Protean CRA has ramped up digital marketing initiatives which are focus on driving interest towards NPS and APY. Various new digital marketing initiatives,

in the form of social media, audio- visual content, online collaborative campaigns were aimed to increase reach and engagement with Subscribers and Stakeholders. We are actively present on four most powerful platforms of the digital era -Facebook, YouTube, Quora and Instagram.

Protean CRA has worked continuously towards creation of awareness and providing the support to the channel partners in creating visibility for the product. Our Social Media imprint and Digital content are widely circulated and utilised by all stakeholders.

4. Information on NPS Investments through

Consolidated Account Statement (CAS): The

CAS provided by National Securities Depository Limited (NSDL) and Central Depository Services Ltd (CDSL) offers a consolidated view of the personal investments in the securities market with updated mark-to-market values. It encompasses holdings of Demat accounts and mutual fund holdings of the investors.

Now, in line with the Government of India''s vision to create a comprehensive record of every individual''s financial assets, NPS Transaction Statement has been integrated with CAS provided by depositories (NSDL / CDSL). The facility to include NPS Transaction Statement in CAS will be available to NPS subscribers on consent basis.

4) IDENTITY SERVICES

Authentication, e-KYC & e-Authentication services

1) DIGITAL IDENTITY SERVICES

Protean has been authorised by Unique Identification Authority of India (UIDAI) as an Authentication Service Agency (ASA) and Authentication User Agency (AUA) for providing Aadhaar Authentication Services to various entities. Protean has also been authorisedby UIDAI as KYC Service Agency (KSA) and KYC User Agency (KUA) for providing Aadhaar based e-KYC services to various entities. e-KYC is a unique service through which Know Your Client (KYC) process can be performed electronically using Aadhaar database with explicit authorization by the Resident. As of now, more than 60 entities including Central/ State Governments, Banks/ Payment Bank, PSUs, Insurance Companies avail these services from Protean.

2. e-Sign Service Provider (ESP) licensed by Controller of Certifying Authorities (CCA)

e-Sign is an online electronic (digital) signature service to facilitate Aadhaar holders to digitally sign documents. UIDAI provides facility for Aadhaar authentication using biometric of the Resident or One Time Pin (OTP), sent on the respective mobile number of the Resident registered with UIDAI. e-Sign aims at transforming the use of digital signatures and promote paperless digital environment using Aadhaar. e-Sign has been recognized as a valid mode of signature under provisions of Second Schedule of the Information Technology Act and Guidelines issued by CCA (Electronic Authentication Technique and Procedure) Rules, 2015. e-Sign services can be used for various purposes like digital signing of application for opening of bank account, loans, Trading and/or DEMAT Account, customer onboarding, eNACH mandate, application for PAN, application for Permanent Retirement Account Number (PRAN) for National Pension System (NPS)/Atal Pension Yojana (APY) among others.

So far, more than 200 entities comprising Banks, Insurance Companies, Non Banking Financial Company (NBFC), Depository Participants, Stock Brokers, e-Commerce organizations, Financial Institutions, Corporate Bodies, among others. have been registered with Protean as Application Service Provider (ASPs). Online PAN application and Online NPS modules of Protean have implemented e-Sign services and are operational as an ASP.

5) EDUCATION AND SKILL FINANCING SOLUTIONS

Vidya Lakshmi Portal for Educational Loan Schemes of Banks

Vidya Lakshmi Portal (VLP) is developed by your company, under the guidance of Department of Financial Services (Ministry of Finance), Department of Higher Education (Ministry of Education) and Indian Banks'' Association (IBA). This Portal is a first of its kind portal providing single window for students to access information and make application for Educational Loans provided by Banks.

Students can view, apply and track the education loan applications to banks anytime, anywhere by accessing the portal. The portal also provides linkage to the National Scholarship Portal.

Progress so far:

• As on March 31,2024, there were 37 banks and 82 loan schemes registered on VLP.

• As on March 31, 2024, a total of 42,20,503 students have registered on VLP, out of which 17,69,230 Students have applied for various loan schemes and 7,62,744 educational loans have been disbursed through VLP.

• The YoY growth in loan disbursement through VLP for FY2023-24 was 14%.

Vidyasaarathi Portal for online acceptance of applications and distribution of scholarships to students

Vidyasaarathi Portal (VSP) is developed by your company for online acceptance of scholarship applications and distribution of scholarships to students. VSP is a technology-enabled initiative by Protean and Tata Institute of Social Sciences (TISS) to bridge the huge gap in education finance in the country through an online platform.

This solution has the ability to bring together various stakeholders like students, institutes and corporates on a single platform. The solution becomes more relevant in the wake of the CSR policy mandate and will assist subscriber organizations in shaping their CSR policy related to education.

Features of Vidyasaarathi:

• Corporates can design their own educational finance schemes.

• Easy management of designed schemes.

• Online system for submission and processing of scholarship application forms. Archiving and retrieval of past scholarship records.

• Central trust for scholarship disbursal.

• Help Desk support for students, corporates and institutes.

• Career related online tests for students.

Progress so far (as on March 31, 2024):

1. Number of students registered on the VSP: 16,57,452

2. Number of students who have applied for scholarships: 13,79,406

3. Number of Corporates on-board: 68

4. Number of Scholarship schemes published: 1022

5. Total scholarship corpus: INR 90.72 Crore

6. Total scholarships awarded/ disbursed: 39,862

6) OTHER PROJECTS

Workflow Management System for Central Board of Film Certification ("CBFC")

Central Board of Film Certification ("CBFC") of the Ministry ofInformation and Broadcasting, Government of India has engaged Protean as the "Implementation Agency" for Design, Development, Implementation, Hosting and Maintenance of Online Film Certification Application Processing System and the CBFC website. This agreement was renewed on January 1, 2022 for a period of 3 years. This system enables applicants to submit film certification application online, upload scanned copies of supporting documents, make online payments, upload short films online and track the status of their certification application online. It also facilitates the CBFC Officials to process the application, by providing a web-based interface to capture end-to-end application approval workflow for the departmental users associated with the certification process, including screening of short films. This system also helped the Department to better the inter-departmental user interfaces, reduce administrative hassles, increase efficiency, transparency and minimized need of in-person visits by the applicants (producers/ agents) to CBFC Offices.

This system was made operational on March 27, 2017 and has so far generated 1,16,319 certificates for films of various categories till March 31, 2024. Digitization of old paper certificates issued by CBFC before the launch of this system was also undertaken and has been completed. These digitized certificates have been made available in the new system for internal reference.

Data Stack:

Your Company will also provide services related to Digital Identity Services, KYC, Digital Customer On-boarding, Data Analytics Services to entities from BFSI and other sectors.

Other services such as GSP/GVS services, ITR verification, MCA data verification, Employment verification among others would also be provided to complete the entire gamut of Verification Services.

Account Aggregator:

Your Company will leverage its existing relationships with Banking and other financial sector organizations to offer Account Aggregator services that will help offer consent management to citizens and consented fetching of data to various regulators from RBI, SEBI, IRDA and PFRDA regulated entities to promote greater financial inclusion.

Cloud Services:

As an extension of our commitment to building population scale technology solutions and providing the necessary interventions for ecosystem creation, your company has launched made-in-India, high performance and energy-efficient Cloud Services.

Open Digital Ecosystems:

Your Company is also one of the main contributors and enablers towards building of sustainable and innovative technology solutions ensuring inclusivity, ease of access and fair pricing structure. Open Digital Ecosystems would enable government and private entities to collaborate for service delivery and allow various players to build new services and solutions which will coexist in this ecosystem.

ISO Certifications

i. ISO 27001:2022 Certification (Information Security Management Standard)

Protean continues to hold ISO 27001:2022 Certification for TIN, PAN, CRA, Aadhaar Authentication and e-KYC Services and GST projects. This is an enhanced version of the Information Security Standards published by International Organization for Standardization ("ISO").

ii. ISO 22301:2019 Certification (Business Continuity Management Standard)

Protean is committed to deliver service to its customers on continuous basis, without interruption. Protean has implemented Business Continuity Management System ("BCMS") Standard (ISO/IEC 22301:2019) to establish, manage, maintain and continually improve Business Continuity capabilities/ practices for CRA-NPS project. An organization structure comprising of cross-functional teams has been identified to ensure BCMS implementation is effective. Periodic testing of BCP plans is carried out to ensure that it helps to be an overall resilient organization.

iii. ISO 20000-1:2018 Certification (IT Services Management Standard)

For effectively meeting the SLA requirements of the Regulator, the company has adopted ITSM (Information Technology Service Management) framework for Central Record Keeping Agency System (National Pension System and continues to hold ISO 20000-1:2018 Certification). The ITSM policy objectives focus on customer satisfaction, leveraging of latest technology, alignment of business needs with IT services and maintaining domain expertise and productivity of people above defined benchmark levels. The importance of service quality and its continual improvement is accorded due importance to ensure and enhance customer experience. ITSM helps to identify areas for improvement in services delivery and support. The same is achieved by integration of People, Processes, Technology and Partners (Customers and Suppliers).

iv. ISO 9001:2015 Certification (Quality Management Standard)

Foundation of any customer satisfaction is the Quality of Service. Considering the nature of services offered by the company and the volume of transactions, it is very important to maintain high service quality and on sustained basis. Towards this objective, the company has implemented ISO 9001 Standard for quality management of its TIN & PAN Processes & continues to hold ISO 9001:2015 Certification.

Capability Maturity Model Integration ("CMMI")

CMMI is a model developed by the Carnegie Mellon Software Engineering Institute (SEI). The model expresses maturity of organisations at various capability levels and also defines the characteristics of effective processes for satisfying the requirements at each level. As a de-facto standard reference model for process improvement, it is used by numerous companies throughout the world. Protean was certified at Capability Maturity Model Integration for Services (CMMI SVC Version 1.3) - Level 5 for Central Recordkeeping Agency (CRA SVC 2.0) - Subscriber Services and CRA Systems Infrastructure in April 2023. An appraisal at maturity level 5 indicates that the organization is performing at the highest - an ''Optimising'' level. At this level, processes are systematically managed by a combination of process optimization and continual process improvement. Protean, by implementing high maturity process areas

of CMMI SVC level 5, has affirmed its commitment to deliver best services to all its customers.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations, 2015''), the Management Discussion and Analysis Report for FY 2023-24, forms part of the Annual Report.

RISK MANAGEMENT

Your Company has adopted a Risk Assessment and Management Policy. The Risk Management Committee of the Board reviews key risks affecting the Company and mitigation measures thereof. In the opinion of the Board, there are no elements of risks which may threaten the existence of the Company. The details of Risk Management Committee are given in the Corporate Governance Report

BOARD LEVEL CHANGES

Board Level changes during FY 2023-24 are mentioned below:

• Mr. Shailesh Haribhakti was appointed as NonExecutive Non-Independent Director w.e.f. September 25, 2023 for a period of 5 years.

• Mr. Karan Bhagat (DIN: 03247753) resigned and ceased as Non-Executive Non-Independent Director w.e.f. January 24, 2024.

• Mr. Mukesh Agarwal (DIN: 03054853) resigned and ceased as Non-Executive Non-Independent Director w.e.f. July 29, 2024.

• Mr. Sriram Krishnan (DIN: 07816879) was appointed as an Additional Director (Non-Executive) on the Board of the Company w.e.f. August 5, 2024 to hold office till the 29^th AGM of the Company.

The Board composition as on March 31,2024 is as below:

¹ ceased to be a Director w.e.f. January 24, 2024

²ceased to be a Director w.e.f. July 29, 2024

To recommend appointment of Director(s) as per

Companies Act, 2013:

a) To recommend Director(s) retiring by Rotation to the Board:

In accordance with the provisions of the Act and the Articles of Association of the company, Mr. Shailesh Haribhakti (DIN: 00007347), Non-Executive NonIndependent Director of the company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment. The details for re-appointment including the terms and conditions are mentioned in the Item No. 3 of AGM Notice.

b) To reappoint Mr. Shailesh Kekre (DIN: 07679583) as an Independent Director of the Company for second term

Mr. Shailesh Kekre (DIN: 07679583) was appointed as Independent Director (Non-Executive) w.e.f. May 31, 2022 for a period of three years and who holds office till the end of May 30, 2025. It is proposed to re-appoint Mr. Shailesh Kekre (DIN: 07679583) as an Independent Director (Non-Executive) for second term for period of 5 years not liable to retire by rotation. The details for re-appointment including the terms and conditions are mentioned in the Item No. 4 of AGM Notice.

c) To reappoint Mr. Lloyd Mathias (DIN: 02879668) as an Independent Director of the Company for second term

Mr. Lloyd Mathias (DIN: 02879668) was appointed as an Independent Director (Non-Executive) w.e.f. June 28, 2022 for a period of three years and who holds office till the end ofJune 27, 2025. It is proposed to re-appoint Mr. Lloyd Mathias (DIN: 02879668) as an Independent Director (Non-Executive) for second term for period of 5 years not liable to retire by rotation. The details for re-appointment including the terms and conditions are mentioned in the Item No. 5 of AGM Notice.

d) To appoint Mr. Sriram Krishnan (DIN: 07816879) as a Non-Executive Non-Independent Director of the Company

Based on the recommendation of the Nomination and Remuneration Committee ("NRC") and as per the terms of the provisions of Section 161(1) of the Companies Act, 2013 ("Act") read with the Articles of Association of the Company, the Board of Directors appointed Mr. Sriram Krishnan (DIN: 07816879) as an Additional Director in the category of Non-Executive Non-Independent Director with effect from August 5, 2024 to hold the office till the date of this Annual General Meeting. It is recommended to appoint him as a Non-Executive Non- Independent Director of the Company from August 05, 2024 and whose office shall be liable to retire by rotation. The details of appointment are mentioned in the item No. 6 of AGM Notice.

All the above appointments/ re-appointments have been recommended by the Nomination & Remuneration Committee and the Board.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31,2024:

1. Mr. Suresh Sethi - Managing Director & Chief Executive Officer

2. Mr. Jayesh Sule - Whole-time Director & Chief Operating Officer

3. Mr. Sudeep Bhatia - Chief Financial Officer*

4. Mr. Maulesh Kantharia - Company Secretary & Compliance Officer

Mr. Sudeep Bhatia resigned as the Chief Financial Officer of the Company w.e.f. June 4, 2024 and Mr. Sandeep Mantri was appointed as the Chief Financial Officer of the Company w.e.f. August 12, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge and belief and according to the information and explanations obtained by them:

i. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors have ensured that the annual accounts are prepared on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GOVERNANCE:

a. Corporate Governance Report:

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, 2015, a Corporate Governance Report for FY 2023-24 and Certificate from the Secretarial Auditor confirming compliance with the conditions of corporate governance prescribed under the SEBI Listing Regulations, 2015 is forming part of the Annual Report.

b. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, the Business Responsibility and Sustainability Report (''BRSR'') for FY 2023-24 has been prepared based on the framework of the National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI.

c. ANNUAL RETURN

As per the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and the rules made thereunder, Annual Return for the financial year ended on March 31, 2024 in prescribed Form

MGT-7 is available on the website of the company on: https://www.proteantech.in/financial-reports

d. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, an annual performance evaluation of the Board as a whole, the Directors individually as well as the evaluation of the Committees of the Board has been carried out in the following manner as per the parameters laid down:

• As per the provisions of the Section 178(2) of the Companies Act, 2013, the Nomination & Remuneration Committee has carried out evaluation of every Director''s performance;

• As required under Schedule IV of the Companies Act, 2013, Independent Directors of the company have carried out performance evaluation of the Chairman and of Non-Independent Directors and Board as a whole and have also assessed the quality, quantity and timeliness of flow of information between the company Management and the Board; and

• As per Section 134(3)(p) read with Schedule IV of the Companies Act, 2013, the entire Board has carried out the annual evaluation of their own performance and that of its Committees and Individual Directors.

A separate Meeting of the Independent Directors was held on March 21, 2024 to review the performance of Non-Independent Directors and the Board, taking into account the views of Directors. The performance of the Independent Directors was evaluated by the entire Board except the person being evaluated. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Board carried out the evaluation of their own performance and that of its Committees and individual Directors keeping in mind.

e. Transfer of Unpaid & Unclaimed dividend and shares to Investor Education and Protection Fund

The Company did not have any requirement to transfer funds to Investor Education and Protection Fund and no amount is lying in unpaid dividend account of the Company during the year under review.

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, dividends, if not claimed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

e. REMUNERATION POLICY

In accordance with the provisions of Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy relating to the remuneration for its Directors, Key Managerial Personnel and other employees. The Board approved Remuneration Policy is uploaded on the website of the company at: https://www. proteantech.in/corporate-governance/

f. Employee Stock Option Plan

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with the Company objectives, and promoting their increased participation in the growth of the Company

Pursuant to "Protean eGov Technologies Limited Employee Stock Option Plan 2017", as amended by the Shareholders by passing Special Resolution at their Meetings held on December 3, 2020 and September 23, 2021 which covers eligible employees of the company and its present and future subsidiaries, the Company has granted stock options (each option carrying entitlement for one equity share) to eligible employees. These stock options are vested after the expiry of one year from the date of grant and can be exercised as per grant conditions for respective employees from the date of vesting at the exercise price and payment of perquisite tax. Pursuant to exercise of stock options by employee of the company, the Board at its Meeting held on August 8, 2023, approved the allotment of 25,338 (Twenty Five Thousand Three Hundred and Thirty Eight only) fully paid equity shares of face value of ''10/- (Rupees Ten only) each of the Company to eligible employees in accordance with the terms of ESOP Scheme, 2017.

Relevant disclosures under the Companies Act, 2013 on Employee''s Stock Option is set out as Annexure - C and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Your company has been making contributions to socially

useful projects since year 2007. In accordance with the

provisions of the Companies Act, 2013 the company has constituted the Corporate Social Responsibility & Sustainability ("CSR") Committee of the Board and has adopted a CSR Policy, duly approved by the Board, which inter-alia provides detailed guidelines about the CSR activities which can be undertaken by the company. The Committee reviews the CSR Policy periodically, and recommends changes in accordance with relevant provisions of the Companies Act, 2013 as amended from time to time, for approval of the Board, recommends the amount of expenditure to be incurred on the activities, in line with annual CSR obligation, recommends projects to be undertaken during the year and monitors and reviews the progress of the projects being implemented from time to time. The CSR projects undertaken by the company are broadly covered under the following areas as permitted under Schedule VII of the Companies Act, 2013:

• Promoting healthcare including preventive healthcare;

• Promoting education including special education;

• Setting up homes and hostels for women and orphans, and

• Promoting gender equality and empowering women.

The Annual Report as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, on CSR activities undertaken by the company is annexed herewith as Annexure - A and forms part of the Report.

OTHER DISCLOSURES

1. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2. Except shares issued under ESOP Plan 2017, the Company has not issued any other shares (including sweat equity shares) to employees under any scheme.

3. There was no revision in the financial statements.

4. There has been no change in the nature of business of the Company.

5. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

7. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

8. There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 corporate insolvency resolution.

DETAILS OF SUBSIDIARIES

i. NSDL e-Governance (Malaysia) Sdn. Bhd.

Your company had set up a subsidiary company in Malaysia in 2017 in the name NSDL e-Governance (Malaysia) Sdn. Bhd. The said subsidiary is a Joint Venture between your company and SOTG Consultancy Sdn. Bhd. of Kuala Lumpur, Malaysia. Your company hold 51% and SOTG Consultancy holds 49% of the equity share capital in the said Joint Venture company. The purpose of setting up the Joint Venture is to explore e-governance project opportunities in Malaysia and other neighbouring countries. The said subsidiary is in the process of winding-up.

ii. Protean eGov Technologies Australia Pty Ltd. (formerly known as NSDL e- Governance Australia Pty Ltd.)

Your company has incorporated a wholly-owned subsidiary company in Australia in FY 2020-21, in the name NSDL e-Governance Australia Pty Ltd. (name changed w.e.f. January 25, 2022). The purpose of setting up this subsidiary is to design, develop, manage, and implement e-Governance projects through efficient use of information and communication technologies in Australia and other neighbouring countries. The said subsidiary is in the process of winding-up.

iii. Protean Account Aggregator Limited (formerly known as NSDL e-Governance Account Aggregator Limited)

Account aggregation is an initiative of the Government under the aegis of RBI to facilitate aggregation of customers'' assets and deliver reporting services that can help spread financial services. Your company has incorporated a wholly-owned subsidiary company in the name NSDL e-Governance Account Aggregator Limited which has received in-principle approval from RBI on October 27, 2021. Final Certificate of Registration was received on January 9, 2023.

During the year under review, Authorised Share Capital of the Company was increased from '' 5,00,00,000/-(Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of '' 10/- (Rupees Ten only) each to '' 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore) Equity Shares of '' 10/-(Rupees Ten only) each by the creation of additional 50,00,000 (Fifty Lakhs) Equity Shares of '' 10/- (Rupees Ten only).

During the year under review, The Board of Directors of your Company approved additional subscription

of '' 20,00,000 equity shares of '' 10/- each, at par, aggregating to '' 2,00,00,000/- on Rights Issue basis.

iv. Protean InfoSec Services Limited (formerly known as NSDL e-Governance InfoSec Services Limited)

Protean InfoSec Services Limited is incorporated for providing Cyber Security Consulting and Advisory services.

The financials of the subsidiary companies are made available and consolidated in terms of the requirements of Section 129(3) of the Companies Act, 2013. Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies Accounts (Rules) 2014, a statement in Form AOC-1 is attached to the financial statements of the company.

AUDITORS

i. STATUTORY AUDITORS

The Members at the Twenty-Sixth (26^th) Annual General Meeting of the company held on September 23, 2021 had re-appointed M/s. BSR & Associates LLP, Chartered Accountants, [ICAI Registration Number 116231W/W-100024] as Statutory Auditors of the company to hold office for a period of five years from FY 2021-22 till the conclusion of AGM to be held in the year 2026.

Further, the Auditors'' Report from Statutory Auditors does not contain any qualifications, reservations or adverse remarks. The report of the Statutory Auditor forms part of the financial statements.

ii. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. S. N. Ananthasubramanian & Co., a firm of company Secretaries in Practice to undertake the Secretarial Audit of the Company for the FY 2023-24.

The Secretarial Audit Report for FY 2023-24 is annexed herewith as Annexure - B and forms part of this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. The applicable Secretarial Standards have been duly complied by your company.

iii. INTERNAL AUDITORS

The Company has been undertaking Internal Audit since inception. In terms of the provisions of the

Companies Act, 2013 and Rules notified thereunder, M/s Grant Thornton Bharat LLP are appointed as Internal Auditors for a period of two years from FY 2023-24. Internal Auditors carry out the audit as per the Audit Plan approved by the Audit Committee and submit report on a quarterly basis to the Audit Committee. Internal Auditors evaluate the effectiveness of internal controls and suggest measures for their improvement.

iv. COST AUDITORS:

The provision of Section 148(1) of the Companies Act, 2013 read with Rules made thereunder pertaining to maintaining the cost records do not apply to the company.

v. Reporting of Frauds by Auditors

During the year, the Auditors have not reported any fraud to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

PUBLIC DEPOSITS

The company has not invited, accepted or renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013. Accordingly, the requirement to furnish details relating to Deposits covered under Chapter V of the Companies Act, 2013 does not arise.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into during the financial year with related parties were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. Hence, Form AOC-2 is not applicable for FY23-24.

The company has, however, paid remuneration to Key Management Personnel pursuant to their employment which is in the ordinary course of business and at arms'' length basis.

All Related Party Transactions are placed before the Audit Committee for its approval. The transactions with related parties are also reviewed by the Board on periodic basis.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS/OUTGO

The company has taken following initiative in respect of conservation of energy:

Solar Photovoltaic (PV) Panels with Installed capacity of 20 Kw was commissioned at the Data Centre site in Pune. The Solar PV system at Data Centre site in Pune has generated 25,936 KWH units in FY 2023-24.

Further, the company has used Information Technology extensively in its operations.

Foreign Exchange earnings/outgo during the year under review:

('' in Million)

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company is set out as Annexure - D and forms part of this Report.

ORDERS PASSED AGAINST THE COMPANY

During the year under review, there were no orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The investments made during the year are in accordance with the provisions of the Companies Act, 2013. The particulars of Investments made during FY are set out in the Notes to Accounts which form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy named as Positive Work Environment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy has been formed to prohibit, prevent or deter the commission of acts of sexual harassment of women at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. An Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (regular or temporary including contractor employees, probationer, trainee and apprentice) of the company and the Subsidiaries are covered under this policy.

There were no complaints received during the FY 202324. Awareness program for all employees was conducted during the year.

Pursuant to the Companies (Accounts) Amendment Act, 2018, the company has complied with provisions related to the constitution of Internal Committee under the Act.

CODE OF ETHICS AND VIGIL MECHANISM

Your company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The company has adopted a Code of Ethics ("the Code"), which lays down the principles and standards that should govern the actions of the company, its Directors and employees. Besides, the Staff Rules adopted by the company also govern the conduct of the employees.

The Companies Act, 2013 provides for establishment of a vigil mechanism for Directors and employees of the company to report genuine concerns. In view of the above, the company has formulated ''Whistle Blower Policy'' to enable its Directors and employees to report instances of unethical conduct, actual or suspected fraud or violation

of the company''s Code and Staff Rules and to prescribe the procedures to be followed by them.

Under this policy, any Director or employee of the company can report any actual or possible violation of the Code or Staff Rules or other applicable laws or an event he/she becomes aware of that could affect the business or reputation of the company as per the procedure specified in the Policy. There is a Whistle Blower Committee constituted by the company for overseeing the implementation of this Policy and to deal with complaints received under the Policy. The vigil mechanism so established provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Details of Vigil Mechanism is provided on your company''s website: https://www.proteantech.in/ financial-reports

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OBJECTIVES

The foundation of effective ESG management rests on robust and transparent governance and integration of these considerations into the way we conduct business. The company has aligned ESG with its overarching strategy and embedded it into risk management framework and service offerings.

The Board is also committed to strong sustainability practices which includes all the ethical, environmental and corporate social responsibility principles supported by a robust governance structure.

INSURANCE

Your company has obtained a Comprehensive Business Risk Insurance Policy to cover risks associated with business operations. The scope of cover of this Insurance policy includes infidelity of employees and other perils. The policies have been obtained for the projects mentioned below:

a. Tax Information Network & PAN services

b. Central Recordkeeping Agency (CRA)

c. National Judicial Reference System (NJRS)

d. Aadhaar authentication and e-KYC services

e. e-sign Services to Application Service Providers

All the above policies are obtained to mitigate business related risks involved.

Your company has also obtained following Insurance policies to cover the organization level risk and the policies are as under:

• Directors & Officers Liability Policy

• Cyber Risk Liability Insurance Policy

• Public Offering of Securities Insurance (POSI) Policy (This is a one-time policy taken for a period of nine years.)

Apart from these, your company has taken adequate Insurance cover for premises and equipment. The policy obtained is Electronic Equipment Insurance (EEI) and Office Umbrella Insurance Policy.

All the policies are renewed on time to ensure continuity.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

MCA vide Companies (Accounts) Amendment Rules, 2021, has amended Rule 8 with respect to the disclosure of details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of FY. Your company wishes to inform that there is no such application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 with respect to your company during FY 2023-24.

DIFFERENCE IN AMOUNT OF THE VALUATION

MCA vide Companies (Accounts) Amendment Rules, 2021, has amended Rule 8 with respect to the disclosure of details of the difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. Your company would like to inform that the same was not applicable as there was no such instance of either settlement or loan from Bank or Financial Institution during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integral part of the risk management process which in turn forms part of Corporate Governance addressing financial and financial reporting risks. The Internal Financial Controls have been documented and embedded in the business processes. Your Company has deployed the principles enunciated below to ensure adequacy of Internal Financial Controls with reference to:

- Effectiveness and efficiency of operations - Reliability of financial reporting

- Compliance with applicable laws and regulations

- Prevention and detection of frauds

- Safeguarding of assets

Your Company has defined policies and standard operating procedures for all key business processes to guide business operations in an ethical and compliant manner. Compliance to these policies is ensured through periodic self-assessment as well as internal and statutory audits. The Company continues to constantly leverage technology in enhancing the internal controls. The Company also uses data analytics to identify trends and exceptions to pro-actively monitor any control deviations for corrective action.

Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors'' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, selfassessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Company believes that these systems provide reasonable assurance that its internal financial controls are designed effectively and are operating as intended.

CAUTIONARY STATEMENT

The Board Report contains statements which are made on behalf of the company and are based upon the knowledge and information available to the Directors at the time of making of this report.

APPRECIATION

Our Directors are grateful for the support and co-operation extended by the Government of India, Reserve Bank of India, Ministry of Finance, Ministry of Corporate Affairs, Ministry of Education, Securities Exchange Board of India, BSE Limited, Ministry of Information and Broadcasting, Pension Fund Regulatory and Development Authority

(PFRDA), Ministry of Agriculture & Farmers Welfare, Central Board of Direct Taxes, Central Board of Indirect Taxes and Customs (CBIC), Central Board of Film Certification (CBFC), Unique Identification Authority of India, Controller of Certifying Authorities, State Governments/ Union Territories, State Commercial Tax Departments, Department of Telecommunications (DoT), Indian Banks'' Association, Business Partners, Facilitation Centres, Points

of Service, Enrolment Agencies, Consultants, Suppliers and Bankers.

Our Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment, tireless efforts and initiatives have made the organization''s growth and success possible. The Directors wish to express their gratitude to our valued Members for their continued trust and support.

For and on behalf of the Board of Directors of Protean eGov Technologies Limited

Sd/-

Shailesh Haribhakti

Date: August 5, 2024 Non-Executive, Non-Independent Director

Place: Mumbai DIN: 00007347