Directors Report of One Mobikwik Systems Ltd.

Mar 31, 2025

The Board of Directors of your Company are pleased to present their Report, together with the Audited Financial Statements
(Standalone & Consolidated) for the financial year ended on March 31, 2025.

A. FINANCIAL PERFORMANCE & COMPANY AFFAIRS

i. FINANCIAL HIGHLIGHTS

Your Company''s performance during the financial year ended on March 31, 2025, along with previous year''s figures is
summarized below:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	11,639.79	8,669.79	11,701.74	8,750.03
Other Income	304.02	169.92	223.16	153.12
Total Income	11,943.81	8,839.71	11,924.90	8,903.15
Employee Benefit Expenses	1,652.29	1,143.46	1702.35	1,159.74
Other Expenses	11,062.24	7,339.69	11,016.54	7,371.21
Total Expenses	12,714.53	8,483.15	12,718.89	8,530.95
Earnings before interest, tax, depreciation and amortisation (EBITDA)	(770.73)	356.56	(793.99)	372.20
Finance Costs	313.78	224.03	272.96	188.25
Depreciation and amortisation expenses	128.65	43.11	128.66	43.15
Profit/(Loss) before exceptional items and tax	(1,213.16)	89.42	(1,195.61)	140.80
Exceptional item expense/(credit)	-	-	-	-
Profit/(Loss) before Tax	(1,213.16)	89.42	(1,195.61)	140.80
Total Tax Expenses / (Credit)	10.50	-	19.68	(0.01)
Profit/(Loss)for the year	(1,223.66)	89.42	(1,215.29)	140.79
Other Comprehensive(loss)/ income for the financial year	(9.60)	4.18	(10.40)	4.03
Total Comprehensive income/(loss) for the financial year	(1,233.26)	93.60	(1,225.68)	144.82
Earnings/(Loss) per Equity Share (H)	(19.40)	1.56	(19.27)	2.46

The standalone and consolidated financial statements
of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the
Indian Accounting Standards as notified by the Ministry
of Corporate Affairs and as amended from time to
time. The above figures are extracted from the audited
standalone and consolidated financial statements of the
Company. The amount shown in bracket () in the above
table are negative in value.

We are glad to inform that the total income for the year
grew to H 11924.90 million during the year under review
as against H 8,903.15 million during the previous financial
year, resulting in a growth of 34%

Further, during the year under review, your company is
successfully listed on the stock exchanges namely BSE
Limited and National Stock Exchange of India Limited on
December 18, 2024.

ii. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the
Reserves for the year under review.

iii. DIVIDEND

In view of the loss for the year, the Board of Directors
did not recommend any dividend for the financial year
ended March 31, 2025.

Further, pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), the Company adopted
the Dividend Distribution Policy and the same is available
on the website of the Company at https://www.mobikwik.

com/ir/policies

iv. STATE OF COMPANY’S AFFAIRS

Information and Data pertinent for proper appreciation of the state of affairs of a company are mentioned below: -

Sr. No.	Particulars	Remarks
1.	Segment-wise position of business and its operations	The segment wise reporting can be accessed at Note no. 32 of the Consolidated Financial Statements of the Company.
2.	Change in status of the Company	The Company is a public listed company effective December 18, 2024 and the shares of the Company are traded on BSE Limited and National Stock Exchange of India Limited.
3.	Material changes/ commitments of the Company	No material changes/commitments of the Company have occurred after the end of the financial year 2024-25 and till the date of this report, which affects the financial position of your Company.
4.	Nature of Business	During the year under review, there has been no change in the nature of business of the Company.

B. SHARE CAPITAL

i. AUTHORISED SHARE CAPITAL

During the Financial Year 2024-25, the Company increased its Authorised capital as below:

Authorised Capital as on March 31, 2024	H 34,32,28,190/-
Increase in Authorised Capital (Equity Shares) through Postal Ballot dated March 06, 2025	H 4,00,00,000/-
Authorised Capital as on March 31, 2025	H 38,32,28,190/-

The Authorised Share Capital of the Company is
H 38,32,28,190/- (Rupees Thirty-Eight Crore Thirty-Two
Lakh Twenty-Eight Thousand One Hundred & Ninety
Only) divided into 10,00,00,000 (Ten Crore) Equity Shares
of H 2/- (Rupees Two) each, 1,56,899 (One Lac Fifty-Six
Thousand Eight Hundred Ninety-Nine) Compulsory
Convertible Cumulative Preference Shares of H 10/-
(Rupees Ten) each and 18,16,592 (Eighteen Lacs Sixteen
Thousand Five Hundred Ninety-Two) Compulsory
Convertible Cumulative Preference Shares of
H 100/- (Rupees One Hundred) each.

ii. EQUITY SHARE CAPITAL

During the Financial Year 2024-25, the Company allotted
2,05,01,792 equity shares under Initial Public Offering
on December 16, 2024 at an Issue price of H 279 per
Equity Share wherein H2 is the face value and H 277 is
the premium per Equity Share.

The issued, subscribed and paid-up Equity Capital of
the Company as on March 31, 2025 is H 15,53,72,626
consisting of 7,76,86,313 equity shares having face
value of H2/- each

iii. PREFERENCE SHARE CAPITAL

During the Financial Year 2024-25, there is no change in
the Preference Share Capital of the Company.

C. EMPLOYEE STOCK OPTION SCHEME

The Company established the Employee Stock Option
Scheme, 2014 (ESOP Scheme) which was approved by
the shareholders vide their Special Resolution dated
August 05, 2014. Under the ESOP Scheme, the Company
is authorized to issue upto 45,64,260 fully paid-up
Shares in the Company of face value of H 2/- each with
each such Option conferring a right upon the Eligible
employee to apply for one share of the Company.

Post IPO of equity shares of the Company, ESOP Scheme
has been ratified confirmed and amended, as per the
requirements of Regulation 12(1) of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(“SEBI SBEB Regulations 2021”), by the Members of the
Company through Postal Ballot on March 06, 2025.

The information required to be disclosed pursuant to the
Companies (Share Capital and Debentures) Rules, 2014
is given below:

Particulars	Details
(a) Options outstanding at the beginning of the financial year	26,49,039
(b) Options granted during the financial year;	3,69,447
(c) Options vested at the end of financial year;	23,38,530
(d) Options exercised during the financial year;	Nil
(e) The total number of shares arising as a result of exercise of options during the financial year;	Nil
(f) Options lapsed during the financial year;	1,30,949
(g) The exercise price;	As per grant letter
(h) Variation of terms of options;	During the year under review, no variation of terms of options.
(i) Money realized by exercise of options;	Nil

Particulars		Details
(j)	Total number of options in force at the end of financial year;	28,87,537
(k)	Employee wise details of options granted to; -
	(i) key managerial personnel;	NIL
	(ii) any other employee who receives a grant of	During the year under review, the Company has granted
	options in any one year of option amounting to	1,10,000 ESOPs to Mr. Ankur Jaipuria, 33,482 ESOPs to
	five percent or more of options granted during	Mr. Prameet Patnaik, 33,482 ESOPs to Mr. Gaurav Nayyar,
	that year.	22,321 ESOPs to Mr. Saurabh Dwivedi and 27,902 ESOPs to Mr. Anand Kumar, each amounting to more than five percent of options granted during the reported financial year.
	(iii) identified employees who were granted option,	During the year under review, the Company has not granted
	during any one year, equal to or exceeding	ESOPs equal to or exceeding one percent of the issued
	one percent of the issued capital (excluding	capital (excluding outstanding warrants and conversions) of
	outstanding warrants and conversions) of the company at the time of grant;	the company at the time of grant.

D. DIRECTORS & KEY MANAGERIAL PERSONNEL

i. BOARD OF DIRECTORS

As on March 31, 2025, the Board of the Company consist of the following Seven (7) members:

Sr. No.	Name of Director	Designation
1.	Ms. Upasana Rupkrishan Taku	Chairperson, Whole Time Director and Chief Financial Officer (CFO)
2.	Mr. Bipin Preet Singh	Managing Director and Chief Executive officer (CEO)
3.	Ms. Punita Kumar Sinha	Independent Director
4.	Ms. Sayali Karanjkar	Independent Director
5.	Mr. Navdeep Singh Suri	Independent Director
6.	Mr. Raghu Ram Hiremagalur Venkatesh	Independent Director
7.	Mr. Vineet Bansal	Non-executive, Non-Independent, Nominee Director

In accordance with the provisions of the Companies Act,
2013, Ms. Upasana Rupkrishan Taku (DIN: 02979387)
will retire by rotation at the ensuing Annual General
Meeting (AGM), and being eligible, has offered herself
for re-appointment. Your directors recommended
re-appointment of Ms. Upasana for approval of the
Members at the ensuing AGM.

All the Independent Directors of the Company have
confirmed that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act,
2013 along with declaration on compliance with Rule 6(1)
and 6(2) ofthe Companies (Appointment and Qualification
of Directors) Rules, 2014 with respect to their registration
into the data bank of Independent Directors maintained
by Indian Institute of Corporate Affairs. The Board is of
the opinion that all the Independent Directors possess
requisite qualifications, experience, expertise (including
proficiency) and hold highest standards of integrity. For
more details, please refer the Corporate Governance
Report, which forms part of the Annual Report.

Further, in the Extra-Ordinary General Meeting of the
Company held on June 19, 2024, the following re¬
appointments were approved:

• Mr. Bipin Preet Singh was re-appointed as Managing
Director and Chief Executive Officer for a period of
three (3) years, with effect from June 23, 2024, to
June 22, 2027 (both days inclusive).

• Ms. Upasana Rupkrishan Taku was re-appointed as
Whole-Time Director for a period of three (3) years,
with effect from June 23, 2024, to June 22, 2027
(both days inclusive).

• Ms. Punita Kumar Sinha, Ms. Sayali Karanjkar,
Mr. Navdeep Singh Suri, and Mr. Raghu Ram
Hiremagalur Venkatesh were re-appointed as
Independent Directors for a term of three (3) years,
with effect from July 07, 2024, to July 06, 2027
(both days inclusive).

ii. KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in
the Key Managerial Personnel of the Company other
than those mentioned in the sub-clause above.

iii. NUMBER OF BOARD MEETINGS

During the financial year ended on March 31, 2025, the Board met 7 (Seven) times and the gap between two meeting does
not exceed 120 days as prescribed under Companies Act, 2013.

The details of the meetings of the Board and attendance of the Directors at the Board meetings are set out in the Corporate
Governance Report, which forms part of the Annual Report.

iv. COMMITTEES OF THE BOARD

Eight committees of the Board are in place whose compositions are herein under: -

Name of the Committee / Member	Audit Committee	Nomination & Remuneration Committee	Stakeholders’ Relationship Committee	Risk Management Committee	Securities Allotment Committee	Treasury Committee	IPO Committee	CSR Committee
Mr. Bipin Preet Singh	Member	-	-	Member	Member	Member	Member	Chairperson
Ms. Upasana Rupkrishan Taku			Member		Member	Member	Member	Member
Ms. Punita Kumar Sinha	Member	Chairperson	Member	-	-	-	-	-
Ms. Sayali Karanjkar	Chairperson	Member	-	Chairperson	-	-	-	-
Mr. Navdeep Singh Suri	Member	Member	Chairperson	-	-	-	-	Member
Mr. Raghu Ram Hiremagalur Venkatesh		Member		Member
Mr. Vineet Bansal	-	-	-	-	-	-	Member	-
Mr. Saurabh Taneja	-	-	-	-	Member	Member	-	-
Mr. Anand Kumar	-	-	-	-	Member	Member	-	-

During the year under review, recommendations of
the aforesaid Committees were duly accepted by
the Board. The details of the Committees as required
under Schedule V and Regulation 34(3) of SEBI (LODR)
Regulations are set out in the Corporate Governance
Report, which forms part of the Annual Report.

v. COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION

The Remuneration Policy of the Company on
appointment and remuneration of Directors, Key
Managerial Personnel (KMP) & Senior Management, as
prescribed under Section 178(3) of the Companies Act,
2013 is available on the Company''s website at https://
www.mobikwik.com/ir/policies.

The Remuneration Policy includes, inter-alia, criteria for
appointment of Directors, KMPs, Senior Management
Personnel and other covered employees, their
remuneration structure, and disclosure(s) in relation
thereto. There was no change in the Remuneration
Policy, during the year under review.

vi. PERFORMANCE EVALUATION

In line with the requirements of section 134(3)(p) of
the Companies Act, 2013 read with Rule 8(4) of the
Companies (Accounts) Rules, 2014, the Board undertook

a formal annual evaluation of its own performance and
that of its Committees, Directors and the Chairperson.

The Nomination & Remuneration Committee of the Board
in its meeting held on February 07, 2022, approved
the ‘Performance Evaluation Policy'' of the Company
for annual formal evaluation of the performance of the
Board, its committees, of individual Directors and the
Chairperson of the Company. The Committee vide the
said Policy framed questionnaires for evaluation of
performance of the Board as a whole, Board Committees
(viz. Audit Committee, Stakeholders'' Relationship
Committee, Nomination & Remuneration Committee &
Risk Management Committee), Directors (Executive &
Non- Executive) and the Chairperson, on various criteria
outlined in the ‘Guidance Note on Board Evaluation''
issued by The Institute of Company Secretaries of India.

The Directors were evaluated on various parameters
such as Participation in Board / Committee meetings,
Attendance in Board / Committee meetings, Effective
utilisation of knowledge and expertise, Effective
management of relationships with stakeholders, Integrity
and maintaining of confidentiality, Timely disclosure of
Interest and Independence, Independence of behaviour
and judgment and Suggestions and recommendations
to the Company Management based on experience and

expertise knowledge. Similarly, the Board as a whole was
evaluated on parameters which included its composition,
strategic direction, focus on corporate governance, risk
management, financial reporting process, Communication
with the Company''s management etc.

The Independent Directors of the Company convened
a separate meeting on March 18, 2025 in accordance
with the ‘Code of Conduct'' of the Independent
Directors as prescribed under Schedule IV of the
Companies Act, 2013.

A summary report of the feedback of Directors on the
questionnaire(s) was considered by the Nomination &
Remuneration Committee and the Board of Directors.
The Board would endeavour to use the outcome of the
evaluation process constructively, to improve its own
effectiveness and deliver superior performance.

vii. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
your Directors state that:

i. in the preparation of the annual accounts for
the financial year ended on March 31, 2025, the
applicable Accounting Standards have been
followed and there are no material departures;

ii. such accounting policies have been selected and
applied consistently and judgments and estimates
have been made; that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as on March 31, 2025; and of the profit
of the Company for the year ended on March 31, 2025;

iii. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

iv. the annual accounts have been prepared on a
‘going concern'' basis;

v. proper internal financial controls were in place and
that such internal financial controls were adequate
and operating effectively; and

vi. systems have been devised to ensure compliance
with the provisions of all applicable laws,
and that such systems were adequate and
operating effectively.

E. MANAGEMENT’S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”) as amended
from time to time, the Management''s discussion and
analysis is set out in the Annual Report.

F. SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

During the year under review, the Company has
incorporated the following two wholly owned subsidiaries:

1. MobiKwik Securities Broking Private Limited
- Incorporated on March 03, 2025, to carry
on the business of broking, and dealing in
financial instruments including shares, securities,
commodities, currencies, and derivatives.

2. MobiKwik Financial Services Private Limited -
Incorporated on March 13, 2025, to carry on
the business of NBFC (Non-Banking Financial
Company) and financial activities, Further, no
company became or ceased to be the joint ventures
or associate companies of your Company.

As at the end of the reporting period, your Company has
the following wholly owned subsidiary companies namely:

Sr. No.	Particulars	CIN No.
1	Zaak ePayment Services Private Limited	U72300HR2010PTC053765
2	MobiKwik Investment Adviser Private Limited	U67190MH2016PTC273077
3	MobiKwik Credit Private Limited	U65990HR2018PTC074364
4	MobiKwik Finance Private Limited	U65993HR2017PTC070450
5	MobiKwik Securities Broking Private Limited	U66120HR2025PTC129214
6	MobiKwik Financial Services Private Limited	U67190HR2025PTC129636

In terms of the applicable provisions of Section 136 of the Companies Act, 2013, Financial Statements of subsidiary
companies for the financial year ended on March 31, 2025 are available for inspection at the Company''s website at https://
www.mobikwik.com/ir/subsidiary-financials

A report on the performance and financial position of each of the subsidiary companies, in the prescribed Form AOC-1 is
annexed as “Annexure-A”. The ‘Policy for determining Material Subsidiary(ies)'', is available on the Company''s website at
https://www.mobikwik.com/ir/policies.

G. AUDIT & AUDITORS’ REPORT

i. STATUTORY AUDITOR

B S R & Associates LLP, Chartered Accountants (“BSR”), having Firm Registration No. 116231W/W-100024 were appointed
as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years at the 12^th Annual General Meeting of the
Company held on December 31, 2020.

The report of the Statutory Auditor on Annual Financial Statements (Standalone and Consolidated) for the financial
year ended on March 31, 2025, is an unmodified opinion i.e. it does not contain any qualification, reservation, adverse
remark or disclaimer.

During the year under review, the Statutory Auditor reported an instance of fraud to the Audit Committee pursuant to Section
143(12) of the Companies Act, 2013 and the rules made thereunder. A summary of the reported matter is provided below:

a.	Nature of fraud/default/arrest	Misappropriation of Company funds by altering Merchant details
b.	Estimated impact on the listed entity	The amount involved is H 1.26 Crore and the impacted amount has been provisioned in the books of accounts.
c.	Time of occurrence	Between August 2023 to September 2024
d.	Person(s) involved	Mr. Gaurav Sharma (an ex-employee of the Company)
e.	Estimated amount involved (if any)	H 1.26 Crore
f.	Whether such fraud/default/arrest has been reported to appropriate authorities	Yes, complaint filed with the relevant police station in Gurugram and ex¬ employee is in custody.
g.	corrective measures taken by the listed entity on account of such fraud/ default.	• Implementation of SSO (single sign on) login with VPN requirement/2 Factor Authentication for login • Access to the Admin Portals has been significantly restricted • Hourly alerts to authorized persons for changes in sensitive fields including bank account details have been established. • Separate wallet for every business segment has been established for close monitoring of the merchant incentive payouts. • Additional Reconciliation process has been implemented for payouts. • Unutilized merchant incentive amounts is reversed from the respective wallets.

ii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made thereunder, the
Board of Directors had appointed M/s. Surya Gupta &
Associates, Company Secretaries as Secretarial Auditor,
to conduct Secretarial Audit of the Company for the
financial year 2024-25. The Secretarial Audit Report
is annexed herewith as “Annexure-B”. The Secretarial
Audit Report does not contain any qualification,
reservation, or adverse remark.

During the year under review, the Secretarial Auditor
have not reported any instance of fraud to the Audit
Committee pursuant to Section 143(12) of the Companies
Act, 2013 and rules made thereunder, therefore no detail
is required to be disclosed under Section 134(3)(ca) of
the Companies Act, 2013 in this regard.

In compliance with Regulation 24A of SEBI (Listing
Obligations and Discloser Requirements) Regulations,
2015, the Secretariat Audit Report of material subsidiary
Zaak ePayment Services Private Limited is annexed
herewith as “Annexure-C”

iii. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and
the rules framed thereunder, the Board of Directors had
appointed “M/s Ram Vijay & Co, Chartered Accountants”
as the Internal Auditor of the Company for the financial
year 2023-24 and 2024-25.

H. RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into
by the Company with related parties during the year
under review, were in ordinary course of business of the
Company and on arms'' length terms. The related party
transactions were placed before the Audit Committee for
review and/or approval. During the year, the Company
did not enter into any contract/arrangement/transaction
with related party, which could be considered material
in accordance with the Company''s ‘Policy on Materiality
of and dealing with Related Party Transactions'' and
accordingly, the disclosure of related party transactions
in Form AOC-2 is not applicable. The aforesaid Policy
is available on the Company''s website at https://www.
mobikwik.com/ir/policies .

Reference of Members is invited to Note no. 31 of the
Standalone Financial Statements and Note no. 34 of the
Consolidated Financial Statements, which sets out the
related party disclosures as per IND AS-24.

I. UTILISATION OF PROCEEDS OF INITIAL
PUBLIC OFFER (“IPO”)

Pursuant to Regulation 32 of the SEBI Listing
Regulations read with SEBI Master Circular No. SEBI/
HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the

Company confirms that during FY 2024-25, there was
no deviation or variation in the utilization of proceeds
of IPO from the objects stated in the Prospectus dated
December 14, 2024.

The Monitoring Agency Reports for such utilization were
received by the Company from CARE Ratings Limited,
its Monitoring Agency on quarterly basis affirming no
deviation or variation in utilization of the issue proceeds
from the objects stated in Prospectus and are submitted
to the Stock Exchanges.

Details regarding the actual utilization of Net IPO
Proceeds are provided in Note No. 45 of the Standalone
Financial Statements and Note No. 47 of the Consolidated
Financial Statements, which form part of the Annual
Report. Additionally, these disclosures are also included
in the Corporate Governance Report forming part of
the Annual Report.

J. CORPORATE SOCIAL RESPONSIBILITY

(“CSR”)

During the year under review, the Company was
required to formulate a CSR policy and constitute a CSR
committee in compliance with the provisions of Section
135 of the Companies Act, 2013, as it had exceeded the
threshold limits in the previous financial year 2023-24.

The Corporate Social Responsibility (CSR) Policy
adopted by the Company is available on its website at
https://www.mobikwik.com/ir/policies. For further details
regarding the composition and terms of reference of the
CSR Committee, kindly refer to the CSR Policy available
at the aforementioned link.

K. REPORT ON CORPORATE GOVERNANCE

In compliance with Regulation 34 read with Schedule V
of the SEBI Listing Regulations, the Report on Corporate
Governance of the Company forms part of the Annual
Report. A certificate from the Managing Director and
Chief Executive Officer and the Chief Financial Officer
of the Company in terms of Regulation 17 of the SEBI
Listing Regulations, inter-alia, confirming the correctness
of the financial statements and cash flow statements,
adequacy of the internal control measures and reporting
of matters to the Audit Committee, also forms a part of
the Annual Report.

L. RISK MANAGEMENT

Your Company has a robust risk management framework
to identify, evaluate and mitigate business risks. The
key enterprise risks along with mitigation measures
undertaken by the Management are also periodically
reviewed by the Management of the Company. The
Board of Directors of the Company had approved the
‘Risk Management, Assessment and Minimization

Policy'' to formalize a risk management policy within the
Company, the objective of which shall be identification,
evaluation, monitoring and minimization of identifiable
risks. This policy is available on its website of the
Company at https://www.mobikwik.com/ir/policies.

M. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES/ SECURITIES GIVEN

Details of investments made, and loans/ guarantees/
securities given, as applicable, are given in Note no. 6 of
the Standalone Financial Statements and Note no. 7 of
the Consolidated Financial Statements of the Company.

N. DEBENTURE

During the year under review, the Company had not
issued debentures.

O. VIGIL MECHANISM

The Vigil Mechanism, as envisaged in the Companies
Act, 2013 & rules made thereunder, is addressed in the
Company''s “Whistle Blower Policy”. In terms of the Policy,
directors/employees/stakeholders of the Company
may report concerns about unethical behaviour, actual
or suspected fraud or any violation of the Company''s
Code of Conduct and any incident of leak or suspected
leak of Unpublished Price Sensitive Information (UPSI).
The Policy provides for adequate safeguards against
victimization of the Whistle Blower. The Policy is available
on the Company''s website at https://www.mobikwik.
com/ir/policies.

P. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company (Form MGT-7) for the year ended on March
31, 2025 is available on the website of the Company at
https://www.mobikwik.com/ir/meetings.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings & outgo
stipulated under Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed herewith as “Annexure-D”.

R. SECRETARIAL STANDARDS

Your directors state that the Secretarial Standards i.e.
SS-1 and SS-2, relating to ‘Meetings of the Board of
Directors'' and ‘General Meetings'', respectively, have
been duly followed by the Company.

S. HUMAN RESOURCE MANAGEMENT AND RELATED DISCLOSURES
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company adheres to a strict policy to ensure the safety of women employees at the workplace. The Company is fully
compliant with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”) and has constituted an Internal Complaints Committee to redress complaint regarding sexual
harassment. The Company''s policy in this regard, is available on the employee intranet portal.

In accordance with POSH Act, following disclosures are made:

Sr. No.	Particulars	Details
1	Number of complaints of sexual harassment received during the financial year 2024-25.	NIL
2	Number of complaints disposed off during the financial year 2024-25.	NIL
3	Number of cases pending for more than ninety days	NIL
4	Number of workshops or awareness programme against sexual harassment carried out	3
5	Nature of action taken by the employer or District Officer	NIL

COMPLIANCES OF MATERNITY BENEFIT ACT,1961

The Company confirms that it has complied with the
provisions of the Maternity Benefit Act, 1961, including
granting maternity leave, nursing breaks, and protection
against dismissal during maternity leave, as applicable
to eligible employees during the financial year.

PARTICULARS OF EMPLOYEES

The statement containing disclosure of remuneration
under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, as amended, is given in “Annexure D”
forming a part of this report.

T. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

No significant and material orders were passed by any
regulators or courts or tribunals which impact the going
concern status and company''s operations in future.

U. INTERNAL FINANCIAL CONTROLS

Your Board of Directors affirm that the internal financial
controls with reference to financial statements as designed
and implemented by the Company are adequate. During the
year under review, no material or serious observation has
been received from the statutory auditors of the Company
on the inefficiency or inadequacy of such controls.

V. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The details of the proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016
(“IBC”) and their respective status are as follows:

Sr. No. Forum	Opposing Party	Facts/ Status
1. National	M/s.	An Insolvency Petition under Section 9 of the Insolvency and Bankruptcy Code,
Company	Fusion	2016, has been filed by M/s. Fusion Cx Private Limited (formerly known as M/s.
Law	CX	Xplore-Tech Services Pvt. Ltd.) before the Hon''ble National Company Law Tribunal
Tribunal	Private	(NCLT), Chandigarh, against the Company. The dispute originated due to the
(NCLT), Chandigarh	Limited	Company''s termination of its agreement with Xplore-Tech on July 29, 2022, through a termination letter dated May 15, 2023, citing deficiency in services. The matter is currently pending arguments on the issue of maintainability. This dispute pertains to the ordinary course of business and is not expected to have any material impact on the operations or financial position of the Company.

W. GENERAL

Your directors state that no disclosure is required in
respect of the following matters, as there were no
transactions/events in relation thereto, during the
year under review:

1. Details relating to deposits covered under Chapter
V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme
of the Company.

4. Any money received from the Director and
their relatives.

5. A disclosure in respect of voting rights not
exercised directly by the employees in respect
of shares to which the scheme relates as per
prescribed format under Companies (Share Capital
and Debentures) Rules, 2014.

The Company is not required to maintain cost
records as per sub-section (1) of Section 148 of the
Companies Act, 2013.

There was no instance of onetime settlement with any
Bank or Financial Institution.

ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation
for the co-operation extended by all stakeholders,
including government authorities, shareholders,
investors, readers, advertisers, customers, banks,
vendors and suppliers. Your directors also place on
record their deep appreciation of the committed services
of the executives and employees of the Company.

For and on behalf of

One MobiKwik Systems Limited

Bipin Preet Singh Upasana Rupkrishan Taku

Managing Director & CEO Chairperson, Whole-Time Director & CFO

DIN: 02019594 DIN: 02979387

Address: 1^st Floor, Block B, Pegasus One, Address: 1^st Floor, Block B, Pegasus One,

Golf Course Road, Sector-53, Golf Course Road, Sector-53,

Gurugram, Haryana-122003 Gurugram, Haryana-122003

Date: July 31, 2025
Place: Gurugram