Protean eGov Technologies Ltd

Dear Members,

Your Directors are pleased to present the Thirtieth (30th) Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31,2025.

FINANCIAL SUMMARY 1.1 PERFORMANCE AT A GLANCE

(' in Millions) Particulars	FY 2024-25	FY 2023-24	FY 2022-23
Income	9,079.70	9,484.70	7,829.10
Expenditure	7,601.00	7,900.70	6,237.00
Depreciation and amortisation expense	276.90	274.80	182.80
Profit before Tax	1,201.80	1,309.20	1,409.30
Profit after Tax	942.10	1,003.50	1,075.70
Net worth	10,046.20	9,302.70	8,581.40
Earnings Per Share
Basic (?)	23.26	24.82	26.63
Diluted (?)	23.07	24.69	26.61
Dividend paid/ proposed (%) (Face Value - ? 10 per equity share)	*100%	100%	100%

* Proposed dividend Revenue

Revenue from operations stood at ? 8,395.30 million in 2024-25 compared to ? 8,808.10 million in 2023-24, registering a y-o-y decline of 4.69 %. The decline was primarily attributable to decrease in PAN volumes. The Profit After Tax (PAT) during the year was ? 942.10 million as compared to ? 1,003.50 million in previous year. The company has made provision for Tax of ? 259.70 million (Current Year Tax)

Expenses

The total expenses of the company stood at ? 7,877.90 million in 2024-25 compared to ? 8,175.50 million in 202324, registering a y-o-y decline of 3.64%. The decrease in variable expenses consequent to decline in volumes of PAN.

Profit after tax

The Company's profit after tax stood at ? 942.10 million in 2024-25 compared to ? 1,003.50 million in 2023-24.

DIVIDEND

The Board of Directors have recommended a dividend of 100% i.e. ? 10/- per equity share (on the face value of ? 10 each) for FY 2024-25 for consideration of the Shareholders. The dividend distribution would result in a cash outflow of ? 405.48 million (approx.) (Payout ratio of 44% approx.). The Dividend Declaration Policy is available on the Company Website http:// www.proteantech.in/corporate-governance .

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

PROFITABILITY Profit before tax

The Company's profit before tax stood at ? 1,201.80 million in 2024-25 compared to ? 1,309.20 million in 2023-24. <

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1.4 SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS Particulars as at	March 31, 2025	March 31, 2024
Current Ratio	2.07	1.93
Net profit Ratio	11%	11%
Return on Equity	10%	11%
Return on Capital employed	11%	14%
Return on Investment	7.40%	7%
Net Capital turnover Ratio	3.48	4.26
Trade receivables turnover ratio	5.05	4.43
Trade payables turnover ratio	5.21	4.60

PROGRESS AT PROTEAN EGOV

KEY PROJECTS

Tax Modernization Services

Tax Services

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. The company also processes applications for issuance of Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN). 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. Protean processes applications for issuance of AIN to Account Offices

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;

Screen based PAN verification

File based PAN verification

Software API based PAN verification

Social Security & Welfare

Central Recordkeeping Agency (CRA) for National Pension System

CRA acts as an operational interface between PFRDA and other NPS intermediaries. Your company has been acting as the Central Recordkeeping Agency (CRA) for National Pension System (NPS) for over sixteen years now. Along with Central Government, CRA services are also being provided to various other sectors namely, Central Autonomous Bodies (CABs), State Governments/ Union Territories, State Autonomous Bodies (SABs), Corporate Sector, All Citizens of India (referred as Unorganized Sector i.e. UOS), NPS Lite and Atal Pension Yojana (APY).

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. Annual report along with separate audited financial Statement for CRA activities will be submitted to Pension Fund and Regulatory Authority.

NPS Government Sector:

The Government Sector consists of Central Government (including CABs) and State Governments/ Union Territories (including SABs).

NPS Private Sector:

NPS Private Sector consists of All Citizens of India sector (also referred to as Unorganized Sector i.e. UOS) and Corporate Sector.

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, DigiLocker, CKYC Registry 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. For contribution submission, multiple payment options such as Net Banking, Debit Card, Credit Card, UPI, etc. have been enabled under eNPS.

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. APY is being administered by PFRDA within the institutional architecture of NPS. The scheme has been implemented through Banks/ Payment Banks and Department of Posts.

NPS Vatsalya:

During FY 2024-25, NPS Vatsalya was implemented, and its objective is to create a pensioned society and encourage the empowerment of children by inculcating the habit of saving for retirement from an early age. Opening a NPS Vatsalya account provides the child with a head start on saving for retirement and offers valuable financial lessons from an early age. It instills the importance of financial planning and discipline, which can benefit the child throughout their life. NPS Vatsalya is open to all citizens of India who are under the age of eighteen years. The account will be opened and operated by the guardian on behalf of the minor.

Unified Pension Scheme (UPS):

The Unified Pension Scheme (UPS) has been introduced by the Central Government as an option under the National Pension System (NPS) for Central Government employees with effect from 1st April 2025. The UPS provides assured pay-out based on certain prescribed conditions. An existing Central Government employee in service as of 1 April 2025,who are covered under NPS is eligible to opt for UPS. Also, a newly recruited Central Government employee joining service on or after 1 April 2025 is eligible to opt for UPS. 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, CRA has undertaken various activities such as system development for operationalising UPS, training & handholding to Nodal Offices on UPS operations, SMS/email intimation about UPS to Subscribers, information dissemination through CRA website etc.

Empowering 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. .

Chatbot: NPS/APY Chatbot (KYNA) has been implemented on NPS/APY Transaction websites. Existing as well as prospective Subscribers can access Chatbot for information / queries on NPS as well as APY. NPS Subscribers can get the Transactional information specific to NPS Account like Account Balance, Recent Contribution Credits, Subscriber Detail View, etc. using KYNA.

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. <

4. Balanced Life Cycle Fund - A new life cycle fund viz. Balanced Life Cycle Fund (BLC) was introduced during FY 2024-25 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.

Other Initiatives :

Capacity Building and Marketing Initiatives:

Several initiatives have been taken to reach out to different stakeholders of NPS during FY 202425. 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.

Mandatory 2 - 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 for conducting 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 also implemented for Nodal Offices of APY & NPS Lite.

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 focus on driving interest towards NPS and APY. Various new digital marketing initiatives, in the form of social media, audiovisual content, online collaborative campaigns were aimed to increase reach and engagement with Subscribers and Stakeholders. We are actively present on four most powerful platforms of the digital era - Facebook, YouTube, Quora and Instagram.

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 utilised by all stakeholders.

d) 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.

Now, in line with the Government of India's vision to create a comprehensive record of every individual's financial assets, 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.

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 65 entities including Central/ State Governments, Banks/ Payment Bank, PSUs, Insurance Companies avail these services from Protean.

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 180 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.

EDUCATION AND SKILL FINANCING SOLUTIONS Vidya Lakshmi Portal for Educational Loan Schemes of Banks

Vidya Lakshmi Portal (VLP) is developed by your company, under the guidance of Department of Financial Services (Ministry of Finance), Department of Higher Education (Ministry of Education) and Indian Banks' Association (IBA). This Portal is a first of its kind portal providing single window for students to access information and make application for Educational Loans provided by Banks.

Students can view, apply and track the education loan applications to banks anytime, anywhere by accessing the portal. The portal also provides linkage to the National Scholarship Portal.

Progress so far:

As on March 31, 2025, there were 38 banks and 86 loan schemes registered on VLP.

As on March 31, 2025, a total of 49,20,085 students have registered on VLP, out of which 20,76,724 Students have applied for various loan schemes and 10,25,182 educational loans have been disbursed through VLP.

The acceptance of new registrations and applications has been discontinued from February 27, 2025.

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, 2025):

Number of students registered on the VSP: 18,05,138

Number of students who have applied for scholarships: 15,13,302

Number of Corporates on-board: 71

Number of Scholarship schemes published: 1,226 <

Total scholarship corpus: ' 106.25 Cr

Total scholarships awarded/ disbursed: 49,067

OTHER PROJECTS

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

Central Board of Film Certification ("CBFC") of the Ministryof Informationand 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 was extended from January 1, 2025 to December 31, 2025 for a period of 1 year. 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 1,31,763 certificates for films of various categories till March 31, 2025. 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

ISO 27001:2022 Certification (Information Security Management Standard)

Protean continues to hold ISO 27001:2022 Certification for TIN, PAN, CRA, Aadhaar Authentication and e-KYC Services and GST projects. This is an enhanced version of the Information Security Standards published by International Organization for Standardization ("ISO").

ISO 22301:2019 Certification (Business Continuity Management Standard)

Protean is committed to deliver service to its customers on continuous basis, without interruption. Protean has implemented Business Continuity Management System ("BCMS") Standard (ISO/IEC 22301:2019) to establish, manage, maintain and continually improve Business Continuity capabilities/ practices for CRA-NPS project. An organization structure comprising of cross-functional teams has been identified to ensure BCMS implementation is effective. Periodic testing of BCP plans is carried out to ensure that it helps to be an overall resilient organization.

ISO 20000-1:2018 Certification (IT Services Management Standard)

For effectively meeting the SLA requirements of the Regulator, the company has adopted ITSM (Information Technology Service Management)

framework for Central Record Keeping Agency System (National Pension System and continues to hold ISO 20000-1:2018 Certification). The ITSM policy objectives focus on customer satisfaction, leveraging of latest technology, alignment of business needs with IT services and maintaining domain expertise and productivity of people above defined benchmark levels. The importance of service quality and its continual improvement is accorded due importance to ensure and enhance customer experience. ITSM helps to identify areas for improvement in services delivery and support. The same is achieved by integration of People, Processes, Technology and Partners (Customers and Suppliers).

ISO 9001:2015 Certification (Quality Management Standard)

Foundation of any customer satisfaction is the Quality of Service. Considering the nature of services offered by the company and the volume of transactions, it is very important to maintain high service quality and on sustained basis. Towards this objective, the company has implemented ISO 9001 Standard for quality management of its TIN & PAN Processes & continues to hold ISO 9001:2015 Certification.

Capability Maturity Model Integration ("CMMI")

CMMI is a model developed by the Carnegie Mellon Software Engineering Institute (SEI). The model expresses maturity of organizations at various capability levels and also defines the characteristics of effective processes for satisfying the requirements at each level. As a de-facto standard reference model for process improvement, it is used by numerous companies throughout the world. Protean was certified at Capability Maturity Model Integration for Services (CMMI SVC domain - Level 5), for Central Recordkeeping Agency- for Subscriber Services and CRA Systems Infrastructure, in April 2023. An appraisal at maturity level 5 indicates that the organization is performing at the highest - an 'Optimizing' level. At this level, processes are systematically managed by a combination of process optimization and continual process improvement. Protean, by implementing high maturity process areas of CMMI SVC level 5, has affirmed its commitment to deliver best services to all its customers.

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 2024-25, 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 2024-25 are mentioned below:

Mr. Mukesh Agarwal (DIN: 03054853) resigned and ceased as Non-Executive Non-Independent Director w.e.f. July 29, 2024.

Mr. Sriram Krishnan (DIN: 0781687) was appointed as Non-Executive Non-Independent Director w.e.f. August 05, 2024 and ceased as Non-Executive NonIndependent Director w.e.f. November 25, 2024.

The Board composition as on March 31,2025 is as below: Sr. No.	Name of Directors	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 Mehta	Independent Director
6.	Ms. Aruna Rao	Independent Director
7.	Mr. Mukesh Agarwal 1	Non-Executive Director
8.	Mr. Sriram Krishnan 2	Non-Executive Director
9.	Mr. Suresh Sethi	Managing Director & CEO
10.	Mr. Jayesh Sule	Wholetime Director & COO

ceased to be a Director w.e.f. July 29, 2024

ceased to be a Director w.e.f. November 25, 2024

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 <

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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.

The above appointment 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 31,2025:

Mr. Suresh Sethi - Managing Director & Chief Executive Officer

Mr. Jayesh Sule - Whole-time Director & Chief Operating Officer (ceased w.e.f. August 1,2025)

Mr. Sandeep Mantri- Chief Financial Officer (Appointed w.e.f. August 12, 2024)

Mr. Sudeep Bhatia - Chief Financial Officer (ceased w.e.f. June 4, 2024)

Mr. Maulesh Kantharia - Company Secretary & Compliance Officer

Mr. Sudeep Bhatia resigned as the Chief Financial Officer of the Company w.e.f. June 4, 2024 and Mr. Sandeep Mantri was appointed as the Chief Financial Officer of the Company w.e.f. August 12, 2024.

Furter, Mr. Jayesh Sule resigned as the Whole-time Director & Chief Operating Officer of the Company w.e.f. August 1, 2025

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:

in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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;

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;

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

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;

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:

Corporate Governance Report:

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, 2015, a Corporate Governance Report for FY 2024-25 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.

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 2024-25 has been prepared based on the framework of the National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI.

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, 2025 in prescribed Form MGT-7 is available on the website of the company on: https://www.proteantech.in/financial-reports

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 Director's 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 7, 2025 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.

In the opinion of the Board, all the Independent Directors have acted with integrity and have the requisite experience and expertise in the context of the business of the Company to make a significant contribution to the deliberations of the Board of Directors.

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 ' 1,99,667.36 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").

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/

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 1,01,507 (One Lakh One Thousand Five Hundred and Seven only) fully paid equity shares of face value of ' 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 Employee's 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 2024-25, 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 ' 3 Crs on various projects impacting over 35,000 beneficiaries. The details are covered in Social and Relationship Capital section of this Report.

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

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

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

There was no revision in the financial statements.

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

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

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

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.

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

DETAILS OF SUBSIDIARIES

NSDL e-Governance (Malaysia) Sdn. Bhd.

Your company had set up a subsidiary company in Malaysia in 2017 in the name NSDL e-Governance (Malaysia) Sdn. Bhd. The purpose of setting up the Joint Venture was to explore e-governance project opportunities in Malaysia and other neighboring countries. The said subsidiary is dissolved w.e.f. December 16, 2024.

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.

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 Protean Account Aggregator Limited (Formerly 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.

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.

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.

The Board of Directors of the Company unanimously approved at its meeting held on 21 May 2025, as recommended by the audit committee, the Scheme

of Arrangement under Sections 230 to 232 of the Companies Act, 2013 between the Company and its wholly owned subsidiary, Protean Infosec Services Limited ('PISL'). Under the said Scheme, PISL will demerge its Governance, Risk & Compliance and Managed SOC Services business to the Company and retain the remaining business as defined under the Scheme. The Scheme of Arrangement is subject to the approval of shareholders, creditors of PISL and the National Company Law Tribunal, Mumbai Bench. The Scheme, if approved will be operative with effect from 01 April 2025. The Demerged Company i.e., PISL, being a wholly owned subsidiary of Company, there shall be no issue of shares as consideration for the transfer of the said undertaking and vesting of the Demerged Undertakings.

Protean International DMCC

Your company has incorporated a wholly-owned subsidiary company in Dubai, UAE on August 27, 2024, 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

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 from Statutory Auditors does not contain any qualifications, reservations or adverse remarks. The report of the Statutory Auditor forms part of the financial statements.

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 2024-25 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.

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. 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.

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.

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.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into during the financial year with related parties were on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. Hence, Form AOC-2 is not applicable for FY24-25.

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.

All Related Party Transactions are placed before the Audit Committee for its approval. The transactions with related parties are also reviewed by the Board on periodic 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 24,156 KWH units in FY 2024-25.

Further, the company has used Information Technology extensively in its operations.

Foreign Exchange earnings/outgo during the year under review:

(' in Million) Sr. No.	Particulars	FY 2024-25	FY 2023-24	FY 2022-23
1.	Foreign Exchange Earnings	35.45	NIL	NIL
2.	Foreign Exchange Outgo/ Expenditure incurred in foreign currency	8.46	38.58	8.02

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 company's operations in future.

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 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 202425. 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.

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 company's Code and Staff Rules and to prescribe the procedures to be followed by them. During the year under review, one Whistle Blower complaint was received and closed after taking appropriate actions.

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 company's website: https://www.proteantech.in/ corporate-governance/ .

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 socioeconomic 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 India's 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 decision-making 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 2024-25, 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 infidelity of employees and other perils. The policies have been obtained for the projects mentioned below:

Tax Information Network & PAN services

Central Recordkeeping Agency (CRA)

National Judicial Reference System (NJRS)

Aadhaar authentication and e-KYC services

e-sign Services to Application Service Providers

ONDC Reconciliation & Settlement Framework (RSF)

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

86-213

Statutory Reports

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 202425.

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. The Company also uses data analytics to identify trends and exceptions to pro-actively monitor any control deviations for corrective action.

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, selfassessment, 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 cooperation 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 organization's growth and success possible. The Directors wish to express their gratitude to our valued Members for their continued trust and support.

	For and on behalf of the Board of Directors of
	Protean eGov Technologies Limited
	Sd/-
	Shailesh Haribhakti
	Chairman
Date: August 6, 2025	Non-Executive, Non-Independent Director
Place: Mumbai	DIN:00007347