STATE OF THE COMPANY’S AFFAIRS

The financial year 2025-26 marked a defining
phase in the Company’s evolution. During the year,
Network People Services Technologies Limited
(“NPST” or “the Company”) undertook a strategic
transformation to build a more resilient, scalable
and diversified business model while strengthening
its position as a trusted technology partner to
banks, financial institutions, fintechs and payment
ecosystem participants.

The Company continued to capitalise on the
sustained growth of India’s digital payments
ecosystem while proactively repositioning its
business to address evolving market dynamics.

Recognising the monetisation limitations within the
domestic UPI ecosystem, NPST initiated a strategic
shift towards higher-value technology offerings,
recurring Software-as-a-Service (SaaS) revenue
models, artificial intelligence-led solutions and
international markets. The Company believes this
transition will support long-term profitability while
reducing dependence on any single business line or
regulatory environment.

During the year, the Company strengthened its
three strategic business verticals comprising
Technology Service Provider (TSP), Payments
Platform-as-a-Service (PPaaS) and RegTech. Under
the TSP business, NPST launched its SaaS-based

Bank in a Box platform to enable faster customer
onboarding, recurring subscription revenues and
greater scalability. The Company also initiated its
international expansion strategy by introducing
payment infrastructure solutions designed to
support real-time payments in overseas markets.
Concurrently, the PPaaS business was re-architected
to address international payment ecosystems,
including merchant orchestration capabilities and
payment models aligned with MDR and interchange-
led markets. These initiatives are intended to build a
foundation for expanding NPST’s global presence
over the coming years.

A significant milestone during the year was the
advancement of the Company’s Al-led RegTech
portfolio through the Risk Intelligence Decisioning
Platform (RIDP). The platform was further developed
to deliver intelligent merchant underwriting,
transaction monitoring and fraud risk management
capabilities, positioning NPST to address the
increasing demand for AI-driven risk management
solutions. During the year, the Company also secured
an order from one of the largest public sector banks
in the country for merchant risk underwriting under
the RIDP platform.

Additionally, the Company recorded several strategic
business wins across its portfolio, spanning Bank in
a Box, Banking Connect, payment security devices,
merchant orchestration and QR-based payment
infrastructure, reinforcing its relationships across
public sector banks, cooperative banks, financial
institutions and government entities. These customer
acquisitions have strengthened the Company’s order
pipeline and diversified its revenue opportunities
across multiple business segments.

Operationally, FY 2025-26 was characterised by
investments in technology, organisational capability
and artificial intelligence. The Company adopted
AI-enabled software development processes,
strengthened its business acquisition capabilities,
expanded its international business development
team and enhanced internal operational efficiency.
These initiatives are expected to improve product
development velocity, operational productivity and
customer delivery while supporting future growth.
During the year, the Company also strengthened its
global footprint through the incorporation of NPST
Global Solutions LLC in Dubai in April 2025, as a
wholly owned subsidiary to support its international
expansion strategy.

Financial Performance

Financially, the Company delivered another year of
healthy growth while maintaining strong profitability.
On a consolidated basis, revenue from operations
increased to I 194,90 in Lakh for FY 2025-26
(FY 2024-25: I 173,21 in Lakh), registering a growth
of approximately 12.5%. Including other income,
total income crossed the I 200 crore milestone,
reaching I 209,39 in Lakh (FY 2024-25: I 180,62 in
Lakh).

The Company reported consolidated Profit Before
Tax (PBT) of I 5506 in Lakh (FY 2024-25: I 6035 in
Lakh) and Profit After Tax (PAT) of I 4082 in lakh
(FY 2024-25: I 4520 in Lakh). Consolidated earnings
before depreciation, finance costs and tax (EBITDA)
stood at I 6513 in Lakh (FY 2024-25: I 6757 in
Lakh). Basic earnings per share (consolidated) stood
at I 20.58 per equity share (FY 2024-25: I 23.31).

On a standalone basis, revenue from operations
was I 19417 in Lakh (FY 2024-25: I 17312 in Lakh)
and PAT was I 4106 in Lakh (FY 2024-25: I 4520 in
Lakh).

The moderation in profitability during the year
reflects deliberate investments in platform
development, international market entry, AI
capabilities and organisational scaling undertaken
as part of the Company’s strategic repositioning.
The Board is of the view that these investments are
essential to building a sustainable, higher-margin
and geographically diversified revenue base over the
medium to long term.

Over the past four years, NPST has significantly
strengthened its financial profile. Consolidated
revenue from operations has grown from I 6356 in
Lakh in FY 2022-23 to I 19,490 in Lakh in FY 2025¬
26, while consolidated PAT has increased from I 874
in Lakh to I 4082 in Lakh over the same period,
reflecting disciplined execution, product innovation
and customer expansion.

During the year, the Company also strengthened
its capital base through a preferential allotment
of 14,46,500 equity shares to Tata Mutual Fund
at I 2,074 per share, including premium of I 2064/-
(Rupees Two Thousand Sixty-Four only) per share,
aggregating to I 300,00,41,000/- (Rupees Three
Hundred Crore and Forty-One Thousand only). The
Company also successfully migrated to the Main
Board of NSE and BSE on 30^th April, 2025, enhancing
its visibility and access to a broader investor base.

2. DIVIDEND

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, as formulated
and adopted by the Board pursuant to Regulation
43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is available on the
Company’s website and can be accessed at:https://
www.npstx.com/investor-desk/policies/

DECLARATION AND PAYMENT OF DIVIDEND

The Board of Directors, at its meeting held on 28^th
May, 2026, has recommended a Final Dividend of
I 2/- per equity share of face value I 10/- each (20%)
for FY 2025-26. The dividend has been recommended
based on the parameters laid down in the Dividend
Distribution Policy and will be paid out of the profits
for the year.

The said dividend is subject to the approval of the
Shareholders at the ensuing 13^th Annual General
Meeting (‘AGM’) scheduled to be held on 28^th
September, 2026. If approved, the total cash outflow
towards dividend shall be based on the number of
equity shares of the Company outstanding as on the
Record Date, at I 2/- per equity share. The Record
Date fixed for determining the entitlement of Members
for payment of dividend is 18^th September, 2026.

The dividend, once approved by the Shareholders,
will be paid within 30 (thirty) days from the date of
declaration at the AGM, in accordance with Section
127 of the Companies Act, 2013.

In accordance with the Finance Act, 2020, dividend
income is taxable in the hands of the Members and
the Company is required to deduct tax at source from
the dividend to be paid, at rates prescribed under the
Income-tax Act, 1961.

UNCLAIMED DIVIDENDS

Details of the dividend declared in FY 2024-25 and
the unclaimed/unpaid amounts, if any, are given
in the Corporate Governance Report forming part
of this Annual Report. Members who have not yet
encashed their dividend warrants/not claimed their
dividend for FY 2024-25 are requested to do so at
the earliest.

CHANGE IN THE NATURE OF BUSINESS

During the financial 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.

TRANSFER TO RESERVES

The Board of Directors of the Company has not
transferred any amount to its General Reserve
during the financial year.

SHARE CAPITAL AND OTHER CHANGES

During the financial year, the capital structure of the
Company is as under:

1. AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as
on 31^st March, 2026 stands at I 25,00,00,000/-
(Rupees Twenty-Five Crore Only) divided into
2,50,00,000 (Two Crore Fifty Lakh) Equity
Shares of I 10/- each.

2. PAID-UP SHARE CAPITAL

The Paid-up Share Capital of the Company as
on 31^st March, 2026 stands at I 20,85,06,500/-
(Rupees Twenty Crore Eighty-Five Lakh Six
Thousand Five Hundred Only) divided into
2,08,50,650 (Two Crore Eight Lakh Fifty
Thousand Six Hundred and Fifty) Equity Shares
of I 10/- each, fully paid-up.

3. PREFERENTIAL ISSUE

The Members of the Company, at the Extra¬
Ordinary General Meeting held on 28^th August,
2025, approved a preferential issue of 14,46,500
(Fourteen Lakh Forty-Six Thousand Five
Hundred) equity shares to Tata Mutual Fund
at a price of I 2,074/- (Rupees Two Thousand
Seventy-Four only) per share, including premium
of I 2064/- (Rupees Two Thousand Sixty-Four
only) per share, aggregating to I 300,00,41,000/-
(Rupees Three Hundred Crore and Forty-One
Thousand only). The said shares were allotted
by the Company in compliance with Chapter
V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

4. RIGHTS ISSUE

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

5. BONUS ISSUE

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

6. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS

The Company does not have equity shares with
differential rights and has not issued any shares
with differential rights during the financial year
2025-26.

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 Company allotted
an aggregate of 14,250 equity shares under
the Employee Stock Option Plan (ESOP) in
two tranches - 5,350 equity shares on 27^th
May, 2025 and 8,900 equity shares on 12^th
November, 2025 - upon exercise of vested
options by eligible employees.

The disclosure as required under Regulation
14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
is available on the website of the company at
https://www.npstx.com/investor-desk/notices-
announcement/

9. PROVISION OF MONEY BY COMPANY FOR
PURCHASE OF ITS OWN SHARES

No provision was made by the Company for
purchase of its own shares by employees or by
trustees for the benefit of employees during the
financial year.

10. SPLITTING/SUB-DIVISION OF SHARES

No splitting or sub-division of shares was
carried out during the financial year.

11. MIGRATION TO MAIN BOARD

The equity shares of the Company listed on
NSE Emerge (SME Platform), were migrated to
and listed on the Main Board of NSE and BSE
with effect from 30^th April 2025, pursuant to
the approval of the Members and in compliance
with SEBI guidelines.

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 the Investor Education and Protection
Fund (IEPF) during the financial year.

DEPOSITS

The Company has not accepted any deposits from
the public and no amount on account of principal or
interest on deposits from the public was outstanding
as on 31^st March, 2026. Accordingly, disclosures
related to deposits as required to be made under the
Act are not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES

The Company does not have any Associate Company
or Joint Venture.

The Company has following three Subsidiaries-

1. SSK Citizen Services Private Limited

2. Timepay Digital Infotech Private Limited

3. NPST Global Solutions LLC

The statement containing the salient features of the
financial statement of the Company’s Subsidiaries
is mentioned in AOC-1 annexed to this report as
Annexure-I.

REGISTRAR AND 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 and Share
Transfer Agent.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

The Company has amended Policy on Related
Party Transactions ("RPT Policy”) during the year in
compliance with Regulation 23 of the SEBI Listing
Regulations, which is available on the website of the
Company athttps://www.npstx.com/investor-desk/
policies/

All contracts/arrangements/transactions entered
into by the Company during the financial year were
in the ordinary course of business and on an arm’s
length basis. Accordingly, disclosure of Related
Party Transactions as required under Section 134(3)
(h) of the Companies Act, 2013 is given in Form AOC-
2 annexed to this Report as Annexure-II.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board of the Company consists of eminent
individuals of diverse backgrounds with skills,
experience and expertise in various areas as detailed
in the Corporate Governance Report, which forms
part of this Annual Report.

The above re-appointments were approved by the
Members at the 12^th Annual General Meeting of the
Company held on 29^th September, 2025.

CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS

M/s. Kala Agarwal, Company Secretary in Practice,
Mumbai (Membership No. 5976, Certificate of
Practice No. 5356) has issued a certificate as required
under the Listing Regulations, confirming that none
of the directors on the Board of the Company has
been debarred or disqualified from being appointed
or continuing as director of companies by the SEBI/
Ministry of Corporate Affairs or any such statutory
authority. The certificate is enclosed with this section
as Annexure-III.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013, Mr. Deepak Chand Thakur
(DIN: 06713945), Executive Director of the Company,
is liable to retire by rotation and, being eligible, offers
himself for re-appointment at the ensuing Annual
General Meeting. 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 for a term of five
consecutive years in the Extra-Ordinary General

Meeting held on 20^th October, 2020. The Members,
at the 12^th Annual General Meeting held on 29^th
September, 2025, approved his re-appointment for
a second term of five consecutive years with effect
from 21^st October, 2025. He resigned from the
position of Independent Director of the Company
with effect from 1^st April, 2026.

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

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

The terms and conditions of appointment of the
Independent Directors are in compliance with the
provisions of the Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, and are placed on the website of
the Company athttps://www.npstx.com/investor-
desk/policies/

Pursuant to the provisions of Section 149(7) of the
Act, the Independent Directors have submitted
declarations that each of them meets the criteria
of independence as provided in Section 149(6) of
the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations.

MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 (Six) times during FY 2025-26. The
maximum interval between two consecutive Board
meetings was within the period prescribed under the
provisions of Section 173 of the Act and SEBI Listing
Regulations. During the financial year 2025-26,
Board meetings were held on the following dates:

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, an evaluation process was
carried out to evaluate performance of the Board
and its Committees, the Chairman of the Board and
all Directors, including Independent Directors.

In a separate meeting of the Independent Directors,
performance of the Non-Independent Directors,
Chairman of the Board and the Board as a whole
was also evaluated.

The Board Evaluation Policy has been amended
during the year and the Policy is available on the
website of the Company athttps://www.npstx.com/
investor-desk/policies/

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Board has framed and adopted a Nomination,
Remuneration and Board Diversity Policy in terms

of Section 178 of the Act and Regulation 19(4)
read with Part D of Schedule II to the SEBI Listing
Regulations, for identification, selection and
appointment of Directors, Key Managerial Personnel
(KMPs) and Senior Management Personnel (SMPs) of
the Company. The Policy lays down the process and
parameters for the appointment and remuneration
of the Directors, KMPs and other SMPs and the
criteria for determining qualifications, highest level of
personal and professional ethics, positive attributes,
financial literacy and independence of a Director. The
Policy is available on the website of the Company at
https://www.npstx.com/investor-desk/policies/

COMMITTEES OF THE BOARD

The Board of Directors has constituted five
Committees, viz.:

(1) Audit Committee;

(2) Nomination and Remuneration Committee;

(3) Stakeholders’ Relationship Committee;

(4) Risk Management Committee;

(5) Corporate Social Responsibility Committee.

Details of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders’
Relationship Committee are set out below;
the Risk Management Committee and the
Corporate Social Responsibility Committee are
covered under the ‘Risk Management Policy’
and ‘Corporate Social Responsibility’ sections
respectively of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134
of the Companies Act, 2013, with respect to the
Directors’ Responsibility Statement, your Directors
confirm that:

(a) In the preparation of the annual accounts for
the financial year ended 31^st March, 2026, 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^st
March, 2026 and of the profit of the Company
for the year ended on that date;

(c) The Directors had 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 had prepared the annual accounts
on a ‘going concern’ basis;

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

(f) 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.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of the provisions of Regulation 34 of the
SEBI Listing Regulations, management discussion
and analysis report is set out as a separate section
under this Annual Report

AUDITORS OF THE COMPANY
STATUTORY AUDITORS

M/s. Singhi and Co., Chartered Accountants (Firm
Registration No. 302049E), were appointed as the
Statutory Auditors of the Company by the Members
at the 12^th Annual General Meeting held on 29^th
September, 2025, for a term of five consecutive
years, to hold office from the conclusion of the

said AGM until the conclusion of the 17^th Annual
General Meeting.

The Report given by the Statutory Auditors on the
Standalone Financial Statements of the Company
and the Consolidated Financial Statements of the
Company for the financial year ended 31^st March,
2026, forms part of this Annual Report. There has
been no qualification, reservation, adverse remarks
or disclaimer given by the Statutory Auditors in their
Report which calls for any explanation.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013
and Regulation 24A of SEBI LODR, the Members,
at the 12^th Annual General Meeting held on 29^th
September, 2025, approved the appointment of
M/s. Kala Agarwal, Company Secretary in Practice,
Mumbai (Membership No. 5976, Certificate of
Practice No. 5356), as the Secretarial Auditor of
the Company for a term of five consecutive years,
to conduct the Secretarial Audit for financial years
2025-26 to 2029-30. The Secretarial Audit Report
for the financial year ended 31^st March, 2026, is
annexed to this Report as Annexure-IV.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act,
2013 and the rules made thereunder, the Board of
Directors, at its meeting held on 27^th May, 2025,
appointed M/s. RVA and Associates LLP, Chartered
Accountants, Mumbai (Firm Registration No.
115003W), as Internal Auditors to conduct the
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 the Statutory
Auditors of the Company in their Audit Report for the
financial year ended 31^st March, 2026.

The Secretarial Audit Report contains one
qualification given by M/s. Kala Agarwal, Company
Secretary in Practice, Mumbai (Membership No.
5976, Certificate of Practice No. 5356) i.e.:

1. The Company did not obtain the in-principle
approval of the stock exchanges prior to the
issuance of securities, as required under the
applicable provisions. Consequently, a fine of
''''59,000 (including GST) was levied by each
of the stock exchanges, namely National Stock

Exchange of India Limited and BSE Limited.
The Company subsequently regularized the
non-compliance and remitted the fines to NSE
Limited and BSE Limited on 17^th September,
2025 and 23^rd September, 2025, respectively.

Management Response: The Board noted that the
non-compliance occurred due to an inadvertent
oversight. The Company had proactively informed
the Stock Exchanges regarding the matter and
subsequently received communications under the
applicable Standard Operating Procedures (SOP)
framework. The Company promptly regularized the
non-compliance and complied with the directions
issued by the Stock Exchanges. The said non¬
compliance had no material impact on the operations
or financial position of the Company.

The Board has taken cognizance of the matter
and advised the Secretarial Department to further
strengthen internal compliance controls, monitoring
processes, and review mechanisms to ensure
timely compliance with all applicable regulatory
requirements. The Secretarial Department has
already implemented additional checks and
monitoring measures to mitigate compliance risks
and prevent recurrence of similar instances in
the future.

CORPORATE SOCIAL RESPONSIBILITY

NPST’s CSR initiatives are in accordance with the
stipulations of Section 135 of the Companies Act,
2013. Given the Company’s average net profit for
the three immediately preceding financial years, the
provisions of Section 135 of the Act are applicable to
the Company for the financial year 2025-26.

The Committee is responsible for framing,
implementing and monitoring the risk management
plan of the Company, and for reviewing its
effectiveness. The Audit Committee has additional
oversight over financial risks and controls. Major
risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuing basis. The development and
implementation of the risk management policy is
covered in the Management Discussion and Analysis,
which forms part of this Report. Details regarding
our Risk Management Policy are available on the
Company’s website at www.npstx.com/investor-
desk/policies/.

INTERNAL FINANCIAL CONTROLS

The Company’s internal control systems are
commensurate with the nature of its business,
the size and complexity of its operations and such
internal financial controls with reference to the
financial statements are adequate. The details in
respect of internal financial controls and its adequacy
are included in the Management Discussion and
Analysis, which forms part of this Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the financial year 2025-26, the Company
successfully completed a preferential allotment of
14,46,500 equity shares to Tata Mutual Fund at a
price of I 2,074/- (Rupees Two Thousand Seventy-
Four only) per share, including premium of I 2064/-
(Rupees Two Thousand Sixty-Four only) per share,
aggregating I 300,00,41,000/-, pursuant to the
special resolution passed by the Members at the
Extra-Ordinary General Meeting held on 28^th
August, 2025.

Further, in continuation of the implementation of the
ESOP scheme, the Company allotted an aggregate
of 14,250 equity shares under the ‘NPST Employee
Stock Option Plan 2023’ in two tranches - 5,350
equity shares on 27^th May, 2025 and 8,900 equity
shares on 12^th November, 2025 - pursuant to the
exercise of stock options by eligible employees.

During the financial year 2025-26, the Company
incorporated a wholly owned subsidiary, namely
‘NPST Global Solutions LLC’, at Dubai, United

Arab Emirates, with date of incorporation on 24^th
April, 2025, to pursue the Company’s international
expansion strategy.

The Board of Directors of the Company has passed
a resolution approving investment of up to USD
1,000,000 (United States Dollars One Million only)
in NPST Global Solutions LLC by way of equity/
enhancement in equity, or preference stock/debt/
convertible debt or grant/enhancement of loan or
grant/extension/enhancement of guarantees or any
other mode as may be decided by the management
from time to time, in one or more tranches/instalments
as may be required.

During the financial year 2025-26, the Company
invested USD 0.5 million (United States Dollars Five
Hundred Thousand only) in Optionally Convertible
Debentures (OCD) of NPST Global Solutions LLC, as
disclosed in the notes to the financial statements.

Except as disclosed above and elsewhere in
this Report, there were no material changes or
commitments affecting the financial position of the
Company during the financial year 2025-26.

UTILIZATION OF PROCEEDS RAISED THROUGH
PREFERENTIAL ALLOTMENT

The Members of the Company, at the Extra-Ordinary
General Meeting held on 28^th August, 2025, approved
a preferential issue of 14,46,500 equity shares to
Tata Mutual Fund at a price of I 2,074/- per equity
share, including premium of I 2064/- (Rupees Two
Thousand Sixty-Four only) per share, aggregating
to I 300,00,41,000/- (Rupees Three Hundred Crore
and Forty-One Thousand only).

In compliance with Regulation 32(6) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Regulation 173A of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, the Company appointed
M/s. CARE Ratings Limited as the Monitoring
Agency for monitoring the utilisation of proceeds
raised through the said preferential issue. The
Monitoring Agency Reports are submitted to the
stock exchanges on a quarterly basis and are also
placed before the Audit Committee and the Board
of Directors.

The objects of the preferential issue and the proposed allocation of funds, as approved by the Members, are
summarised below:

The expenditure/utilisation of the preferential issue proceeds during the financial year 2025-26, object-wise,
is summarised below. The details have been verified by the Monitoring Agency based on the information and
certifications provided by the Company:

The above utilisation figures are as per the Monitoring
Agency Report dated 14^th May, 2026 issued by
M/s. CARE Ratings Limited for the quarter and
year ended 31^st March, 2026, verified by statutory
auditors’ M/s. Singhi & Co. vide its certificate dated
9^th May, 2026, and are in line with the Statement of
Deviation or Variation for the quarter and year ended
31^st March, 2026 submitted to the stock exchanges
on 28^th May, 2026.

The unutilised proceeds of I 277.86 crore as at
31^st March, 2026 are parked in fixed deposits with
scheduled banks in accordance with the objects of
the issue and applicable regulations, as disclosed in
the said Monitoring Agency Report.

For the quarter ended 31^st December, 2025,
M/s. CARE Ratings Limited, in its Monitoring Agency
Report dated 11^th February, 2026, observed a
technical deviation in respect of utilisation of I 3.18
crore towards rent and salary payments classified
under General Corporate Purposes (GCP), as the
offer document did not contain a detailed definition
of GCP. In response, the Audit Committee and the
Board, after detailed deliberation, sought and
considered an external legal/regulatory expert
opinion and submitted their comments thereon in
the Statement of Deviation for the quarter ended
31^st December, 2025, filed on 11^th February, 2026.

MATERIAL CHANGES AND COMMITMENTS SUBSEQUENT TO THE CLOSE OF THE FINANCIAL YEAR

The following material events occurred after 31^st March, 2026 and before the date of signing of this Report:

1. Mr. Abhishek Mishra (DIN: 00288274) resigned from the position of Independent Director of the Company
with effect from 1^st April, 2026. In his place, Mr. Vijay Kumar Singh (DIN: 07603392) was appointed as an
Independent Director of the Company, pursuant to the recommendation NRC and approval of the Board
of Directors at its meeting held on 28^th May, 2026 and Members through postal ballot concluded on 28^th
June, 2026.

2. The Board of Directors, at its meeting held on 28^th May, 2026, reconstituted the Audit Committee, Nomination
and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility
Committee. The revised composition of the Committees is as follows:

AUDIT COMMITTEE (W.E.F. 28^th MAY, 2026)

3. Pursuant to the exercise of stock options by eligible employees, the Board of Directors, at its meeting held
on 28^th May, 2026, approved the allotment of 12,850 equity shares under the ‘NPST Employee Stock Option
Plan 2023’. Consequent to the said allotment, the issued, subscribed and paid-up equity share capital of the
Company stands increased to I 20,86,35,000/- (Rupees Twenty Crore Eighty-Six Lakh Thirty-Five Thousand
Only) divided into 2,08,63,500 (Two Crore Eight Lakh Sixty-Three Thousand Five Hundred) equity shares
of I 10/- each, fully paid-up, as on the date of this Report.

4. The Company amended its ESOP Policy with effect from 1^st April, 2026.

5. The Company amended its Nomination and Remuneration Policy with effect from 28^th May, 2026.

Except as disclosed above and elsewhere in this Report, there are no other material events affecting the
financial position of the Company which have occurred between 31^st March, 2026 and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

During the financial year 2025-26, NSE (letter dated
16^th September, 2025) and BSE (letter dated 23^rd
September, 2025) each imposed a fine of I 50,000
under Regulation 28(1) of SEBI LODR for non¬
compliance with obtaining in-principle approval
from the stock exchanges prior to the preferential
issue of securities. The Company has paid both fines
and there is no continuing impact on the Company’s
going concern status or future operations arising
from this matter.

Except as stated above, there were no other
significant and material orders passed by the
regulators, courts or tribunals during the financial
year impacting the going concern status and the
Company’s operations in future.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest
standards of corporate governance practices. The
Corporate Governance Report, as stipulated by SEBI
LODR, forms part of this Annual Report along with
the requisite certificate regarding compliance with
the conditions of corporate governance.

The Company has formulated and implemented a
Code of Conduct for all Board members and senior
management personnel (‘Code of Conduct’), who
have affirmed compliance thereto. The Code of
Conduct is available on the website of the Company
at www.npstx.com/investor-desk/policies/. The

Company migrated from the SME Platform of NSE
to the Main Board of both NSE and BSE with effect
from 30^th April, 2025, and has since complied with
all applicable Main Board requirements under
SEBI LODR.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Business Responsibility and Sustainability Report
(BRSR) for FY 2025-26, describing the initiatives
taken by the Company from an environment, social
and governance (ESG) perspective, forms part of this
Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on 31^st March, 2026
is available on the Company’s website at https://
www.npstx.com/investor-desk/annual-return/

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

Pursuant to Section 186 of the Companies Act,
2013, the Company has, during the financial year
2025-26, extended a float and loan to SSK Citizen
Services Private Limited and a float advance to
Timepay Digital Infotech Private Limited, both being
Subsidiaries of the Company, to meet their working
capital and operational requirements. The Company
has also made an investment in the form of Optionally
Convertible Debentures, in NPST Global Solutions
LLC, its wholly owned subsidiary in the UAE, to carry
out the operations of the said Subsidiary, pursuant
to the resolution passed by the Board of Directors at
its meeting held on 2^nd December, 2024 approving
an investment of up to USD 1 million by way of
equity/preference/debt/convertible debentures/loan/
guarantee, to be made in one or more tranches. These
loans, advances and investments, being transactions
in the nature of loans, advances and investments to
Subsidiaries and not transactions falling within the
scope of Section 188(1) of the Act, are not included
in Form AOC-2(Annexure-II) to this Report.

As has been the Company’s consistent practice, such
loans and advances to Subsidiaries are approved
by the Audit Committee under its annual omnibus
approval and are noted by the Board of Directors.
Since the transactions with SSK Citizen Services
Private Limited and Timepay Digital Infotech Private
Limited are within the limits prescribed under
Section 186(2) of the Act, no special resolution of the
Members was required. In respect of NPST Global
Solutions LLC, being a wholly owned subsidiary of the
Company, the exemption available under the second
proviso to Section 186(3) of the Act applies, and no
special resolution of the Members was required.

Full particulars of the above loans and investments,
including their purpose and utilisation, are disclosed
in the Notes to the Audited Financial Statements for
the year ended 31^st March, 2026.

PARTICULARS OF EMPLOYEES AND RELATED
INFORMATION

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-VI.

DISCLOSURE FOR AMOUNTS RECEIVED FROM
DIRECTORS AND RELATIVES OF DIRECTORS

During the financial year 2025-26, the Company
has not received or borrowed any amount from its
Directors or their relatives.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company has adopted a Whistle Blower
Policy/Vigil Mechanism with protective clauses for
the whistleblowers to report genuine concerns, in
confirmation with the provisions of Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations.
The Policy provides adequate safeguards against
victimization of whistleblowers and provides direct
access to the Chairperson of the Audit Committee,
in exceptional circumstances. The policy provides
for a mechanism to report concerns about unethical
behaviour, actual or suspected fraud, instances of
leak of Unpublished Price Sensitive Information or
violations of Company’s Code of Conduct. The Policy
is available on the Company’s website at www.
npstx.com/investor-desk/policies/.

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

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

DISCLOSURE UNDER PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules made thereunder,
the Company has laid down a Prevention of Sexual
Harassment (POSH) Policy, also available on the
website of the Company at www.npstx.com/
investor-desk/policies/. and has constituted Internal
Complaints Committees (ICCs) at all relevant
locations across India to consider and resolve
complaints relating to sexual harassment.

The ICCs include an external member with relevant
experience. The ICCs, presided over by women in
senior positions, conduct investigations and take
decisions at the respective locations. The Company
has zero tolerance towards sexual harassment
of women at the workplace. The ICCs also work
extensively on creating awareness on the relevance
of sexual harassment issues.

The following is a summary of sexual harassment
complaints received and disposed of during the
financial year 2025-26:

During the financial year 2025-26, POSH awareness
sessions were conducted every quarter by the external
members of the Internal Complaints Committee,
covering prevention of sexual harassment at the
workplace, including while working remotely.

MATERNITY BENEFIT ACT, 1961

The Company has complied with all applicable
provisions relating to the Maternity Benefit Act, 1961
and all benefits and entitlements are duly extended
to eligible employees.

The following disclosures in respect of maternity
benefits availed during the financial year 2025-26
are provided below:

CODE OF CONDUCT FOR PROHIBITION OF
INSIDER TRADING

The Board of Directors has adopted an Insider
Trading Policy in accordance with the requirements
of the SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Policy lays down guidelines
and procedures to be followed and disclosures to
be made while dealing with shares of the Company,
as well as the consequences of violation, and is
designed to regulate, monitor and ensure reporting
of deals by employees. The Insider Trading Policy,
covering the code of practices and procedures for fair
disclosure of unpublished price sensitive information,
is available on the website of the Company at https://
www.npstx.com/investor-desk/policies/

INVESTOR GRIEVANCE REDRESSAL

The Company firmly believes that maintaining
transparent and effective communication with
its shareholders is crucial for fostering trust and
long-term partnerships. The Company’s Investor
Grievance Redressal Mechanism ensures that every
grievance is handled with care and resolved fairly
and transparently. There were zero complaints
registered during the financial year 2025-26.

COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company is in compliance with the applicable
Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2), issued
by the Institute of Company Secretaries of India and
approved by the Central Government under Section
118(10) of the Companies Act, 2013.

CYBER SECURITY

Pursuant to Regulation 27(2)(ba) of SEBI LODR, the
Company confirms that there were no cyber security
incidents, breaches, or loss of data during any
quarter of FY 2025-26, as disclosed in the quarterly
Integrated Filing (Governance) submitted to the
stock exchanges.

During the year, the Board reviewed and approved
amendments to the Information Security Policy of
the Company.

LISTING AND EXCHANGE COMPLIANCE

The equity shares of the Company are listed on the
National Stock Exchange of India Limited (Symbol:
NPST) and BSE Limited (Scrip Code: 544396), ISIN:
INE0FFK01017. Annual listing fees for FY 2025-26
have been paid to both exchanges. The Company is
registered on the SEBI Complaints Redress System
(SCORES) with Registration ID comn00521.

OTHER STATUTORY DISCLOSURES

No disclosure or reporting is made with respect to
the following items, as there were no transactions
during FY 2025-26 or the same is not applicable:

• The Company does not have equity shares
with differential rights as to dividend, voting
or otherwise;

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

• 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;

• There was no revision in the financial statements
of the Company;

• 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 a Compliance Certificate
from Mr. Inder Kumar Naugai, Chief Financial Officer,
and Mr. Deepak Chand Thakur, Chairman and
Managing Director, pursuant to Regulation 17(8)
of SEBI LODR, for the financial year 2025-26. The
certificate is annexed to this Report as Annexure-VIII.

ACKNOWLEDGEMENT

The Directors would like to express their appreciation
for the assistance and co-operation received from
the Bankers, Central and 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
the 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 Limited

Sd/- Sd/-

Deepak Chand Thakur Ashish Aggarwal
Chairperson & Joint Managing Director

Managing Director DIN: 06986812

DIN:06713945

Place: Mumbai
Date: 11^th August, 2026

STATE OF COMPANY''S AFFAIRS BUSINESS OPERATIONS

NPST made significant strides in the past year across various fronts. We successfully launched Online Dispute Resolution and Instant Merchant Refund services, aiming to streamline digital transactions and improve customer satisfaction. Achieving over 1 billion monthly transactions underscored NPST''s robust operational infrastructure. Corporate expansion included the incorporation of Timepay Digital Infotech Private Limited, broadening service offerings and market presence. Financially, NPST''s announcement of a 2:1 bonus issue reflected confidence in its financial health and commitment to shareholders. Recognized among India''s top 1,000 listed companies, NPST solidified its market standing. Expansion into offline payments and strategic enhancements in leadership and internal operations further positioned NPST for future growth and innovation in the digital payments sector, emphasizing their

FINANCIAL PERFORMANCE

Our Company has generated revenue from its operations amounting to Rs. 12,751.16/- Lakhs in FY 2023-24 as compared to Rs. 4,078.69/- in FY 2022- 23. The total revenue year on year percentage has increased by 212.62%.

The net profits of the Company have also increased to Rs.2,670.64/- from Rs. 652.09/- which has given year on year yield 309. 55%. 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 2023-24.

DIVIDEND

No dividend has been declared by the company for the Financial year ending 31^st March, 2024. This strategic decision is driven by a forward-looking approach to retain earnings within the business, facilitating expansion through internal accruals. This move is aimed at bolstering the company''s growth prospects and fortifying its market position.

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 2023-24, the capital structure of the company is: -

1. Authorized Share Capital

The Authorised Share Capital of the Company as on 31^st March, 2024 stands at Rs. 25,00,00,000/-(Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two crore fifty lakh) Equity shares of Rs. 10/- each.

During the year 2023-24, the authorized share capital increased from Rs. 7,50,00,000 (Rupees seven crores fifty lakhs only) divided into 75,00,000 (Seventy-five lakhs) equity shares of Rs. 10 (Rupees ten only) each to Rs. 25,00,00,000 (Rupees twenty-five crore only) divided into 2,50,00,000 (Two crore fifty lakh) equity shares of Rs. 10 (Rupees ten only) each at the shareholders meeting dated 22^nd January, 2024

2. Paid-up Share Capital

The Paid-up Share Capital of the Company as on 31^st March, 2024 stands at Rs. 19,38,60,000/-(Rupees Nineteen Crores Thirty-Eight Lakhs Sixty Thousand Only) divided into 1,93,86,000 (One crore ninety-three lakhs eighty-six thousand only) equity shares of Rs. 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

The members of the Company in the general meeting held on 22^nd January, 2024 consented the issue of bonus shares in the ratio of 2:1 i.e. two bonus equity shares of Rs. 10 each for every one fully paid equity share of Rs. 10 each in order to capitalize the reserves and surplus account of the Company amounting to Rs. 12,92,40,000 (Rupees twelve crores ninety-two lakhs forty thousand only).

The Board of Directors'' in their meeting held on 06^th February, 2024 allotted 1,29,24,000 equity shares i.e. One crore twenty-nine lakh twenty-four thousand equity shares as Bonus Shares as consented by the members of the Company in the General meeting considering 02^nd February, 2024 as the record date in the ratio of 2:1 i.e., 2 (Two) new bonus equity shares for every 1 (One) existing equity shares held as per the list of allottees.

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 2o23-24.

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 current reporting period, the Nomination and Remuneration Committee meeting convened on 05^th July, 2024, and 23^rd August, 2024, the committee sanctioned the grant of a total of 50,900 shares and 10,000 shares to selected employees respectively.

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 2023-24.

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^th 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 Rs. 500,000/-divided into

50.000 equity shares of Rs. 10/- each. It''s issued, subscribed and the paid - up equity share capital is Rs. 1,00,000/- divided into

10.000 equity shares of Rs. 10/- each. The shareholding pattern of SSK as on 31/03/2024 is as mentioned below:

Board of Directors of SSK

Boards of Directors of SSK as on 31/03/2024:

• Deepak Chand Thakur

• Ashish Aggarwal

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^rd November, 2023 bearing Corporate Identification Number U62099MH2023PTC413277 issued by Registrar of Companies, Mumbai.

Capital Structure and Shareholding Pattern

The authorized share capital is rupees 7,50,00,000/-divided into 75,00,000 equity shares of Rs. 10/- each. It''s issued, subscribed and the paid - up equity share capital is Rs. 5,00,00,000/- divided into 50,0o,000 equity shares of Rs. 10/- each. The shareholding pattern as on 31/03/2024 is as mentioned below:

Board of Directors

Board of Director as on 31/03/2024:

• 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 Limitedis mentioned in AOC-1 annexed to this report as Annexure-II.

REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed M/s 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

Composition of Board of Directors:

Our Company comprises of Six (6) Directors as on 24^th January, 2024, including three (3) Executive Directors and three (3) Non-Executive Directors out of which two (2) are Independent Directors. A vacancy in Board was created on 25^th January, 2024, after resignation of Mr. Apurva Chamaria (DIN: 07408982) leading to five (5) Directors including (3) Executive Directors and Two (2) Non-Executive Directors who are also Independent Directors. The Company filled the vacancy within 3 months from the date of vacancy by appointing an Independent Director, Mr. Ram Nirankar Rastogi (DIN:07063686) on 12^th April, 2024.

The Board structure of the Company comprises of following Directors and KMP as on 31/03/2024.

None ot the Directors on the Board ot the Company as stated above for the Financial Year ended 31^st March, 2024 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, Mr.Deepak Chand Thakur(DIN: 06713945), got appointed as Chairman and Director (Executive Category) on the board w.e.f 20^th October, 2020, is liable to get retire by rotation at the ensuing 11^th AGM, and being eligible to get re-appointed as Director of the Company in 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 Independent Non-Executive Director on Board for a term of 5 (five) consecutive years, in the Extra-Ordinary General meeting held on 20^th October, 2020. Mrs. Panchi Samuthirakani (DIN:

09205373) was appointed as Independent Non-Executive Director on 25^th September, 2023, for a term of 5 years.Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as Independent Non-Executive Director on 12^th April, 2024, for a term of 5 years.

Managing Director, CFO and CS

Mr. Deepak Chand Thakur was appointed as Chairman and Managing Director and Mr. Ashish Aggarwal was appointed as Joint Managing Director of the Company with effect from 20^th October, 2020 for a term of five years.

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

Mrs. Manali Rushang Ved, M.No. A62091, has resigned from the post of Company Secretary & Compliance Officer of the Company with effect from 29^th February, 2024.

Mrs. Chetna Chawla, M.No: A64291 has been appointed as Company Secretary & Compliance Officer of the Company with effect from 21^st 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 Section149(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.

During the year, the Board meetings were held on the following dates as mentioned in the table:

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 29^th February, 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.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programs by Chairman, Managing Director and Senior Management.

All Independent Directors were present at the meetings of Independent Directors held on 29/02/2024.

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/policies/

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 ("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 formed vide resolution passed at the meeting of the Board of Directors held on 05^th November, 2020. The Audit Committee comprised of 3 members as on 31^st March, 2024. The Company Secretary and Compliance Officer will serve as the Secretary of the Committee. The composition of the Audit committee as on 31^st March, 2024, is as follows:

Further, Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as a member of Audit Committee on 24^th April, 2024.

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

2. Nomination and Remuneration Committee:

Nomination and Remuneration Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 05^th November, 2020. The Nomination and Remuneration Committee''s composition meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR "Regulations" 2015. The Members of the Nomination Committee possesses sound knowledge/expertise/exposure. The Committee comprised of 3 members as on 31^st March, 2024. The Company Secretary and Compliance Officer will serve as the Secretary of the Committee. The composition of the Nomination & Remuneration committee as on 31^st March, 2024, is as follows:

Further, Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as a member of Audit Committee on 24^th 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. Stakeholder''s Relationship Committee:

We constituted a Shareholder/Investors grievance committee ("Stakeholders'' Relationship Committee") to redress complaints of the shareholders. The Stakeholders'' Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 05^th November, 2020.The Stakeholders Relationship Committee meets with the requirement of the Section 178 of the Companies Act, 2013, and Regulation 20 of the SEBI LODR "Regulations" 2015. The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The Committee comprised of 3 members as on 31^st March, 2024. The Company Secretary and Compliance Officer will serve as the Secretary of the Committee. The composition of the Stakeholder''s Relationship Committee as on 31^st March, 2024 is as follows:

During the year under review, the said Committee of the Company met one time and the details are 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^st March, 2024, 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^st March, 2024 and of the profit and loss of the Company for that period;

c) The Directors had 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 had prepared the annual accounts on a ''going concern'' basis;

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

f) 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.

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 Statutory Auditor of the Company, in the 7^th (Seventh) Annual General Meeting held on 24^th December, 2020, to hold office for a term of five years till the conclusion of 12^th (Twelfth) Annual General Meeting to be held in the year 2025.They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

As required under the provisions of Section 139 of The Companies Act, 2013, the company has obtained a written consent and certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of The Companies Act, 2013.

Therefore, being eligible, the Board of Directors has appointed M/s Keyur Shah & Co. as Statutory Auditors.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by Ministry of Corporate

Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

Secretarial Auditor

Pursuant to provision 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 the financial year 2023-24 in the meeting of the board of directors held on 03^rd May, 2024.

The Secretarial Audit Report for the financial year ended 31^st March, 2024, 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 03/05/2023 had appointed M/s RVA & Associates LLP, Chartered Accountant, Mumbai(M.No.:115003W), as Internal Auditors to conduct Internal Audit for the financial year 202324.

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 and undertakings are in full accord with the stipulations of Section 135 of the Act. 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^st March, 2024, the Company ranks among the top 1000 listed entities. 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^nd July, 2024, and the details of its formation are available on the Company''s website.

The composition of the Stakeholder''s Relationship Committee as on 31^st March, 2024 is as follows:

Furthermore, during the current reporting period, the board has not discerned any elements of risk of a magnitude that might jeopardize the company''s existence.

Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company which are available for the access on our website https://www.npstx.com/investor-desk/policies/

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The members of the Company in its Extra-Ordinary General Meeting held on 05^th July, 2024, approved the Company to create, offer, issue and allot upto 16,00,000 (Sixteen Lakh Only) equity shares of the Company of face value 10/- each by way of Qualified Institutional Placement (QIP) in one or more tranches, through issue of placement document/ or other permissible/ requisite offer document to one or more eligible investors, including Qualified Institutional Buyers ("QIBs") within the meaning prescribed under SEBI ICDR Regulations pursuant to a Qualified Institutional Placement ("QIP") in accordance with Chapter VI of the SEBI ICDR Regulations, as may be decided by the Board in its discretion and permitted under applicable laws and regulations and an "Offer for Sale" of upto 7,05,000 (Seven Lakh Five Thousand Only) equity shares by the promoters and other selling shareholders of the company on a private placement basis in accordance with Chapter VI of the SEBI ICDR Regulations.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the F.Y. 2023-24, 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 Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company but the Company adheres to good corporate practices at all times.

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^st March, 2024, 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

Company has not given any loan, guarantee or provided security in connection with a loan and had not made any investment under the Section 186 of the Companies Act, 2013 during the F.Y. 2023-24.

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 F.Y. 2023-24, the Company has not received/ borrowed any amount from its Directors or their Relatives.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However, aspirations of employees in Company remain to be high. This is a challenge as only growth can fulfill these aspirations and in today''s market scenarios one has to perform extraordinarily to achieve growth.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed

to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company''s commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being.

Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

VIGIL MECHANISM & WHISTLE BLOWER

The company has established a Whistle Blower Policy which also incorporates a Vigil Mechanism in terms of the SEBI (LODR) Regulations, 2015 for Directors and employees commensurate to the size and the business of the Company to promote ethical behaviors, actual or suspected fraud or violation of our code of conduct and ethics. Under the said mechanism, the employees are free to report violations of applicable laws and regulations and the code of conduct. It also provides for adequate safeguards against the victimization of persons who use such mechanism.

The Whistle Blower Policy of the Company is also available on the website of the company at the 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.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company has zero tolerance towards sexual harassment of Women at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of Women at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under. The policy is also available on the website of the company at the link https://www.npstx. com/investor-desk/policies/

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

a) Number of complaints pending at the beginning of the year: NIL

b) Number of complaints received during the year: NIL

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

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

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.

GENERAL

The overview of the industry and important changes in the industry during the last yearis mentioned in the annual report.

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.

All the material changes, commitments affecting the financial position of your Company between the end of financial year (March 31, 2024) and the date of report 22.07.2024 has been mentioned in the Board Report.

ACKNOWLEDGEMENT

Your 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.

STATE OF COMPANY''S AFFAIRS
Business Operations

NPSTis a Fintech Company focusing on Digital
Payment Solutions like UPI, IMPS, Mobile Banking
& Wallets to Banks and Payment Companies. The
Company operate as "NPCI Approved Merchant
PSP" digitizing Merchant acquiring space under
the brand name of "TimePay".

Currently the company is providing its services
under two verticals i.e., Technology Service
Provider (TSP) and Third-Party Payment
Application provider (TPAP). We are also in the
business of providing smart transaction and
merchant management solution for micro, small
and medium enterprise. Our Company is certified
with ISO 9001:2015 for delivering Quality
products, ISO 27001:2013 ensuring information
security and CMMI Level 3 for software & mobile
solutions platform process improvement.

Financial Performance

Our Company has generated revenue from its
operations amounting to Rs.4078.69/- Lakhs in FY
2022-23as compared to Rs. 1916.18/- in FY 2021¬
22. The total revenue year on year percentage has
increased by 112.85%.

The net profits of the Company have also
increased to Rs. 652.09/- from Rs. 149.00/- which
has given year on year yield 337. 64%. 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 2022-23.

DIVIDEND

No Dividend has been declared by the company
for the year ended March 31, 2023 with a
futuristic approach to retain the earnings in the
business for expansion from internal accrual for
the growth of the company and strengthen the
company''s position in the market.

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 2022-23, the capital
structure of the company is:

1. Authorized Share Capital

The Authorised Share Capital of the company is
Rs. 75,000,000/-(Rupees Seven Crores Fifty
Lakhs Only) divided into 7,500,000 (Seventy-Five
Lakhs) Equity Shares of Rs. 10/- each.

2. Paid-up Share Capital

The Paid-up Share Capital of the company is Rs.
64,620,000/-(Rupees Six Crores Forty-Six Lakhs
Twenty Thousand Only) divided into 6,462,000
(Sixty-Four Lakhs Sixty-Two Thousand Only)
Equity Shares of Rs. 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 Financial Year no shares were issued
to existing shareholders as Bonus Shares under
any Bonus Issue.

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 2022-23.

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 current reporting period, the
Company introduced Khushiyowala ESOP -
"NPST ESOP 2023" scheme with an intent to
reward the Employees for association,
dedication, and contribution to the goals of the
Company. The Company progresses towards
transition from an only owner/management
group to an employee-owned management
team all together.NPST puts a foot forward
rewarding its employees via announcing NPST
ESOP 2023Scheme, which got approved at the
meeting of shareholders at the EGM held on
27thMarch 2023.

The Nomination and Remuneration Committee
of the Board of Directors (NRC) of the Company,
inter alia administers and monitors the NPST
ESOP 2023 of the Company in accordance with
applicable SEBI regulations.

The disclosure relating to the Scheme and
other relevant details are posted in investor
desk>notices & announcement section on the
Company''s website or link:
https://www.npstx.com/investor-desk/notices-
announcement/ .

No stock options were granted or vested during
the year under report.The disclosure as
required under Regulation 14 read of the 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.

10. Splitting/Sub Division of shares

No splitting/ sub division of shares was done
during the financial year 2022-23.

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

Company does not have any Associate Company/
Joint Venture, however, has one Subsidiary
namely "SSK Citizen Services Private Limited" in

which our company holds 99.80% as on
31/03/2023.

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
April 20, 2015 bearing Corporate Identification
Number U72300MH2015PTC263632 issued by
Registrar of Companies, Mumbai

? Registered Office

The Registered Office is situated at Off No.
427/428/429, A - Wing, NSIL, Lodha Supremus
II,Road No. 22 Wagle I.E. Thane - 400604,
Maharashtra, India.

? Main Objects of SSK

? To Undertake and carry on, whether in India
or elsewhere, the business of, in or relating
to and to offer or render consultancy,
Software development and technology
services, Mobile service and developments,
technology based infrastructure and other
services like Business process outsourcing
across sectors and channels in or relating to
the area of eGov, Power, Education, Financial
Inclusion, Remittance, BFSI, Health,
Financial, Government, Solar, Fast Moving
Consumer goods (FMCG) Business, and
Power (energy) along with distribution,
information technology including computer
hardware, systems integration, software
and solutions, such as but without prejudice
to the generality of the foregoing, telecom,
datacom, system integration and
networking, electronic media, ERP, e
commerce, electronic communication and
trading internet, intranet, client server
technology, and web or internet related
techniques, solutions or products, and to
distribute and publish electronic
information, product and services in all their
branches and of any kind, nature and
description, and further to establish, run
and/ or manage, whether in India or abroad,
data processing, data mining, data storage,
data extraction and transcription centers.

? To provide sales, service, trading &
distribution of all services and products and
appointment of retails franchisee &
distributors for delivery of all types of
services & products.

? To carry on the business of soliciting or
procuring insurance business as a corporate
agent or Sub agent for general and life
insurance companies and to receive
commission or remuneration from the
insurance business so procured.

? To provide training, skilling, content
development & creation, program
management, knowledge solutions, survey,
study & analytics, event management,
research, recruitment and HR related
services, providing and taking personnel/
consultants/ human resources to/from
other organizations, Institution etc.

? To issue, implement, undertake, assist,
facilitate, offer, distribute or otherwise
promote, undertake any value added services
schemes and projects including but not
limited to issue a mobile or any pre - paid cash
wallet, prepaid card and or cash card to
consumers, retailer & distributors and setting
up a payment and settlement systems,
support a bank in issuing "card present", credit
and debit cards on phone, or direct debit
facility on mobile phone, to provide
informational and transactional facilities and
solutions to consumers, retailers &
distributors for making payment for all goods
and services, carry on any services and sales in
India or abroad.

? Capital Structure and Shareholding
Pattern of SSK

The authorized share capital of SSK is Rs.
500,000/-divided into 50,000 equity shares of
Rs. 10/- each. It''s issued, subscribed and the
paid - up equity share capital is Rs. 1,00,000/-
divided into 10,000 equity shares of Rs. 10/-
each. The shareholding pattern of SSK as on
31/03/2023 is as mentioned below:

? Board of Directors of SSK

Boards of Directors of SSK as on 31/03/2023:

? Deepak Chand Thakur

? 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") is mentioned in AOC-1 annexed
to this report as Annexure-II.

REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed M/sLink Intime India Private Limited as its Registrar & Share Transfer Agent.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Allcontracts/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 F.Y. 2022-23:

Mr. Apurva Chamaria (DIN: 07408982) was appointed as Additional Director under Non-Executive category
on the board of the company w.e.f. June 2, 2023. His tenure will expire at the ensuing Annual General
Meeting. The board of directors has recommended his appointment as Director of the company to the
members in the ensuing AGM.

Further, Mrs. Renu Shyam Sunder Vashist, Non-Executive Director (DIN: 08845912) have tendered her
resignation w.e.f. 23.08.2023 & Mr. Rajiv Kuma Aggarwal, Independent Director (DIN: 01784236) have
tendered his resignation w.e.f. 24.08.2023

V Composition Of Board of Directors:

During the F.Y. 2022-23, our Company comprises of Six (6) directors on our Board including Two (2)
Executive Directors and Four (4) Non-Executive Directors out of which Two (2) are Independent
Directors. Our Board also has One (1) Women director.

The Board structure of the Company comprises of following Directors and KMP as on 31/03/2023.

None of the Directors on the Board of the Company as stated above for the Financial Year ended
31stMarch, 2023 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

V 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,
Mr. Gaurav Chowdhry (DIN: 02695010), got appointed as Nominee Director (Non-ExecutiveCategory) on
the board w.e.f27thApril, 2021, is liable to get retire by rotation at the ensuing 10thAGM, and being eligible to
get re-appointed as Director of the company in the ensuing AGM of the company. Accordingly, requisite
resolution shall form part of the Notice convening the AGM.

V Independent Directors

Mr. Rajiv Kumar Aggarwal and Mr. Abhishek Mishra were appointed as Independent Non-executive
Directors on Board for a term of 5 (five) consecutive years, in the Extra-Ordinary General meeting held on
20/10/2020.

V Managing Director, CFO and CS

Mr. Deepak Chand Thakur was appointed as Managing Director and Mr. Ashish Aggarwal was appointed as
Joint Managing Director of the Company with effect from 20/10/2020 for a term of five years and has been
handling the management of the company utmost efficiency.

Mr. Inder Kumar Naugaiwas appointed as the Chief Financial Officer (CFO) of the company w.e.f26/08/2020
as per the provisions of The Companies Act 2013.He handles finance and accounts of the company.

Mrs. Shreya Agarwal, M.No.A59432has resigned from the post of Company Secretary cum Compliance
Officer of the company w.e.f. 14/11/2022.

Mrs. Manali Rushang Ved, M.No: A62091 has been appointed as Company Secretary cum Compliance
Officer of the company with effect from 14/11/2022.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as
specified under Section149(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.

During the year, the Board meetings were held on the following dates as mentioned in the table:

MEETINGS OF INDEPENDENT DIRECTORS

In Compliance with the Companies Act, 2013 and Secretarial Standardsissued 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 11/11/2022.

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.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its
operations and also about his/her role and duties through presentations/programmes by Chairman,
Managing Director and Senior Management.

All Independent Directors were present at the meetings of Independent Directors held on 11/11/2022.

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 attached as Annexure-V to this Report and the same is also available on the website of
the Company at the link https://www.npstx.com/investor-desk/policies/

COMMITTEES OF THE BOARD

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

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders'' Relationship Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the
year are provided in Annexure-VI.

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 March 31,2023, 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 March 31,2023 and of the profit and loss of the Company for that period;

c) The Directors had 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 had prepared the annual accounts on a ''going concern'' basis;

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

f) 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

AUDITORS OF THE COMPANY

? Statutory Auditors

M/s Keyur Shah & Co.,Chartered Accountants, Ahmedabad (Firm Registration No.:141173W),were

appointed as Statutory Auditor of the Company, in the 7th (Seventh) Annual General Meeting held on
24/12/2020 to hold office for a term of five years till the conclusion of 12th (Twelfth) Annual General
Meeting to be held in the year 2025.They have confirmed their eligibility to the effect that their re¬
appointment, if made, would be within the prescribed limits under the Act and that they are not
disqualified for re-appointment.

As required under the provisions of Section 139 of The Companies Act, 2013, the company has obtained
a written consent and certificate from the abovementioned Auditors to the effect that they confirm with
the limits specified in the said Section and they had also given their eligibility certificate stating that they
are not disqualified for appointment within the meaning of Section 141 of The Companies Act, 2013.

Therefore, being eligible, the Board of Directors has appointed M/s Keyur Shah & Co. as Statutory
Auditors.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7thMay, 2018 by
Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at
every AGM.

? Secretarial Auditor

Pursuant to provision 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¬
enactments) 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 the financial year 2022-23 in the meeting of the board of directors held on
August 29, 2022.

The Secretarial Audit Report for the financial year ended March 31,2023 is annexed to this Reportas
Annexure-VIII.

? 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 23/04/2021 had appointed M/s RVA & Associates LLP,
Chartered Accountant, Mumbai (M.No.:115003W), as Internal Auditors to conduct Internal Audit for
the financial year 2021-22 and 2022-23.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the company confirms that the provisions of Section 135(1) of The Company Act,
2013 is not applicable to the company for the Financial Year 2022-23.

RISK MANAGEMENT POLICY

The company operates in conditions where economic; environment and social risk are inherent to its
businesses. In managing risk, it is the Company''s practice to take advantage of potential opportunities while
managing potential adverse effects. As per the requirement of Section 134(3)(n) of The Companies Act, 2013
read with the rules made there under, if any, Board has framed a very comprehensive Risk Management
Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the
Company, which in the opinion of the Board may threaten the existence of the Company. The objective of
the policy is to make an effective risk management system to ensure the long-term viability of the
Company''s business operations.

Further, during the current reporting period, the board does not identify any elements of risk of such
magnitude which may threaten the existence of the company.

Although the Company has adopted the policy regarding the assessment of the risk and its updates are
provided to the senior management of the Company the process for the mitigation of the risk is defined
under the risk management policy of the company which are available for the access on our website
https://www.npstx.com/investor-desk/policies/

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls, which impact the financial
statements. The financial controls are tested for operating effectiveness through ongoing monitoring and
review process of the management. In our view the Internal Financial Controls, affecting the financial
statements are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

The Company introduced Khushiyowala ESOP - "NPST ESOP 2023" scheme as approved by the members of
the company at the extra ordinary general meeting held on March 27, 2023 with an intent to reward the
Employees for association, dedication, and contribution to the goals of the Company.

The Nomination and Remuneration Committee of the Board of Directors (NRC) of the Company, inter alia
administers and monitors the NPST ESOP 2023 of the Company in accordance with applicable SEBI
regulations.

Further the Committee has approved the grant of 55900 (Fifty Five Thousand Nine Hundred) options in the
meeting held on July 6, 2023 and 10000 (Ten Thousand) options in the meeting held on August 23, 2023 at
the exercise price of Rs. 10/- (Rupees ten only) to the eligible employees of the company

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the F.Y. 2022-23, 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 Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not
applicable to the company but the Company adheres to good corporate practices at all times.

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 March 31,2023, will be available on the
website of the Company at https://www.npstx.com/investor-desk/annual-return/ 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

Company has not given any loan, guarantee or provided security in connection with a loan and had not
made any investment under the Section 186 of The Companies Act, 2013 during the F.Y. 2022-23.

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-IX.

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 F.Y. 2022-23, the Company has not received/ borrowed any amount from its directors or their
Relatives.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that its continued growth is
dependent uponthe ability to attract and retain quality people. The Company also recognizes the
importance of providing training and development opportunities to its people to enhance their skills and
experiences, which in turn enables the company to achieve its business objectives. The morale of
employees continued to remain high during the year contributing positively to the progress of the
Company. However, aspirations of employees in Company remain to be high. This is a challenge as only
growth can fulfill these aspirations and in today''s market scenarios one has to perform extraordinarily to
achieve growth.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your
Company is committed to respect universal human rights. To that end, the Company practices and seeks to
work with business associates who believe and promote these standards. The Company is committed to
provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and
environment. The Company provides opportunities to all its employees to improve their skills and
capabilities. The Company''s commitment extends to its neighboring communities to improve their
educational, cultural, economic and social well-being.

Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion,
nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability
not affecting the functional requirements of the position held.

VIGIL MECHANISM & WHISTLE BLOWER

The company has established a Whistle Blower Policy which also incorporates a Vigil Mechanism in terms of
the SEBI (LODR) Regulations, 2015 for directors and employees commensurate to the size and the business
of the company to promote ethical behaviors, actual or suspected fraud or violation of our code of conduct
and ethics. Under the said mechanism, the employees are free to report violations of applicable laws and
regulations and the code of conduct. It also provides for adequate safeguards against the victimization of
persons who use such mechanism.

The Whistle Blower Policy of the Company is also available on the website of the company at the 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-X to this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our Company is an equal opportunity provider and believes in providing opportunity and key positions to
women professionals. At the same time, it has been an Endeavour of the Company to support women
professionals through a safe, healthy and conducive working environment by creating and implementing
proper policies to tackle issues relating to safe and proper working conditions for them.

The Company has zero tolerance towards sexual harassment of Women at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment of Women at Workplace in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the rules there under. The policy is also available on the website of the company at the link
https://www.npstx.com/investor-desk/policies/

The Company has complied with the provisions relatingto the constitution of the Internal Complaints
Committee as per the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal)
Act, 2013.

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

a) Number of complaints pending at the beginning of the year: NIL

b) Number of complaints received during the year: NIL

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

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

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.

GENERAL

The overview of the industry and important changes in the industry during the last year is mentioned on
page no. [16] of the annual report.

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.

All the material changes, commitments affecting the financial position of your Company between the end of
financial year (March 31, 2023) and the date of report (24.08.2023) has been mentioned in the board report.

CFO CERTIFICATION

The company has obtained Compliance Certificate from Mr. Inder Kumar Naugi, Chief Financial Officer of
the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, for the financial year 2022-23 attached as Annexure-XI to this Report.

ACKNOWLEDGEMENT

Your 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 Limited

Sd/-

Deepak Chand Thakur

Date: 24.08.2023 Chairman and Managing Director

Place: Thane DIN: 06713945