One Mobikwik Systems Ltd Directors Report

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards as notified by the Ministry of Corporate Affairs and as amended from time to time. The above figures are extracted from the audited standalone and consolidated financial statements of the Company. The amount shown in bracket () in the above table are negative in value.

We are glad to inform that the total income for the year grew to H 11924.90 million during the year under review as against H 8,903.15 million during the previous financial year, resulting in a growth of 34%

Further, during the year under review, your company is successfully listed on the stock exchanges namely BSE Limited and National Stock Exchange of India Limited on December 18, 2024.

The Company has not transferred any amount to the Reserves for the year under review.

In view of the loss for the year, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2025.

Further, pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company adopted the Dividend Distribution Policy and the same is available on the website of the Company at https://www.mobikwik. com/ir/policies .

Information and Data pertinent for proper appreciation of the state of affairs of a company are mentioned below: -

During the Financial Year 2024-25, the Company increased its Authorised capital as below:

The Authorised Share Capital of the Company is H 38,32,28,190/- (Rupees Thirty-Eight Crore Thirty-Two

Lakh Twenty-Eight Thousand One Hundred & Ninety Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of H 2/- (Rupees Two) each, 1,56,899 (One Lac Fifty-Six Thousand Eight Hundred Ninety-Nine) Compulsory Convertible Cumulative Preference Shares of H 10/- (Rupees Ten) each and 18,16,592 (Eighteen Lacs Sixteen Thousand Five Hundred Ninety-Two) Compulsory Convertible Cumulative Preference Shares of H 100/- (Rupees One Hundred) each.

During the Financial Year 2024-25, the Company allotted 2,05,01,792 equity shares under Initial Public Offering on December 16, 2024 at an Issue price of H 279 per

Equity Share wherein H2 is the face value and H 277 is the premium per Equity Share.

The issued, subscribed and paid-up Equity Capital of the Company as on March 31, 2025 is H 15,53,72,626 consisting of 7,76,86,313 equity shares having face value of H2/- each

During the Financial Year 2024-25, there is no change in the Preference Share Capital of the Company.

The Company established the Employee Stock Option Scheme, 2014 (ESOP Scheme) which was approved by the shareholders vide their Special Resolution dated August 05, 2014. Under the ESOP Scheme, the Company is authorized to issue upto 45,64,260 fully paid-up Shares in the Company of face value of H 2/- each with each such Option conferring a right upon the Eligible employee to apply for one share of the Company. Post IPO of equity shares of the Company, ESOP Scheme has been ratified confirmed and amended, as per the requirements of Regulation 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations 2021"), by the Members of the Company through Postal Ballot on March 06, 2025. The information required to be disclosed pursuant to the Companies (Share Capital and Debentures) Rules, 2014 is given below:

As on March 31, 2025, the Board of the Company consist of the following Seven (7) members:

In accordance with the provisions of the Companies Act, 2013, Ms. Upasana Rupkrishan Taku (DIN: 02979387) will retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, has offered herself for re-appointment. Your directors recommended re-appointment of Ms. Upasana for approval of the Members at the ensuing AGM.

All the Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 along with declaration on compliance with Rule 6(1) and6(2)oftheCompanies(AppointmentandQualification of Directors) Rules, 2014 with respect to their registration into the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. The Board is of the opinion that all the Independent Directors possess requisite qualifications, experience, expertise (including proficiency) and hold highest standards of integrity. For more details, please refer the Corporate Governance Report, which forms part of the Annual Report.

Further, in the Extra-Ordinary General Meeting of the Company held on June 19, 2024, the following reappointments were approved:

Mr. Bipin Preet Singh was re-appointed as Managing Director and Chief Executive Officer for a period of three (3) years, with effect from June 23, 2024, to June 22, 2027 (both days inclusive).

Ms. Upasana Rupkrishan Taku was re-appointed as Whole-Time Director for a period of three (3) years, with effect from June 23, 2024, to June 22, 2027 (both days inclusive).

Ms. Punita Kumar Sinha, Ms. Sayali Karanjkar, Mr. Navdeep Singh Suri, and Mr. Raghu Ram Hiremagalur Venkatesh were re-appointed as Independent Directors for a term of three (3) years, with effect from July 07, 2024, to July 06, 2027 (both days inclusive).

During the year under review, there was no change in the Key Managerial Personnel of the Company other than those mentioned in the sub-clause above.

During the financial year ended on March 31, 2025, the Board met 7 (Seven) times and the gap between two meeting does not exceed 120 days as prescribed under Companies Act, 2013.

The details of the meetings of the Board and attendance of the Directors at the Board meetings are set out in the Corporate Governance Report, which forms part of the Annual Report.

Eight committees of the Board are in place whose compositions are herein under: -

During the year under review, recommendations of the aforesaid Committees were duly accepted by the Board. The details of the Committees as required under Schedule V and Regulation 34(3) of SEBI (LODR) Regulations are set out in the Corporate Governance Report, which forms part of the Annual Report.

The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMP) & Senior Management, as prescribed under Section 178(3) of the Companies Act, 2013 is available on the Companys website at https:// www.mobikwik.com/ir/policies.

The Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure, and disclosure(s) in relation thereto. There was no change in the Remuneration Policy, during the year under review.

In line with the requirements of section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Directors and the Chairperson.

The Nomination & Remuneration Committee of the Board in its meeting held on February 07, 2022, approved the ‘Performance Evaluation Policy of the Company for annual formal evaluation of the performance of the Board, its committees, of individual Directors and the Chairperson of the Company. The Committee vide the said Policy framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee & Risk Management Committee), Directors (Executive & Non- Executive) and the Chairperson, on various criteria outlined in the ‘Guidance Note on Board Evaluation issued by The Institute of Company Secretaries of India.

The Directors were evaluated on various parameters such as Participation in Board / Committee meetings, Attendance in Board / Committee meetings, Effective utilisation of knowledge and expertise, Effective management of relationships with stakeholders, Integrity and maintaining of confidentiality, Timely disclosure of Interest and Independence, Independence of behaviour and judgment and Suggestions and recommendations to the Company Management based on experience and expertise knowledge. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on corporate governance, risk management, financial reporting process, Communication with the Companys management etc.

The Independent Directors of the Company convened a separate meeting on March 18, 2025 in accordance with the ‘Code of Conduct of the Independent Directors as prescribed under Schedule IV of the Companies Act, 2013.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination & Remuneration Committee and the Board of Directors.

The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:

i. in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable Accounting Standards have been followed and there are no material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made; that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025; and of the profit of the Company for the year ended on March 31, 2025;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a ‘going concern basis;

v. proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

vi. systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as amended from time to time, the Managements discussion and analysis is set out in the Annual Report.

During the year under review, the Company has incorporatedthefollowingtwowhollyownedsubsidiaries:

1. MobiKwik Securities Broking Private Limited

– Incorporated on March 03, 2025, to carry on the business of broking, and dealing in financial instruments including shares, securities, commodities, currencies, and derivatives.

2. MobiKwik Financial Services Private Limited – Incorporated on March 13, 2025, to carry on the business of NBFC (Non-Banking Financial Company) and financial activities, Further, no company became or ceased to be the joint ventures or associate companies of your Company.

As at the end of the reporting period, your Company has thefollowingwhollyownedsubsidiarycompaniesnamely:

In terms of the applicable provisions of Section 136 of the Companies Act, 2013, Financial Statements of subsidiary companies for the financial year ended on March 31, 2025 are available for inspection at the Companys website at https:// www.mobikwik.com/ir/subsidiary-financials

A report on the performance and financial position of each of the subsidiary companies, in the prescribed Form AOC-1 is annexed as "Annexure-A". The ‘Policy for determining Material Subsidiary(ies), is available on the Companys website at https://www.mobikwik.com/ir/policies.

B S R & Associates LLP, Chartered Accountants ("BSR"), having Firm Registration No. 116231W/W-100024 were appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years at the 12^th Annual General Meeting of the Company held on December 31, 2020.

The report of the Statutory Auditor on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2025, is an unmodified opinion i.e. it does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditor reported an instance of fraud to the Audit Committee pursuant to Section 143(12) of the Companies Act, 2013 and the rules made thereunder. A summary of the reported matter is provided below:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had appointed M/s. Surya Gupta & Associates, Company Secretaries as Secretarial Auditor, to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as "Annexure-B". The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

During the year under review, the Secretarial Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Companies Act, 2013 and rules made thereunder, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013 in this regard.

In compliance with Regulation 24A of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015, the Secretariat Audit Report of material subsidiary Zaak ePayment Services Private Limited is annexed herewith as "Annexure-C" iii. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and the rules framed thereunder, the Board of Directors had appointed "M/s Ram Vijay & Co, Chartered Accountants" as the Internal Auditor of the Company for the financial year 2023-24 and 2024-25.

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company did not enter into any contract/arrangement/transaction with related party, which could be considered material in accordance with the Companys ‘Policy on Materiality of and dealing with Related Party Transactions and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Companys website at https://www. mobikwik.com/ir/policies .

Reference of Members is invited to Note no. 31 of the Standalone Financial Statements and Note no. 34 of the Consolidated Financial Statements, which sets out the related party disclosures as per IND AS-24.

Pursuant to Regulation 32 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the

Company confirms that during FY 2024-25, there was no deviation or variation in the utilization of proceeds of IPO from the objects stated in the Prospectus dated December 14, 2024.

The Monitoring Agency Reports for such utilization were received by the Company from CARE Ratings Limited, its Monitoring Agency on quarterly basis affirming no deviation or variation in utilization of the issue proceeds from the objects stated in Prospectus and are submitted to the Stock Exchanges.

Details regarding the actual utilization of Net IPO Proceeds are provided in Note No. 45 of the Standalone Financial Statements and Note No. 47 of the Consolidated Financial Statements, which form part of the Annual Report. Additionally, these disclosures are also included in the Corporate Governance Report forming part of the Annual Report.

During the year under review, the Company was required to formulate a CSR policy and constitute a CSR committee in compliance with the provisions of Section 135 of the Companies Act, 2013, as it had exceeded the threshold limits in the previous financial year 2023-24.

The Corporate Social Responsibility (CSR) Policy adopted by the Company is available on its website at https://www.mobikwik.com/ir/policies. For further details regarding the composition and terms of reference of the CSR Committee, kindly refer to the CSR Policy available at the aforementioned link.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Report on Corporate Governance of the Company forms part of the Annual Report. A certificate from the Managing Director and Chief Executive Officer and the Chief Financial Officer of the Company in terms of Regulation 17 of the SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, also forms a part of the Annual Report.

Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. The key enterprise risks along with mitigation measures undertaken by the Management are also periodically reviewed by the Management of the Company. The Board of Directors of the Company had approved the ‘Risk Management, Assessment and Minimization

Policy to formalize a risk management policy within the Company, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks. This policy is available on its website of the Company at https://www.mobikwik.com/ir/policies.

Details of investments made, and loans/ guarantees/ securities given, as applicable, are given in Note no. 6 of the Standalone Financial Statements and Note no. 7 of the Consolidated Financial Statements of the Company.

During the year under review, the Company had not issued debentures.

The Vigil Mechanism, as envisaged in the Companies Act, 2013 & rules made thereunder, is addressed in the Companys "Whistle Blower Policy". In terms of the Policy, directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Companys Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companys website at https://www.mobikwik. com/ir/policies.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company (Form MGT-7) for the year ended on March 31, 2025 is available on the website of the Company at https://www.mobikwik.com/ir/meetings.

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-D".

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

Your Company adheres to a strict policy to ensure the safety of women employees at the workplace. The Company is fully compliant with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and has constituted an Internal Complaints Committee to redress complaint regarding sexual harassment. The Companys policy in this regard, is available on the employee intranet portal.

In accordance with POSH Act, following disclosures are made:

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including granting maternity leave, nursing breaks, and protection against dismissal during maternity leave, as applicable to eligible employees during the financial year.

The statement containing disclosure of remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given in "Annexure D" forming a part of this report.

No significant and material orders were passed by any regulators or courts or tribunals which impact the going concern status and companys operations in future.

Your Board of Directors affirm that the internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the statutory auditors of the Company on the inefficiency or inadequacy of such controls.

The details of the proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 ("IBC") and their respective status are as follows:

Your directors state that no disclosure is required in respect of the following matters, as there were no transactions/events in relation thereto, during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.

4. Any money received from the Director and their relatives.

5. A disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates as per prescribed format under Companies (Share Capital and Debentures) Rules, 2014.

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

For and on behalf of

Managing Director & CEO DIN: 02019594

Address: 1^st Floor, Block B, Pegasus One, Golf Course Road, Sector-53, Gurugram, Haryana-122003 Date: July 31, 2025 Place: Gurugram

There was no instance of onetime settlement with any Bank or Financial Institution.

Your directors place on record their sincere appreciation for the co-operation extended by all stakeholders, including government authorities, shareholders, investors, readers, advertisers, customers, banks, vendors and suppliers. Your directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

Chairperson, Whole-Time Director & CFO DIN: 02979387 Address: 1^st Floor, Block B, Pegasus One, Golf Course Road, Sector-53, Gurugram, Haryana-122003

Though the business operation of the Company is not energy-intensive, the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company on a continuous basis, including during the year, are listed below:

1. STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY: i. Rationalization of usage of electrical equipmentsair conditioning system, office illumination, beverage dispensers, desktops. ii. Regular monitoring of temperature inside the building and controlling the air-conditioning system. iii. Planned Preventive Maintenance (PPM) schedule put in place for electro-mechanical equipments. iv. Usage of energy efficient illumination fixtures. v. Signage timings rationalization. vi. Power factor rationalization. vii. Use of cloud-based server services to avoid high energy consuming local data centers.

2. STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCE OF ENERGY:

The business operation of the Company is not energy-intensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

3. THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT:

There is no capital investment in energy conservation equipment during the year under review.

B. TECHNOLOGY OF ABSORPTION i. Efforts made towards technology absorption: Not Applicable

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported: Not Applicable (b) the year of import: Not Applicable (c) whether the technology been fully absorbed: Not Applicable (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv. Expenditure incurred on Research and Development: Not Applicable

Specific areas in which R&D carried out by the Company: The Company has not carried out R&D in any specific area.

1. Benefits derived as a result of above R&D: Not Applicable

2. Future plan of action: The management of the company has not yet decided to carry out any R&D.

3. Expenditure on R&D: Not applicable

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows, during financial year 2024-25 are as follow:

For and on behalf of

Managing Director & CEO DIN: 02019594

Address: 1^st Floor, Block B, Pegasus One, Golf Course Road, Sector-53, Gurugram, Haryana-122003 Date: July 31, 2025 Place: Gurugram

Chairperson, Whole-Time Director & CFO DIN: 02979387 Address: 1^st Floor, Block B, Pegasus One, Golf Course Road, Sector-53, Gurugram, Haryana-122003

A. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

B. The percentage increase in the median remuneration of employees in the financial year: 7.15%

(mentioned above is the % increase in the employee median salary at the beginning of FY25- as on 1st April 2024 as compared to the median salary end of FY25- as on 31st Mar 2025)

C. The number of employees on the rolls of Company: 663 employees

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

FY24 Employee Average Increment (does not include KMP increment) - 12%

E. Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby confirmed that the remuneration is as per the Remuneration Policy of the Company