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