Network People Services Technologies Ltd Directors Report

Dear Members,

The Board of Directors of the Company ("Board") have the pleasure in presenting the 13^th Boards Report of Network
People Services Technologies Limited (the Company or NPST) together with the Audited Financial Statements
(Consolidated and Standalone) and the Auditors Report on the business and operations of your Company for the
financial year ended 31^st March, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for FY 2025-26 vis-a-vis FY 2024-25 is summarised below-

	Standalone		Consolidated
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Business Operations (Gross)	19,417	17,312	19,490	17,321
Other Income	1,443	718	1,449	741
Profit/(loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	6,546	6,755	6,513	6,757
Less: Depreciation/Amortisation/Impairment	916	688	916	688
Profit/(loss) before Finance Costs, Exceptional items and Tax Expense	5,630	6,067	5,597	6,069
Less: Finance Costs	91	33	91	34
Profit/(loss) before Exceptional items and Tax Expense	5,539	6,034	5,506	6,035
Add/(less): Exceptional items	0	0	0	0
Profit/(loss) before Tax Expense	5,539	6,034	5,506	6,035
Less: Tax Expense (Current and Deferred)	1,433	1,514	1,424	1,515
Profit/(loss) for the year (1)	4,106	4,520	4,082	4,520
Total Comprehensive lncome/(loss) (2)	01	(17)	(2)	(17)
Total (1 + 2)	4,107	4,503	4,080	4,537
Balance of profit/(loss) for earlier years	8,130	3,610	8,102	3,617
Less: Issue of Bonus Shares	-	-	-	-
Less: Transfer to Reserves	4,106	4,520	4,083	4,485
Less: Dividend paid on Equity Shares	(409)	-	(409)	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	11,844	8,130	11,790	8,102
Earnings per share (Basic) (Rs.)	20.70	23.31	20.58	23.31
Earnings per share (Diluted) (Rs.)	20.70	23.28	20.58	23.27

STATE OF THE COMPANYS AFFAIRS

The financial year 2025-26 marked a defining
phase in the Companys evolution. During the year,
Network People Services Technologies Limited
("NPST" or "the Company") undertook a strategic
transformation to build a more resilient, scalable
and diversified business model while strengthening
its position as a trusted technology partner to
banks, financial institutions, fintechs and payment
ecosystem participants.

The Company continued to capitalise on the
sustained growth of Indias digital payments
ecosystem while proactively repositioning its
business to address evolving market dynamics.

Recognising the monetisation limitations within the
domestic UPI ecosystem, NPST initiated a strategic
shift towards higher-value technology offerings,
recurring Software-as-a-Service (SaaS) revenue
models, artificial intelligence-led solutions and
international markets. The Company believes this
transition will support long-term profitability while
reducing dependence on any single business line or
regulatory environment.

During the year, the Company strengthened its
three strategic business verticals comprising
Technology Service Provider (TSP), Payments
Platform-as-a-Service (PPaaS) and RegTech. Under
the TSP business, NPST launched its SaaS-based

Bank in a Box platform to enable faster customer
onboarding, recurring subscription revenues and
greater scalability. The Company also initiated its
international expansion strategy by introducing
payment infrastructure solutions designed to
support real-time payments in overseas markets.
Concurrently, the PPaaS business was re-architected
to address international payment ecosystems,
including merchant orchestration capabilities and
payment models aligned with MDR and interchange-
led markets. These initiatives are intended to build a
foundation for expanding NPSTs global presence
over the coming years.

A significant milestone during the year was the
advancement of the Companys Al-led RegTech
portfolio through the Risk Intelligence Decisioning
Platform (RIDP). The platform was further developed
to deliver intelligent merchant underwriting,
transaction monitoring and fraud risk management
capabilities, positioning NPST to address the
increasing demand for Al-driven risk management
solutions. During the year, the Company also secured
an order from one of the largest public sector banks
in the country for merchant risk underwriting under
the RIDP platform.

Additionally, the Company recorded several strategic
business wins across its portfolio, spanning Bank in
a Box, Banking Connect, payment security devices,
merchant orchestration and QR-based payment
infrastructure, reinforcing its relationships across
public sector banks, cooperative banks, financial
institutions and government entities. These customer
acquisitions have strengthened the Companys order
pipeline and diversified its revenue opportunities
across multiple business segments.

Operationally, FY 2025-26 was characterised by
investments in technology, organisational capability
and artificial intelligence. The Company adopted
Al-enabled software development processes,
strengthened its business acquisition capabilities,
expanded its international business development
team and enhanced internal operational efficiency.
These initiatives are expected to improve product
development velocity, operational productivity and
customer delivery while supporting future growth.
During the year, the Company also strengthened its
global footprint through the incorporation of NPST
Global Solutions LLC in Dubai in April 2025, as a
wholly owned subsidiary to support its international
expansion strategy.

Financial Performance

Financially, the Company delivered another year of
healthy growth while maintaining strong profitability.
On a consolidated basis, revenue from operations
increased to Rs. 194,90 in Lakh for FY 2025-26
(FY 2024-25: Rs. 173,21 in Lakh), registering a growth
of approximately 12.5%. Including other income,
total income crossed the Rs. 200 crore milestone,
reaching Rs. 209,39 in Lakh (FY 2024-25: Rs. 180,62 in
Lakh).

The Company reported consolidated Profit Before
Tax (PBT) of Rs. 5506 in Lakh (FY 2024-25: Rs. 6035 in
Lakh) and Profit After Tax (PAT) of Rs. 4082 in lakh
(FY 2024-25: Rs. 4520 in Lakh). Consolidated earnings
before depreciation, finance costs and tax (EBITDA)
stood at Rs. 6513 in Lakh (FY 2024-25: Rs. 6757 in
Lakh). Basic earnings per share (consolidated) stood
at Rs. 20.58 per equity share (FY 2024-25: Rs. 23.31).

On a standalone basis, revenue from operations
was Rs. 19417 in Lakh (FY 2024-25: Rs. 17312 in Lakh)
and PAT was Rs. 4106 in Lakh (FY 2024-25: Rs. 4520 in
Lakh).

The moderation in profitability during the year
reflects deliberate investments in platform
development, international market entry, Al
capabilities and organisational scaling undertaken
as part of the Companys strategic repositioning.
The Board is of the view that these investments are
essential to building a sustainable, higher-margin
and geographically diversified revenue base over the
medium to long term.

Over the past four years, NPST has significantly
strengthened its financial profile. Consolidated
revenue from operations has grown from Rs. 6356 in
Lakh in FY 2022-23 to Rs. 19,490 in Lakh in FY 2025-
26, while consolidated PAT has increased from Rs. 874
in Lakh to Rs. 4082 in Lakh over the same period,
reflecting disciplined execution, product innovation
and customer expansion.

During the year, the Company also strengthened
its capital base through a preferential allotment
of 14,46,500 equity shares to Tata Mutual Fund
at Rs. 2,074 per share, including premium of Rs. 2064/-
(Rupees Two Thousand Sixty-Four only) per share,
aggregating to Rs. 300,00,41,000/- (Rupees Three
Hundred Crore and Forty-One Thousand only). The
Company also successfully migrated to the Main
Board of NSE and BSE on 30^th April, 2025, enhancing
its visibility and access to a broader investor base.

2. DIVIDEND

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, as formulated
and adopted by the Board pursuant to Regulation
43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is available on the
Companys website and can be accessed at: https://
www.npstx.com/investor-desk/policies/

DECLARATION AND PAYMENT OF DIVIDEND

The Board of Directors, at its meeting held on 28^th
May, 2026, has recommended a Final Dividend of
Rs. 2/- per equity share of face value Rs. 10/- each (20%)
for FY 2025-26. The dividend has been recommended
based on the parameters laid down in the Dividend
Distribution Policy and will be paid out of the profits
for the year.

The said dividend is subject to the approval of the
Shareholders at the ensuing 13^th Annual General
Meeting (AGM) scheduled to be held on 28^th
September, 2026. If approved, the total cash outflow
towards dividend shall be based on the number of
equity shares of the Company outstanding as on the
Record Date, at Rs. 2/- per equity share. The Record
Date fixed for determining the entitlement of Members
for payment of dividend is 18^th September, 2026.

The dividend, once approved by the Shareholders,
will be paid within 30 (thirty) days from the date of
declaration at the AGM, in accordance with Section
127 of the Companies Act, 2013.

In accordance with the Finance Act, 2020, dividend
income is taxable in the hands of the Members and
the Company is required to deduct tax at source from
the dividend to be paid, at rates prescribed underthe
Income-tax Act, 1961.

UNCLAIMED DIVIDENDS

Details of the dividend declared in FY 2024-25 and
the unclaimed/unpaid amounts, if any, are given
in the Corporate Governance Report forming part
of this Annual Report. Members who have not yet
encashed their dividend warrants/not claimed their
dividend for FY 2024-25 are requested to do so at
the earliest.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there was no
change in the nature of business of the Company.

COST AUDIT

The provision of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Rules, 2014 and Rule 14 of the Companies

(Audit and Auditor) Rules, 2014 are not applicable to
the Company.

TRANSFER TO RESERVES

The Board of Directors of the Company has not
transferred any amount to its General Reserve
during the financial year.

SHARE CAPITAL AND OTHER CHANGES

During the financial year, the capital structure of the
Company is as under:

1. AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as
on 31^st March, 2026 stands at Rs. 25,00,00,000/-
(Rupees Twenty-Five Crore Only) divided into
2,50,00,000 (Two Crore Fifty Lakh) Equity
Shares ofRs. 10/- each.

2. PAID-UP SHARE CAPITAL

The Paid-up Share Capital of the Company as
on 31^st March, 2026 stands at Rs. 20,85,06,500/-
(Rupees Twenty Crore Eighty-Five Lakh Six
Thousand Five Hundred Only) divided into
2,08,50,650 (Two Crore Eight Lakh Fifty
Thousand Six Hundred and Fifty) Equity Shares
ofRs. 10/- each, fully paid-up.

3. PREFERENTIAL ISSUE

The Members of the Company, at the Extra-
Ordinary General Meeting held on 28^th August,
2025, approved a preferential issue of 14,46,500
(Fourteen Lakh Forty-Six Thousand Five
Hundred) equity shares to Tata Mutual Fund
at a price of Rs. 2,074/- (Rupees Two Thousand
Seventy-Four only) per share, including premium
of Rs. 2064/- (Rupees Two Thousand Sixty-Four
only) pershare, aggregatingtoRs.300,00,41,000/-
(Rupees Three Hundred Crore and Forty-One
Thousand only). The said shares were allotted
by the Company in compliance with Chapter
V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

4. RIGHTS ISSUE

During the year, the Company has not increased
its issued and paid-up equity share capital by
way of any rights issue of shares.

5. BONUS ISSUE

During the year, the Company has not issued
any bonus shares.

6. ISSUE OF EQUITYSHARES WITH DIFFERENTIAL
RIGHTS

The Company does not have equity shares with
differential rights and has not issued any shares
with differential rights during the financial year
2025-26.

7. ISSUE OF SWEAT EQUITY SHARES

During the financial year, no shares were issued
as Sweat Equity Shares under any scheme.

8. ISSUE OF EMPLOYEE STOCK OPTIONS

During the financial year, the Company allotted
an aggregate of 14,250 equity shares under
the Employee Stock Option Plan (ESOP) in
two tranches - 5,350 equity shares on 27^th
May, 2025 and 8,900 equity shares on 12^th
November, 2025 - upon exercise of vested
options by eligible employees.

The disclosure as required under Regulation
14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
is available on the website of the company at
https://www.npstx.com/investor-desk/notices-
announcement/

9. PROVISION OF MONEY BY COMPANY FOR
PURCHASE OF ITS OWN SHARES

No provision was made by the Company for
purchase of its own shares by employees or by
trustees for the benefit of employees during the
financial year.

10. SPLITTING/SUB-DIVISION OF SHARES

No splitting or sub-division of shares was
carried out during the financial year.

11. MIGRATION TO MAIN BOARD

The equity shares of the Company listed on
NSE Emerge (SME Platform), were migrated to
and listed on the Main Board of NSE and BSE
with effect from 30^th April 2025, pursuant to
the approval of the Members and in compliance
with SEBI guidelines.

CHANGE IN THE NAME OF THE COMPANY

During the financial year, there has been no change
in the name of the Company.

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

There were no funds which were required to be
transferred to the Investor Education and Protection
Fund (IEPF) during the financial year.

DEPOSITS

The Company has not accepted any deposits from
the public and no amount on account of principal or
interest on deposits from the public was outstanding
as on 31^st March, 2026. Accordingly, disclosures
related to deposits as required to be made under the
Act are not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES

The Company does not have any Associate Company
or Joint Venture.

The Company has following three Subsidiaries-

1. SSK Citizen Services Private Limited

2. Timepay Digital Infotech Private Limited

3. NPST Global Solutions LLC

The statement containing the salient features of the
financial statement of the Companys Subsidiaries
is mentioned in AOC-1 annexed to this report as
Annexure-I.

REGISTRAR AND SHARE TRANSFER AGENTS

The Company has appointed M/s. MUFG Intime
India Private Limited (formerly known as Link Intime
India Private Limited) as its Registrar and Share
Transfer Agent.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

The Company has amended Policy on Related
Party Transactions ("RPT Policy") during the year in
compliance with Regulation 23 of the SEBI Listing
Regulations, which is available on the website of the
Company at https://www.npstx.com/investor-desk/
policies/

All contracts/arrangements/transactions entered
into by the Company during the financial year were
in the ordinary course of business and on an arms
length basis. Accordingly, disclosure of Related
Party Transactions as required under Section 134(3)
(h) of the Companies Act, 2013 is given in Form AOC-
2 annexed to this Report as Annexure-ll.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board of the Company consists of eminent
individuals of diverse backgrounds with skills,
experience and expertise in various areas as detailed
in the Corporate Governance Report, which forms
part of this Annual Report.

The Board structure as on 31^st March, 2026 is as follows:

DIN/PAN	Name	Designation
06713945	Deepak Chand Thakur	Chairman and Managing Director
06986812	Ashish Aggarwal	Joint Managing Director
08658850	Savita Vashist	Executive Director
00288274	Abhishek Mishra	Independent Director
09205373	Panchi Samuthirakani	Independent Director
07063686	Ram Nirankar Rastogi	Independent Director
ADXPN1812F	Inder Kumar Naugai	Chief Financial Officer (KMP)
BPKPS7604J	Chetna Chawla	Company Secretary and Compliance Officer (KMP)

The Company comprises six (6) Directors as on 31^st March, 2026, including three (3) Executive Directors and three

(3) Non-Executive Independent Directors.

Mr. Deepak Chand Thakur (DIN: 06713945) and Mr. Ashish Aggarwal (DIN: 06986812) were appointed as
Chairman and Managing Director and Joint Managing Director respectively, with effect from 20^th October, 2020,
for a term of five years. Following are the changes in Directors of the Company during the financial year 2025-26:

DIN	Name	Date of Event	Nature of Event
00288274	Abhishek Mishra	21st October, 2025	Re-appointment as Independent Director (second term of five consecutive years)
06713945	Deepak Chand Thakur	20th October, 2025	Re-appointment as Chairman and Managing Director (term of five years)
06986812	Ashish Aggarwal	20th October, 2025	Re-appointment as Joint Managing Director (term of five years)

The above re-appointments were approved by the
Members at the 12^th Annual General Meeting of the
Company held on 29^th September, 2025.

CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS

M/s. Kala Agarwal, Company Secretary in Practice,
Mumbai (Membership No. 5976, Certificate of
Practice No. 5356) has issued a certificate as required
under the Listing Regulations, confirming that none
of the directors on the Board of the Company has
been debarred or disqualified from being appointed
or continuing as director of companies by the SEBI/
Ministry of Corporate Affairs or any such statutory
authority. The certificate is enclosed with this section
as Annexure-lll.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013, Mr. Deepak Chand Thakur
(DIN: 06713945), Executive Director of the Company,
is liable to retire by rotation and, being eligible, offers
himself for re-appointment at the ensuing Annual
General Meeting. Accordingly, requisite resolution
shall form part of the Notice convening the AGM.

INDEPENDENT DIRECTORS

Mr. Abhishek Mishra (DIN: 00288274) was appointed
as an Independent Director for a term of five
consecutive years in the Extra-Ordinary General

Meeting held on 20^th October, 2020. The Members,
at the 12^th Annual General Meeting held on 29^th
September, 2025, approved his re-appointment for
a second term of five consecutive years with effect
from 21^st October, 2025. He resigned from the
position of Independent Director of the Company
with effect from 1^st April, 2026.

Ms. Panchi Samuthirakani (DIN: 09205373) was
appointed as Independent Non-Executive Director
on 25^th September, 2023, for a term of five years.

Mr. Ram Nirankar Rastogi (DIN: 07063686) was
appointed as Independent Non-Executive Director
on 12^th April, 2024, for a term of five years.

The terms and conditions of appointment of the
Independent Directors are in compliance with the
provisions of the Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, and are placed on the website of
the Company at https://www.npstx.com/investor-
desk/policies/

Pursuant to the provisions of Section 149(7) of the
Act, the Independent Directors have submitted
declarations that each of them meets the criteria
of independence as provided in Section 149(6) of
the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company has disclosed on its website at https://www.npstx.com/investor-desk/policies/ the details of the
familiarization programs formulated to educate the Independent Directors regarding their roles, rights and
responsibilities in the Company and the nature of the industry in which the Company operates, the business
model of the Company, etc.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, following are the Key Managerial Personnel ("KMPs") of the
Company as on 31^st March, 2026:

f.r Name No.	Designation
1 Mr. Deepak Chand Thakur	Chairman, Managing Director and Chief Executive Officer
2 Mr. Ashish Aggarwal	Joint Managing Director
3 Mr. Inder Kumar Naugai	Chief Financial Officer
4 Ms. Chetna Chawla	Company Secretary and Compliance Officer

MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 (Six) times during FY 2025-26. The
maximum interval between two consecutive Board
meetings was within the period prescribed underthe
provisions of Section 173 of the Act and SEBI Listing
Regulations. During the financial year 2025-26,
Board meetings were held on the following dates:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
i	27th May, 2025	6	5
2	4th August, 2025	6	5
3	8th August, 2025	6	5
4	5th September, 2025	6	6
5	12th November, 2025	6	6
6	11th February, 2026	6	6

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, an evaluation process was
carried out to evaluate performance of the Board
and its Committees, the Chairman of the Board and
all Directors, including Independent Directors.

In a separate meeting of the Independent Directors,
performance of the Non-Independent Directors,
Chairman of the Board and the Board as a whole
was also evaluated.

The Board Evaluation Policy has been amended
during the year and the Policy is available on the
website of the Company at https://www.npstx.com/
investor-desk/policies/

POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION

The Board has framed and adopted a Nomination,
Remuneration and Board Diversity Policy in terms

of Section 178 of the Act and Regulation 19(4)
read with Part D of Schedule II to the SEBI Listing
Regulations, for identification, selection and
appointment of Directors, Key Managerial Personnel
(KMPs) and Senior Management Personnel (SMPs) of
the Company. The Policy lays down the process and
parameters for the appointment and remuneration
of the Directors, KMPs and other SMPs and the
criteria for determining qualifications, highest level of
personal and professional ethics, positive attributes,
financial literacyand independence of a Director.The
Policy is available on the website of the Company at
https://www.npstx.com/investor-desk/policies/

COMMITTEES OF THE BOARD

The Board of Directors has constituted five
Committees, viz.:

(1) Audit Committee;

(2) Nomination and Remuneration Committee;

(3) Stakeholders Relationship Committee;

(4) Risk Management Committee;

(5) Corporate Social Responsibility Committee.

Details of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders
Relationship Committee are set out below;
the Risk Management Committee and the
Corporate Social Responsibility Committee are
covered under the Risk Management Policy
and Corporate Social Responsibility sections
respectively of this Report.

1. AUDIT COMMITTEE

The Audit Committee, constituted as per Section 177 of the Companies Act, 2013 and Regulation 18 of
SEBI LODR, consists of four members as on 31^st March, 2026. The composition as on 31^st March, 2026 is
as follows:

DIN	Name	Designation	Category
00288274	Abhishek Mishra	Chairman	Independent Director
09205373	Panchi Samuthirakani	Member	Independent Director
07063686	Ram Nirankar Rastogi	Member	Independent Director
06986812	Ashish Aggarwal	Member	Joint Managing Director

During the year under review, the Audit Committee met five times, and the details are as follows

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
i	27th May, 2025	4	4
2	8th August, 2025	4	4
3	5th September, 2025	4	4
4	12th November, 2025	4	4
5	11th February, 2026	4	4

2. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee, constituted as per Section 178 of the Companies Act, 2013
and Regulation 19 of SEBI LODR, consists of four members as on 31^st March, 2026. The composition as on
31^st March, 2026 is as follows:

DIN	Name	Designation	Category
00288274	Abhishek Mishra	Chairman	Independent Director
09205373	Panchi Samuthirakani	Member	Independent Director
07063686	Ram Nirankar Rastogi	Member	Independent Director
06713945	Deepak Chand Thakur	Member	Executive Director

 

During the year under review, the Committee met two times, and the details are as follows:
Sr Date of Meeting	Strength of Committee	No. of Members Present
1 5th September, 2025	4	4
2 11th February, 2026	4	4

The Companys Nomination and Remuneration Policy, which includes the Directors appointment and
remuneration and criteria for determining qualifications, positive attributes, independence of Directors and
other matters, is available on the website of the Company at https://www.npstx.com/investor-desk/policies/.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee, constituted as per Section 178 of the Companies Act, 2013 and
Regulation 20 of SEBI LODR, consists of three members as on 31^st March, 2026. The composition as on 31^st
March, 2026 is as follows:

DIN	Name	Designation	Category
00288274	Abhishek Mishra	Chairman	Independent Director
09205373	Panchi Samuthirakani	Member	Independent Director
06986812	Ashish Aggarwal	Member	Joint Managing Director

During the year under review, the said Committee met once, on 11^th February, 2026, with all three
members present.

Investor grievances received, resolved, and pending during the financial year 2025-26 were Nil.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134
of the Companies Act, 2013, with respect to the
Directors Responsibility Statement, your Directors
confirm that:

(a) In the preparation of the annual accounts for
the financial year ended 31^st March, 2026, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures and there are no material
departures from the same;

(b) 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 as at 31^st
March, 2026 and of the profit of the Company
for the year ended on that date;

(c) The Directors had taken proper and sufficient
careforthe 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 had prepared the annual accounts
on a going concern basis;

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of the provisions of Regulation 34 of the
SEBI Listing Regulations, management discussion
and analysis report is set out as a separate section
under this Annual Report

AUDITORS OF THE COMPANY
STATUTORY AUDITORS

M/s. Singhi and Co., Chartered Accountants (Firm
Registration No. 302049E), were appointed as the
Statutory Auditors of the Company by the Members
at the 12^th Annual General Meeting held on 29^th
September, 2025, for a term of five consecutive
years, to hold office from the conclusion of the

said AGM until the conclusion of the 17^th Annual
General Meeting.

The Report given by the Statutory Auditors on the
Standalone Financial Statements of the Company
and the Consolidated Financial Statements of the
Company for the financial year ended 31^st March,
2026, forms part of this Annual Report. There has
been no qualification, reservation, adverse remarks
or disclaimer given by the Statutory Auditors in their
Report which calls for any explanation.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013
and Regulation 24A of SEBI LODR, the Members,
at the 12^th Annual General Meeting held on 29^th
September, 2025, approved the appointment of
M/s. Kala Agarwal, Company Secretary in Practice,
Mumbai (Membership No. 5976, Certificate of
Practice No. 5356), as the Secretarial Auditor of
the Company for a term of five consecutive years,
to conduct the Secretarial Audit for financial years
2025-26 to 2029-30. The Secretarial Audit Report
for the financial year ended 31^st March, 2026, is
annexed to this Report as Annexure-IV.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act,
2013 and the rules made thereunder, the Board of
Directors, at its meeting held on 27^th May, 2025,
appointed M/s. RVA and Associates LLP, Chartered
Accountants, Mumbai (Firm Registration No.
115003W), as Internal Auditors to conduct the
Internal Audit for the financial year 2025-26.

EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE
BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations, adverse
remarks or disclaimers made by the Statutory
Auditors of the Company in their Audit Report for the
financial year ended 31^st March, 2026.

The Secretarial Audit Report contains one
qualification given by M/s. Kala Agarwal, Company
Secretary in Practice, Mumbai (Membership No.
5976, Certificate of Practice No. 5356) i.e.:

1. The Company did not obtain the in-principle
approval of the stock exchanges prior to the
issuance of securities, as required under the
applicable provisions. Consequently, a fine of
59,000 (including GST) was levied by each
of the stock exchanges, namely National Stock

Exchange of India Limited and BSE Limited.
The Company subsequently regularized the
non-compliance and remitted the fines to NSE
Limited and BSE Limited on 17^th September,
2025 and 23^rd September, 2025, respectively.

Management Response: The Board noted that the
non-compliance occurred due to an inadvertent
oversight. The Company had proactively informed
the Stock Exchanges regarding the matter and
subsequently received communications under the
applicable Standard Operating Procedures (SOP)
framework. The Company promptly regularized the
non-compliance and complied with the directions
issued by the Stock Exchanges. The said non-
compliance had no material impact on the operations
or financial position of the Company.

The Board has taken cognizance of the matter
and advised the Secretarial Department to further
strengthen internal compliance controls, monitoring
processes, and review mechanisms to ensure
timely compliance with all applicable regulatory
requirements. The Secretarial Department has
already implemented additional checks and
monitoring measures to mitigate compliance risks
and prevent recurrence of similar instances in
the future.

CORPORATE SOCIAL RESPONSIBILITY

NPSTs CSR initiatives are in accordance with the
stipulations of Section 135 of the Companies Act,
2013. Given the Companys average net profit for
the three immediately preceding financial years, the
provisions of Section 135 of the Act are applicable to
the Company for the financial year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The CSR Committee was constituted by the Board of Directors at its meeting held on 12^th November, 2025. The
composition as on 31^st March, 2026 is as follows:

DIN	Name	Designation	Category
00288274	Abhishek Mishra	Chairman	Independent Director
08658850	Savita Vashist	Member	Executive Director
06986812	Ashish Aggarwal	Member	Joint Managing Director
-	Inder Kumar Naugai	Member	Chief Financial Officer (non-DIN)
	Vanita DSouza	Member	Marketing Communications (non- DIN)

During the year under review, the said Committee met once, on 11^th February, 2026, with all three members
were present.

A concise overview of the Companys CSR Policy, along with the CSR initiatives pursued during the year and the
prescribed disclosures is set out in the Annual Report on CSR Activities annexed to this Report as Annexure-V.
The CSR Policy was amended during the year and is available on the Companys website at www.npstx.com/
investor-desk/policies/.

RISK MANAGEMENT POLICY

As the Company continues to rank among the top 1,000 listed entities by market capitalisation, the Company
is mandated, in accordance with Regulation 21 of SEBI LODR, to maintain a Risk Management Committee. The
composition of the Risk Management Committee as on 31^st March, 2026 is as follows:

DIN	Name and Designation	Position
09205373	Panchi Samuthirakani - Independent Director	Chairperson
07063686	Ram Nirankar Rastogi - Independent Director	Member
08658850	Savita Vashist - Executive Director	Member
-	Inder Kumar Naugai - Chief Financial Officer	Member
-	Prashant Rao - Chief of Business Operations	Member

 

Date of Meeting	Strength of Committee	No. of Members Present
28th April, 2025	5	5
12th November, 2025	5	5
11th February, 2026	5	5

MATERIAL CHANGES AND COMMITMENTS SUBSEQUENTTO THE CLOSE OF THE FINANCIAL YEAR

The following material events occurred after 31^st March, 2026 and before the date of signing of this Report:

1. Mr. Abhishek Mishra (DIN: 00288274) resigned from the position of Independent Director of the Company
with effect from 1^st April, 2026. In his place, Mr. Vijay Kumar Singh (DIN: 07603392) was appointed as an
Independent Director of the Company, pursuant to the recommendation NRC and approval of the Board
of Directors at its meeting held on 28^th May, 2026 and Members through postal ballot concluded on 28^th
June, 2026.

2. The Board of Directors, at its meeting held on 28^th May, 2026, reconstituted the Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility
Committee. The revised composition of the Committees is as follows:

AUDIT COMMITTEE (W.E.F. 28^th MAY, 2026)

DIN	Name	Designation	Category
07603392	Vijay Kumar Singh	Chairman	Independent Director
09205373	Panchi Samuthirakani	Member	Independent Director
07063686	Ram Nirankar Rastogi	Member	Independent Director
06986812	Ashish Aggarwal	Member	Joint Managing Director
NOMINATION AND REMUNERATION COMMITTEE (W.E.F. 11th AUGUST, 2026)
DIN	Name	Designation	Category
07063686	Ram Nirankar Rastogi	Chairman	Independent Director
07603392	Vijay Kumar Singh	Member	Independent Director
09205373	Panchi Samuthirakani	Member	Independent Director
06713945	Deepak Chand Thakur	Member	Executive Director
STAKEHOLDERS RELATIONSHIP COMMITTEE (W.E.F. 28th MAY, 2026)
DIN	Name	Designation	Category
09205373	Panchi Samuthirakani	Chairperson	Independent Director
07603392	Vijay Kumar Singh	Member	Independent Director
06986812	Ashish Aggarwal	Member	Joint Managing Director
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (W.E.F. 28th MAY, 2026)
DIN	Name	Designation	Category
07603392	Vijay Kumar Singh	Chairman	Independent Director
08658850	Savita Vashist	Member	Executive Director
06986812	Ashish Aggarwal	Member	Joint Managing Director

3. Pursuant to the exercise of stock options by eligible employees, the Board of Directors, at its meeting held
on 28^th May, 2026, approved the allotment of 12,850 equity shares under the NPST Employee Stock Option
Plan 2023. Consequent to the said allotment, the issued, subscribed and paid-up equity share capital of the
Company stands increased toRs. 20,86,35,000/- (Rupees Twenty Crore Eighty-Six Lakh Thirty-Five Thousand
Only) divided into 2,08,63,500 (Two Crore Eight Lakh Sixty-Three Thousand Five Hundred) equity shares
ofRs. 10/- each, fully paid-up, as on the date of this Report.

4. The Company amended its ESOP Policy with effect from 1^st April, 2026.

5. The Company amended its Nomination and Remuneration Policy with effect from 28^th May, 2026.

Except as disclosed above and elsewhere in this Report, there are no other material events affecting the
financial position of the Company which have occurred between 31^st March, 2026 and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

During the financial year 2025-26, NSE (letter dated
16^th September, 2025) and BSE (letter dated 23^rd
September, 2025) each imposed a fine of Rs. 50,000
under Regulation 28(1) of SEBI LODR for non-
compliance with obtaining in-principle approval
from the stock exchanges prior to the preferential
issue of securities. The Company has paid both fines
and there is no continuing impact on the Companys
going concern status or future operations arising
from this matter.

Except as stated above, there were no other
significant and material orders passed by the
regulators, courts or tribunals during the financial
year impacting the going concern status and the
Companys operations in future.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest
standards of corporate governance practices. The
Corporate Governance Report, as stipulated by SEBI
LODR, forms part of this Annual Report along with
the requisite certificate regarding compliance with
the conditions of corporate governance.

The Company has formulated and implemented a
Code of Conduct for all Board members and senior
management personnel (Code of Conduct), who
have affirmed compliance thereto. The Code of
Conduct is available on the website of the Company
at www.npstx.com/investor-desk/policies/. The
Company migrated from the SME Platform of NSE
to the Main Board of both NSE and BSE with effect
from 30^th April, 2025, and has since complied with
all applicable Main Board requirements under
SEBI LODR.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Business Responsibility and Sustainability Report
(BRSR) for FY 2025-26, describing the initiatives
taken by the Company from an environment, social
and governance (ESG) perspective, forms part of this
Annual Report.

ANNUAL RETURN

Pursuantto Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on 31^st March, 2026
is available on the Companys website at https://
www.npstx.com/investor-desk/annual-return/

PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED

Pursuant to Section 186 of the Companies Act,
2013, the Company has, during the financial year
2025-26, extended a float and loan to SSK Citizen
Services Private Limited and a float advance to
Timepay Digital Infotech Private Limited, both being
Subsidiaries of the Company, to meet their working
capital and operational requirements. The Company
has also made an investment in the form of Optionally
Convertible Debentures, in NPST Global Solutions
LLC, its wholly owned subsidiary in the UAE, to carry
out the operations of the said Subsidiary, pursuant
to the resolution passed by the Board of Directors at
its meeting held on 2^nd December, 2024 approving
an investment of up to USD 1 million by way of
equity/preference/debt/convertible debentures/loan/
guarantee, to be made in one or more tranches. These
loans, advances and investments, being transactions
in the nature of loans, advances and investments to
Subsidiaries and not transactions falling within the
scope of Section 188(1) of the Act, are not included
in Form AOC-2 (Annexure-ll) to this Report.

As has been the Companys consistent practice, such
loans and advances to Subsidiaries are approved
by the Audit Committee under its annual omnibus
approval and are noted by the Board of Directors.
Since the transactions with SSK Citizen Services
Private Limited and Timepay Digital Infotech Private
Limited are within the limits prescribed under
Section 186(2) of the Act, no special resolution of the
Members was required. In respect of NPST Global
Solutions LLC, being a wholly owned subsidiary ofthe
Company, the exemption available under the second
proviso to Section 186(3) of the Act applies, and no
special resolution of the Members was required.

Full particulars of the above loans and investments,
including their purpose and utilisation, are disclosed
in the Notes to the Audited Financial Statements for
the year ended 31^st March, 2026.

PARTICULARS OF EMPLOYEES AND RELATED
INFORMATION

The information required under Section 197 of
the Act, read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to percentage
increase in remuneration, ratio of remuneration of
each Director and Key Managerial Personnel (KMP)
to the median of employees remuneration are
provided in Annexure-VI.

DISCLOSURE FOR AMOUNTS RECEIVED FROM
DIRECTORS AND RELATIVES OF DIRECTORS

During the financial year 2025-26, the Company
has not received or borrowed any amount from its
Directors or their relatives.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company has adopted a Whistle Blower
Policy/Vigil Mechanism with protective clauses for
the whistleblowers to report genuine concerns, in
confirmation with the provisions of Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations.
The Policy provides adequate safeguards against
victimization of whistleblowers and provides direct
access to the Chairperson of the Audit Committee,
in exceptional circumstances. The policy provides
for a mechanism to report concerns about unethical
behaviour, actual or suspected fraud, instances of
leak of Unpublished Price Sensitive Information or
violations of Companys Code of Conduct. The Policy
is available on the Companys website at www.
npstx.com/investor-desk/policies/.

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

Pursuant to Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, relevant details of conservation of
energy, technology absorption and foreign exchange
earnings and outgo are attached as Annexure-VII to
this Report.

DISCLOSURE UNDER PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules made thereunder,
the Company has laid down a Prevention of Sexual
Harassment (POSH) Policy, also available on the
website of the Company at www.npstx.com/
investor-desk/policies/. and has constituted Internal
Complaints Committees (ICCs) at all relevant
locations across India to consider and resolve
complaints relating to sexual harassment.

The ICCs include an external member with relevant
experience. The ICCs, presided over by women in
senior positions, conduct investigations and take
decisions at the respective locations. The Company
has zero tolerance towards sexual harassment
of women at the workplace. The ICCs also work
extensively on creating awareness on the relevance
of sexual harassment issues.

The following is a summary of sexual harassment
complaints received and disposed of during the
financial year 2025-26:

Particulars	Number
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of cases pending at the end of the year	Nil
Number of complaints pending for more than 90 days	Nil

During the financial year 2025-26, POSH awareness
sessions were conducted every quarter by the external
members of the Internal Complaints Committee,
covering prevention of sexual harassment at the
workplace, including while working remotely.

MATERNITY BENEFIT ACT, 1961

The Company has complied with all applicable
provisions relating to the Maternity Benefit Act, 1961
and all benefits and entitlements are duly extended
to eligible employees.

The following disclosures in respect of maternity
benefits availed during the financial year 2025-26
are provided below:

Particulars	Number
Number of women employees as on 31st March, 2026	93
Number of women employees who were granted maternity leave during the year	4
Number of women employees who availed maternity benefit and returned to work after availing such benefit during the year	4
Number of women employees who availed maternity benefit and did not return to work during the year	0

CODE OF CONDUCT FOR PROHIBITION OF
INSIDER TRADING

The Board of Directors has adopted an Insider
Trading Policy in accordance with the requirements
of the SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Policy lays down guidelines
and procedures to be followed and disclosures to
be made while dealing with shares of the Company,
as well as the consequences of violation, and is
designed to regulate, monitor and ensure reporting
of deals by employees. The Insider Trading Policy,
covering the code of practices and procedures forfair
disclosure of unpublished price sensitive information,
is available on the website of the Company at https://
www.npstx.com/investor-desk/policies/

INVESTOR GRIEVANCE REDRESSAL

The Company firmly believes that maintaining
transparent and effective communication with
its shareholders is crucial for fostering trust and
long-term partnerships. The Companys Investor
Grievance Redressal Mechanism ensures that every
grievance is handled with care and resolved fairly
and transparently. There were zero complaints
registered during the financial year 2025-26.

COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company is in compliance with the applicable
Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2), issued
by the Institute of Company Secretaries of India and
approved by the Central Government under Section
118(10) of the Companies Act, 2013.

CYBER SECURITY

Pursuant to Regulation 27(2)(ba) of SEBI LODR, the
Company confirms that there were no cyber security
incidents, breaches, or loss of data during any
quarter of FY 2025-26, as disclosed in the quarterly
Integrated Filing (Governance) submitted to the
stock exchanges.

During the year, the Board reviewed and approved
amendments to the Information Security Policy of
the Company.

LISTING AND EXCHANGE COMPLIANCE

The equity shares of the Company are listed on the
National Stock Exchange of India Limited (Symbol:
NPST) and BSE Limited (Scrip Code: 544396), ISIN:
INE0FFK01017. Annual listing fees for FY 2025-26
have been paid to both exchanges. The Company is
registered on the SEBI Complaints Redress System
(SCORES) with Registration IDcomn00521.

OTHER STATUTORY DISCLOSURES

No disclosure or reporting is made with respect to
the following items, as there were no transactions
during FY 2025-26 or the same is not applicable:

- The Company does not have equity shares
with differential rights as to dividend, voting
or otherwise;

- No fraud under Section 143(12) of the Act has been
reported by the Auditors to the Audit Committee,
the Board or the Central Government;

- The Company does not have any scheme or
provision of money for the purchase of its own
shares by employees or by trustees for the benefit
of employees;

- There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016;

- There was no instance of one-time settlement
with any Bank or Financial Institution;

- There was no revision in the financial statements
of the Company;

- The Company has not made any downstream
investments during the year under review, and a
certificate from the Statutory Auditors has been
obtained in this regard;

- There was no instance wherein the Company
failed to implement any corporate action within
the statutory time limit; and

- The Company has not made any political party
contribution under Section 182 of the Act.

CFO AND CEO CERTIFICATION

The Company has obtained a Compliance Certificate
from Mr. Inder Kumar Naugai, Chief Financial Officer,
and Mr. Deepak Chand Thakur, Chairman and
Managing Director, pursuant to Regulation 17(8)
of SEBI LODR, for the financial year 2025-26. The
certificate is annexed to this Report as Annexure-VI II.

ACKNOWLEDGEMENT

The Directors would like to express their appreciation
for the assistance and co-operation received from
the Bankers, Central and State Government, Local
Authorities, Clients, Vendors, Advisors, Consultants
and Associates at all levels for their continued
guidance and support. Your Directors also wish to
place on record their deep sense of appreciation for
the commitment, dedication and hard work put in by
every member of the Company.