Year End :2024-03

Your Directors are pleased to present the Twenty-Ninth (29^th) Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY

1.1 PERFORMANCE AT A GLANCE

(' in Millions)

Particulars	FY 2023-24	FY 2022-23	FY 2021-22
Income	9,484.70	7,829.10	7,697.10
Expenditure	7,900.70	6,237.00	5,673.70
Depreciation and amortisation expense	274.80	182.80	168.40
Profit before Tax	1,309.20	1,409.30	1,855.00
Profit after Tax	1,003.50	1,075.70	1,438.50
Net worth	9,302.70	8,581.40	7,886.60
Earnings Per Share
Basic (?)	24.82	26.63	35.76
Diluted (?)	24.69	26.61	35.72
Dividend paid/ proposed (%) (Face Value - ? 10 per equity share)	*100%	100%	100%

* Proposed dividend Revenue

Revenue from operations stood at ' 8,808.10 million in 2023-24 compared to ' 7,417.40 million in 2022-23, registering a y-o-y growth of 18.74 %. The growth was primarily attributable to increase in PAN, CRA activities and ID (eSign) services business volumes. The Profit After Tax (PAT) during the year was ' 1,003.50 million as compared to ' 1,075.70 million in previous year. The company has made provision for Tax of ' 305.70 million (Current Year Tax)

Expenses

The total expenses of the company stood at ' 8,175.50 million in 2023-24 compared to ' 6,419.80 million in 202223, registering a y-o-y increase of 27.34%. The increase in variable expenses consequent to rise in volumes of PAN and ID (eSign) and due to allowance for expected credit loss of ' 389.10 Million.

Profitability Profit before tax

The company's profit before tax stood at ? 1,309.20 million in 2023-24 compared to ? 1,409.30 million in 2022-23.

Profit after tax

The company's profit after tax stood at ? 1,003.50 million in 2023-24 compared to ? 1,075.70 million in 2022-23.

1.2 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 2023-24 for consideration of the Shareholders. The dividend distribution would result in a cash outflow of ? 404.50 million (approx.) (Payout ratio of 40% approx.). The Dividend Declaration Policy is available on the Company Website http:// www.proteantech.in/corporate-governance.

1.3 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

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 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 Government offices. These Government 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 Government offices.

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 based PAN verification

Social Security & Welfare

3) 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 fifteen years now. Alongwith 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).

i. NPS Government Sector:

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

In FY 2020-21, NPS Tier II-Tax Saver Scheme (TTS) was introduced specifically for Central Government Subscribers under NPS excluding CABs wherein the transactions have a lock-in of three years and qualifies for tax benefit u/s 80C.

ii. 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.

iii. 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, PAN & KYC Verification by POP/ 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.

At present, Bill Desk and RazorPay act as Payment Gateway Service Providers for eNPS contributions and 69 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.

iv. Atal Pension Yojana (APY):

APY is an initiative towards making India a pensioned society through financial inclusion. The assured pension and fixed instalment amounts 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 Bank and Department of Posts.

v. Empowering Subscribers:

1 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' for Android users. The App is also available for iOS and Windows users.

Similar to NPS Regular, Protean CRA has launched the "APY and NPS Lite Mobile App".

With the help of this App, the APY Subscribers can remain informed about their APY accounts on an ongoing basis.

2 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.

3. 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.

v. Other Initiatives :

a) Capacity Building and Marketing Initiatives:

Several initiatives have been taken to reach out to different stakeholders of NPS during FY 202324. 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.

b) 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 1^st 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.

c) 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, audio- visual 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.

4. 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.

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 authorisedby 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 60 entities including Central/ State Governments, Banks/ Payment Bank, PSUs, Insurance Companies avail these services from Protean.

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 200 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

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 31,2024, there were 37 banks and 82 loan schemes registered on VLP.

• As on March 31, 2024, a total of 42,20,503 students have registered on VLP, out of which 17,69,230 Students have applied for various loan schemes and 7,62,744 educational loans have been disbursed through VLP.

• The YoY growth in loan disbursement through VLP for FY2023-24 was 14%.

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, 2024):

1. Number of students registered on the VSP: 16,57,452

2. Number of students who have applied for scholarships: 13,79,406

3. Number of Corporates on-board: 68

4. Number of Scholarship schemes published: 1022

5. Total scholarship corpus: INR 90.72 Crore

6. Total scholarships awarded/ disbursed: 39,862

6) OTHER PROJECTS

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

Central Board of Film Certification ("CBFC") of the Ministry ofInformation 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. This agreement was renewed on January 1, 2022 for a period of 3 years. 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 1,16,319 certificates for films of various categories till March 31, 2024. 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 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").

ii. 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.

iii. 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).

iv. 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 organisations 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 Version 1.3) - Level 5 for Central Recordkeeping Agency (CRA SVC 2.0) - 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 'Optimising' 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 2023-24, 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 2023-24 are mentioned below:

• Mr. Shailesh Haribhakti was appointed as NonExecutive Non-Independent Director w.e.f. September 25, 2023 for a period of 5 years.

• Mr. Karan Bhagat (DIN: 03247753) resigned and ceased as Non-Executive Non-Independent Director w.e.f. January 24, 2024.

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

• Mr. Sriram Krishnan (DIN: 07816879) was appointed as an Additional Director (Non-Executive) on the Board of the Company w.e.f. August 5, 2024 to hold office till the 29^th AGM of the Company.

The Board composition as on March 31,2024 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. Karan Bhagat1	Non-Executive Director
8.	Mr. Mukesh Agarwal2	Non-Executive Director

Sr.	Name of	Category/ Designation
No.	Directors
9.	Mr. Suresh Sethi	Managing Director & CEO
10.	Mr. Jayesh Sule	Wholetime Director & COO

¹ ceased to be a Director w.e.f. January 24, 2024

²ceased to be a Director w.e.f. July 29, 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 NonIndependent 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.

b) To reappoint Mr. Shailesh Kekre (DIN: 07679583) as an Independent Director of the Company for second term

Mr. Shailesh Kekre (DIN: 07679583) was appointed as Independent Director (Non-Executive) w.e.f. May 31, 2022 for a period of three years and who holds office till the end of May 30, 2025. It is proposed to re-appoint Mr. Shailesh Kekre (DIN: 07679583) as an Independent Director (Non-Executive) for second term for period of 5 years not liable to retire by rotation. The details for re-appointment including the terms and conditions are mentioned in the Item No. 4 of AGM Notice.

c) To reappoint Mr. Lloyd Mathias (DIN: 02879668) as an Independent Director of the Company for second term

Mr. Lloyd Mathias (DIN: 02879668) was appointed as an Independent Director (Non-Executive) w.e.f. June 28, 2022 for a period of three years and who holds office till the end ofJune 27, 2025. It is proposed to re-appoint Mr. Lloyd Mathias (DIN: 02879668) as an Independent Director (Non-Executive) for second term for period of 5 years not liable to retire by rotation. The details for re-appointment including the terms and conditions are mentioned in the Item No. 5 of AGM Notice.

d) To appoint Mr. Sriram Krishnan (DIN: 07816879) as a Non-Executive Non-Independent Director of the Company

Based on the recommendation of the Nomination and Remuneration Committee ("NRC") and as per the terms of the provisions of Section 161(1) of the Companies Act, 2013 ("Act") read with the Articles of Association of the Company, the Board of Directors appointed Mr. Sriram Krishnan (DIN: 07816879) as an Additional Director in the category of Non-Executive Non-Independent Director with effect from August 5, 2024 to hold the office till the date of this Annual General Meeting. It is recommended to appoint him as a Non-Executive Non- Independent Director of the Company from August 05, 2024 and whose office shall be liable to retire by rotation. The details of appointment are mentioned in the item No. 6 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 31,2024:

1. Mr. Suresh Sethi - Managing Director & Chief Executive Officer

2. Mr. Jayesh Sule - Whole-time Director & Chief Operating Officer

3. Mr. Sudeep Bhatia - Chief Financial Officer*

4. 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.

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, 2024, 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 2023-24 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 2023-24 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, 2024 in prescribed Form

MGT-7 is available on the website of the company on: https://www.proteantech.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 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 21, 2024 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 and no amount is lying in unpaid dividend account of the Company during the year under review.

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").

e. 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/

f. 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, the Board at its Meeting held on August 8, 2023, approved the allotment of 25,338 (Twenty Five Thousand Three Hundred and Thirty Eight 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 making contributions to socially

useful projects since year 2007. In accordance with the

provisions of the Companies Act, 2013 the company has constituted the Corporate Social Responsibility & Sustainability ("CSR") Committee of the Board and has adopted a CSR Policy, duly approved by the Board, which inter-alia provides detailed guidelines about the CSR activities which can be undertaken by the company. The Committee reviews the CSR Policy periodically, and recommends changes in accordance with relevant provisions of the Companies Act, 2013 as amended from time to time, for approval of the Board, recommends the amount of expenditure to be incurred on the activities, in line with annual CSR obligation, recommends projects to be undertaken during the year and monitors and reviews the progress of the projects being implemented from time to time. The CSR projects undertaken by the company are broadly covered under the following areas as permitted under Schedule VII of the Companies Act, 2013:

• Promoting healthcare including preventive healthcare;

• Promoting education including special education;

• Setting up homes and hostels for women and orphans, and

• Promoting gender equality and empowering women.

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 Company's 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. 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 said subsidiary is a Joint Venture between your company and SOTG Consultancy Sdn. Bhd. of Kuala Lumpur, Malaysia. Your company hold 51% and SOTG Consultancy holds 49% of the equity share capital in the said Joint Venture company. The purpose of setting up the Joint Venture is to explore e-governance project opportunities in Malaysia and other neighbouring countries. The said subsidiary is in the process of winding-up.

ii. 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.

iii. 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.

During the year under review, Authorised Share Capital of the Company was increased from ' 5,00,00,000/-(Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of ' 10/- (Rupees Ten only) each to ' 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore) Equity Shares of ' 10/-(Rupees Ten only) each by the creation of additional 50,00,000 (Fifty Lakhs) Equity Shares of ' 10/- (Rupees Ten only).

During the year under review, The Board of Directors of your Company approved additional subscription

of ' 20,00,000 equity shares of ' 10/- each, at par, aggregating to ' 2,00,00,000/- on Rights Issue basis.

iv. 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.

AUDITORS

i. STATUTORY AUDITORS

The Members at the Twenty-Sixth (26^th) 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.

ii. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. S. N. Ananthasubramanian & Co., a firm of company Secretaries in Practice to undertake the Secretarial Audit of the Company for the FY 2023-24.

The Secretarial Audit Report for FY 2023-24 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. 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.

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 FY23-24.

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 25,936 KWH units in FY 2023-24.

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 2023-24	FY 2022-23	FY 2021-22
1.	Foreign Exchange Earnings	NIL	NIL	NIL
2.	Foreign Exchange Outgo/ Expenditure incurred in foreign currency	38.58	8.02	5.98

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 202324. 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.

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.

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/ financial-reports

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OBJECTIVES

The foundation of effective ESG management rests on robust and transparent governance and integration of these considerations into the way we conduct business. The company has aligned ESG with its overarching strategy and embedded it into risk management framework and service offerings.

The Board is also committed to strong sustainability practices which includes all the ethical, environmental and corporate social responsibility principles supported by a robust governance structure.

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:

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

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 2023-24.

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 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, 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

Date: August 5, 2024 Non-Executive, Non-Independent Director

Place: Mumbai DIN: 00007347