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

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31 March, 2025 is summarized below:

STATE OF COMPANY’S AFFAIRS
Business Operations

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

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

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

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

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

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

Financial Performance

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

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

TRANSFER TO RESERVES

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

DIVIDEND

The Board of Directors of the Company has recommended
the declaration of a final dividend of '2/- (Rupees Two only)
per equity share of face value '10/- each for the financial
year ended 31 March, 2025 at their meeting held on 27 May,
2025.

The proposed final dividend is subject to the approval of the
shareholders at the ensuing Annual General Meeting (AGM).
The recommendation reflects the Company's commitment
to delivering consistent value to its shareholders and
sharing the fruits of its growth and profitability. It also

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

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

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

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business of the Company.

COST AUDIT

The provision of section 148 of the Companies Act, 2013
read with The Companies (Cost Records and Audit) Rules,
2014 and Rule 14 of the Companies (Audit and Auditor)
Rules, 2014 are not applicable to the Company.

SHARE CAPITAL AND OTHER CHANGES

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

1. Authorized Share Capital

The Authorized Share Capital of the Company as on
31 March, 2025 stands at '250,000,000/-(Rupees
Twenty-Five crores Only) divided into 25,000,000 (Two
crores fifty Lakhs) Equity Shares of '10/- each.

2. Paid-up Share Capital

The Paid-up Share Capital of the Company as on
31 March, 2025 stands at '193,899,000/-(Rupees
Nineteen crores Thirty-Eight Lakhs Ninety-Nine
Thousand Only) divided into 19,389,900 (One crores
Ninety-Three Lakhs Eighty-Nine Thousand Nine
Hundred Only) equity shares of '10/- each.

3. Preferential Issue

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

4. Right Issue

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

5. Bonus Issue

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

6. Issue of Equity Shares with Differential Rights

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

7. Issue of Sweat Equity Shares

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

8. Issue of Employee Stock Options

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

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

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

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

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

10. Splitting/Sub Division of shares

No splitting/sub division of shares was done during
the financial year 2024-25.

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

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

CHANGE IN THE NAME OF THE COMPANY

During the financial year, there has been no change in the
name of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND

There were no funds which were required to be transferred
to Investor Education and Protection fund (IEPF).

DEPOSITS

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

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

SSK Citizen Services Private Limited ("SSK")

Corporate Information

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

Capital Structure and Shareholding Pattern of SSK

The authorized share capital of SSK is '500,000/- divided
into 50,000 equity shares of '10/- each. It's issued,
subscribed and the paid-up equity share capital is
'100,000/- divided into 10,000 equity shares of '10/- each.
The shareholding pattern of SSK as on 31 March, 2025 is as
mentioned below:

• Deepak Chand Thakur

• Ashish Aggarwal

• Rajiv Kumar Aggarwal

• Dinesh Chandra Deo

Timepay Digital Infotech Private Limited
Corporate Information

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

Companies Act, 2013 vide Certificate of Incorporation
dated 03 November, 2023 bearing Corporate Identification
Number U62099MH2023PTC413277 issued by Registrar of
Companies, Mumbai.

Capital Structure and Shareholding Pattern

The authorized share capital is '75,000,000/- divided
into 7,500,000 equity shares of '10/- each. It's issued,
subscribed and the paid-up equity share capital is
'50,000,000/- divided into 5,000,000 equity shares of '10/-
each. The shareholding pattern as on 31 March, 2025 is as
mentioned below:

Board of Directors

Board of Directors as on 31 March, 2025:

• Deepak Chand Thakur

• Savita Vashist

• Ashish Aggarwal

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

The statement containing the salient features of the
financial statement of the Company's Subsidiary namely
SSK Citizen Services Private Limited ("SSK") and Timepay
Digital Infotech Private Limited is mentioned in AOC-1
annexed to this report as Annexure-II.

REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed M/s MUFG Intime India
Private Limited (formerly known as Link Intime India
Private Limited) as its Registrar & Share Transfer Agent.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/arrangements/transactions that were entered
into by the Company during the Financial Year were in
Ordinary Course of the Business and on Arm's Length basis.
Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3)(h) of the Companies Act,
2013 is disclosed in Form AOC-2 in Annexure-III is annexed
to this report.

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

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

Composition of Board of Directors:

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

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

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

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

Pursuant to the provisions of section 152(6) and other
applicable provisions of the Companies Act, 2013, Ashish
Aggarwal (DIN: 06986812) an Executive Director of the
Company, is liable to get retire by rotation, and being eligible
offers himself for re-appointment at the ensuing AGM of the
Company. Accordingly, requisite resolution shall form part
of the Notice convening the AGM.

Independent Directors

Mr. Abhishek Mishra (DIN: 00288274) was appointed as
an Independent Director on the Board of the Company for
a term of 5 (five) consecutive years, in the Extra-Ordinary
General meeting held on 20 October, 2020. The Board
of directors in its meeting held on 05 September, 2025
recommends to appoint him for a second term of 5 (five)
consecutive years at the ensuing annual general meeting.

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

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

Managing Director, CFO and CS

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

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

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

Mrs. Chetna Chawla, M.No: A64291, has been appointed as
Company Secretary & Compliance Officer of the Company
with effect from 21 May, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

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

The confirmations were placed before and noted by the
Board.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and take
a view on the Company's policies and strategy apart from
other Board matters. The notice for the board meetings is
given well in advance to all the Directors.

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

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

MEETINGS OF INDEPENDENT DIRECTORS

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

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

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

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

DIRECTORS APPOINTMENT, REMUNERATION AND
ANNUAL EVALUATION

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

The Company's Nomination & Remuneration policy which
includes the Director's appointment & remuneration and
criteria for determining qualifications, positive attributes,
independence of the Director & other matters is available on
the website of the Company at the link https://www.npstx.
com/investor-desk/

COMMITTEES OF THE BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Risk Management Committee
Details of all the Committees:

1. Audit Committee:

Audit Committee, as per Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015; was constituted by the Board of
Directors in their meeting held on 05 November, 2020.
The Audit Committee consists of 4 members as on 31
March, 2025. The Company Secretary and Compliance
Officer will serve as the Secretary of the Committee.

DIN Name Designation Status

00288274 Abhishek Mishra Chairman Independent Director

09205373 Panchi Samuthirakani Member Independent Director

06986812 Ashish Aggarwal Member Executive Director

07063686 Ram Nirankar Rastogi Member Independent Director

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

2. Nomination and Remuneration Committee:

Nomination and Remuneration Committee, as per Section 178 of the Companies Act, 2013 and Regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; was constituted by the Board of Directors in
their meeting held on 05 November, 2020. The Committee consists of 4 members as on 31 March, 2025. The Company
Secretary and Compliance Officer serves as the Secretary of the Committee. The composition of the Nomination &
Remuneration committee as on 31 March, 2025, is as follows:

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

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

3. Stakeholders' Relationship Committee:

Stakeholders' Relationship Committee, as per Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015; was constituted by the Board of Directors in their
meeting held on 05 November, 2020. The Committee consists of 3 members as on 31 March, 2025. The Company
Secretary and Compliance Officer serves as the Secretary of the Committee. The composition of the Stakeholder's
Relationship Committee as on 31 March, 2025 is as follows:

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31 March, 2025 and of the profit and
loss of the Company for that period;

c) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a
‘going concern' basis;

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

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

AUDITORS OF THE COMPANY
Statutory Auditors

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

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

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

Secretarial Auditor

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

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 & the rules made there under (including any
statutory modification(s) or re-enactment(s) thereof, for the
time being in force), the Board of Directors in their meeting
held on 27 May, 2025 had appointed M/s RVA & Associates
LLP, Chartered Accountant, Mumbai (M.No.:115003W), as
Internal Auditors to conduct Internal Audit for the financial
year 2025-26.

EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR
REPORTS

There were no qualifications, reservations, adverse remarks
or disclaimers made by Statutory Auditors of the Company
in their Audit Report.

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

CORPORATE SOCIAL RESPONSIBILITY

NPST's CSR initiatives are in accord with the stipulations of
Section 135 of Companies Act, 2013. A concise overview
of the Company's CSR policy, along with the initiatives
pursued during the year, is delineated in Annexure-VI of this
report, adhering to the format prescribed by the Companies
(Corporate Social Responsibility Policy) Rules, 2014. This
Policy can be accessed on the Company's website at www.
npstx.com/investor-desk/policies

RISK MANAGEMENT POLICY

As of 31 March, 2025, the Company ranked among the
top 1000 listed entities as per the market capitalization.
Consequently, in accordance with Regulation 21 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is mandated to establish
a Risk Management Committee. This committee was
constituted during the Board meeting held on 22 July, 2024, and
the details of its formation are available on the Company's
website.

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

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

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

INTERNAL FINANCIAL CONTROLS

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

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

The Company has successfully migrated from the SME
Platform of the National Stock Exchange of India Limited
(NSE) to the Main Board of both NSE and BSE Limited, with
effect from 30 April, 2025. This migration represents a
significant achievement in the Company's growth trajectory
and enhances its visibility in the capital markets.

Further, in continuation of the implementation of the ESOP
scheme, the Board of Directors, at its meeting held on
27 May, 2025, approved the allotment of 5,350 equity shares
under the "NPST Employee Stock Option Plan 2023" as part
of the second tranche, pursuant to the exercise of stock
options granted to eligible employees for the tranche ended
on 31 March, 2025.

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the FY 2024-25, there were no significant and material
orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's
operations in future.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of
corporate governance practices. The Corporate Governance
Report, as stipulated by SEBI Listing Regulations, forms
part of this Integrated Annual Report along with the required
certificate from a Statutory Auditor, regarding compliance
of the conditions of corporate governance, as stipulated.

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

ANNUAL RETURN

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

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

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

PARTICULARS OF EMPLOYEES AND RELATED
INFORMATION

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

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

DISCLOSURE FOR AMOUNTS RECEIVED FROM
DIRECTORS AND RELATIVES OF DIRECTORS

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

HUMAN RESOURCE DEVELOPMENT

The Company had 323 employees as of 31 March, 2025,
on a standalone basis. The information required under
Section 197 of the Act, read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, relating to percentage increase in remuneration,
ratio of remuneration of each Director and Key Managerial
Personnel (KMP) to the median of employees' remuneration
are provided in Annexure-VII of this report.

VIGIL MECHANISM & WHISTLE BLOWER

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

DIVIDEND DISTRIBUTION POLICY

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

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

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

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

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

Act, 2013 and rules made thereunder, the Company has laid
down a Prevention of Sexual Harassment (POSH) Policy,
also available on the website of the Company at the link
https://www.npstx.com/investor-desk/policies/and has
constituted Internal Complaints Committees (ICs), at all
relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs includes
external member with relevant experience. The ICs, presided
by women in senior positions, conduct the investigations
and make decisions at the respective locations.

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

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

a) Number of complaints received during the year: NIL

b) Number of complaints disposed off during the year:
NIL

c) Number of cases pending at the end of the year: NIL

d) Number of complaints pending for more than 90 days:
NIL

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

CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

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

The Insider Trading Policy of the Company covering the
code of practices and procedures for fair disclosures
of unpublished price sensitive information and code of
conduct for the prevention of Insider Trading is available
on the website https://www.npstx.com/investor-desk/
policies/

INVESTOR GRIEVANCE REDRESSAL

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

OTHER STATUTORY DISCLOSURES

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

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

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

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

• The Company does not have any scheme or provision
of money for the purchase of its own shares by
employees or by trustees for the benefits of employees;

• There was no change in the nature of business;

• There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016;

• There was no instance of one-time settlement with any
Bank or Financial Institution;

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

• There was no revision in the financial statements;

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

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

• The Company has not made any downstream
investments during the year under review and a
certificate from the Statutory Auditors has been
obtained in this regard;

• There was no instance wherein the Company failed to
implement any corporate action within the statutory
time limit; and

• The Company has not made any political party
contribution under Section 182 of the Act.

CFO AND CEO CERTIFICATION

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

ACKNOWLEDGEMENT

The Directors would like to express their appreciation for
assistance and co-operation received from the Bankers,
Central & State Government, Local Authorities, Clients,
Vendors, Advisors, Consultants and Associates at all levels
for their continued guidance and support. Your directors also
wish to place on record their deep sense of appreciation for
their commitment, dedication and hard work put in by every
member of the Company.

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

Sd/-

Deepak Chand Thakur
Place: Thane Chairman and Managing Director

Date: 05 September, 2025 DIN: 06713945