Manipal Payment and Identity Solutions Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Seventeenth Annual Report of Manipal Payment and Identity Solutions Limited (the "Company" or "MPi") along with the Audited Financial Statement for the financialyear ended March 31,2025.

1. Financial Performance:

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	10,991.99	10,291.72
Other Income	210.71	214.65
Total Income	11,202.70	10,506.37
Total Expenses	9,134.65	8,139.74
Profit/(Loss) Before Exceptional and Extraordinary Items and Tax	2,068.05	2,366.63
(-) Exceptional Items	1,100.00	-
Net Profit/(Loss) before Tax	3,168.05	2,366.63
(-) Tax Expenses	762.63	537.57
Net Profit After Tax	2,405.42	1,829.06
Other Comprehensive Income	(4.87)	(10.65) 1,818.41
Total Comprehensive Income for the year	2,400.55
Earnings per Equity share in Rs. (EPS)	11.63	8.84

2. Business Performance:

For the financial year ended March 31,2025, the Company achieved a sales turnover of ^10,991.99 million, reflecting an increase from ^10,291.72 million recorded in the previous year. The Net Profit After Tax (NPAT) for the year stood at ^2,405.42 million, as against ^1,829.06 million in the previous year, representing a healthy growth in profitability. .

The Board places on record its appreciation for the continued commitment and efforts of the management and employees. The Directors remain focused on sustaining this growth trajectory by further enhancing operational efficiency, productivity, and customer value creation, with an aim to deliver improved results in the current financial year.

3. Significant subsequent events:

As part of the Companys long-term strategic initiatives, the following significant events occurred subsequent to the balance sheet date:

a) Acquisition of Revenue Assurance Division - The Company entered into a Business Transfer Agreement to acquire the Revenue Assurance Division of Manipal Technologies Limited (MTL) for a total consideration of Rs. 3,600 million. This acquisition is expected to strengthen the Companys operational capabilities and support its strategic growth plans. This acquisition is effective 1^st April 2025.

b) Repayment of Non-Convertible Debentures - On June 17,2025, the Company fully repaid 2,500 Non-Convertible Debentures (NCDs) of face value ^1 million each, carrying an interest rate of 18%.

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c) Conversion of Optionally Convertible Debentures - On May 28, 2025, 2,000 Optionally Convertible Debentures (OCDs) were converted into 15,560,000 equity shares of face value ^2 each.

d) Sale of Investment in Primacy Industries Private Limited (PIPL) - During the year, the Company transferred its investment in PIPL comprising 10,000 equity shares and 33,990,000 Compulsorily Convertible Debentures (CCDs) for a total consideration of T5,600 million under deferred payment terms. The Company received thefull payment on June 16, 2025, and June 17, 2025, from Manipal Technologies Limited.

e) Filing of Pre-filed Draft Red Herring Prospectus ("PDRHP"): The Company has filed PDRHP with the Securities and Exchange Board of India on June 28, 2025. Simoultenously, the Company also has sought in-principle approval from BSE Limited and National Stock Exchange of India Limited.

4. Equity Share Capital:

During the year under the review, the Companys equity share capital remained unchanged. However, Pursuant to our Board resolution dated May 13, 2024, and the Shareholders resolution dated May 15,2024, each equity share of our Company of face value of INR 10 was sub-divided into Equity Share of face value of INR 2 each.

The Board of Directors, vide circular resolution passed on May 28, 2025, approved allotment of 1,55,60,000 (One Crore Fifty Five Lakh and Sixty Thousand) equity shares of face value INR 21- (Indian Rupees Two Onty) each to Touchstone Trust Scheme IV ("OCD Holder") upon exercise of the right by the OCD Holder, vide letter dated May 26,2025, to convert 2,000 secured, unlisted, unrated, redeemable, optionally convertible debentures, each bearing face value of INR 10,00,000/- (Indian Rupees Ten Lakh Only) each aggregating nominal value of INR 2,00,00,00,000 (Indian Rupees Two Hundred Crore Only).

The equity share capital of the Company, as on the date of this Report, is as under:

Description	Amount (in INR)
Authorized Share Capital
25,00,00,000 equity shares of face value of INR 2/- each.	50,00,00,000
Issued, Subscribed & Paid-up Share Capital
22,23,65,000 equity shares of face value of INR 2/- each.	44,47,30,000

5. Subsidiaries:

The Company has incorporated 3 wholly-owned subsidiaries as detailed below:

(i) Manipal Payment & Identity Solutions Nigeria Limited ("MPi Nigeria")

MPi Nigeria was incorporated as a private company limited by shares in the Federal Republic of Nigeria on October 16, 2024, and received a certificate of incorporation from the Registrar- General of Corporate Affairs Commission, with company registration number 8009348 and tax identification number 32329144-0001. The registered office of MPi Nigeria is situated at Association Avenue, llupeju, Mushin, Lagos State, Nigeria.

(ii) Manipal Payment and Identity Solutions UK Limited ("MPi UK")

MPi UK was incorporated as "Manipal Payment and Identity Solutions Limited" on April 09, 2025 as a private company under the Companies Act, 2006, pursuant to a certificate of incorporation issued by the Registrar of Companies for England and Wales, with company number 16376804. Subsequently, the name of our subsidiary was changed to its present name, "Manipal Payment and Identity Solutions UK Limited", pursuant to certificate of incorporation on change of name provided by the Registrar of Companies for England and

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Wales on April 28, 2025. The registered address of MPi UK is situated at Flat 21 Heathview Court, 20 Corringway, Golders Green, London, United Kingdom NW117EF.

(iii) Manipal Payment and Identity Solutions Inc. ("MPi USA")

MPi USA was incorporated as a stock corporation in the State of Delaware, United Stated of America on May 2,2025, and received a certificate of incorporation from the Secretary of State, Division of Corporations of the State of Delaware, The registered address of MPI USA is situated at 8 The Green, Ste R, Dover, Kent County, Delaware -19901, United States of America.

6. Dividend:

In the current economic scenario, the Board is of the view that it would be prudent to utilize the retained earnings for making investments for future growth and ongoing business expansion plans, for the purpose of generating higher returns for the shareholders. In view of the same, the Board of Directors have not recommended any dividend on the equity shares for the year under review.

7. Depository System:

The Companys equity shares are tradable in electronic form. As on 31^st March 2025, 100% of the Companys total paid-up capital were in dematerialized form.

8. Public Deposits:

Your Company did not invite or accept deposits from public during the year under review.

9. Particulars of Loans, Guarantees or Investments:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipients are provided in the note to the financial statement.

10. Transfer to Reserves:

The Company does not propose to transfer any amount to General Reserve.

11. Related PartyTransactions:

All Related PartyTransactions ("RPTs") entered into during the year under review were on arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With the view to ensure continuity and ease of day-to-day operations an omnibus approval has been obtained for RPTs which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

Details of the RPTs entered into by the Company are annexed herewith in Form AOC-2 is given in the "Annexure F" to this report.

12. Change in nature of business:

There was no change in the nature of business during the year under review. However, the Company got converted to Public Limited Company effective June 28, 2024 and changed its name to Manipal Payment and Identity Solutions Limited effective August 23, 2024.

13. Material changes and commitments affecting financial position:

The Company acquired the Revenue Assurance business from its holding company, Manipal Technologies Limited with effect from April 1, 2025. Apart from the said acquisition, there are no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year and as on the date of this report.

14. Particulars of Employees:

A statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules under Section 197(12) of the Companies Act, 2013 ("the Act") and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure A" to this report.

15. Disclosures by Directors:

Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors. Your Company has received declarations from the Independent Director(s), affirming compliance with the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013.

16. Employee Stock Option Scheme:

The Company has formulated ESOP Plan 2024 pursuant to which the Board has granted 65,70,000 (Sixty Five Lakh Seventy Thousand) stock options to the employees of the Company and to the employees of the holding company. The details are annexed to this report as "Annexure B".

17. Corporate Governance:

17.1 Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the said policy is to explain and encourage the directors and employees to raise any concern about the Companys operations and working environment, including possible breaches of Companys policies and standards or values or any laws within the country or elsewhere, withoutfear of adverse managerial action being taken against such employees. The Whistle Blower Policy is disclosed on the Companys website.

17.2 Sexual Harassment Policy

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee at its operational locations to address complaints against sexual harassment in accordance with the POSH Act. To build awareness in this area, the Company regularly conducts programme. Further, there were no cases/ complaints filed during the year under review.

17.3 Risk Management Policy

The Company has in place a Risk Management Policy which provides for a risk management framework to identify and assess risks such as operational, financial, reguLatory and such other risks.

Your Company has laid down process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: Foreign exchange, Securing critical resources; ensuring sustainable plant operations; ensuring cost competitiveness including logistics; completion of CAPEX; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

17.4 Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

17.5 Extract of Annual Return:

A copy of the annual return in the prescribed form MGT-7 as provided under Section 92(3) of the Act, is placed on Companys website,

17.6 Number of Meetings of the Board

Du ring the year, the Board met five (5) times. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013,

17.7 Board evaluation:

Pursuant to the requirements under Section 134(3){p) of the Companies Act, 2013, the Board of Directors ("the Board") has formulated a comprehensive Board Evaluation Policy to facilitate the systematic evaluation of the performance of individual Directors, the Board as a whole, and its Committees.

The evaluation framework is structured around defined parameters encompassing various performance criteria, including governance standards, strategic oversight, compliance adherence, and safeguarding interest of stakeholders. The Policy incorporates specific issues and questions designed to comprehensively assess the effectiveness and contribution of the Directors and Committees.

The evaluation process is in accordance with the framework established in the policy and implementation of the process is through customary practices and the exercise of reasonable judgement and inputs by the Directors ensuring adherence to principles of objectivity and accountability.

17.8 Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In the opinion of the Board of Directors, the Independent Directors appointed during the year possess the requisite integrity, expertise, experience, and proficiency necessary to effectively discharge their respective roles and responsibilities.

17.9 Board of Directors

Retire by rotation

As required under the provisions of the Act, Mr. Abhay Anant Gupte, Non-Executive Director retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the ensuing annual General Meeting.

Resignations & Appointments:

The following is the constitution of the Board of Directors and Key Managerial Personnel as on the date of this report:

Sr. No. Name of Director	Designation
1. Mr. Gautham Pai*	Non-Executive Director
2. Mr. Abhay Anant Gupte*	Non-Executive Director
3. Mr. Baikadi Narahari**	Non-Executive Director
4. Mr. K.R. Kamath*	Independent Director
5. Ms. Padmaja Ruparel*	Independent Director
6. Mr. Rohan Ajila	Independent Director
7, Mr. Binoy Parikh	independent Director
8. Mr. Girish Kini***	Executive Director & CEO

(i) *Mr. Gautham Pai and Mr. Abhay Anant Gupte were appointed as Non Executive Directors and Mr. K.R. Kamath and Ms. Padmaja Ruparel were appointed as Independent Directors w.e.f. May 13,2024.

(ii) # Mr. Rohan Ajila was appointed as Independent Director w.e.f. July 14, 2024.

(Hi) ** Mr. Baikadi Narahari was appointed as the Non-Executive Director w.e.f. November 12, 2024.

(iv) ##Mr. Binoy Parikh was appointed as the Independent Director w.e.f. June 23,2025.

(v) ** Mr. Girish Kini, was appointed as the Executive Director in addition to current role of CEO w.e.f. June 23, 2025.

(vi) Mr. K. Govindraya Kamath, Ms. Roopashree andMr. Sujir Prabhakar resigned as the NonExecutive Directors w.e.f. May 14, 2024.

(vii) Mr. Anand Kudigrama resigned as the Non-Executive Director w.e.f. July 9,2024.

17.10 Key Managerial Personnel

Mr, Binod Mandal resigned as the Company Secretary of the Company with effect from May 13,2024. The Board, at its meeting held on May 13, 2024, appointed Mr. H. M. Dattatri as the Company Secretary & Compliance Officer of the Company.

17.11 Committees of the Board and their composition:

As on the date of this report, the Board has the foLLowing committees in place:

(a) Audit Committee

Sr. No. Name of the Director	Committee membership
1. Mr. K. R. Kamath (Independent Director)	Chairman
2. Ms. Padmaja Ruparel (Independent Director)	Member
3. Mr. Binoy Parikh (Independent Director)	Member
4. Mr. Abhay Anant Gupte (Non-Executive Director)	Member

(b) Nomination and Remuneration Committee

Sr. No. Name of the Director	Committee membership
1. Mr. K. R. Kamath (Independent Director)	Chairman
2. Ms. Padmaja Ruparel (Independent Director)	Member
3. Mr. Rohan Ajila (Independent Director)	Member

(c) Corporate Social Responsibility Committee

Sr. No. Name of the Director	Committee membership
1. Mr. Rohan Ajila (Independent Director)	Chairman
2. Mr. K. R. Kamath (Independent Director)	Member
3. Ms. Padmaja Ruparel (Independent Director)	Member

(d) Risk Management Committee

Sr. No. Name of the Director	Committee membership
1. Ms. Padmaja Ruparel (Independent Director)	Chairperson
2. Mr. K. R. Kamath (Independent Director)	Member
3. Mr. Rohan Ajila (Independent Director)	Member

(e) Stakeholders Relationship Committee

Sr. No. Name of the Director	Committee membership
1. Ms. Padmaja Ruparel (Independent Director)	Chairperson
2. Mr. Rohan Ajila (Independent Director)	Member
3. Mr. Baikadi Narahari (Non-Executive Director)	Member

All the committees are well represented by participation of the Independent Directors.

17.12 Internal financial controls and their adequacy

The Companys internal control systems are commensurate with its nature of business, its size and complexities of its operations, and such internal financial controls with reference to the Financial Statements are adequate.

17.13 Significant and Material Orders passed by the Regulators/Courts, if any

During the year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

17.14 Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

17.15 Directors Responsibility Statement

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the "Act") with respect to Directors Responsibility Statement, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company forthe year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. Auditors & Audit Reports:

18.1 Statutory Auditor

M/s. Manian & Rao, Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of five consecutive years from conclusion of the 16^th Annual General Meeting until the conclusion of the 21^st Annual General Meeting of the Company to be held for FY 2028-29.

18.2 Statutory Audit Report

The Statutory Auditors Report on the Financial Statements forthefinancialyear ended March 31, 2025, does not contain any qualification, reservations or adverse remarks. The said report is enclosed with the financial statements in this Annual Report.

18.3 Internal Auditors

In terms of the provisions of Section 138 of the Act read with Companies (Account) Rules, 2014, the Company has appointed M/s Ernst & Young LLP, as the internal auditors.

18.4 Secretarial Auditor

The Company has appointed P.N. Pai & Co., a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company forthe financialyear ended March 31,2025. The Secretarial Audit Report for the financial year ended March 31,2025, does not contain any qualification, reservations or adverse remarks. The report is annexed herewith as "Annexure C".

18.5 Cost Audit

The Company is not required to maintain cost records and get its cost records audited as it is not falling under the list of Companies specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

19. Corporate Social Responsibility (CSR):

The Company implements the CSR in the areas of promoting education, providing basic needs and employment enhancing vocation skills especially among children, and measures for reducing inequalities faced by socially and economically backward classes.

The projects identified and adopted are as per the activities included and amended from time to time in Schedule VII of the Companies Act, 2013. The Company endeavours to make CSR a key business process for sustainable development and welfare of the needy sections of the society.

During the Financial Year 2024-25, the Company has spent the entire amount of INR 2,21,13,910 towards CSR activities. The Annual Report on CSR activities forming part of this Boards report is annexed herewith as "Annexure D".

20. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the "Annexure E" to this report.

21. Maternity Benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended alt statutory benefits to eligible women employees during the year.

22. Proceedings pending under the Insolvency and Bankruptcy Code,2016:

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

23. Difference in valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial institutions along with the reasons thereof is not applicable.

Acknowledgements:

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the members clients, customers, vendors, investors, bankers, financial institutions and business associates for their continued support during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services made by the executives, employees and staff. The growth of the Company was made possible by their hard work, co-operation and support.

The Board of Directors would also thank various regulatory authorities, the Reserve Bank of India, as well as various State and Central Governments, their various departments and all other stakeholders for their support and look forward to their continued support in the future.