Dear Members,
Your Directors are pleased to present the Thirty-first (31st)
Annual Report together with the Audited Financial Statements of the Company for the
financial year ended March 31, 2026.
1. FINANCIAL SUMMARY
1.1 PERFORMANCE AT A GLANCE
| Particulars |
FY 2025-26 |
FY 2024-25 |
FY 2023-24 |
| Income |
10,702.10 |
9,098.10 |
9,484.70 |
| Expenditure |
8,957.20 |
7,635.70 |
7,900.70 |
| Depreciation and amortisation expense |
459.40 |
276.90 |
274.80 |
| Profit before Tax |
1,238.50 |
1,185.50 |
1,309.20 |
| Profit after Tax |
943.20 |
925.80 |
1,003.50 |
| Net worth |
10,769.70 |
10,035.10 |
9,302.70 |
| Earnings Per Share |
|
|
|
| Basic (H) |
23.24 |
22.86 |
24.82 |
| Diluted (H) |
23.16 |
22.68 |
24.69 |
| Dividend paid/ proposed (%) (Face Value - RS. 10 per equity
share) |
*100% |
100% |
100% |
Revenue
Revenue from operations stood at H9,964.30 million in 2025-26 compared
to H8,413.70 million in 2024-25, registering a year-on- year increase of 18.43%. The
Increase was primarily attributable to increase in RFP business revenue The Profit After
Tax (PAT) during the year was RS. 943.20 million as compared to RS. 925.80 million in
previous year. The company has made provision for Tax of RS. 295.30 million (Current Year
Tax).
Expenses
The total expenses of the company stood at RS. 9,416.60 million in
2025-26 compared to H7,912.60 million in 2024- 25, registering a y-o-y increase of 19.01%.
The increase in expenses was due to increase in salary cost and RFP related cost.
Profitability Profit before tax
The Company's profit before tax stood at RS. 1,238.50 million in
2025-26 compared to RS. 1,185.50 million in 2024-25.
Profit after tax
The Company's profit after tax stood at RS. 943.20 million in 2025-26
compared to RS. 925.80 million in 2024-25.
1.2 DIVIDEND
The Board of Directors have recommended a dividend of 100% i.e. RS.
10/- per equity share (on the face value of RS. 10 each) for FY 2025-26 for consideration
of the Shareholders. The dividend distribution would result in a cash outflow of RS.
406.20 million (approx.) (Pay- out ratio of 43% approx.). The Dividend Declaration Policy
is available on the Company Website http:// www.protRantRch.in/corporatR-governancR .
1.3 TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves.
1.4 SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
| Particulars as at |
March 31, 2026 |
March 31, 2025 |
| Current Ratio |
1.95 |
2.05 |
| Net profit Ratio |
9% |
11% |
| Return on Equity |
9% |
10% |
| Return on Capital employed |
11% |
11% |
| Return on Investment |
7.07% |
7.40% |
| Net Capital turnover Ratio |
3.38 |
3.48 |
| Trade receivables turnover ratio* |
5.74 |
5.05 |
| Trade payables turnover ratio** |
5.35 |
5.21 |
2. PROGRESS AT PROTEAN EGOV
A. KEY PROJECTS
Tax Modernization Services
1) Tax Information Network (TIN)
Your company has established and manages nationwide Tax Information
Network (TIN) on behalf of Income Tax Department (ITD). The principal component of TIN is
the automation of system for administering Tax Deducted at Source (TDS) which today forms
a significant part of direct tax collection. Besides, TIN provides a facility for
Government Categories of Filers to furnish Statement of Financial Transactions (SFT)
containing information regarding high value transactions undertaken by various taxpayers.
TIN also provides a facility to Government Offices for upload of Form 24G Statements to be
filed by Account Offices (AO/PAO/DTO). These Account Offices are identified by an Account
Office Identification Number (AIN) which is mandatorily required for furnishing Form 24G
Statements. Your Company processes applications for issuance of AIN to Account Offices.
Your company also processes applications for issuance of Permanent Account Number (PAN)
and Tax Deduction and Collection Account Number (TAN).
2.) Online PAN Verification (OPV) Facility
Your company has established a facility to enable authorized entities
to avail internet based service for verification of PANs i.e. Online PAN Verification
facility on behalf of Income Tax Department. The users have three options for accessing
this service viz;
1. Screen based PAN verification
2. File based PAN verification
3. Software API based PAN verification
Social Security & Welfare
3) Central Recordkeeping Agency Services (CRA)
India's social security landscape is undergoing significant
transformations in response to increasing formalization, rising life expectancy, and the
growing need to address income insecurity for informal and gig economy workers. As of
March 31, 2026, the National Pension System (NPS) and Atal Pension Yojana (APY) have
collectively surpassed 9.39 crore subscribers, driven by policy reforms, platform
innovation, and inclusive outreach. Protean eGov Technologies Limited has been a pioneer
in this space, conceptualizing, designing, and developing the Central Recordkeeping
infrastructure for India's pension ecosystem. With over 16 years of experience in
expanding technology-led pension infrastructure at a population scale, Protean has built
India's first Digital Pension Infrastructure and currently serves as the largest Central
Recordkeeping Agency (CRA) for NPS and APY, boasting a combined market share of over 97%.
As the CRA, Protean has established robust IT infrastructure and handles administration
and customer service functions for all subscribers, playing a vital role in India's
pension ecosystem.
Certificate in accordance with Regulation 18(2b) Pension Fund
Regulatory and Development Authority (Central Recordkeeping Agency) (Amendment)
Regulations, 2023 is enclosed as Annexure - E. The company maintains separate accounts in
relation to CRA activities under NPS and other pension schemes. Separate audited financial
Statement for CRA activities is included under Financial statement of Annual Report.
Audit of Processes & Operations
Protean has established a robust governance and control framework to
ensure compliance with the regulatory requirements governing CRA operations. As part of
this framework, comprehensive audits of CRA processes, systems, operations and controls
are conducted through empanelled Internal Auditors on a quarterly basis. The scope of such
audits encompasses operational processes, system controls, regulatory compliance,
reconciliation mechanisms, implementation of regulatory amendments, and the adequacy and
effectiveness of internal control systems. The audit observations, recommendations and
improvement areas identified through these reviews are examined in detail by the
management and appropriate corrective and preventive actions are undertaken.
National Pension Scheme (NPS)
i. NPS Government Sector:
The Government Sector consists of Central Government (including Central
Autonomous Bodies) and State Governments/ Union Territories (including State Autonomous
Bodies). Protean has been servicing India both at the Centre and State level from the
initialization of NPS and continuing to have major market share. So far, 32 State
Governments/ Union Territories have entered into agreement with Protean for availing its
services as CRA. During FY 2025-26, more than 76,000 Nodal Offices were registered for
Government Sector. In totality, more than 28,900 Nodal Offices of Central Government
(including the offices of 718 CABs) and 3.38 Lakh Nodal Offices of State Governments
(including the offices of 2,179 SABs) are registered with Protean.
ii. NPS Private Sector:
As part of the pension offerings, Protean offers NPS services to
Private Sector consisting of All Citizens of India sector (also referred to as Unorganized
Sector i.e. UOS) and Corporate Sectors (B2C and B2B). As of March 31, 2026, 107 entities
were acting as Points of Presence (POPs) servicing subscribers under these sectors through
more than 1,07,158 touch points across the country. So far, more than 19,200 Corporates
have been registered to enroll their employees as NPS subscribers under NPS which also
includes Public Sector Banks and Public Sector Enterprises who have mandatorily
implemented NPS.
iii. NPS Vatsalya:
Pension scheme for Minors: In line with the Government's vision to
expand pension coverage and in still financial discipline from an early age, the National
Pension System
(NPS) Vatsalya was launched in September 2024. Aimed at minors, this
pioneering scheme allows individuals to enroll in the NPS right from infancy, offering an
extended vesting period and harnessing the power of compounding to build a substantial
retirement corpus over time.
As highlighted by Honorable Finance Minister Smt. Nirmala Sitharaman at
its launch, NPS Vatsalya promotes a disciplined savings habit from a young age and
provides a government-backed platform for long-term wealth accumulation. The initiative
also addresses the growing need for pension preparedness in the context of India's ageing
population and increasing life expectancy. The response to the scheme has been
overwhelmingly positive with over 1 lakh accounts opened within the first six
months, and Protean capturing nearly 75% of its market share. NPS Vatsalya marks a
significant step in India's pension reform journey enabling early financial
inclusion, encouraging lifelong savings, and empowering the next generation to retire with
dignity. During FY 2025-26, 49,593 NPS Vatsalya accounts have been generated and as on
March 31,2026 there are 1,24,262 NPS Vatsalya accounts contributing to 58% of its market
share. Further, during the year, NPS Vatsalya Aashirwad facility was introduced, enabling
extended family members, relatives, and friends to "gift" financial
contributions directly into the child's pensionaccount.
iv. Atal Pension Yojana (APY):
APY is an initiative towards making India a pensioned society through
financial inclusion. The assured pension and fixed instalment amount with respect to the
age not only makes the scheme more attractive to the economically weaker sections but also
makes the product simpler and comprehensible. Till March 31, 2026, 440 APY Service
Providers have joined, and these APY-SPs have registered around 1.82 Lakh branches under
APY as service branches. APY is India's flagship contributory pension scheme targeting
low-income and informal sector workers. Protean was appointed as the CRA for APY by PFRDA.
Total APY subscriber's base in India crosses 7.45 crore as on 31st March,2026.
v. Unified Pension Scheme (UPS)
The Unified Pension Scheme (UPS), launched by the Government of India
on April 1, 2025, marks a significant milestone in India's pension landscape. Introduced
as an option under the National Pension System (NPS) for Central Government Employees, UPS
is designed to ensure long-term financial security, stability, and dignity postretirement
delivering assured pension pay-outs and inclusive social protection. While the
scheme is currently available for Central Government Employees and AIS Officers of various
State Govts, going forward the State Government can also implement UPS.
The UPS provides assured pay-out based on certain prescribed
conditions. An existing Central Government employee in service as of 1 April 2025, who was
covered under NPS is eligible to opt for UPS. Also, a newly recruited Central Government
employees joining service on or after 1 April 2025 is eligible to opt for UPS within 30
days
of joining. In addition, a Central Government employee who was covered
under NPS, retired on or before 31st March 2025 and who meets certain
prescribed conditions (as stipulated) is eligible to opt for UPS. In order to have
seamless implementation of UPS from April 1, 2025, during FY 2024-25, various activities
were undertaken by CRA such as system development for operationalizing UPS, training &
handholding to Nodal Offices on UPS operations, SMS/ email intimation about UPS to
Subscribers, information dissemination through CRA website etc. During FY 202526, various
important features such as processing of UPS Claims under different categories, UPS
Calculator, UPS NPS Comparison Calculator, Dashboard for Offices, Passbook facility,
extension of UPS to AIS Officers of various State Govts, alerts to Nodal Offices &
Subscribers etc. have been implemented under UPS. As on March 31, 2026, under UPS 1,02,067
subscribers have registered & 1,00,127 Subscribers have migrated from NPS to UPS.
Further, as on March 31, 2026, 8,975 claims have been processed for UPS Subscribers. In
addition, as on March 2026, more than 8000 subscribers have started receiving monthly
pension payout under UPS.
As the Central Recordkeeping Agency (CRA), Protean was entrusted with
the design, development, and deployment of this critical reform. Leveraging its deep
domain expertise and technological capabilities, Protean successfully delivered a fully
compliant, scalable, and secure digital platform within a record timeline enabling
seamless onboarding and administration of UPS with robust infrastructure and user
experience. The launch of UPS reinforces the Government's commitment to pension reform and
showcases Protean's pivotal role in delivering nation-critical, citizen-centric digital
infrastructure that shapes the future of retirement security in India. Complementing the
success of key schemes, Protean also launched a revamped mobile app during the year,
featuring an intuitive interface, enhanced security, and advanced functionalities such as
new account opening and Tier II activation, further strengthening access to pension
services.
vi. Protean's Edge as CRA
eNPS: Protean in its continuous endeavour to simplify procedures and
modalities of NPS, developed an online platform (based on PFRDA guidelines) for
registration and contribution. This platform has been made available to Non-Government as
well as Government Sector. Under eNPS, multiple options of registration such as through
Aadhaar, Digi Locker, CKYC, PAN & KYC Verification by Nodal Office have been provided.
eSign/ OTP based authentication facility has been integrated in eNPS platform to enable a
Subscriber to sign his/her PRAN application electronically. This process ensures that PRAN
is available to the Subscriber instantly. Also, this paperless on-boarding process has
eliminated the requirement of submission of physical documents to CRA, thus enhancing the
ease of registration process. During FY 2025-26, around 6.13 Lakh PRANs were generated
under UOS, of which more than 23% PRANs were generated through eNPS. Further, till March
2026, 2.71 Lakh Government subscribers have been registered through eNPS. The facility to
activate Tier II account by existing subscribers has also been made available under
eNPS. Out of 13.80 Lakh Tier II accounts, nearly 9.15 Lakh accounts are
opened / activated through the eNPS.
At present, Bill Desk and RazorPay act as Payment Gateway Service
Providers for eNPS contributions, and more than 70 banks are associated with them through
which subscribers can remit contribution to their NPS accounts. Contribution payment using
UPI has also been made available in eNPS. Further, more than RS. 6,200 crore was
contributed through eNPS (by both, existing as well as new subscribers of NPS regular and
Lite including Tier II, by more than 36 lakhs) during FY 2025-26.
D-Remit facility: Under NPS, various modes are available for
contributing. However, contribution made through any mode on eNPS platform is credited
into the PRAN account of the Subscriber on T+2 working days and thus the NAV is allotted
on T+2 day (T being the day of remittance of funds by the Subscriber). D-Remit is a
process/ facility wherein a Subscriber will get NAV of the same day (provided the
contribution is made to Trustee Bank before a pre-decided cut-off time - at present 1:30
pm) and provides the Subscriber with an option to make systematic investments in the PRAN
account. During the FY 2025-26, more than 13.82 Lakh D-Remit transactions were made for
which contribution of more than RS. 1,400 crore was settled across sectors.
Bharat Bill Payment System (BBPS): To enhance ease and accessibility
for National Pension System (NPS) Subscribers, the Bharat Bill Payment System (BBPS)
an RBI-conceptualized platform for bill paymentshas been integrated with the NPS
ecosystem. This integration enables Tier I and Tier II contributions to be made securely
and conveniently through a wide range of channels under the BBPS framework. As of March
31, 2026, 1,20,795 Subscribers have contributed an amount of RS. 104 Cr. (including Tier I
and Tier II account) through BBPS.
Online PRAN generation by Nodal Offices: In addition to eNPS, to
facilitate the process of PRAN generation and timely upload of NPS contributions, Protean
has developed and made available the functionality of Online PRAN Generation to Nodal
Offices & POPs. During FY 2025-26, more than 4.40 Lakhs PRANs (UOS + Corporate) have
been generated. This accounts for more than 59% of the total PRANs generated under Private
Sector. Whereas in Government Sector, more than 3.53 Lakh PRANs have been generated during
FY 2025-26 using Online PRAN Generationfacility.
vii. Empowering Subscribers
Paperless exit & enhancements:
The facility of online processing of withdrawal request in a paperless
manner has been made available for subscribers, wherein the Subscriber only needs to raise
online withdrawal request, upload the necessary documents online and submit the request
using the eSign/ OTP verification. The associated Nodal Office/ POP will verify details
online and authorize the request, post which the request will be processed in the CRA. As
part of the process, Bank Account details of Subscriber are verified through online Bank
Verification to ensure seamless transfer of funds. Since, FY 2023-24, facility of
Systematic Lump
sum Withdrawal (SLW) has been provided to subscribers. The subscribers
are allowed to withdraw up to 60% of their pension corpus, through SLW on a periodical
basis for a period till 85 years of age as per the choice.
During the FY 2025-26, PFRDA notified Exits And Withdrawals (Amendment)
Regulations, 2025 dated 12th December, 2025 under the National Pension System.
To comply with these regulations different features such as change in threshold limit for
complete withdrawal, change in frequency & number of partial withdrawals, Systematic
Unit Redemption (SUR) etc. were implemented in CRA during FY 2025-26.
ePRAN and welcome Kit: Subscribers are provided with the option of
ePRAN/ Welcome kit instead of Physical PRAN card at the time of registration in NPS in
order to optimize the cost borne by the subscribers.
Mobile App: In order to provide ease of access, NPS Mobile App has been
made available for NPS Subscribers. Using this App, Subscriber can access various
functionalities such as Transaction Statement, Contribution Remittance, details of latest
contributions, change in contact details, change in address details, change in Scheme
Preference under NPS after providing PRAN as User ID and password. The App is available
for download on 'Google Play Store' as 'NPS by Protean eGov' for Android users. The App is
also available for iOS and Windows users. This Mobile App is a common Mobile App for both
NPS and APY Subscribers as well. As on March 31, 2026, there are more than 2.33cr
downloads for Mobile App (NPS regular and APY).
Pension Sarathi: Advanced AI-powered virtual assistant Pension Sarathi
was introduced during the FY 2025-26. This has revolutionized to handle pension-related
queries and support services with significantly higher efficiency & faster. Pension
Sarathi is a next-generation conversational AI bot built on Natural Language Processing
(NLP) and Large Language Model (LLM) technology. This intelligent assistant serves as
go-to resource for all pension-related information, guidance, and support. Pension Sarathi
has been implemented on all CRA web applications with effect from 1st Nov.
2025. Existing as well as prospective subscribers can access Chatbot for information/
queries on NPS as well as APY. NPS subscribers can get information specific to NPS Account
like Account Summary, Recent Transactions View, Statement of Transaction, etc. using
Pension Sarathi.
NPS Prosperity Planner (NPP): NPP has been made available under NPS for
the benefit of subscribers. NPP is futuristic and offers personalized retirement planning
for the subscribers, based on their past contribution, expected income rise in the future
and their cost of living. The calculator provides the Subscriber with the reasonable
projections which aid in better retirement planning to ensure adequate and sustainable
old-age income.
Balanced Life Cycle Fund (BLC): A new life cycle fund viz. Balanced
Life Cycle Fund (BLC) was introduced during FY 202425 for private sector subscribers
(Corporate and All Citizen) to provide automatic rebalancing of the asset classes as per
age and risk profile of the subscriber. The maximum equity
allocation under BLC shall be 50% which shall taper down after the age
of 45 years as compared to 35 years under existing life cycle funds. During the FY
2025-26, the choice of BLC has been extended to Central Government and on choice basis to
State Governments As on March 31, 2026, 52,878 Subscribers have opted for Balanced Life
Cycle Fund.
Multiple Scheme Framework (MSF) - During the FY 2025-26, Multiple
Scheme Framework (MSF) was introduced for nonGovernment Sector. Under MSF, Pension Funds
(PFs) offer schemes that are tailored to specific subscriber persona. For subscribers, the
MSF represents a major expansion of choice and personalization. It enables them to balance
conservative and aggressive strategies within the same PRAN, to plan for different life
stages with tailored schemes, and to access transparent and low-cost retirement savings
products. As on March 31, 2026, more than 80,000 Subscribers have opted for MSF.
Retirement Adviser: The Retirement Advisers (RA) are appointed by PFRDA
to engage in the activity of providing advice on NPS and thereby to extend the reach of
NPS. The RA can be an individual, registered partnership firm, body corporate, or any
registered trust or society. An online platform has been made available in the CRA system
to facilitate registration of Retirement Advisers. As on March 31, 2026, 87 Retirement
Advisers have been registered and are Active in the CRA system and more than 1,600 PRANs
have been generated through them.
Capacity Building and Marketing Initiatives: Several initiatives have
been taken to reach out to different stakeholders of NPS during FY 2025-26. Also,
Subscriber Awareness Programmes (SAP) are conducted to complement the efforts of PFRDA to
make NPS popular amongst the masses and also to increase the awareness about NPS across
India and about various features of NPS. During FY 2025-26, more than 2584 training
sessions (including SAPs) were conducted across all sectors online as well as offline for
the Nodal Offices on various processes involved under NPS, operational requirements and
process disciplines to be followed.
Information on NPS Investments through Consolidated Account Statement
(CAS): The CAS provided by National Securities Depository Limited (NSDL) and Central
Depository Services Ltd (CDSL) offers a consolidated view of the personal investments in
the securities market with updated mark-to- market values. It encompasses holdings of
Demat accounts and mutual fund holdings of the investors. In line with the Government of
India's vision to create a comprehensive record of every individual's financial asset, NPS
Transaction Statement has been integrated with CAS provided by depositories (NSDL / CDSL).
The facility to include NPS Transaction Statement in CAS will be available to NPS
subscribers on consent basis. Till March 31, 2026, nearly 1,40,181 subscribers have
evinced interest and provided their consent to avail the facility.
Mandatory two - Factor Aadhaar Authentication for CRA System Access
w.e.f. 1st April 2024: Government Nodal Offices (PrAO/DTA/PAO/DTO/DDO) and
Private Offices (Point of Presence/Corporates), are granted with access to
CRA system to conduct NPS related tasks, perform activities and
generate various reports. The additional security layer, 2-Factor Aadhaar based
authentication process implemented compulsorily for Government Nodal Office users logging
into the CRA system, effective from 1st April 2024. The two-factor approach
significantly reduces the risk of unauthorized access to the CRA system. Also, this
additional layer safeguards NPS transactions and protects the interests of both
subscribers and stakeholders. Similar to NPS, 2-Factor Aadhaar-based authentication is
also implemented for Nodal Offices of APY & NPS Lite. As on March 31, 2026, more than
1.02 lakh Nodal Offices across sectors (NPS Regular, NPS Lite & APY) have linked their
Aadhaar in CRA.
Digital Media Initiatives: To be in step with digital revolution, we
have made ourselves significantly present in the digital space. Protean CRA has ramped up
digital marketing initiatives which are focused on driving interest towards NPS, APY and
UPS. Various new digital marketing initiatives, in the form of social media, audio- visual
content, online collaborative campaigns were aimed to increase reach and engagement with
subscribers and stakeholders. Further, by scaling up these initiatives with captivating
visual content, CRA has been able to spread large scale awareness in a creative way on new
developments in NPS & APY and their feature & benefits. We are actively present on
four most powerful platforms of the digital era - Facebook, YouTube, Quora and Instagram.
Protean CRA's Facebook page has over 84,800 followers whereas our
Instagram page called 'Protean. CRA has over 27,800 followers. Our YouTube channel - NPS
Ki Pathshala' has over 2.11 Lakh subscribers, with over 7.2 million views and the same has
been utilized in imparting knowledge about NPS & APY and related operational aspects.
As the largest CRA with a footprint across sectors like Government,
Non-Government, Corporate as well the economically underprivileged, we would like to make
pension more accessible by increasing the reach of the Service Providers. With this
vision, we are working on identifying and activating new Channels and Channel Partners to
increase the penetration of NPS at scale amongst the Indian populace. 'Pension' as a
subject is lesser-known area and even lesser is the information available, Protean CRA has
worked continuously towards creation of awareness and providing the support to the channel
partners in creating visibility for the product. Our Social Media imprint and Digital
content are widely circulated and utilized by all stakeholders.
Protean was the first CRA in the NPS architecture and with the passage
of more than 16 years, the technology has taken massive strides of change. In line with
these changes, we have undertaken various technology initiatives towards supporting
automation through the availability of a suite of APIs for all services, creation of
better and simpler User experience through a change in the entire UI/UX for all our
stakeholders and a one stop mobile application for everything under NPS.
AUM & Subscribers for last six financial years (across all sectors
including APY).
| Particulars |
|
Subscribers (Nos. in Cr) |
AUM (Rs. in Cr.) |
| As on March 31, |
2026 |
9.39 |
15,61,645.06 |
| As on March 31, |
2025 |
8.22 |
13,89,938.98 |
| As on March 31, |
2024 |
7.23 |
11,31,154.35 |
| As on March 31, |
2023 |
6.23 |
8,69,345.79 |
| As on March 31, |
2022 |
5.13 |
7,15,476.50 |
| As on March 31, |
2021 |
4.21 |
5,74,974.19 |
Milestones & Subscriber centric initiatives
1. Record 135 Lakh APY (including NPS Lite) accounts opened in FY
2025-26, the highest ever annual addition
2. 266 Autonomous Bodies onboarded in FY 2025-26, the highest annual
registration in the last seven years
3. 2,912 Corporates registered in FY 2025-26, the second- highest
annual achievement since inception.
Subscriber centric enhancements
1. Enhanced and simplified registration process has been implemented in
e-NPS for Private Sector Subscribers, ensuring a quicker onboarding experience. The same
has ensured a faster and more user-friendly registration process for Private Sector
Subscribers.
2. To provide greater flexibility and extended pension benefits, the
maximum entry age for subscriber registration has been increased from 70 years to 85
years. Also, Subscribers can now continue making contributions up to 85 years of age,
compared to the earlier limit of 75 years.
3. To take informed decision, a direct link of NPS Trust website
(having PFM return details) has been enabled during Scheme Preference/PFM change requests,
allowing subscribers to conveniently view and compare PFM returns
4. The NPS Vatsalya Ashirwad has been introduced under NPS Vatsalya.
This provision allows extended family members, relatives, and friends to gift financial
contributions directly into the child's pension account.
Way Forward:
"Pension Sahayak" - We have integrated with PFRDA
Pension Sahayak portal, which is an AI-enabled grievance redressal platform designed to
provide subscribers with a simple, accessible and transparent mechanism for grievance
resolution. The platform's AI-powered assistance system provides instant responses to
subscriber queries and automatically categorizes and routes grievances to the appropriate
entity, significantly reducing manual intervention and improving resolution efficiency.
Subscribers are able to access grievance-related services through a conversational
interface without the need to navigate complex processes or multiple service
channels. Subscribers will be able to lodge complaints or queries
across various channels such as web, mobile and WhatsApp, in multiple Indian languages.
As part of integration with Pension Sahayak portal, now the uniform
structure of grievance categories and sub-categories have been implemented in Central
Grievance Management System (CGMS) in CRA. Protean CRA worked closely with PFRDA for the
seamless implementation of the platform and was part of key activities including
discussions on the proposed application architecture, process workflows, data migration
strategy, system testing, and related implementation requirements.
"NPS Sanchay", a simplified variant of the NPS
primarily aimed at increasing pension coverage among India's large informal-sector
workforce has been implemented in the CRA system. Any Indian citizen aged 18 to 85 years
can enroll through a PoP/PoP-SP or online platform and opt for NPS Sanchay. The investment
pattern for this scheme will be default scheme aligned with the extant investment
guidelines applicable to Government Sector Schemes (UPS/Govt-NPS/APY Schemes) and it will
be available across all PFRDA-registered Pension Funds.
Now, Protean CRA has integrated with the BHIM App for two
banksState Bank of India (SBI) and ICICI Bank to offer NPS registration services.
This integration enables individuals to open an NPS account with either SBI or ICICI Bank
directly through the BHIM App in a seamless and convenient manner.
NPS WhatsApp Service - is being developed to provide NPS
subscribers with a secure, consent-based conversational interface on WhatsApp, allowing
them to access important NPS services 24X7, without needing to log into a portal or
download an App. Under this service, access will be granted only after explicit consent by
subscriber. Phase-I one related to this initiative has been successfully developed and is
currently under User Acceptance Testing (UAT). As part of Phase-I, features such as
Profile Information, Transactions & Statements, e-PRAN Card etc. will be made
available to Subscribers through this service.
The initiative aims to make WhatsApp a convenient service channel for
NPS subscribers, improving accessibility, digital engagement, and self-service
capabilities while maintaining security and privacy through explicit consent mechanisms.
NPS PRIDE - DISHA - PRIDE stands for P-Pension Fund R-Returns
for I-Informed D-Decision & E-Empowerment. It is a comparison and decision-support
tool that leverages historical NAV data that is updated daily to present XIRR-based
performance of the various Pension Fund Managers under the National Pension System (NPS).
It is tailored to a subscriber's investment choice (Active or Auto), date of investment
and amount contributed for Tier I (Pension Account). The intent is to
help subscribers identify significant retirement wealth creators by
evaluating historical performance in a choice-specific manner rather than only
scheme-wise, point-to-point returns. This PFRDA developed tool has been made available on
Protean CRA website for Subscribers and Nodal offices.
NPS Central - a common digital interface for all NPS subscribers
irrespective of the underlying CRA, enhancing subscriber experience through unified
onboarding, servicing and account access. NPS Central is envisaged as a subscriber-centric
digital infrastructure initiative aligned with PFRDA's vision of enhancing accessibility,
improving subscriber experience, promoting financial inclusion and supporting the longterm
growth of the pension ecosystem.
4) IDENTITY SERVICES
Authentication, e-KYC & e-Authentication services
1) DIGITAL IDENTITY SERVICES
Protean has been authorised by Unique Identification Authority of India
(UIDAI) as an Authentication Service Agency (ASA) and Authentication User Agency (AUA) for
providing Aadhaar Authentication Services to various entities. Protean has also been
authorised by UIDAI as KYC Service Agency (KSA) and KYC User Agency (KUA) for providing
Aadhaar based e-KYC services to various entities. e-KYC is a unique service through which
Know Your Client (KYC) process can be performed electronically using Aadhaar database with
explicit authorization by the Resident. As of now, more than 85 entities including
Central/ State Governments, Banks/ Payment Bank, PSUs, Insurance Companies avail these
services from Protean. As of now, more than 85 entities including Central/ State
Governments, Banks/ Payment Bank, PSUs, Insurance Companies avail these services from
Protean. Potential Uses cases are Customer Onboarding, Employee Lifecycle Management,
Contractor & Vendor Management, Welfare & Benefit Programs and Digital Governance.
2. e-Sign Service Provider (ESP) licensed by Controller of Certifying
Authorities (CCA)
e-Sign is an online electronic (digital) signature service to
facilitate Aadhaar holders to digitally sign documents. UIDAI provides facility for
Aadhaar authentication using biometric of the Resident or One Time Pin (OTP), sent on the
respective mobile number of the Resident registered with UIDAI. e-Sign aims at
transforming the use of digital signatures and promote paperless digital environment using
Aadhaar. e-Sign has been recognized as a valid mode of signature under provisions of
Second Schedule of the Information Technology Act and Guidelines issued by CCA (Electronic
Authentication Technique and Procedure) Rules, 2015. e-Sign services can be used for
various purposes like digital signing of application
for opening of bank account, loans, Trading and/ or DEMAT Account,
customer onboarding, eNACH mandate, application for PAN, application for Permanent
Retirement Account Number (PRAN) for National Pension System (NPS)/Atal Pension Yojana
(APY) among others.
So far, more than 175 entities comprising Banks, Insurance Companies,
Non Banking Financial Company (NBFC), Depository Participants, Stock Brokers, e-Commerce
organizations, Financial Institutions, Corporate Bodies, among others. have been
registered with Protean as Application Service Provider (ASPs). Online PAN application and
Online NPS modules of Protean have implemented e-Sign services and are operational as an
ASP.
5) EDUCATION AND SKILL FINANCING SOLUTIONS
Vidyasaarathi Portal for online acceptance of applications and
distribution of scholarships to students
Vidyasaarathi Portal (VSP) is developed by your company for online
acceptance of scholarship applications and distribution of scholarships to students. VSP
is a technology- enabled initiative by Protean and Tata Institute of Social Sciences
(TISS) to bridge the huge gap in education finance in the country through an online
platform.
This solution has the ability to bring together various stakeholders
like students, institutes and corporates on a single platform. The solution becomes more
relevant in the wake of the CSR policy mandate and will assist subscriber organizations in
shaping their CSR policy related to education.
Features of Vidyasaarathi:
Corporates can design their own educational finance schemes.
Easy management of designed schemes.
Online system for submission and processing of scholarship
application forms. Archiving and retrieval of past scholarship records.
Central trust for scholarship disbursal.
Help Desk support for students, corporates and institutes.
Career related online tests for students.
Progress so far (as on March 31, 2026):
i. Number of students registered on the VSP: 19,43,550
ii. Number of students who have applied for scholarships: 16,44,637
iii. Number of Corporates on-board: 72
iv. Number of Scholarship schemes published: 1,410
v. Total scholarship corpus: RS. 122.03 Cr
vi. Total scholarships awarded/ disbursed: 56,678
6) OTHER PROJECTS
Workflow Management System for Central Board of Film Certification
("CBFC")
Central Board of Film Certification ("CBFC") of the Ministry
of Information and Broadcasting,
Government of India has engaged Protean as the "Implementation
Agency" for Design, Development, Implementation, Hosting and Maintenance of Online
Film Certification Application Processing System and the CBFC website. The existing
contract extended till March 31, 2027. This system enables applicants to submit film
certification application online, upload scanned copies of supporting documents, make
online payments, upload short films online and track the status of their certification
application online. It also facilitates the CBFC Officials to process the application, by
providing a web-based interface to capture end-to-end application approval workflow for
the departmental users associated with the certification process, including screening of
short films. This system also helped the Department to better the inter-departmental user
interfaces, reduce administrative hassles, increase efficiency, transparency and minimized
need of in-person visits by the applicants (producers/ agents) to CBFC Offices.
This system was made operational on March 27, 2017 and has so far
generated 1,46,272 certificates for films of various categories till March 31, 2026.
Digitization of old paper certificates issued by CBFC before the launch of this system was
also undertaken and has been completed. These digitized certificates have been made
available in the new system for internal reference.
Data Stack:
Your Company will also provide services related to Digital Identity
Services, KYC, Digital Customer On- boarding, Data Analytics Services to entities from
BFSI and other sectors. Other services such as GSP/GVS services, ITR verification, MCA
data verification, Employment verification among others would also be provided to complete
the entire gamut of Verification Services.
Account Aggregator:
Your Company will leverage its existing relationships with Banking and
other financial sector organizations to offer Account Aggregator services that will help
offer consent management to citizens and consented fetching of data to various regulators
from RBI, SEBI, IRDA and PFRDA regulated entities to promote greater financial inclusion.
Cloud Services:
As an extension of our commitment to building population scale
technology solutions and providing the necessary interventions for ecosystem creation,
your company has launched made-in-India, high performance and energy-efficient Cloud
Services.
Open Digital Ecosystems:
Your Company is also one of the main contributors and enablers towards
building of sustainable and innovative
technology solutions ensuring inclusivity, ease of access and fair
pricing structure. Open Digital Ecosystems would enable government and private entities to
collaborate for service delivery and allow various players to build new services and
solutions which will coexist in this ecosystem.
ISO Certifications
i. ISO/IEC 27001:2022 Certification (Information Security Management
System Standard)
Protean continues to hold the ISO/IEC 27001:2022 Certification for its
TIN, PAN, CRA, Aadhaar Authentication & e-KYC Services, and GST projects. This
certification demonstrates Protean's commitment to maintaining a robust Information
Security Management System (ISMS) and implementing industry-recognized security controls
to safeguard information assets. ISO/IEC 27001:2022 is the latest version of the
internationally accepted information security standard published by the International
Organization for Standardization (ISO).
ii. ISO 22301:2019 Certification (Business Continuity Management
Standard)
Protean is committed to delivering uninterrupted services to its
customers and stakeholders. To achieve this objective, the Company has implemented a
Business Continuity Management System (BCMS) in accordance with ISO 22301:2019 for its
CRA-NPS project and continues to maintain the certification. The BCMS framework enables
the Company to establish, manage, maintain, and continually improve its business
continuity capabilities and practices. An organizational structure comprising
cross-functional teams has been established to ensure effective implementation of the
BCMS. Periodic testing and validation of Business Continuity Plans (BCPs) are conducted to
strengthen organizational resilience and preparedness against disruptions.
iii. ISO/IEC 20000-1:2018 Certification (IT Service Management
Standard)
To effectively meet the service-level requirements of the Regulator,
the Company has adopted the Information Technology Service Management (ITSM) framework for
the Central Recordkeeping Agency (CRA) System under the National Pension System (NPS) and
continues to hold the ISO/IEC 20000-1:2018 Certification. The ITSM policy objectives
focuses on enhancing customer satisfaction, leveraging emerging technologies, aligning IT
services with business requirements, maintaining domain expertise and productivity of
people above defined benchmark levels. Continuous improvement of service quality remains a
key objective to enhance customer experience. The ITSM framework facilitates the effective
integration of People, Processes, Technology, and Partners (Customers and Suppliers),
enabling efficient service delivery and ongoing service improvement.
iv. ISO 9001:2015 Certification (Quality Management System Standard)
Quality of service forms the foundation of customer satisfaction.
Considering the nature of services provided by the Company and the high volume of
transactions processed, maintaining consistently high service quality is of paramount
importance. To support this objective, the Company has implemented a Quality Management
System (QMS) in accordance with ISO 9001:2015 for its TIN and PAN processes and continues
to maintain the certification. The standard provides a structured framework for process
management, continual improvement, and customer focus, thereby enabling the Company to
deliver reliable and high-quality services on a sustained basis.
Capability Maturity Model Integration ("CMMI")
Capability Maturity Model Integration (CMMI), developed by the Software
Engineering Institute (SEI) of Carnegie Mellon University, is a globally recognized
framework for organizational process improvement and capability assessment. Protean eGov
Technologies Limited is re-appraised at CMMI for Services (CMMI-SVC) Maturity Level 5 in
February 2026 for its Central Recordkeeping Agency (CRA) - Subscriber Services and CRA
Systems Infrastructure. Maturity Level 5 i.e., the highest level of process maturity,
reflects the organization's commitment to continuous improvement, quantitative process
management, operational excellence and the consistent delivery of high-quality,
customer-centric services.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing
Regulations, 2015'), the Management Discussion and Analysis Report for FY 2025-26, forms
part of the Annual Report.
RISK MANAGEMENT
Your Company has adopted a Risk Assessment and Management Policy. The
Risk Management Committee of the Board reviews key risks affecting the Company and
mitigation measures thereof. In the opinion of the Board, there are no elements of risks
which may threaten the existence of the Company. The details of Risk Management Committee
are given in the Corporate Governance Report
BOARD LEVEL CHANGES
Board Level changes during FY 2025-26 are mentioned below:
Mr. Jayesh Sule (DIN: 07432517) resigned and ceased as Whole
Time Director & COO w.e.f. August 1, 2025.
Mr. V Easwaran (DIN: 08055728) was appointed as Whole Time
Director w.e.f. December 17, 2025.
Ms. Preeti Mehta (DIN: 00727923) ceased as Independent Director
w.e.f. February 15, 2026 due to end of her first term.
Mr. Suresh Sethi (DIN: 06426040) resigned and ceased as Managing
Director & CEO w.e.f. April 1, 2026.
The Board composition as on March 31, 2026 is as below:
| Sr. Name of Directors No. |
Category/ Designation |
| 1. Mr. Shailesh Haribhakti |
Chairman, Non-Executive |
|
Non-Independent Director |
| 2. Mr. A. P. Hota |
Independent Director |
| 3. Mr. Shailesh Kekre |
Independent Director |
| 4. Mr. Lloyd Mathias |
Independent Director |
| 5. Ms. Preeti Mehta1 |
Independent Director |
| 6. Ms. Aruna Rao |
Independent Director |
| 7. Mr. Suresh Sethi3 |
Managing Director & CEO |
| 8. Mr. Jayesh Sule3 |
Wholetime Director & COO |
| 9. Mr. V Easwaran |
Wholetime Director & COO |
'ceased to be a Director w.e.f. February 15, 2026
2ceased to be a Director w.e.f. August 1,2025
3ceased to be a Managing Director& CEO w.e.f. April 1,2026
To recommend appointment of Director(s) as per Companies Act, 2013:
a) To recommend Director(s) retiring by Rotation to the Board:
In accordance with the provisions of the Act and the Articles of
Association of the company, Mr. Shailesh Haribhakti (DIN: 00007347), Non-Executive
Non-Independent Director of the company, retires by rotation at the ensuing Annual General
Meeting (AGM) and being eligible has offered himself for re-appointment. The details for
re-appointment including the terms and conditions are mentioned in the Item No. 3 of AGM
Notice.
All the above appointments/ re-appointments have been recommended by
the Nomination & Remuneration Committee and the Board.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of sub-section (51) of Section 2 and Section
203 of the Act read with the Rules framed thereunder, the following persons are the Key
Managerial Personnel of the Company as on March 31, 2026:
1. Mr. Suresh Sethi - Managing Director & Chief
Executive Officer
2. Mr. V Easwaran - Whole-time Director & Chief
Operating Officer
3. Mr. Sandeep Mantri- Chief Financial & impact Officer
4. Mr. Maulesh Kantharia - Company Secretary &
Compliance Officer
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act,
2013, the Directors confirm that to the best of their knowledge
and belief and according to the information and explanations
obtained by them:
i. in the preparation of the annual accounts for the financial year
ended March 31, 2026, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
ii. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
iii. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
iv. the Directors have ensured that the annual accounts are prepared on
a going concern basis;
v. the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
vi. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
GOVERNANCE:
a. Corporate Governance Report:
Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing
Regulations, 2015, a Corporate Governance Report for FY 2025-26 and Certificate from the
Secretarial Auditor confirming compliance with the conditions of corporate governance
prescribed under the SEBI Listing Regulations, 2015 is forming part of the Annual Report.
b. Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015
read with SEBI Master Circular No. SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023,
the Business Responsibility and Sustainability Report ('BRSR') for FY 2025-26 has been
prepared based on the framework of the National Guidelines on Responsible Business Conduct
and in the format prescribed by SEBI.
c. Annual Return
As per the provisions of Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 and the rules made thereunder, Annual Return for the financial
year ended on March 31, 2026 in prescribed Form MGT-7 is available on the website of the
company on:
https://www.protRantRch.in/financial-reports
d. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, an annual
performance evaluation of the Board as a whole, the Directors individually as well as the
evaluation of the
Committees of the Board has been carried out in the following manner as
per the parameters laid down:
As per the provisions of the Section 178(2) of the Companies
Act, 2013, the Nomination & Remuneration Committee has carried out evaluation of every
Director's performance;
As required under Schedule IV of the Companies Act, 2013,
Independent Directors of the company have carried out performance evaluation of the
Chairman and of Non-Independent Directors and Board as a whole and have also assessed the
quality, quantity and timeliness of flow of information between the company Management and
the Board; and
As per Section 134(3)(p) read with Schedule IV of the Companies
Act, 2013, the entire Board has carried out the annual evaluation of their own performance
and that of its Committees and Individual Directors.
A separate Meeting of the Independent Directors was held on March 23,
2026 to review the performance of Non-Independent Directors and the Board, taking into
account the views of Directors. The performance of the Independent Directors was evaluated
by the entire Board except the person being evaluated. The performance of the Committees
was evaluated by the Board seeking inputs from the Committee Members. The Board carried
out the evaluation of their own performance and that of its Committees and individual
Directors keeping in mind.
e. Transfer of Unpaid & Unclaimed dividend and shares to Investor
Education and Protection Fund
The Company did not have any requirement to transfer funds to Investor
Education and Protection Fund. For FY 2023-24 RS. 1,32,089.36 & FY 2024-25 RS.
2,67,194 is lying in unpaid dividend account.
Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended, dividends, if not claimed for a consecutive period of 7 years from the
date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred
to the Investor Education and Protection Fund ("IEPF").
f. REMUNERATION POLICY
In accordance with the provisions of Companies Act, 2013, the Board
has, on the recommendation of the Nomination & Remuneration Committee framed a policy
relating to the remuneration for its Directors, Key Managerial Personnel and other
employees. The Board approved Remuneration Policy is uploaded on the website of the
company at: https://www.proteantech.in/corporate-governance/
g. Employee Stock Option Plan
The Company grants share-based benefits to eligible employees with a
view to attracting and retaining the
best talent, encouraging employees to align individual performances
with the Company objectives, and promoting their increased participation in the growth of
the Company
Pursuant to "Protean eGov Technologies Limited Employee Stock
Option Plan 2017", as amended by the Shareholders by passing Special Resolution at
their Meetings held on December 3, 2020 and September 23, 2021 which covers eligible
employees of the company and its present and future subsidiaries, the Company has granted
stock options (each option carrying entitlement for one equity share) to eligible
employees. These stock options are vested after the expiry of one year from the date of
grant and can be exercised as per grant conditions for respective employees from the date
of vesting at the exercise price and payment of perquisite tax. Pursuant to exercise of
stock options by employee of the company during the year, the Board approved the allotment
of 68,492 (Sixty Eight Thousand Four Hundred and Ninety- two only) fully paid equity
shares of face value of RS. 10/- (Rupees Ten only) each of the Company to eligible
employees in accordance with the terms of ESOP Scheme, 2017.
Relevant disclosures under the Companies Act, 2013 on Employee's Stock
Option is set out as Annexure - C and forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has been actively contributing to socially and
environmentally beneficial projects, reflecting its commitment to inclusive and
sustainable development.
The Company remains committed to its role as a socially responsible
corporate citizen and continues to contribute towards meaningful and impactful initiatives
that support the larger community.
During the financial year 2025-26, the Company undertook CSR
initiatives across key focus areas permitted under Schedule VII of the Companies Act,
2013. These included Education, Healthcare, and Environmental Sustainability. The Company
spent Rs. 2.66 Crs on various projects impacting over 9,000 beneficiaries. The details are
covered in Social and Relationship Capital section of this Report in pages 70 to 83 .
The Annual Report as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014, on CSR activities undertaken by the company is annexed
herewith as Annexure - A and forms part of the Report.
OTHER DISCLOSURES
1. The Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise.
2. Except shares issued under ESOP Plan 2017, the Company has not
issued any other shares (including sweat equity shares) to employees under any scheme.
3. There was no revision in the financial statements.
4. There has been no change in the nature of business of the Company.
5. The Managing Director & CEO of the Company did not receive any
remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
7. There have been no material changes or commitments affecting the
financial position of the Company which have occurred between the end of the financial
year and the date of this report.
8. There are no proceedings, pending under the Insolvency and
Bankruptcy Code, 2016 corporate insolvency resolution
DETAILS OF SUBSIDIARIES
i. Protean eGov Technologies Australia Pty Ltd. (formerly known as NSDL
e- Governance Australia Pty Ltd.)
Your company has incorporated a wholly-owned subsidiary company in
Australia in FY 2020-21, in the name NSDL e-Governance Australia Pty Ltd. (name changed
w.e.f. January 25, 2022). The purpose of setting up this subsidiary is to design, develop,
manage, and implement e-Governance projects through efficient use of information and
communication technologies in Australia and other neighbouring countries. The said
subsidiary is in the process of winding-up.
ii. Protean Account Aggregator Limited (formerly known as NSDL
e-Governance Account Aggregator Limited)
Account aggregation is an initiative of the Government under the aegis
of RBI to facilitate aggregation of customers' assets and deliver reporting services that
can help spread financial services. Your company has incorporated a wholly- owned
subsidiary company in the name NSDL e-Governance Account Aggregator Limited which has
received in-principle approval from RBI on October 27, 2021. Final Certificate of
Registration was received on January 9, 2023.
iii. Protean InfoSec Services Limited (formerly known as NSDL
e-Governance InfoSec Services Limited)
Protean InfoSec Services Limited is incorporated for providing Cyber
Security Consulting and Advisory services.
Scheme of Arrangement between Protean Infosec Limited (the 'Demerged
Company') andProtean eGov Technologies Limited (the 'Company' or the 'Resulting
Company'):Background and Regulatory Approvals
The Board of Directors of Protean eGov Technologies Limited (the
'Company' or 'PETL' or the 'Resulting Company') at its meeting held on 21 May 2025,
approved a Scheme of Arrangement under Sections 230-232 of the Companies Act, 2013 for the
demerger of the Governance, Risk & Compliance (GRC) and Security Operations Centre
(SOC) businesses ('Demerged Undertakings') of its wholly
owned subsidiary Protean Infosec Limited ('PISL' or the 'Demerged
Company') into PETL (the 'Resulting Company' or the 'Company').
Pursuant to the sanction of the Scheme by the National Company Law
Tribunal (NCLT), a certified copy of the NCLT Order was received on 10 March, 2026 and
filed with the Ministry of Corporate Affairs (MCA)/Registrar of Companies (ROC). In
accordance with the Scheme:the Appointed Date is 1 April, 2025; and the Effective Date
(i.e., the date on which the certified order was filed with MCA/ROC) is 12 March
2026."Nature of transaction and accounting framework
The transfer of the GRC and SOC businesses of the Demerged Company to
PETL is a business combination under common control (the Demerged Company being a wholly
owned subsidiary of the Company) and has been accounted for in the standalone financial
statements of PETL in accordance with Appendix C to Ind AS 103 - Business Combinations
(Business Combinations of Entities or Businesses under Common Control), using the Pooling
of Interests Method.
Protean InfoSec will continue to operate its remaining business, viz.,
Vulnerability Assessment and Penetration Testing (VAPT). The details are mentioned in Note
No. 44 of the standalone financial statement.
The financials of the subsidiary companies are made available and
consolidated in terms of the requirements of Section 129(3) of the Companies Act, 2013.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of
the Companies Accounts (Rules) 2014, a statement in Form AOC-1 is attached to the
financial statements of the company.
iv. Protean International DMCC
Your company has incorporated a wholly-owned subsidiary company in
Dubai, UAE in FY 2024-25, in the name Protean International DMCC. The purpose of setting
up this subsidiary is to diversify into new sectors leveraging emerging technologies,
while embracing new business models & geographies and for our global expansion
strategy and expand our business footprint into international geographies.
AUDITORS
i. STATUTORY AUDITORS
The Members at the Twenty-Sixth (26th) Annual General
Meeting of the company held on September 23, 2021 had re-appointed M/s. BSR &
Associates LLP, Chartered Accountants, [ICAI Registration Number 116231W/W- 100024] as
Statutory Auditors of the company to hold office for a period of five years from FY
2021-22 till the conclusion of AGM to be held in the year 2026.
Further, the Auditors' Report for FY 2025-26 from Statutory Auditors
(BSR) does not contain any qualifications, reservations or adverse remarks. The report of
the Statutory Auditor forms part of the financial statements.
Pursuant to the provisions of Sections 139, 141, 142 and other
applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Audit Committee and the Board of Directors have
approved and recommended the appointment of M/s. T R Chadha & Co. LLP
("TRC"), Chartered Accountants (Firm Registration No. 006711N/N500028), as the
Statutory Auditors of the Company to hold office for a term of five (5) consecutive years
to hold office from the conclusion of 31st Annual General Meeting (AGM) to be
held in 2026 till the conclusion of the 36th AGM of the Company to be held in
year 2031, subject to the approval of the members at ensuing AGM.
Brief profile and other details of M/s. T R Chadha & Co. LLP (TRC),
Practicing Chartered Accountants are disclosed in the AGM notice approved by the Board.
TRC had given their consent to act as a Statutory Auditor of the company and have
confirmed their eligibility for the appointment.
The Statutory Auditors have also confirmed that they have subjected
themselves to peer review process of the Institute of Chartered Accountants of India
(ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
ii. SECRETARIAL AUDITORS
Pursuant to the amended provisions of Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the
Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have
approved and recommended the appointment of M/s. S. N. Ananthasubramanian & Co.,
(SNACO) Practicing Company Secretaries (Firm Registration Number: P1991MH040400) as the
Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the FY
2025-26 till FY 2029-30, subject to the approval of the Members at ensuing AGM.
Brief profile and other details of M/s. S. N. Ananthasubramanian &
Co., Practicing Company Secretaries, are disclosed in the AGM Notice approved by the
Board. They have given their consent to act as Secretarial Auditors of the Company and
have confirmed their eligibility for the appointment.
The Secretarial Auditors have also confirmed that they have subjected
themselves to the peer review process of Institute of Company Secretaries of India (ICSI)
and hold valid certificate issued by the Peer Review Board of the ICSI.
The Secretarial Audit Report for FY 2025-26 is annexed herewith as
Annexure - B and forms part of this report. The Secretarial Audit Report does not contain
any qualifications, reservations or adverse remarks. The applicable Secretarial Standards
have been duly complied by your Company.
iii. INTERNAL AUDITORS
The Company has been undertaking Internal Audit since inception. In
terms of the provisions of the Companies Act, 2013 and Rules notified thereunder, M/s
Grant Thornton Bharat LLP are appointed as Internal Auditors for a period
of two years from FY 2023-24. Further, their appointment was renewed
for a period of one year for FY 2025-26. The company has further renewed their appointment
for a period of one year for FY 2026-27. Internal Auditors carry out the audit as per the
Audit Plan approved by the Audit Committee and submit report on a quarterly basis to the
Audit Committee. Internal Auditors evaluate the effectiveness of internal controls and
suggest measures for their improvement.
iv. COST AUDITORS:
The provision of Section 148(1) of the Companies Act, 2013 read with
Rules made thereunder pertaining to maintaining the cost records do not apply to the
company.
v. Reporting of Frauds by Auditors
During the year, the Auditors have not reported any fraud to the Audit
Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies
(Audit and Auditors) Rules, 2014.
PUBLIC DEPOSITS
The company has not invited, accepted or renewed any deposits from the
public within the meaning of Section 73 of the Companies Act, 2013. Accordingly, the
requirement to furnish details relating to Deposits covered under Chapter V of the
Companies Act, 2013 does not arise.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the company is set out as Annexure - D and forms part of this
Report.
ORDERS PASSED AGAINST THE COMPANY
During the year under review, there were no orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future.
RELATED PARTY TRANSACTIONS
The Company has an established and well-governed framework for the
approval and monitoring of Related Party Transactions (RPTs). In accordance with the Act
and the Listing Regulations, the Board has adopted a comprehensive Policy on Materiality
of Related Party Transactions and dealing with Related Party Transactions (RPT Policy)
which sets out the principles, approval process and disclosure requirements applicable to
all RPTs. The Policy is available on the Company's website at : https://www.proteantech.in/ corporate-governance/.
Prior to the commencement of each FY, the particulars of all proposed
RPTs, are placed before the Audit Committee for its review and approval, and thereafter
noted by the Board. In addition, the Audit Committee undertakes a quarterly review of all
RPTs. Any new RPTs
or modifications to the limits or terms of previously approved RPTs
were similarly placed before the Audit Committee for prior approval.
All RPTs entered into during the year were in the ordinary course of
business and on an arm's length basis. The Company did not enter into any Material RPTs
during the year. Accordingly, the disclosure of details under Section 134(3)(h) of the Act
in Form AOC-2 is not applicable. The company has, however, paid remuneration to Key
Management Personnel pursuant to their employment which is in the ordinary course of
business and at arms' length basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The company has taken following initiative in respect of conservation
of energy:
Solar Photovoltaic (PV) Panels with Installed capacity of 20 Kw was
commissioned at the Data Centre site in Pune. The Solar PV system at Data Centre site in
Pune has generated 20522 KWH units in FY 2025-26.
The Company continues to leverage technology and digital solutions to
enhance operational efficiency, improve customer experience and optimise business
processes. During the year, the Company focused on adopting and upgrading technology
solutions across its operations, including automation. The Company remains committed to
evaluating and adopting emerging technologies in line with its business requirements and
strategic objectives.
Foreign Exchange earnings/outgo during the year under review:
| Sr. Particulars No. |
FY 1 2025-26 1 |
FY 2024-25 |
FY 2023-24 |
| 1. Foreign Exchange Earnings |
86.22 |
35.45 |
NIL |
| 2. Foreign Exchange Outgo/ Expenditure incurred in |
38.56 |
8.46 |
38.58 |
| foreign currency |
|
|
|
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The investments made during the year are in accordance with the
provisions of the Companies Act, 2013. The particulars of Investments made during FY
2025-26 are set out in the Notes to Accounts which form part of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments, affecting the
financial position of the company which occurred during between the end of the financial
year to which the financial statements relate and the date of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy named as
Positive Work Environment Policy in line with the requirements of the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy has been
formed to prohibit, prevent or deter the commission of acts of sexual harassment of women
at workplace and to provide the procedure for redressal of complaints pertaining to sexual
harassment. An Internal Committee (IC) has been set up to redress complaints received
regarding sexual harassment. All employees (regular or temporary including contractor
employees, probationer, trainee and apprentice) of the company and the Subsidiaries are
covered under this policy.
There were no complaints received during the FY 2025-26. Awareness
program for all employees was conducted during the year.
Pursuant to the Companies (Accounts) Amendment Act, 2018, the company
has complied with provisions related to the constitution of Internal Committee under the
Act.
STATEMENT ON MATERITY BENEFIT COMPLIANCE
Your Company adheres to the provisions of the Maternity Benefit Act,
1961.
STATEMENT ON MATERITY BENEFIT COMPLIANCE
Your Company adheres to the provisions of the Maternity Benefit Act,
1961.
CODE OF ETHICS AND VIGIL MECHANISM
Your company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting highest standards of professionalism,
honesty, integrity and ethical behaviour. The company has adopted a Code of Ethics
("the Code"), which lays down the principles and standards that should govern
the actions of the company, its Directors and employees. Besides, the Staff Rules adopted
by the company also govern the conduct of the employees.
The Companies Act, 2013 provides for establishment of a vigil mechanism
for Directors and employees of the company to report genuine concerns. In view of the
above, the company has formulated 'Whistle Blower Policy' to enable its Directors and
employees to report instances of unethical conduct, actual or suspected fraud or violation
of the company's Code and Staff Rules and t o prescribe the procedures to be followed by
them.
Under this policy, any Director or employee of the company can report
any actual or possible violation of the Code or Staff Rules or other applicable laws or an
event he/she becomes aware of that could affect the business or reputation of the company
as per the procedure specified in the Policy. There is a Whistle Blower Committee
constituted by the company for overseeing the implementation of this Policy and to deal
with complaints received under the Policy. The vigil mechanism so established
provides for adequate safeguards against victimisation of persons who
use such mechanism and make provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. Details of Vigil Mechanism is provided on
your company's website: https://www.proteantech . in/
financial-reports
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OBJECTIVES
Your company plays an important role in building inclusive,
sustainable, and resilient digital public infrastructure. The efforts are focused on
ensuring equitable access, empowering communities, and generating lasting socio-economic
and environmental value for the people of India. As a trusted partner to both the
government and citizens, your Company is acutely aware of its responsibility to drive
systemic transformation in alignment with India's sustainable development goals and global
climate action commitments.
Guided by a robust, impact-oriented governance framework, your company
is committed to advancing transparent, accountable, and purpose-driven practices across
all facets of its operations. Sustainability is not just a priority but an integral part
of our decisionmaking process. It is driven by data and embedded at every level of the
organization.
Looking ahead, the Company reaffirms its commitment to advancing
transparency, accountability, and measurable impact as it continues its journey in
Environmental, Social, and Governance (ESG) practices. The Company remains dedicated to
ensuring that every action it takes not only drives business growth but also contributes
to building a sustainable, equitable future for all.
With this endeavor, the Company has developed its Integrated Annual
Report 2025-26, highlighting its value creation across multiple capitals and demonstrating
the integration of ESG performance into its business strategy
INSURANCE
Your company has obtained a Comprehensive Business Risk Insurance
Policy to cover risks associated with business operations. The scope of cover of this
Insurance policy includes legal liability and defense costs arising from third-party
financial losses, errors, omissions, or professional negligence during service delivery.
The policies have been obtained for the projects mentioned below:
a. Tax Information Network & PAN services
b. Central Recordkeeping Agency (CRA)
c. National Judicial Reference System (NJRS)
d. Aadhaar authentication and e-KYC services
e. e-sign Services to Application Service Providers
f. ONDC Reconciliation & Settlement Framework (RSF)
All the above policies are obtained to mitigate business related risks
involved.
Your company has also obtained following Insurance policies to cover
the organization level risk and the policies are as under:
Directors & Officers Liability Policy
Cyber Risk Liability Insurance Policy
Public Offering of Securities Insurance (POSI) Policy (This is a
one-time policy taken for a period of nine years.)
Apart from these, your company has taken adequate Insurance cover for
premises and equipment. The policy obtained is Electronic Equipment Insurance (EEI) and
Office Umbrella Insurance Policy.
All the policies are renewed on time to ensure continuity.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
MCA vide Companies (Accounts) Amendment Rules, 2021, has amended Rule 8
with respect to the disclosure of details of an application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as
at the end of FY. Your company wishes to inform that there is no such application made or
proceeding pending under the Insolvency and Bankruptcy Code, 2016 with respect to your
company during FY 2025-26.
DIFFERENCE IN AMOUNT OF THE VALUATION
MCA vide Companies (Accounts) Amendment Rules, 2021, has amended Rule 8
with respect to the disclosure of details of the difference between the amount of the
valuation done at the time of one time settlement and the valuation done while taking a
loan from the Banks or Financial Institutions along with the reasons thereof. Your company
would like to inform that the same was not applicable as there was no such instance of
either settlement or loan from Bank or Financial Institution during the year under review.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meetings.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Internal Financial Controls are an integral part of the risk management
process which in turn forms part of Corporate Governance addressing financial and
financial reporting risks. The Internal Financial Controls have been documented and
embedded in the business processes. Your Company has deployed the principles enunciated
below to ensure adequacy of Internal Financial Controls with reference to:
Effectiveness and efficiency of operations - Reliability of
financial reporting
Compliance with applicable laws and regulations
Prevention and detection of frauds
Safeguarding of assets
Your Company has defined policies and standard operating procedures for
all key business processes to guide business operations in an ethical and compliant
manner. Compliance to these policies is ensured through periodic self-assessment as well
as internal and statutory audits. The Company continues to constantly leverage technology
in enhancing the internal controls.
Your Board reviews the internal processes, systems and the internal
financial controls and accordingly, the Directors' Responsibility Statement contains a
confirmation as regards adequacy of the internal financial controls. Assurances on the
effectiveness of Internal Financial Controls is obtained through management reviews, self-
assessment, continuous monitoring by functional heads as well as testing of the internal
financial control systems by the internal auditors during the course of their audits. The
Company believes that these systems provide reasonable assurance that its internal
financial controls are designed effectively and are operating as intended.
CAUTIONARY STATEMENT
The Board Report contains statements which are made on behalf of the
company and are based upon the knowledge and information available to the Directors at the
time of making of this report.
APPRECIATION
Our Directors are grateful for the support and co-operation extended by
the Government of India, Reserve Bank of India, Ministry of Finance, Ministry of Corporate
Affairs, Ministry of Education, Securities Exchange Board of India, BSE Limited,NSE
Limited, Ministry of Information and Broadcasting, Pension Fund Regulatory and Development
Authority (PFRDA), Ministry of Agriculture & Farmers Welfare, Central Board of Direct
Taxes, Central Board of Indirect Taxes and Customs (CBIC), Central Board of Film
Certification (CBFC), Unique Identification Authority of India, Controller of Certifying
Authorities, State Governments/ Union Territories, State Commercial Tax Departments,
Department of Telecommunications (DoT), Indian Banks' Association, Business Partners,
Facilitation Centres, Points of Service, Enrolment Agencies, Consultants, Suppliers and
Bankers.
Our Directors express their deep sense of appreciation to all the
employees whose outstanding professionalism, commitment, tireless efforts and initiatives
have made the organization's growth and success possible. The Directors wish to express
their gratitude to our valued Members for their continued trust and support.
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