Network People Services Technologies Ltd Directors Report

Dear Shareholders,

The Board of Directors takes immense pleasure, presenting the 12 th Annual Report on the performance of the Company together with Audited Financial Statements of Accounts and the Auditors Report of your Company for the Financial Year ended on 31 March, 2025.

#MDEnd#

#DRStart#

Board of Directors Report

FINANCIAL HIGHLIGHTS

The Compan y s financial per formanc e fo r the y ear ended 31 Ma r ch , 2025 is summari z ed below:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	31 March, 2025	31 March, 2024	31 March, 2025	31 March, 2024
Sales/Income from Business operations (Gross)	17,312.17	12,751.16	17,320.77	12,755.22
Other Income	718.44	261.48	741.22	269.12
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	6,756.42	4,547.39	6,757.68	4,549.13
Less: Depreciation/Amortization/Impairment	688.04	959.89	688.23	959.90
P r ofit/los s befo r e Finance Cost s , E x ceptiona l items and Tax Expense	6,068.38	3,587.50	6,069.49	3,589.23
Less: Finance Costs	34.31	32.05	34.31	32.06
Profit/loss before Exceptional items and Tax Expense	6,034.07	3,555.46	6,035.14	3,557.17
Add/(less): Exceptional items	0	0	0	0
Profit/loss before Tax Expense	6,034.07	3,555.46	6,035.14	3,557.17
Less: Tax Expense (Current & Deferred)	1,513.86	867.48	1,515.01	867.92
Profit/loss for the year (1)	4,520.21	2,687.98	4,520.13	2,689.25
Total Comprehensive Income(2)	(17.17)	(10.45)	(17.17)	(10.45)
Total (1+2)	4,503.04	2,677.53	2,803.13	2,678.88
Balance of profit/loss for earlier years	-	-	-	-
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Issue of Bonus Share	-	-	-	-
Less: Transfer to Reserves	4,520.21	2,687.98	4,520.13	2,689.25
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	-	-	-	-
Earnings per share (Basic)	23.31	13.87	23.31	13.87
Earnings per share (Diluted)	23.28	13.85	23.27	13.85

STATE OF COMPANYS AFFAIRS

Business Operations

In FY 2024-25, NPST made significant strides in product innovation, platform scalability, and market expansion. We unveiled EvoK 3.0, our next-generation Payment Platform- as-a-Service (PPaaS), at the Global Fintech Fest. Built to power diverse payment use cases for banks, NBFCs, and fintechs, EvoK 3.0 is now being adopted across key players. We partnered with NSDL Payments Bank for merchant payouts and a leading private bank for online acquiring, offering flexible settlement capabilities to Payment Aggregators. Our collaboration with Mahindra Finance to

deliver the EvoK SDK enables seamless financial service integration into their applications. NPST was also awarded a multi-year contract by the Central Bank of India to support the national rollout of their Qynx Offline Payments initiative, securing a 40% deployment share across 4,600+ branches.

To enhance delivery models, we rolled out a Hosted Deployment Model for banks under our TSP line of business, helping reduce total cost of ownership and accelerating go-to-market timelines. In the RegTech space, we secured mandates from Cosmos Bank for our Online Dispute Resolution platform, and from three banks and a leading payment aggregator for our Risk Intelligence Decisioning

Platform (RIDP), which enables proactive merchant-level fraud detection.

Our Digital Banking suite continued to see strong adoption, with Kerala Gramin Bank and Karnataka Gramin Bank onboarding our flagship Banking Super App. We also won our first order for an interoperable Internet and Mobile Banking platform, setting the stage for early market leadership. On the infrastructure front, we were awarded a UPI switching contract by Spice Money and selected by Gujarat State Cooperative Bank to deploy switching infrastructure, further strengthening our cooperative banking network.

In UPI innovation, NPST partnered with Hyperface to enable real-time credit issuance via UPI and went live with a leading Public Sector Bank for UPI on Credit, cementing our position in the emerging credit ecosystem. We also expanded our hardware partnerships to integrate SoundBox solutions, enhancing UPI acceptance infrastructure. Finally, FY 25 marked our first global foray in Digital Public Infrastructure (DPI) with an order from a regulated African entity to build national-scale payment infrastructure, unlocking long-term international growth potential.

Financial Performance

Our Company has generated revenue from its operations amounting to 17,312.17/- Lakhs in FY 2024-25 as compared to 12,751.16/- in FY 2023-24. The total revenue year on year percentage has increased by 35.77%.

The net profits of the Company have also increased to

4,520.25/- Lakhs in FY 2024-25 from 2,687.97/- Lakhs in FY 2023-24 which has given year on year yield 69.28%. Further the Directors are desirous of even better opportunities and favorable growth prospects in coming future.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to its General Reserve during the Financial Year 2024-25.

DIVIDEND

The Board of Directors of the Company has recommended the declaration of a final dividend of ?‚?2/- (Rupees Two only) per equity share of face value ?‚?10/- each for the financial y ear ended 31 Ma r ch , 2025 at their meetin g held o n 27 M a y , 2025.

The proposed final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM). The r eco mmendatio n r eflects t h e Compan y s commitment to delivering consistent value to its shareholders and sharing the fruits of its growth and profitability. It also

reinforces NPSTs long-term vision of sustainable wealth creation while maintaining a prudent balance between rewarding shareholders and retaining earnings to support future growth.

The dividend has been recommended in accordance with the provisions of Section 123 of the Companies Act, 2013, read with the applicable rules made thereunder.

*The exact dividend payout amount will be calculated based on the paid-up share capital as on the record date.

CHANGE IN THE NATURE OF BUSINESS

During the 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.

SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2024-25, the capital structure of the Company is: -

Authorized Share Capital

The Authorized Share Capital of the Company as on

31 March, 2025 stands at 250,000,000/-(Rupees Twenty-Five crores Only) divided into 25,000,000 (Two crores fifty Lakhs) Equity Shares of 10/- each.

Paid-up Share Capital

The Paid-up Share Capital of the Company as on

31 March, 2025 stands at 193,899,000/-(Rupees Nineteen crores Thirty-Eight Lakhs Ninety-Nine Thousand Only) divided into 19,389,900 (One crores Ninety-Three Lakhs Eighty-Nine Thousand Nine Hundred Only) equity shares of 10/- each.

Preferential Issue

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

Right Issue

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

Bonus Issue

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

Issue of Equity Shares with Differential Rights

Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2024-25.

Issue of Sweat Equity Shares

During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.

Issue of Employee Stock Options

During the financial year, the Nomination and Remuneration Committee did not grant any stock options under the Employee Stock Option Plan (ESOP). However, the Company allotted 3,900 equity shares under the ESOP scheme as part of the first tranche, pursuant to the approval granted by the Board of Directors at its meeting held on 17 October, 2024.

The Nomination and Remuneration Committee of the Company administers and monitors the NPST ESOP scheme in accordance with the applicable SEBI regulations.

The disclosure as required Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this report as Annexure-I .

Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

Splitting/Sub Division of shares

No splitting/sub division of shares was done during

the financial year 2024-25.

Further Issue of Shares Through Initial Public Offer and Listing of Shares

No further issue of shares has taken place in the current reporting period.

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 Investor Education and Protection fund (IEPF).

DEPOSITS

Company has complied with section 73 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment. Hence the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Associate Company/ Joint Venture, however, has two Subsidiaries namely "SSK Citizen Services Private Limited" and "Timepay Digital Infotech Private Limited" .

SSK Citizen Services Private Limited ("SSK") Corporate Information

SSK Citizen Services Private Limited was incorporated as a Private Limited Company under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated 20 April, 2015 bearing Corporate Identification Number U72300MH2015PTC263632 issued by Registrar of Companies, Mumbai.

Capital Structure and Shareholding Pattern of SSK

The authorized share capital of SSK is 500,000/- divided into 50,000 equity shares of 10/- each. Its issued, subscribed and the paid-up equity share capital is

100,000/- divided into 10,000 equity shares of 10/- each. The shareholding pattern of SSK as on 31 March, 2025 is as mentioned below:

Sr. No.	Name of the Shareholder	No. of Equity Shares	Percentage
1	Network People Services Technologies Ltd.	9,980	99.80%
2	Ashish Aggarwal	10	0.10%
3	Deepak Chand Thakur	10	0.10%
Grand Total		10,000	100.00%

Board of Directors of SSK

Board of Directors of SSK as on 31 March, 2025:

Deepak Chand Thakur

Ashish Aggarwal

Rajiv Kumar Aggarwal

Dinesh Chandra Deo

Timepay Digital Infotech Private Limited Corporate Information

Sr. No.	Name of Shareholder	No. of Equity Shares	Percentage
1	Network People Services Technologies Ltd.	4,250,000	85.00%
2	Ashish Aggarwal	250,000	05.00%
3	Deepak Chand Thakur	250,000	05.00%
4	Savita Vashist	250,000	05.00%
Grand Total		5,000,000	100.00%

Timepay Digital Infotech Private Limited was incorporated as a Private Limited Company under the provisions of the

Board of Directors

Board of Directors as on 31 March, 2025:

Deepak Chand Thakur

Savita Vashist

Ashish Aggarwal

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The statement containing the salient features of the financial state m ent o f the Compan y s Subsidia r y namely SSK Citizen Services Private Limited ("SSK") and Timepay Digital Infotech Private Limited is mentioned in AOC-1 annexed to this report as Annexure-II .

REGISTRAR & 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 & Share Transfer Agent.

Companies Act, 2013 vide Certificate of Incorporation dated 03 N ov embe r , 2023 bearin g Corpo r ate Identification Number U62099MH2023PTC413277 issued by Registrar of Companies, Mumbai.

Capital Structure and Shareholding Pattern

The authorized share capital is 75,000,000/- divided into 7,500,000 equity shares of 10/- each. Its issued, subscribed and the paid-up equity share capital is

50,000,000/- divided into 5,000,000 equity shares of 10/- each. The shareholding pattern as on 31 March, 2025 is as mentioned below:

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions that were entered into by the Company during the Financial Year were in O r dina r y Course o f the Business and o n Ar m s Lengt h basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 is disclosed in Form AOC-2 in Annexure-III is annexed to this report.

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement is disclosed in the financials.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the changes in directors and KMP of our Company during the FY 2024-25:

DIN/PAN	Name	Date of event	Nature of event	Reason
07063686	Ram Nirankar Rastogi	12 April, 2024	Appointment	Independent Director
BPKPS7604J	Chetna Chawla	21 M a y , 2024	Appointment	Company Secretary and Compliance Officer

Composition of Board of Directors:

Our Company comprises of Six (6) Directors as on 31 March, 2025, including three (3) Executive Directors and three (3) Non- Executive Directors which are Independent Directors.

The Board structure of the Company comprises of following Directors and KMP as on 31 March, 2025.

DIN/PAN	Name	Designation
06713945	Deepak Chand Thakur	Chairman & 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)

None of the Directors on the Board of the Company as stated above for the Financial Year ended 31 March, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The certificate for non- disqualification is attached as Annexure-IV

Directors Liable to Retire by Rotation and be eligible to get Re-Appointed

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Ashish Aggarwal (DIN: 06986812) an Executive Director of the Company, is liable to get retire by rotation, and being eligible offers himself for re-appointment at the ensuing AGM of the Company. 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 on the Board of the Company for a term of 5 (five) consecutive years, in the Extra-Ordinary General meeting held on 20 October, 2020. The Board of directors in its meeting held on 05 September, 2025 recommends to appoint him for a second term of 5 (five) consecutive years at the ensuing annual general meeting.

Mrs. Panchi Samuthirakani (DIN: 09205373) was appointed as Independent Non-Executive Director on 25 September, 2023, for a term of 5 years.

Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as Independent Non-Executive Director on 12 April, 2024, for a term of 5 years.

Managing Director, CFO and CS

Mr. Deepak Chand Thakur (DIN:06713945) was appointed as Chairman and Managing Director and

Mr. Ashish Aggarwal (DIN:06986812) was appointed as Joint Managing Director of the Company with effect from 20 October, 2020 for a term of five years. The Board of Directors in its meeting held on 05 September, 2025 recommended to re-appoint Mr. Deepak Chand Thakur as the Chairman and Managing Director & Mr. Ashish Aggarwal as the Joint Managing Director of the Company for a period of 5 years; at the ensuing Annual General Meeting. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

Mr. Inder Kumar Naugai was appointed as the Chief Financial Officer (CFO) of the Company with effect from 26 August, 2020, as per the provisions of the Companies Act 2013. He handles finance and accounts of the Company.

Mrs. Chetna Chawla, M.No: A64291, has been appointed as Company Secretary & Compliance Officer of the Company wit h ef f ect f r o m 21 M a y , 2024.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The confirmations were placed before and noted by the

Board.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and take a vie w o n the Compan y s policie s and st r ategy apa r t f r om other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year, the Board meetings were held on the following dates as mentioned in the table:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	12 April, 2024	5	4
2	24 April, 2024	6	5
3	21 M a y , 2024	6	6
4	05 June, 2024	6	6
5	22 July, 2024	6	6
6	17 October, 2024	6	6
7	02 December, 2024	6	5
8	13 February, 2025	6	6

Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as Independent Non-Executive Director on 12 April, 2024, for a term of 5 years.

Frequency and Quorum at these Meetings were in conformity with the provisions of the Companies Act, 2013. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETINGS OF INDEPENDENT DIRECTORS

In Compliance with the Companies Act, 2013 and Secretarial Standards issued by Council of ICSI, the Independent Directors of the Company are required to hold at least one meeting in a calendar year without the attendance of Non- Independent Directors and Members of Management. Such meeting of Independent Directors of the Company was held on 17 October, 2024.

Independent Directors Meeting considered the performance of Non-Independent Directors and Board as whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Independent Director on being appointed are made familiar to the business and its operations and also about their roles and responsibilities through presentations/ programs conducted by the Company.

All Independent Directors were present at the meeting of Independent Directors held on 17 October, 2024

Name of the Member	Position	Status
Mr. Abhishek Mishra	Chairman	Non-Executive Independent Director
Mrs. Panchi Samuthirakani	Member	Non-Executive Independent Director
Mr.Ram Nirankar Rastogi	Member	Non-Executive Independent Director

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has devised a Policy for Directors- appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both Non-Executive Directors and Executive Directors.

The Compan y s Nomination & Remune r ation polic y which includes the Di r ec t o r s appointment & r emune r ation and criteria for determining qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company at the link

COMMITTEES OF THE BOARD

The Board of Directors has constituted four Committees, viz.;

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee Details of all the Committees:

Audit Committee:

Audit Committee, as per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; was constituted by the Board of Di r ec t or s in their meetin g held o n 05 N ov embe r , 2020. The Audit Committee consists of 4 members as on 31 March, 2025. The Company Secretary and Compliance Officer will serve as the Secretary of the Committee.

The composition of the Audit committee as on 31 March, 2025, is as follows:

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

Further, Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as a member of Audit Committee on 24 April, 2024. During the year under review, the Audit Committee of the Company met Five times and the details are as follows:

Sr. No	Date of Meeting	Strength of Committee	No. of Members Present
1.	12 April, 2024	3	3
2.	24 April, 2024	3	3
3.	22 July, 2024	4	4
4.	17 October, 2024	4	4
5.	13 February, 2025	4	4

Nomination and Remuneration Committee:

Nomination and Remuneration Committee, as per Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; was constituted by the Board of Directors in their meetin g held o n 05 N ov embe r , 2020. The Committee consis ts o f 4 member s as o n 31 Ma r ch , 2025. The Company Secretary and Compliance Officer serves as the Secretary of the Committee. The composition of the Nomination & Remuneration committee as on 31 March, 2025, is as follows:

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

Further, Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as a member of Nomination and Remuneration Committee on 24 April, 2024.

During the year under review, the Nomination and Remuneration Committee of the Company met four times and the details are as follows:

Sr. No	Date of Meeting	Strength of Committee	No. of Members Present
1.	12 April, 2024	3	2
2.	21 M a y , 2024	4	3
3.	21 August, 2024	4	4
4.	17 October, 2024	4	4

Stakeholders Relationship Committee:

Stakeholders Relationship Committee, as per Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; was constituted by the Board of Directors in their meetin g held o n 05 N ov embe r , 2020. The Committee consist s o f 3 member s as o n 31 Ma r ch , 2025. The Company Sec r eta r y and Compliance Officer se r v es as the Sec r eta r y o f the Committee. The compositio n o f the Sta k eholde r s Relationship Committee as on 31 March, 2025 is as follows:

DIN	Name	Designation	Status
00288274	Abhishek Mishra	Chairman	Independent Director
09205373	Panchi Samuthirakani	Member	Independent Director
06986812	Ashish Aggarwal	Member	Executive Director

During the year under review, the said Committee of the Company met one time and the details are as follows:

Sr. No	Date of Meeting	Strength of Committee	No. of Members Present
1.	28 March, 2025	3	2

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of The Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:

In the preparation of the annual accounts for the year ended 31 March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures and there are no material departures from the same;

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 March, 2025 and of the profit and loss of the Company for that period;

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;

The Directors have prepared the annual accounts on a

going concern basis;

The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively; and

The Directors have 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

Management Discussion and Analysis on matters related to the business performance is given as a separate section in the Annual Report.

AUDITORS OF THE COMPANY

Statutory Auditors

M/s Keyur Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No.: 141173W), were appointed as the Statutory Auditors of the Company at the 7 th Annual General Meeting held on 24 December, 2020, for a term of five consecutive years, to hold office from the conclusion of the

said AGM until the conclusion of the 12 th Annual General Meeting to be held in the year 2025. Upon completion of their tenure at the ensuing 12th AGM, their term shall come to an end in accordance with the provisions of the Companies Act, 2013.

In view of the completion of the term of M/s Keyur Shah & Co., the Board of Directors, on the recommendation of the Audit Committee, has proposed the appointment of Singhi & Co. Chartered Accountants (Firm Registration No.: 302049E), as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 12 th AGM until the conclusion of the 17th Annual General Meeting, subject to the approval of the members at the ensuing AGM.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors had appointed Mrs. Kala Agarwal, Company Secretary in Practice, Mumbai (Mem. No.: 5976) as a Secretarial Auditor to conduct Secretarial Audit for a period of five consecutive years in the meetin g o f the boa r d o f di r ec t or s held o n 27 M a y , 2025. The Secretarial Audit Report for the financial year ended 31 March, 2025, is annexed to this Report as Annexure-V .

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors in their meeting held o n 27 M a y , 2025 had appointed M/ s R V A & Associates LLP, Chartered Accountant, Mumbai (M.No.:115003W), as Internal Auditors to conduct 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 Statutory Auditors of the Company in their Audit Report.

Further, the Secretarial Auditor of the Company rendered their Audit Report without any qualifications, reservations, adverse remarks, or disclaimers.

CORPORATE SOCIAL RESPONSIBILITY

NPSTs CSR initiatives are in accord with the stipulations of Section 135 of Companies Act, 2013. A concise overview o f the Compan y s CSR polic y , along wit h the initiati v es pursued during the year, is delineated in Annexure-VI of this report, adhering to the format prescribed by the Companies (Corporate Social Responsibility Policy) Rules, 2014. This P olic y ca n b e accessed o n the Compan y s websit e at npstx.com/investor-desk/policies

RISK MANAGEMENT POLICY

As of 31 March, 2025, the Company ranked among the top 1000 listed entities as per the market capitalization. Consequently, in accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is mandated to establish a Risk Management Committee. This committee was constitute d durin g th e Boa r d meetin g hel d o n 2 2 Jul y , 2024 , and the det a ils o f its formatio n a r e av ailable o n the Compan y s website.

The composition of the Risk Management Committee as on 31 March, 2025 is as follows:

DIN	Name of the Member and designation	Position
09205373	Panchi Samuthirakani\u2013 Independent Director	Chairperson
07063686	Ram Rastogi\u2013 Independent Director	Member
08658850	Savita Vashist\u2013 Executive Director	Member
	Inder Kumar Naugai\u2013 Chief Financial Officer	Member
	Prashant Rao\u2013 Chief Business Operations	Member

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company has successfully migrated from the SME Platform of the National Stock Exchange of India Limited (NSE) to the Main Board of both NSE and BSE Limited, with effect from 30 April, 2025. This migration represents a significant achi ev ement in the Compan y s g r owt h t r ajec t o r y and enhances its visibility in the capital markets.

Further, in continuation of the implementation of the ESOP scheme, the Board of Directors, at its meeting held on 27 M a y , 2025, app rov ed the allotment o f 5,350 equity sha r es under the "NPST Employee Stock Option Plan 2023" as part of the second tranche, pursuant to the exercise of stock options granted to eligible employees for the tranche ended on 31 March, 2025.

The Members of the Company, at the Extra Ordinary General Meeting held on 28 August, 2025, approved a preferential issue of 1,446,500 (Fourteen Lakhs Forty-Six Thousand Five Hundred) equity shares to Tata Mutual Fund at a price of ?‚?2,074/- (Rupees Two Thousand Seventy Four only) per share, aggregating to ?‚?3,000,041,000/- (Rupees Three Hundred crores and Forty-One Thousand only). The allotment of the said shares is in progress as on the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the FY 2024-25, there were no significant and material orders passed by the regulators or courts or tribunals impacting the goin g concer n status and Compan y s operations in future.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required ce r tificate f r o m a Statu t o r y Audi t o r , r ega r ding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, the Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of

the Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the SEBI Listing Regulations, the BRSR for the FY 2024-25, describing the initiatives taken by the Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of your Company provides an insight into various ESG initiatives adopted by the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of The Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31 March, 2025, will be available on the website of the Company at once it is filed with the Registrar of Companies and thereafter the same can be viewed by the members and stakeholders.

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

The details of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the amendments in Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-VII .

Apart from that, there are no employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the report.

DISCLOSURE FOR AMOUNTS RECEIVED FROM DIRECTORS AND RELATIVES OF DIRECTORS

During the FY 2024-25, the Company has not received/ borrowed any amount from its Directors or their Relatives.

HUMAN RESOURCE DEVELOPMENT

The Company had 323 employees as of 31 March, 2025, on a standalone basis. 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-VII of this report.

VIGIL MECHANISM & WHISTLE BLOWER

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at the link

DIVIDEND DISTRIBUTION POLICY

In accordance with the requirements of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy. The Policy sets out the parameters to be considered for declaring dividend and is available on the website of the Company at the following link:

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

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

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE AND MATERNITY BENEFITS ACT, 1961

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013 and rules made thereunder, the Company has laid down a P rev ention o f Sexua l Ha r assment (POSH) P olic y , also available on the website of the Company at the link has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external member with relevant experience. The ICs, presided by women in senior positions, conduct the investigations and make decisions at the respective locations.

The Company has zero tolerance towards sexual harassment of Women at workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

The following is a summary of sexual harassment complaints received and disposed off during the year:

Number of complaints received during the year: NIL

Number of complaints disposed off 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

It is also confirmed that Company is complying with the provisions relating to the Maternity Benefit Act, 1961.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standa r ds o f dealing in Company s sha r es.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website

INVESTOR GRIEVANCE REDRESSAL

The Company firmly believe that maintaining transparent and effective communication with our shareholders is crucial for fostering trust and long-term partnerships. We

recognize the significance of promptly addressing any concerns or grievances raised by our valued investors. Our dedicated Investor Grievance Redressal Mechanism ensures that every grievance is handled with the utmost care and resolved in a fair and transparent manner. There were zero complaints registered for the current reporting period.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

OTHER STATUTORY DISCLOSURES

No disclosure or reporting is made with respect to the following items, as there were no transactions during FY 2024-25:

The issue of equity shares with differential rights as to dividend, voting or otherwise;

In terms of the provisions of Section 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on 31 March, 2025;

No fraud under Section 143(12) of the Act has been reported by the Auditors to the Audit Committee or the Board or 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 benefits of employees;

There was no change in the nature of business;

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;

Executive Directors of the Company have not received any remuneration or commission from any of its subsidiaries;

There was no revision in the financial statements;

There are no significant or material orders were passed by the regulators or courts or tribunals which impact the going operations in future;

The Company is not required to maintain cost records under Section 148 of the Act; and

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 Compliance Certificate from Mr. Inder Kumar Naugai, Chief Financial Officer of the Company and from Mr. Deepak Chand Thakur, Chairman and Managing Director of the Company pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2024-25 attached as Annexure-IX to this Report.

ACKNOWLEDGEMENT

The Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & 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 their commitment, dedication and hard work put in by every member of the Company.

For and on behalf of the Board of Directors Network People Services Technologies Ltd.

Sd/- Deepak Chand Thakur

Place: Thane Chairman and Managing Director Date: 05 September, 2025 DIN: 06713945

CSR Initiatives

A t NPS T , w e beli ev e in c r eating meaningfu l impact through purposeful action. Our CSR initiatives reflect our commitment to diversity, inclusion, sustainability, and community well-being. We recognize that small steps, when taken collectively, can drive significant change. Guided by this belief, we partner with credible foundations to deliver programs that are both impactful and aligned with our values.

In FY 2024?€“25, our CSR efforts focused on empowering women through financial literacy, advancing preventive healthcare, and promoting environmental sustainability. Each initiative demonstrates how we integrate compassion, responsibility, and innovation into our approach, strengthening communities while contributing to national priorities and the UN Sustainable Development Goals.

Empowering Communities through Ladli Foundation

In FY 2024?€“25, NPST directed its CSR efforts towards ad v ancing wom e n s financial lit e r acy th r oug h a pa r tnership with the Ladli Foundation, a nationally recognized grassroots non-profit. The initiative focused on equipping women from underserved communities with the knowledge and confidence to manage their finances and actively engage with the formal banking ecosystem. NPST contributed

22,34,666 towards this program, underscoring our

commitment to fostering inclusive growth and empowering

women through financial education.

The program focused on practical aspects of financial education, including household budgeting, savings, responsible use of credit, and long-term financial planning. In addition, sessions on safe banking practices and digital payments helped women adopt secure and efficient methods of managing money in their daily lives.

By supporting this initiative, NPST contributed to st r engthening wome n s financi a l independence, imp ro ving household resilience, and fostering inclusion in the digital economy. This aligns with our broader vision of creating meaningful social impact through financial empowerment and inclusive growth.

Cervical Cancer Vaccination Project with Prabha Devi Cancer Research Charitable Foundation

In FY 2024?€“25, NPST supported the Prabha Devi Cancer Research Charitable Foundation, Delhi, with a contribution of 7.50 Lakhs towards its Cervical Cancer Awareness and Vaccination Program. The initiative focused on protecting women and girls from underserved communities in the NCR region, including Indirapuram, Vasundhara, and Vaishali.

Through this support, the Foundation organized awareness sessions and vaccination drives for 100 beneficiaries, addressing one of the most preventable yet underdiagnosed forms of cancer among women. The program not only provided access to life-saving vaccines but also encouraged early screening and greater awareness of preventive healthcare.

By contributing to this cause, NPST reinforced its commitmen t t o wome n s health and communit y well-being.

This initiative reflects our belief that investing in preventive healthcare creates long-term social impact, enabling women to lead healthier and more fulfilling lives while building stronger, more resilient communities.

Tree Plantation with SankalpTaru: One Employee, One Tree

NPST extended its CSR efforts to environmental sustainability through a partnership with the SankalpTaru Foundation. Under the initiative One Employee, One Tree, we planted 350 fruit-bearing trees, symbolizing the contribution of each NPST employee.

The trees were planted across Maharashtra, Bihar, Tamil Nadu, Karnataka, and Assam, as part of SankalpTarus Rural Livelihood Model, which integrates ecological restoration with livelihood enhancement. By planting on farmers fields, the initiative provides long-term income support through fruit harvests while also contributing to biodiversity and climate resilience.

Each tree is geo-tagged and photographed to ensure transparency and traceability of impact. Through this program, NPST combined employee participation with measurable community benefit, supporting rural households, strengthening ecological balance, and reinforcing our vision of responsible and sustainable growth.

Employee-Led CSR Initiatives

A t NPS T , w e be l i ev e that meaningfu l impact is c r eated not only through corporate initiatives but also through the active participation of our employees. In addition to company-led programs, our people have consistently demonstrated their commitment to inclusion, compassion, and community development.

Eid Celebrations: A Fusion of Festivity and Purpose

For two consecutive years, FY 2023?€“24 and FY 2024?€“25, employees celebrated Eid by setting up food stalls and sharing homemade dishes. All transactions were conducted via our in-house TimePay application, combining festivity with digital innovation. Contributions of 35,838 in FY 2023?€“24 and 69,492 in FY 2024?€“25 were donated to YODA (Youth Organization in Defense of Animals), supporting causes of animal welfare and women empowerment.

Goonj Donation Drive

Employees actively participated in a donation drive with Goonj Foundation, contributing clothes and other essentials to underserved communities. This initiative reflected NPSTs culture of empathy and respect.

PadCare: Prioritizing Womens Wellness

Since 2023, NPST has installed sanitary napkin vending machines across offices. The nominal proceeds are channeled towards rural education for girls, reinforcing ou r dual focu s o n empl oy ee well-bein g and wome n s empowerment in communities.