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Protean eGov Technologies Ltd Directors Report

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Protean eGov Technologies Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present the Thirty-first (31st) Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY

1.1 PERFORMANCE AT A GLANCE

Particulars FY 2025-26 FY 2024-25 FY 2023-24
Income 10,702.10 9,098.10 9,484.70
Expenditure 8,957.20 7,635.70 7,900.70
Depreciation and amortisation expense 459.40 276.90 274.80
Profit before Tax 1,238.50 1,185.50 1,309.20
Profit after Tax 943.20 925.80 1,003.50
Net worth 10,769.70 10,035.10 9,302.70
Earnings Per Share
Basic (H) 23.24 22.86 24.82
Diluted (H) 23.16 22.68 24.69
Dividend paid/ proposed (%) (Face Value - RS. 10 per equity share) *100% 100% 100%

Revenue

Revenue from operations stood at H9,964.30 million in 2025-26 compared to H8,413.70 million in 2024-25, registering a year-on- year increase of 18.43%. The Increase was primarily attributable to increase in RFP business revenue The Profit After Tax (PAT) during the year was RS. 943.20 million as compared to RS. 925.80 million in previous year. The company has made provision for Tax of RS. 295.30 million (Current Year Tax).

Expenses

The total expenses of the company stood at RS. 9,416.60 million in 2025-26 compared to H7,912.60 million in 2024- 25, registering a y-o-y increase of 19.01%. The increase in expenses was due to increase in salary cost and RFP related cost.

Profitability Profit before tax

The Companys profit before tax stood at RS. 1,238.50 million in 2025-26 compared to RS. 1,185.50 million in 2024-25.

Profit after tax

The Companys profit after tax stood at RS. 943.20 million in 2025-26 compared to RS. 925.80 million in 2024-25.

1.2 DIVIDEND

The Board of Directors have recommended a dividend of 100% i.e. RS. 10/- per equity share (on the face value of RS. 10 each) for FY 2025-26 for consideration of the Shareholders. The dividend distribution would result in a cash outflow of RS. 406.20 million (approx.) (Pay- out ratio of 43% approx.). The Dividend Declaration Policy is available on the Company Website http:// www.protRantRch.in/corporatR-governancR .

1.3 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

1.4 SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

Particulars as at March 31, 2026 March 31, 2025
Current Ratio 1.95 2.05
Net profit Ratio 9% 11%
Return on Equity 9% 10%
Return on Capital employed 11% 11%
Return on Investment 7.07% 7.40%
Net Capital turnover Ratio 3.38 3.48
Trade receivables turnover ratio* 5.74 5.05
Trade payables turnover ratio** 5.35 5.21

2. PROGRESS AT PROTEAN EGOV

A. KEY PROJECTS

Tax Modernization Services

1) Tax Information Network (TIN)

Your company has established and manages nationwide Tax Information Network (TIN) on behalf of Income Tax Department (ITD). The principal component of TIN is the automation of system for administering Tax Deducted at Source (TDS) which today forms a significant part of direct tax collection. Besides, TIN provides a facility for Government Categories of Filers to furnish Statement of Financial Transactions (SFT) containing information regarding high value transactions undertaken by various taxpayers. TIN also provides a facility to Government Offices for upload of Form 24G Statements to be filed by Account Offices (AO/PAO/DTO). These Account Offices are identified by an Account Office Identification Number (AIN) which is mandatorily required for furnishing Form 24G Statements. Your Company processes applications for issuance of AIN to Account Offices. Your company also processes applications for issuance of Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).

2.) Online PAN Verification (OPV) Facility

Your company has established a facility to enable authorized entities to avail internet based service for verification of PANs i.e. Online PAN Verification facility on behalf of Income Tax Department. The users have three options for accessing this service viz;

1. Screen based PAN verification

2. File based PAN verification

3. Software API based PAN verification

Social Security & Welfare

3) Central Recordkeeping Agency Services (CRA)

Indias social security landscape is undergoing significant transformations in response to increasing formalization, rising life expectancy, and the growing need to address income insecurity for informal and gig economy workers. As of March 31, 2026, the National Pension System (NPS) and Atal Pension Yojana (APY) have collectively surpassed 9.39 crore subscribers, driven by policy reforms, platform innovation, and inclusive outreach. Protean eGov Technologies Limited has been a pioneer in this space, conceptualizing, designing, and developing the Central Recordkeeping infrastructure for Indias pension ecosystem. With over 16 years of experience in expanding technology-led pension infrastructure at a population scale, Protean has built Indias first Digital Pension Infrastructure and currently serves as the largest Central Recordkeeping Agency (CRA) for NPS and APY, boasting a combined market share of over 97%. As the CRA, Protean has established robust IT infrastructure and handles administration and customer service functions for all subscribers, playing a vital role in Indias pension ecosystem.

Certificate in accordance with Regulation 18(2b) Pension Fund Regulatory and Development Authority (Central Recordkeeping Agency) (Amendment) Regulations, 2023 is enclosed as Annexure - E. The company maintains separate accounts in relation to CRA activities under NPS and other pension schemes. Separate audited financial Statement for CRA activities is included under Financial statement of Annual Report.

Audit of Processes & Operations

Protean has established a robust governance and control framework to ensure compliance with the regulatory requirements governing CRA operations. As part of this framework, comprehensive audits of CRA processes, systems, operations and controls are conducted through empanelled Internal Auditors on a quarterly basis. The scope of such audits encompasses operational processes, system controls, regulatory compliance, reconciliation mechanisms, implementation of regulatory amendments, and the adequacy and effectiveness of internal control systems. The audit observations, recommendations and improvement areas identified through these reviews are examined in detail by the management and appropriate corrective and preventive actions are undertaken.

National Pension Scheme (NPS)

i. NPS Government Sector:

The Government Sector consists of Central Government (including Central Autonomous Bodies) and State Governments/ Union Territories (including State Autonomous Bodies). Protean has been servicing India both at the Centre and State level from the initialization of NPS and continuing to have major market share. So far, 32 State Governments/ Union Territories have entered into agreement with Protean for availing its services as CRA. During FY 2025-26, more than 76,000 Nodal Offices were registered for Government Sector. In totality, more than 28,900 Nodal Offices of Central Government (including the offices of 718 CABs) and 3.38 Lakh Nodal Offices of State Governments (including the offices of 2,179 SABs) are registered with Protean.

ii. NPS Private Sector:

As part of the pension offerings, Protean offers NPS services to Private Sector consisting of All Citizens of India sector (also referred to as Unorganized Sector i.e. UOS) and Corporate Sectors (B2C and B2B). As of March 31, 2026, 107 entities were acting as Points of Presence (POPs) servicing subscribers under these sectors through more than 1,07,158 touch points across the country. So far, more than 19,200 Corporates have been registered to enroll their employees as NPS subscribers under NPS which also includes Public Sector Banks and Public Sector Enterprises who have mandatorily implemented NPS.

iii. NPS Vatsalya:

Pension scheme for Minors: In line with the Governments vision to expand pension coverage and in still financial discipline from an early age, the National Pension System

(NPS) Vatsalya was launched in September 2024. Aimed at minors, this pioneering scheme allows individuals to enroll in the NPS right from infancy, offering an extended vesting period and harnessing the power of compounding to build a substantial retirement corpus over time.

As highlighted by Honorable Finance Minister Smt. Nirmala Sitharaman at its launch, NPS Vatsalya promotes a disciplined savings habit from a young age and provides a government-backed platform for long-term wealth accumulation. The initiative also addresses the growing need for pension preparedness in the context of Indias ageing population and increasing life expectancy. The response to the scheme has been overwhelmingly positive — with over 1 lakh accounts opened within the first six months, and Protean capturing nearly 75% of its market share. NPS Vatsalya marks a significant step in Indias pension reform journey — enabling early financial inclusion, encouraging lifelong savings, and empowering the next generation to retire with dignity. During FY 2025-26, 49,593 NPS Vatsalya accounts have been generated and as on March 31,2026 there are 1,24,262 NPS Vatsalya accounts contributing to 58% of its market share. Further, during the year, NPS Vatsalya Aashirwad facility was introduced, enabling extended family members, relatives, and friends to "gift" financial contributions directly into the childs pensionaccount.

iv. Atal Pension Yojana (APY):

APY is an initiative towards making India a pensioned society through financial inclusion. The assured pension and fixed instalment amount with respect to the age not only makes the scheme more attractive to the economically weaker sections but also makes the product simpler and comprehensible. Till March 31, 2026, 440 APY Service Providers have joined, and these APY-SPs have registered around 1.82 Lakh branches under APY as service branches. APY is Indias flagship contributory pension scheme targeting low-income and informal sector workers. Protean was appointed as the CRA for APY by PFRDA. Total APY subscribers base in India crosses 7.45 crore as on 31st March,2026.

v. Unified Pension Scheme (UPS)

The Unified Pension Scheme (UPS), launched by the Government of India on April 1, 2025, marks a significant milestone in Indias pension landscape. Introduced as an option under the National Pension System (NPS) for Central Government Employees, UPS is designed to ensure long-term financial security, stability, and dignity postretirement — delivering assured pension pay-outs and inclusive social protection. While the scheme is currently available for Central Government Employees and AIS Officers of various State Govts, going forward the State Government can also implement UPS.

The UPS provides assured pay-out based on certain prescribed conditions. An existing Central Government employee in service as of 1 April 2025, who was covered under NPS is eligible to opt for UPS. Also, a newly recruited Central Government employees joining service on or after 1 April 2025 is eligible to opt for UPS within 30 days

of joining. In addition, a Central Government employee who was covered under NPS, retired on or before 31st March 2025 and who meets certain prescribed conditions (as stipulated) is eligible to opt for UPS. In order to have seamless implementation of UPS from April 1, 2025, during FY 2024-25, various activities were undertaken by CRA such as system development for operationalizing UPS, training & handholding to Nodal Offices on UPS operations, SMS/ email intimation about UPS to Subscribers, information dissemination through CRA website etc. During FY 202526, various important features such as processing of UPS Claims under different categories, UPS Calculator, UPS NPS Comparison Calculator, Dashboard for Offices, Passbook facility, extension of UPS to AIS Officers of various State Govts, alerts to Nodal Offices & Subscribers etc. have been implemented under UPS. As on March 31, 2026, under UPS 1,02,067 subscribers have registered & 1,00,127 Subscribers have migrated from NPS to UPS. Further, as on March 31, 2026, 8,975 claims have been processed for UPS Subscribers. In addition, as on March 2026, more than 8000 subscribers have started receiving monthly pension payout under UPS.

As the Central Recordkeeping Agency (CRA), Protean was entrusted with the design, development, and deployment of this critical reform. Leveraging its deep domain expertise and technological capabilities, Protean successfully delivered a fully compliant, scalable, and secure digital platform within a record timeline enabling seamless onboarding and administration of UPS with robust infrastructure and user experience. The launch of UPS reinforces the Governments commitment to pension reform and showcases Proteans pivotal role in delivering nation-critical, citizen-centric digital infrastructure that shapes the future of retirement security in India. Complementing the success of key schemes, Protean also launched a revamped mobile app during the year, featuring an intuitive interface, enhanced security, and advanced functionalities such as new account opening and Tier II activation, further strengthening access to pension services.

vi. Proteans Edge as CRA

eNPS: Protean in its continuous endeavour to simplify procedures and modalities of NPS, developed an online platform (based on PFRDA guidelines) for registration and contribution. This platform has been made available to Non-Government as well as Government Sector. Under eNPS, multiple options of registration such as through Aadhaar, Digi Locker, CKYC, PAN & KYC Verification by Nodal Office have been provided. eSign/ OTP based authentication facility has been integrated in eNPS platform to enable a Subscriber to sign his/her PRAN application electronically. This process ensures that PRAN is available to the Subscriber instantly. Also, this paperless on-boarding process has eliminated the requirement of submission of physical documents to CRA, thus enhancing the ease of registration process. During FY 2025-26, around 6.13 Lakh PRANs were generated under UOS, of which more than 23% PRANs were generated through eNPS. Further, till March 2026, 2.71 Lakh Government subscribers have been registered through eNPS. The facility to activate Tier II account by existing subscribers has also been made available under

eNPS. Out of 13.80 Lakh Tier II accounts, nearly 9.15 Lakh accounts are opened / activated through the eNPS.

At present, Bill Desk and RazorPay act as Payment Gateway Service Providers for eNPS contributions, and more than 70 banks are associated with them through which subscribers can remit contribution to their NPS accounts. Contribution payment using UPI has also been made available in eNPS. Further, more than RS. 6,200 crore was contributed through eNPS (by both, existing as well as new subscribers of NPS regular and Lite including Tier II, by more than 36 lakhs) during FY 2025-26.

D-Remit facility: Under NPS, various modes are available for contributing. However, contribution made through any mode on eNPS platform is credited into the PRAN account of the Subscriber on T+2 working days and thus the NAV is allotted on T+2 day (T being the day of remittance of funds by the Subscriber). D-Remit is a process/ facility wherein a Subscriber will get NAV of the same day (provided the contribution is made to Trustee Bank before a pre-decided cut-off time - at present 1:30 pm) and provides the Subscriber with an option to make systematic investments in the PRAN account. During the FY 2025-26, more than 13.82 Lakh D-Remit transactions were made for which contribution of more than RS. 1,400 crore was settled across sectors.

Bharat Bill Payment System (BBPS): To enhance ease and accessibility for National Pension System (NPS) Subscribers, the Bharat Bill Payment System (BBPS)— an RBI-conceptualized platform for bill payments—has been integrated with the NPS ecosystem. This integration enables Tier I and Tier II contributions to be made securely and conveniently through a wide range of channels under the BBPS framework. As of March 31, 2026, 1,20,795 Subscribers have contributed an amount of RS. 104 Cr. (including Tier I and Tier II account) through BBPS.

Online PRAN generation by Nodal Offices: In addition to eNPS, to facilitate the process of PRAN generation and timely upload of NPS contributions, Protean has developed and made available the functionality of Online PRAN Generation to Nodal Offices & POPs. During FY 2025-26, more than 4.40 Lakhs PRANs (UOS + Corporate) have been generated. This accounts for more than 59% of the total PRANs generated under Private Sector. Whereas in Government Sector, more than 3.53 Lakh PRANs have been generated during FY 2025-26 using Online PRAN Generationfacility.

vii. Empowering Subscribers

Paperless exit & enhancements:

The facility of online processing of withdrawal request in a paperless manner has been made available for subscribers, wherein the Subscriber only needs to raise online withdrawal request, upload the necessary documents online and submit the request using the eSign/ OTP verification. The associated Nodal Office/ POP will verify details online and authorize the request, post which the request will be processed in the CRA. As part of the process, Bank Account details of Subscriber are verified through online Bank Verification to ensure seamless transfer of funds. Since, FY 2023-24, facility of Systematic Lump

sum Withdrawal (SLW) has been provided to subscribers. The subscribers are allowed to withdraw up to 60% of their pension corpus, through SLW on a periodical basis for a period till 85 years of age as per the choice.

During the FY 2025-26, PFRDA notified Exits And Withdrawals (Amendment) Regulations, 2025 dated 12th December, 2025 under the National Pension System. To comply with these regulations different features such as change in threshold limit for complete withdrawal, change in frequency & number of partial withdrawals, Systematic Unit Redemption (SUR) etc. were implemented in CRA during FY 2025-26.

ePRAN and welcome Kit: Subscribers are provided with the option of ePRAN/ Welcome kit instead of Physical PRAN card at the time of registration in NPS in order to optimize the cost borne by the subscribers.

Mobile App: In order to provide ease of access, NPS Mobile App has been made available for NPS Subscribers. Using this App, Subscriber can access various functionalities such as Transaction Statement, Contribution Remittance, details of latest contributions, change in contact details, change in address details, change in Scheme Preference under NPS after providing PRAN as User ID and password. The App is available for download on Google Play Store as NPS by Protean eGov for Android users. The App is also available for iOS and Windows users. This Mobile App is a common Mobile App for both NPS and APY Subscribers as well. As on March 31, 2026, there are more than 2.33cr downloads for Mobile App (NPS regular and APY).

Pension Sarathi: Advanced AI-powered virtual assistant Pension Sarathi was introduced during the FY 2025-26. This has revolutionized to handle pension-related queries and support services with significantly higher efficiency & faster. Pension Sarathi is a next-generation conversational AI bot built on Natural Language Processing (NLP) and Large Language Model (LLM) technology. This intelligent assistant serves as go-to resource for all pension-related information, guidance, and support. Pension Sarathi has been implemented on all CRA web applications with effect from 1st Nov. 2025. Existing as well as prospective subscribers can access Chatbot for information/ queries on NPS as well as APY. NPS subscribers can get information specific to NPS Account like Account Summary, Recent Transactions View, Statement of Transaction, etc. using Pension Sarathi.

NPS Prosperity Planner (NPP): NPP has been made available under NPS for the benefit of subscribers. NPP is futuristic and offers personalized retirement planning for the subscribers, based on their past contribution, expected income rise in the future and their cost of living. The calculator provides the Subscriber with the reasonable projections which aid in better retirement planning to ensure adequate and sustainable old-age income.

Balanced Life Cycle Fund (BLC): A new life cycle fund viz. Balanced Life Cycle Fund (BLC) was introduced during FY 202425 for private sector subscribers (Corporate and All Citizen) to provide automatic rebalancing of the asset classes as per age and risk profile of the subscriber. The maximum equity

allocation under BLC shall be 50% which shall taper down after the age of 45 years as compared to 35 years under existing life cycle funds. During the FY 2025-26, the choice of BLC has been extended to Central Government and on choice basis to State Governments As on March 31, 2026, 52,878 Subscribers have opted for Balanced Life Cycle Fund.

Multiple Scheme Framework (MSF) - During the FY 2025-26, Multiple Scheme Framework (MSF) was introduced for nonGovernment Sector. Under MSF, Pension Funds (PFs) offer schemes that are tailored to specific subscriber persona. For subscribers, the MSF represents a major expansion of choice and personalization. It enables them to balance conservative and aggressive strategies within the same PRAN, to plan for different life stages with tailored schemes, and to access transparent and low-cost retirement savings products. As on March 31, 2026, more than 80,000 Subscribers have opted for MSF.

Retirement Adviser: The Retirement Advisers (RA) are appointed by PFRDA to engage in the activity of providing advice on NPS and thereby to extend the reach of NPS. The RA can be an individual, registered partnership firm, body corporate, or any registered trust or society. An online platform has been made available in the CRA system to facilitate registration of Retirement Advisers. As on March 31, 2026, 87 Retirement Advisers have been registered and are Active in the CRA system and more than 1,600 PRANs have been generated through them.

Capacity Building and Marketing Initiatives: Several initiatives have been taken to reach out to different stakeholders of NPS during FY 2025-26. Also, Subscriber Awareness Programmes (SAP) are conducted to complement the efforts of PFRDA to make NPS popular amongst the masses and also to increase the awareness about NPS across India and about various features of NPS. During FY 2025-26, more than 2584 training sessions (including SAPs) were conducted across all sectors online as well as offline for the Nodal Offices on various processes involved under NPS, operational requirements and process disciplines to be followed.

Information on NPS Investments through Consolidated Account Statement (CAS): The CAS provided by National Securities Depository Limited (NSDL) and Central Depository Services Ltd (CDSL) offers a consolidated view of the personal investments in the securities market with updated mark-to- market values. It encompasses holdings of Demat accounts and mutual fund holdings of the investors. In line with the Government of Indias vision to create a comprehensive record of every individuals financial asset, NPS Transaction Statement has been integrated with CAS provided by depositories (NSDL / CDSL). The facility to include NPS Transaction Statement in CAS will be available to NPS subscribers on consent basis. Till March 31, 2026, nearly 1,40,181 subscribers have evinced interest and provided their consent to avail the facility.

Mandatory two - Factor Aadhaar Authentication for CRA System Access w.e.f. 1st April 2024: Government Nodal Offices (PrAO/DTA/PAO/DTO/DDO) and Private Offices (Point of Presence/Corporates), are granted with access to

CRA system to conduct NPS related tasks, perform activities and generate various reports. The additional security layer, 2-Factor Aadhaar based authentication process implemented compulsorily for Government Nodal Office users logging into the CRA system, effective from 1st April 2024. The two-factor approach significantly reduces the risk of unauthorized access to the CRA system. Also, this additional layer safeguards NPS transactions and protects the interests of both subscribers and stakeholders. Similar to NPS, 2-Factor Aadhaar-based authentication is also implemented for Nodal Offices of APY & NPS Lite. As on March 31, 2026, more than 1.02 lakh Nodal Offices across sectors (NPS Regular, NPS Lite & APY) have linked their Aadhaar in CRA.

Digital Media Initiatives: To be in step with digital revolution, we have made ourselves significantly present in the digital space. Protean CRA has ramped up digital marketing initiatives which are focused on driving interest towards NPS, APY and UPS. Various new digital marketing initiatives, in the form of social media, audio- visual content, online collaborative campaigns were aimed to increase reach and engagement with subscribers and stakeholders. Further, by scaling up these initiatives with captivating visual content, CRA has been able to spread large scale awareness in a creative way on new developments in NPS & APY and their feature & benefits. We are actively present on four most powerful platforms of the digital era - Facebook, YouTube, Quora and Instagram.

Protean CRAs Facebook page has over 84,800 followers whereas our Instagram page called Protean. CRA has over 27,800 followers. Our YouTube channel - NPS Ki Pathshala has over 2.11 Lakh subscribers, with over 7.2 million views and the same has been utilized in imparting knowledge about NPS & APY and related operational aspects.

As the largest CRA with a footprint across sectors like Government, Non-Government, Corporate as well the economically underprivileged, we would like to make pension more accessible by increasing the reach of the Service Providers. With this vision, we are working on identifying and activating new Channels and Channel Partners to increase the penetration of NPS at scale amongst the Indian populace. Pension as a subject is lesser-known area and even lesser is the information available, Protean CRA has worked continuously towards creation of awareness and providing the support to the channel partners in creating visibility for the product. Our Social Media imprint and Digital content are widely circulated and utilized by all stakeholders.

Protean was the first CRA in the NPS architecture and with the passage of more than 16 years, the technology has taken massive strides of change. In line with these changes, we have undertaken various technology initiatives towards supporting automation through the availability of a suite of APIs for all services, creation of better and simpler User experience through a change in the entire UI/UX for all our stakeholders and a one stop mobile application for everything under NPS.

AUM & Subscribers for last six financial years (across all sectors including APY).

Particulars Subscribers (Nos. in Cr) AUM (Rs. in Cr.)
As on March 31, 2026 9.39 15,61,645.06
As on March 31, 2025 8.22 13,89,938.98
As on March 31, 2024 7.23 11,31,154.35
As on March 31, 2023 6.23 8,69,345.79
As on March 31, 2022 5.13 7,15,476.50
As on March 31, 2021 4.21 5,74,974.19

Milestones & Subscriber centric initiatives

1. Record 135 Lakh APY (including NPS Lite) accounts opened in FY 2025-26, the highest ever annual addition

2. 266 Autonomous Bodies onboarded in FY 2025-26, the highest annual registration in the last seven years

3. 2,912 Corporates registered in FY 2025-26, the second- highest annual achievement since inception.

Subscriber centric enhancements

1. Enhanced and simplified registration process has been implemented in e-NPS for Private Sector Subscribers, ensuring a quicker onboarding experience. The same has ensured a faster and more user-friendly registration process for Private Sector Subscribers.

2. To provide greater flexibility and extended pension benefits, the maximum entry age for subscriber registration has been increased from 70 years to 85 years. Also, Subscribers can now continue making contributions up to 85 years of age, compared to the earlier limit of 75 years.

3. To take informed decision, a direct link of NPS Trust website (having PFM return details) has been enabled during Scheme Preference/PFM change requests, allowing subscribers to conveniently view and compare PFM returns

4. The NPS Vatsalya Ashirwad has been introduced under NPS Vatsalya. This provision allows extended family members, relatives, and friends to gift financial contributions directly into the childs pension account.

Way Forward:

• "Pension Sahayak" - We have integrated with PFRDA Pension Sahayak portal, which is an AI-enabled grievance redressal platform designed to provide subscribers with a simple, accessible and transparent mechanism for grievance resolution. The platforms AI-powered assistance system provides instant responses to subscriber queries and automatically categorizes and routes grievances to the appropriate entity, significantly reducing manual intervention and improving resolution efficiency. Subscribers are able to access grievance-related services through a conversational interface without the need to navigate complex processes or multiple service

channels. Subscribers will be able to lodge complaints or queries across various channels such as web, mobile and WhatsApp, in multiple Indian languages.

As part of integration with Pension Sahayak portal, now the uniform structure of grievance categories and sub-categories have been implemented in Central Grievance Management System (CGMS) in CRA. Protean CRA worked closely with PFRDA for the seamless implementation of the platform and was part of key activities including discussions on the proposed application architecture, process workflows, data migration strategy, system testing, and related implementation requirements.

• "NPS Sanchay", a simplified variant of the NPS primarily aimed at increasing pension coverage among Indias large informal-sector workforce has been implemented in the CRA system. Any Indian citizen aged 18 to 85 years can enroll through a PoP/PoP-SP or online platform and opt for NPS Sanchay. The investment pattern for this scheme will be default scheme aligned with the extant investment guidelines applicable to Government Sector Schemes (UPS/Govt-NPS/APY Schemes) and it will be available across all PFRDA-registered Pension Funds.

• Now, Protean CRA has integrated with the BHIM App for two banks—State Bank of India (SBI) and ICICI Bank to offer NPS registration services. This integration enables individuals to open an NPS account with either SBI or ICICI Bank directly through the BHIM App in a seamless and convenient manner.

• NPS WhatsApp Service - is being developed to provide NPS subscribers with a secure, consent-based conversational interface on WhatsApp, allowing them to access important NPS services 24X7, without needing to log into a portal or download an App. Under this service, access will be granted only after explicit consent by subscriber. Phase-I one related to this initiative has been successfully developed and is currently under User Acceptance Testing (UAT). As part of Phase-I, features such as Profile Information, Transactions & Statements, e-PRAN Card etc. will be made available to Subscribers through this service.

The initiative aims to make WhatsApp a convenient service channel for NPS subscribers, improving accessibility, digital engagement, and self-service capabilities while maintaining security and privacy through explicit consent mechanisms.

• NPS PRIDE - DISHA - PRIDE stands for P-Pension Fund R-Returns for I-Informed D-Decision & E-Empowerment. It is a comparison and decision-support tool that leverages historical NAV data that is updated daily to present XIRR-based performance of the various Pension Fund Managers under the National Pension System (NPS). It is tailored to a subscribers investment choice (Active or Auto), date of investment and amount contributed for Tier I (Pension Account). The intent is to

help subscribers identify significant retirement wealth creators by evaluating historical performance in a choice-specific manner rather than only scheme-wise, point-to-point returns. This PFRDA developed tool has been made available on Protean CRA website for Subscribers and Nodal offices.

• NPS Central - a common digital interface for all NPS subscribers irrespective of the underlying CRA, enhancing subscriber experience through unified onboarding, servicing and account access. NPS Central is envisaged as a subscriber-centric digital infrastructure initiative aligned with PFRDAs vision of enhancing accessibility, improving subscriber experience, promoting financial inclusion and supporting the longterm growth of the pension ecosystem.

4) IDENTITY SERVICES

Authentication, e-KYC & e-Authentication services

1) DIGITAL IDENTITY SERVICES

Protean has been authorised by Unique Identification Authority of India (UIDAI) as an Authentication Service Agency (ASA) and Authentication User Agency (AUA) for providing Aadhaar Authentication Services to various entities. Protean has also been authorised by UIDAI as KYC Service Agency (KSA) and KYC User Agency (KUA) for providing Aadhaar based e-KYC services to various entities. e-KYC is a unique service through which Know Your Client (KYC) process can be performed electronically using Aadhaar database with explicit authorization by the Resident. As of now, more than 85 entities including Central/ State Governments, Banks/ Payment Bank, PSUs, Insurance Companies avail these services from Protean. As of now, more than 85 entities including Central/ State Governments, Banks/ Payment Bank, PSUs, Insurance Companies avail these services from Protean. Potential Uses cases are Customer Onboarding, Employee Lifecycle Management, Contractor & Vendor Management, Welfare & Benefit Programs and Digital Governance.

2. e-Sign Service Provider (ESP) licensed by Controller of Certifying Authorities (CCA)

e-Sign is an online electronic (digital) signature service to facilitate Aadhaar holders to digitally sign documents. UIDAI provides facility for Aadhaar authentication using biometric of the Resident or One Time Pin (OTP), sent on the respective mobile number of the Resident registered with UIDAI. e-Sign aims at transforming the use of digital signatures and promote paperless digital environment using Aadhaar. e-Sign has been recognized as a valid mode of signature under provisions of Second Schedule of the Information Technology Act and Guidelines issued by CCA (Electronic Authentication Technique and Procedure) Rules, 2015. e-Sign services can be used for various purposes like digital signing of application

for opening of bank account, loans, Trading and/ or DEMAT Account, customer onboarding, eNACH mandate, application for PAN, application for Permanent Retirement Account Number (PRAN) for National Pension System (NPS)/Atal Pension Yojana (APY) among others.

So far, more than 175 entities comprising Banks, Insurance Companies, Non Banking Financial Company (NBFC), Depository Participants, Stock Brokers, e-Commerce organizations, Financial Institutions, Corporate Bodies, among others. have been registered with Protean as Application Service Provider (ASPs). Online PAN application and Online NPS modules of Protean have implemented e-Sign services and are operational as an ASP.

5) EDUCATION AND SKILL FINANCING SOLUTIONS

Vidyasaarathi Portal for online acceptance of applications and distribution of scholarships to students

Vidyasaarathi Portal (VSP) is developed by your company for online acceptance of scholarship applications and distribution of scholarships to students. VSP is a technology- enabled initiative by Protean and Tata Institute of Social Sciences (TISS) to bridge the huge gap in education finance in the country through an online platform.

This solution has the ability to bring together various stakeholders like students, institutes and corporates on a single platform. The solution becomes more relevant in the wake of the CSR policy mandate and will assist subscriber organizations in shaping their CSR policy related to education.

Features of Vidyasaarathi:

• Corporates can design their own educational finance schemes.

• Easy management of designed schemes.

• Online system for submission and processing of scholarship application forms. Archiving and retrieval of past scholarship records.

• Central trust for scholarship disbursal.

• Help Desk support for students, corporates and institutes.

• Career related online tests for students.

Progress so far (as on March 31, 2026):

i. Number of students registered on the VSP: 19,43,550

ii. Number of students who have applied for scholarships: 16,44,637

iii. Number of Corporates on-board: 72

iv. Number of Scholarship schemes published: 1,410

v. Total scholarship corpus: RS. 122.03 Cr

vi. Total scholarships awarded/ disbursed: 56,678

6) OTHER PROJECTS

Workflow Management System for Central Board of Film Certification ("CBFC")

Central Board of Film Certification ("CBFC") of the Ministry of Information and Broadcasting,

Government of India has engaged Protean as the "Implementation Agency" for Design, Development, Implementation, Hosting and Maintenance of Online Film Certification Application Processing System and the CBFC website. The existing contract extended till March 31, 2027. This system enables applicants to submit film certification application online, upload scanned copies of supporting documents, make online payments, upload short films online and track the status of their certification application online. It also facilitates the CBFC Officials to process the application, by providing a web-based interface to capture end-to-end application approval workflow for the departmental users associated with the certification process, including screening of short films. This system also helped the Department to better the inter-departmental user interfaces, reduce administrative hassles, increase efficiency, transparency and minimized need of in-person visits by the applicants (producers/ agents) to CBFC Offices.

This system was made operational on March 27, 2017 and has so far generated 1,46,272 certificates for films of various categories till March 31, 2026. Digitization of old paper certificates issued by CBFC before the launch of this system was also undertaken and has been completed. These digitized certificates have been made available in the new system for internal reference.

Data Stack:

Your Company will also provide services related to Digital Identity Services, KYC, Digital Customer On- boarding, Data Analytics Services to entities from BFSI and other sectors. Other services such as GSP/GVS services, ITR verification, MCA data verification, Employment verification among others would also be provided to complete the entire gamut of Verification Services.

Account Aggregator:

Your Company will leverage its existing relationships with Banking and other financial sector organizations to offer Account Aggregator services that will help offer consent management to citizens and consented fetching of data to various regulators from RBI, SEBI, IRDA and PFRDA regulated entities to promote greater financial inclusion.

Cloud Services:

As an extension of our commitment to building population scale technology solutions and providing the necessary interventions for ecosystem creation, your company has launched made-in-India, high performance and energy-efficient Cloud Services.

Open Digital Ecosystems:

Your Company is also one of the main contributors and enablers towards building of sustainable and innovative

technology solutions ensuring inclusivity, ease of access and fair pricing structure. Open Digital Ecosystems would enable government and private entities to collaborate for service delivery and allow various players to build new services and solutions which will coexist in this ecosystem.

ISO Certifications

i. ISO/IEC 27001:2022 Certification (Information Security Management System Standard)

Protean continues to hold the ISO/IEC 27001:2022 Certification for its TIN, PAN, CRA, Aadhaar Authentication & e-KYC Services, and GST projects. This certification demonstrates Proteans commitment to maintaining a robust Information Security Management System (ISMS) and implementing industry-recognized security controls to safeguard information assets. ISO/IEC 27001:2022 is the latest version of the internationally accepted information security standard published by the International Organization for Standardization (ISO).

ii. ISO 22301:2019 Certification (Business Continuity Management Standard)

Protean is committed to delivering uninterrupted services to its customers and stakeholders. To achieve this objective, the Company has implemented a Business Continuity Management System (BCMS) in accordance with ISO 22301:2019 for its CRA-NPS project and continues to maintain the certification. The BCMS framework enables the Company to establish, manage, maintain, and continually improve its business continuity capabilities and practices. An organizational structure comprising cross-functional teams has been established to ensure effective implementation of the BCMS. Periodic testing and validation of Business Continuity Plans (BCPs) are conducted to strengthen organizational resilience and preparedness against disruptions.

iii. ISO/IEC 20000-1:2018 Certification (IT Service Management Standard)

To effectively meet the service-level requirements of the Regulator, the Company has adopted the Information Technology Service Management (ITSM) framework for the Central Recordkeeping Agency (CRA) System under the National Pension System (NPS) and continues to hold the ISO/IEC 20000-1:2018 Certification. The ITSM policy objectives focuses on enhancing customer satisfaction, leveraging emerging technologies, aligning IT services with business requirements, maintaining domain expertise and productivity of people above defined benchmark levels. Continuous improvement of service quality remains a key objective to enhance customer experience. The ITSM framework facilitates the effective integration of People, Processes, Technology, and Partners (Customers and Suppliers), enabling efficient service delivery and ongoing service improvement.

iv. ISO 9001:2015 Certification (Quality Management System Standard)

Quality of service forms the foundation of customer satisfaction. Considering the nature of services provided by the Company and the high volume of transactions processed, maintaining consistently high service quality is of paramount importance. To support this objective, the Company has implemented a Quality Management System (QMS) in accordance with ISO 9001:2015 for its TIN and PAN processes and continues to maintain the certification. The standard provides a structured framework for process management, continual improvement, and customer focus, thereby enabling the Company to deliver reliable and high-quality services on a sustained basis.

Capability Maturity Model Integration ("CMMI")

Capability Maturity Model Integration (CMMI), developed by the Software Engineering Institute (SEI) of Carnegie Mellon University, is a globally recognized framework for organizational process improvement and capability assessment. Protean eGov Technologies Limited is re-appraised at CMMI for Services (CMMI-SVC) Maturity Level 5 in February 2026 for its Central Recordkeeping Agency (CRA) - Subscriber Services and CRA Systems Infrastructure. Maturity Level 5 i.e., the highest level of process maturity, reflects the organizations commitment to continuous improvement, quantitative process management, operational excellence and the consistent delivery of high-quality, customer-centric services.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015), the Management Discussion and Analysis Report for FY 2025-26, forms part of the Annual Report.

RISK MANAGEMENT

Your Company has adopted a Risk Assessment and Management Policy. The Risk Management Committee of the Board reviews key risks affecting the Company and mitigation measures thereof. In the opinion of the Board, there are no elements of risks which may threaten the existence of the Company. The details of Risk Management Committee are given in the Corporate Governance Report

BOARD LEVEL CHANGES

Board Level changes during FY 2025-26 are mentioned below:

• Mr. Jayesh Sule (DIN: 07432517) resigned and ceased as Whole Time Director & COO w.e.f. August 1, 2025.

• Mr. V Easwaran (DIN: 08055728) was appointed as Whole Time Director w.e.f. December 17, 2025.

• Ms. Preeti Mehta (DIN: 00727923) ceased as Independent Director w.e.f. February 15, 2026 due to end of her first term.

• Mr. Suresh Sethi (DIN: 06426040) resigned and ceased as Managing Director & CEO w.e.f. April 1, 2026.

The Board composition as on March 31, 2026 is as below:

Sr. Name of Directors No. Category/ Designation
1. Mr. Shailesh Haribhakti Chairman, Non-Executive
Non-Independent Director
2. Mr. A. P. Hota Independent Director
3. Mr. Shailesh Kekre Independent Director
4. Mr. Lloyd Mathias Independent Director
5. Ms. Preeti Mehta1 Independent Director
6. Ms. Aruna Rao Independent Director
7. Mr. Suresh Sethi3 Managing Director & CEO
8. Mr. Jayesh Sule3 Wholetime Director & COO
9. Mr. V Easwaran Wholetime Director & COO

ceased to be a Director w.e.f. February 15, 2026

2ceased to be a Director w.e.f. August 1,2025

3ceased to be a Managing Director& CEO w.e.f. April 1,2026

To recommend appointment of Director(s) as per Companies Act, 2013:

a) To recommend Director(s) retiring by Rotation to the Board:

In accordance with the provisions of the Act and the Articles of Association of the company, Mr. Shailesh Haribhakti (DIN: 00007347), Non-Executive Non-Independent Director of the company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment. The details for re-appointment including the terms and conditions are mentioned in the Item No. 3 of AGM Notice.

All the above appointments/ re-appointments have been recommended by the Nomination & Remuneration Committee and the Board.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2026:

1. Mr. Suresh Sethi - Managing Director & Chief

Executive Officer

2. Mr. V Easwaran - Whole-time Director & Chief

Operating Officer

3. Mr. Sandeep Mantri- Chief Financial & impact Officer

4. Mr. Maulesh Kantharia - Company Secretary &

Compliance Officer

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge

and belief and according to the information and explanations

obtained by them:

i. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors have ensured that the annual accounts are prepared on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

GOVERNANCE:

a. Corporate Governance Report:

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, 2015, a Corporate Governance Report for FY 2025-26 and Certificate from the Secretarial Auditor confirming compliance with the conditions of corporate governance prescribed under the SEBI Listing Regulations, 2015 is forming part of the Annual Report.

b. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with SEBI Master Circular No. SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, the Business Responsibility and Sustainability Report (BRSR) for FY 2025-26 has been prepared based on the framework of the National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI.

c. Annual Return

As per the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and the rules made thereunder, Annual Return for the financial year ended on March 31, 2026 in prescribed Form MGT-7 is available on the website of the company on:

https://www.protRantRch.in/financial-reports

d. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, an annual performance evaluation of the Board as a whole, the Directors individually as well as the evaluation of the

Committees of the Board has been carried out in the following manner as per the parameters laid down:

• As per the provisions of the Section 178(2) of the Companies Act, 2013, the Nomination & Remuneration Committee has carried out evaluation of every Directors performance;

• As required under Schedule IV of the Companies Act, 2013, Independent Directors of the company have carried out performance evaluation of the Chairman and of Non-Independent Directors and Board as a whole and have also assessed the quality, quantity and timeliness of flow of information between the company Management and the Board; and

• As per Section 134(3)(p) read with Schedule IV of the Companies Act, 2013, the entire Board has carried out the annual evaluation of their own performance and that of its Committees and Individual Directors.

A separate Meeting of the Independent Directors was held on March 23, 2026 to review the performance of Non-Independent Directors and the Board, taking into account the views of Directors. The performance of the Independent Directors was evaluated by the entire Board except the person being evaluated. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Board carried out the evaluation of their own performance and that of its Committees and individual Directors keeping in mind.

e. Transfer of Unpaid & Unclaimed dividend and shares to Investor Education and Protection Fund

The Company did not have any requirement to transfer funds to Investor Education and Protection Fund. For FY 2023-24 RS. 1,32,089.36 & FY 2024-25 RS. 2,67,194 is lying in unpaid dividend account.

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, dividends, if not claimed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

f. REMUNERATION POLICY

In accordance with the provisions of Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy relating to the remuneration for its Directors, Key Managerial Personnel and other employees. The Board approved Remuneration Policy is uploaded on the website of the company at: https://www.proteantech.in/corporate-governance/

g. Employee Stock Option Plan

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the

best talent, encouraging employees to align individual performances with the Company objectives, and promoting their increased participation in the growth of the Company

Pursuant to "Protean eGov Technologies Limited Employee Stock Option Plan 2017", as amended by the Shareholders by passing Special Resolution at their Meetings held on December 3, 2020 and September 23, 2021 which covers eligible employees of the company and its present and future subsidiaries, the Company has granted stock options (each option carrying entitlement for one equity share) to eligible employees. These stock options are vested after the expiry of one year from the date of grant and can be exercised as per grant conditions for respective employees from the date of vesting at the exercise price and payment of perquisite tax. Pursuant to exercise of stock options by employee of the company during the year, the Board approved the allotment of 68,492 (Sixty Eight Thousand Four Hundred and Ninety- two only) fully paid equity shares of face value of RS. 10/- (Rupees Ten only) each of the Company to eligible employees in accordance with the terms of ESOP Scheme, 2017.

Relevant disclosures under the Companies Act, 2013 on Employees Stock Option is set out as Annexure - C and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been actively contributing to socially and environmentally beneficial projects, reflecting its commitment to inclusive and sustainable development.

The Company remains committed to its role as a socially responsible corporate citizen and continues to contribute towards meaningful and impactful initiatives that support the larger community.

During the financial year 2025-26, the Company undertook CSR initiatives across key focus areas permitted under Schedule VII of the Companies Act, 2013. These included Education, Healthcare, and Environmental Sustainability. The Company spent Rs. 2.66 Crs on various projects impacting over 9,000 beneficiaries. The details are covered in Social and Relationship Capital section of this Report in pages 70 to 83 .

The Annual Report as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, on CSR activities undertaken by the company is annexed herewith as Annexure - A and forms part of the Report.

OTHER DISCLOSURES

1. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2. Except shares issued under ESOP Plan 2017, the Company has not issued any other shares (including sweat equity shares) to employees under any scheme.

3. There was no revision in the financial statements.

4. There has been no change in the nature of business of the Company.

5. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

7. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

8. There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 corporate insolvency resolution

DETAILS OF SUBSIDIARIES

i. Protean eGov Technologies Australia Pty Ltd. (formerly known as NSDL e- Governance Australia Pty Ltd.)

Your company has incorporated a wholly-owned subsidiary company in Australia in FY 2020-21, in the name NSDL e-Governance Australia Pty Ltd. (name changed w.e.f. January 25, 2022). The purpose of setting up this subsidiary is to design, develop, manage, and implement e-Governance projects through efficient use of information and communication technologies in Australia and other neighbouring countries. The said subsidiary is in the process of winding-up.

ii. Protean Account Aggregator Limited (formerly known as NSDL e-Governance Account Aggregator Limited)

Account aggregation is an initiative of the Government under the aegis of RBI to facilitate aggregation of customers assets and deliver reporting services that can help spread financial services. Your company has incorporated a wholly- owned subsidiary company in the name NSDL e-Governance Account Aggregator Limited which has received in-principle approval from RBI on October 27, 2021. Final Certificate of Registration was received on January 9, 2023.

iii. Protean InfoSec Services Limited (formerly known as NSDL e-Governance InfoSec Services Limited)

Protean InfoSec Services Limited is incorporated for providing Cyber Security Consulting and Advisory services.

Scheme of Arrangement between Protean Infosec Limited (the Demerged Company) andProtean eGov Technologies Limited (the Company or the Resulting Company):Background and Regulatory Approvals

The Board of Directors of Protean eGov Technologies Limited (the Company or PETL or the Resulting Company) at its meeting held on 21 May 2025, approved a Scheme of Arrangement under Sections 230-232 of the Companies Act, 2013 for the demerger of the Governance, Risk & Compliance (GRC) and Security Operations Centre (SOC) businesses (Demerged Undertakings) of its wholly

owned subsidiary Protean Infosec Limited (PISL or the Demerged Company) into PETL (the Resulting Company or the Company).

Pursuant to the sanction of the Scheme by the National Company Law Tribunal (NCLT), a certified copy of the NCLT Order was received on 10 March, 2026 and filed with the Ministry of Corporate Affairs (MCA)/Registrar of Companies (ROC). In accordance with the Scheme:the Appointed Date is 1 April, 2025; and the Effective Date (i.e., the date on which the certified order was filed with MCA/ROC) is 12 March 2026."Nature of transaction and accounting framework

The transfer of the GRC and SOC businesses of the Demerged Company to PETL is a business combination under common control (the Demerged Company being a wholly owned subsidiary of the Company) and has been accounted for in the standalone financial statements of PETL in accordance with Appendix C to Ind AS 103 - Business Combinations (Business Combinations of Entities or Businesses under Common Control), using the Pooling of Interests Method.

Protean InfoSec will continue to operate its remaining business, viz., Vulnerability Assessment and Penetration Testing (VAPT). The details are mentioned in Note No. 44 of the standalone financial statement.

The financials of the subsidiary companies are made available and consolidated in terms of the requirements of Section 129(3) of the Companies Act, 2013. Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies Accounts (Rules) 2014, a statement in Form AOC-1 is attached to the financial statements of the company.

iv. Protean International DMCC

Your company has incorporated a wholly-owned subsidiary company in Dubai, UAE in FY 2024-25, in the name Protean International DMCC. The purpose of setting up this subsidiary is to diversify into new sectors leveraging emerging technologies, while embracing new business models & geographies and for our global expansion strategy and expand our business footprint into international geographies.

AUDITORS

i. STATUTORY AUDITORS

The Members at the Twenty-Sixth (26th) Annual General Meeting of the company held on September 23, 2021 had re-appointed M/s. BSR & Associates LLP, Chartered Accountants, [ICAI Registration Number 116231W/W- 100024] as Statutory Auditors of the company to hold office for a period of five years from FY 2021-22 till the conclusion of AGM to be held in the year 2026.

Further, the Auditors Report for FY 2025-26 from Statutory Auditors (BSR) does not contain any qualifications, reservations or adverse remarks. The report of the Statutory Auditor forms part of the financial statements.

Pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. T R Chadha & Co. LLP ("TRC"), Chartered Accountants (Firm Registration No. 006711N/N500028), as the Statutory Auditors of the Company to hold office for a term of five (5) consecutive years to hold office from the conclusion of 31st Annual General Meeting (AGM) to be held in 2026 till the conclusion of the 36th AGM of the Company to be held in year 2031, subject to the approval of the members at ensuing AGM.

Brief profile and other details of M/s. T R Chadha & Co. LLP (TRC), Practicing Chartered Accountants are disclosed in the AGM notice approved by the Board. TRC had given their consent to act as a Statutory Auditor of the company and have confirmed their eligibility for the appointment.

The Statutory Auditors have also confirmed that they have subjected themselves to peer review process of the Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

ii. SECRETARIAL AUDITORS

Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. S. N. Ananthasubramanian & Co., (SNACO) Practicing Company Secretaries (Firm Registration Number: P1991MH040400) as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the FY 2025-26 till FY 2029-30, subject to the approval of the Members at ensuing AGM.

Brief profile and other details of M/s. S. N. Ananthasubramanian & Co., Practicing Company Secretaries, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment.

The Secretarial Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

The Secretarial Audit Report for FY 2025-26 is annexed herewith as Annexure - B and forms part of this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. The applicable Secretarial Standards have been duly complied by your Company.

iii. INTERNAL AUDITORS

The Company has been undertaking Internal Audit since inception. In terms of the provisions of the Companies Act, 2013 and Rules notified thereunder, M/s Grant Thornton Bharat LLP are appointed as Internal Auditors for a period

of two years from FY 2023-24. Further, their appointment was renewed for a period of one year for FY 2025-26. The company has further renewed their appointment for a period of one year for FY 2026-27. Internal Auditors carry out the audit as per the Audit Plan approved by the Audit Committee and submit report on a quarterly basis to the Audit Committee. Internal Auditors evaluate the effectiveness of internal controls and suggest measures for their improvement.

iv. COST AUDITORS:

The provision of Section 148(1) of the Companies Act, 2013 read with Rules made thereunder pertaining to maintaining the cost records do not apply to the company.

v. Reporting of Frauds by Auditors

During the year, the Auditors have not reported any fraud to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

PUBLIC DEPOSITS

The company has not invited, accepted or renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013. Accordingly, the requirement to furnish details relating to Deposits covered under Chapter V of the Companies Act, 2013 does not arise.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company is set out as Annexure - D and forms part of this Report.

ORDERS PASSED AGAINST THE COMPANY

During the year under review, there were no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

RELATED PARTY TRANSACTIONS

The Company has an established and well-governed framework for the approval and monitoring of Related Party Transactions (RPTs). In accordance with the Act and the Listing Regulations, the Board has adopted a comprehensive Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (RPT Policy) which sets out the principles, approval process and disclosure requirements applicable to all RPTs. The Policy is available on the Companys website at : https://www.proteantech.in/ corporate-governance/.

Prior to the commencement of each FY, the particulars of all proposed RPTs, are placed before the Audit Committee for its review and approval, and thereafter noted by the Board. In addition, the Audit Committee undertakes a quarterly review of all RPTs. Any new RPTs

or modifications to the limits or terms of previously approved RPTs were similarly placed before the Audit Committee for prior approval.

All RPTs entered into during the year were in the ordinary course of business and on an arms length basis. The Company did not enter into any Material RPTs during the year. Accordingly, the disclosure of details under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The company has, however, paid remuneration to Key Management Personnel pursuant to their employment which is in the ordinary course of business and at arms length basis.

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

The company has taken following initiative in respect of conservation of energy:

Solar Photovoltaic (PV) Panels with Installed capacity of 20 Kw was commissioned at the Data Centre site in Pune. The Solar PV system at Data Centre site in Pune has generated 20522 KWH units in FY 2025-26.

The Company continues to leverage technology and digital solutions to enhance operational efficiency, improve customer experience and optimise business processes. During the year, the Company focused on adopting and upgrading technology solutions across its operations, including automation. The Company remains committed to evaluating and adopting emerging technologies in line with its business requirements and strategic objectives.

Foreign Exchange earnings/outgo during the year under review:

Sr. Particulars No.

FY 1 2025-26 1

FY 2024-25 FY 2023-24
1. Foreign Exchange Earnings 86.22 35.45 NIL
2. Foreign Exchange Outgo/ Expenditure incurred in 38.56 8.46 38.58
foreign currency

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The investments made during the year are in accordance with the provisions of the Companies Act, 2013. The particulars of Investments made during FY 2025-26 are set out in the Notes to Accounts which form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy named as Positive Work Environment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy has been formed to prohibit, prevent or deter the commission of acts of sexual harassment of women at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. An Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (regular or temporary including contractor employees, probationer, trainee and apprentice) of the company and the Subsidiaries are covered under this policy.

There were no complaints received during the FY 2025-26. Awareness program for all employees was conducted during the year.

Pursuant to the Companies (Accounts) Amendment Act, 2018, the company has complied with provisions related to the constitution of Internal Committee under the Act.

STATEMENT ON MATERITY BENEFIT COMPLIANCE

Your Company adheres to the provisions of the Maternity Benefit Act, 1961.

STATEMENT ON MATERITY BENEFIT COMPLIANCE

Your Company adheres to the provisions of the Maternity Benefit Act, 1961.

CODE OF ETHICS AND VIGIL MECHANISM

Your company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The company has adopted a Code of Ethics ("the Code"), which lays down the principles and standards that should govern the actions of the company, its Directors and employees. Besides, the Staff Rules adopted by the company also govern the conduct of the employees.

The Companies Act, 2013 provides for establishment of a vigil mechanism for Directors and employees of the company to report genuine concerns. In view of the above, the company has formulated Whistle Blower Policy to enable its Directors and employees to report instances of unethical conduct, actual or suspected fraud or violation of the companys Code and Staff Rules and t o prescribe the procedures to be followed by them.

Under this policy, any Director or employee of the company can report any actual or possible violation of the Code or Staff Rules or other applicable laws or an event he/she becomes aware of that could affect the business or reputation of the company as per the procedure specified in the Policy. There is a Whistle Blower Committee constituted by the company for overseeing the implementation of this Policy and to deal with complaints received under the Policy. The vigil mechanism so established

provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Details of Vigil Mechanism is provided on your companys website: https://www.proteantech . in/ financial-reports

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OBJECTIVES

Your company plays an important role in building inclusive, sustainable, and resilient digital public infrastructure. The efforts are focused on ensuring equitable access, empowering communities, and generating lasting socio-economic and environmental value for the people of India. As a trusted partner to both the government and citizens, your Company is acutely aware of its responsibility to drive systemic transformation in alignment with Indias sustainable development goals and global climate action commitments.

Guided by a robust, impact-oriented governance framework, your company is committed to advancing transparent, accountable, and purpose-driven practices across all facets of its operations. Sustainability is not just a priority but an integral part of our decisionmaking process. It is driven by data and embedded at every level of the organization.

Looking ahead, the Company reaffirms its commitment to advancing transparency, accountability, and measurable impact as it continues its journey in Environmental, Social, and Governance (ESG) practices. The Company remains dedicated to ensuring that every action it takes not only drives business growth but also contributes to building a sustainable, equitable future for all.

With this endeavor, the Company has developed its Integrated Annual Report 2025-26, highlighting its value creation across multiple capitals and demonstrating the integration of ESG performance into its business strategy

INSURANCE

Your company has obtained a Comprehensive Business Risk Insurance Policy to cover risks associated with business operations. The scope of cover of this Insurance policy includes legal liability and defense costs arising from third-party financial losses, errors, omissions, or professional negligence during service delivery. The policies have been obtained for the projects mentioned below:

a. Tax Information Network & PAN services

b. Central Recordkeeping Agency (CRA)

c. National Judicial Reference System (NJRS)

d. Aadhaar authentication and e-KYC services

e. e-sign Services to Application Service Providers

f. ONDC Reconciliation & Settlement Framework (RSF)

All the above policies are obtained to mitigate business related risks involved.

Your company has also obtained following Insurance policies to cover the organization level risk and the policies are as under:

• Directors & Officers Liability Policy

• Cyber Risk Liability Insurance Policy

• Public Offering of Securities Insurance (POSI) Policy (This is a one-time policy taken for a period of nine years.)

Apart from these, your company has taken adequate Insurance cover for premises and equipment. The policy obtained is Electronic Equipment Insurance (EEI) and Office Umbrella Insurance Policy.

All the policies are renewed on time to ensure continuity.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

MCA vide Companies (Accounts) Amendment Rules, 2021, has amended Rule 8 with respect to the disclosure of details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of FY. Your company wishes to inform that there is no such application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 with respect to your company during FY 2025-26.

DIFFERENCE IN AMOUNT OF THE VALUATION

MCA vide Companies (Accounts) Amendment Rules, 2021, has amended Rule 8 with respect to the disclosure of details of the difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. Your company would like to inform that the same was not applicable as there was no such instance of either settlement or loan from Bank or Financial Institution during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integral part of the risk management process which in turn forms part of Corporate Governance addressing financial and financial reporting risks. The Internal Financial Controls have been documented and embedded in the business processes. Your Company has deployed the principles enunciated below to ensure adequacy of Internal Financial Controls with reference to:

• Effectiveness and efficiency of operations - Reliability of financial reporting

• Compliance with applicable laws and regulations

• Prevention and detection of frauds

• Safeguarding of assets

Your Company has defined policies and standard operating procedures for all key business processes to guide business operations in an ethical and compliant manner. Compliance to these policies is ensured through periodic self-assessment as well as internal and statutory audits. The Company continues to constantly leverage technology in enhancing the internal controls.

Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self- assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Company believes that these systems provide reasonable assurance that its internal financial controls are designed effectively and are operating as intended.

CAUTIONARY STATEMENT

The Board Report contains statements which are made on behalf of the company and are based upon the knowledge and information available to the Directors at the time of making of this report.

APPRECIATION

Our Directors are grateful for the support and co-operation extended by the Government of India, Reserve Bank of India, Ministry of Finance, Ministry of Corporate Affairs, Ministry of Education, Securities Exchange Board of India, BSE Limited,NSE Limited, Ministry of Information and Broadcasting, Pension Fund Regulatory and Development Authority (PFRDA), Ministry of Agriculture & Farmers Welfare, Central Board of Direct Taxes, Central Board of Indirect Taxes and Customs (CBIC), Central Board of Film Certification (CBFC), Unique Identification Authority of India, Controller of Certifying Authorities, State Governments/ Union Territories, State Commercial Tax Departments, Department of Telecommunications (DoT), Indian Banks Association, Business Partners, Facilitation Centres, Points of Service, Enrolment Agencies, Consultants, Suppliers and Bankers.

Our Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment, tireless efforts and initiatives have made the organizations growth and success possible. The Directors wish to express their gratitude to our valued Members for their continued trust and support.

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