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 31,2026.

A. FINANCIAL PERFORMANCE & COMPANY AFFAIRS

i. FINANCIAL HIGHLIGHTS

Your Company’s performance during the financial year ended on March 31,2026, along with previous year’s figures is
summarized below:

(''Amount in C millions’)

The Members are advised to refer to the separate section on Management Discussion and Analysis, which is part of this
report, for a detailed understanding about the Company, financial and operational performance, affecting the business
of the Company and industry overview.

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, the Board of Directors did not recommend any dividend for the financial year ended March 31,2026.

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations”), the Board of Directors of the Company has adopted a Dividend
Distribution Policy. The Policy outlines the parameters and factors to be considered by the Board in determining
the distribution of dividend to its shareholders and is available on the Company’s website and can be accessed at
https://documents.mobikwik.com/files/investor-relations/policies/Dividend-Distribution-Policy.pdf

iv. STATE OF COMPANY’S AFFAIRS

Information and Data pertinent for proper appreciation of the state of affairs of the Company are mentioned below:

B. SHARE CAPITAL

i. AUTHORISED SHARE CAPITAL

During the Financial Year 2025-26, there is no change in the Authorised capital as below:

The Authorised Share Capital of the Company is C38,32,28,190/- (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 C2/- (Rupees

two) each, 1,56,899 (One Lac Fifty-Six Thousand
Eight Hundred Ninety-Nine) Compulsory Convertible
Cumulative Preference Shares of C10/- (Rupees Ten)
each and 18,16,592 (Eighteen Lacs Sixteen Thousand
Five Hundred Ninety-Two) Compulsory Convertible
Cumulative Preference Shares of C100/- (Rupees One
Hundred) each.

ii. EQUITY SHARE CAPITAL

The issued, subscribed and paid-up equity share
capital of the Company as on March 31, 2025 is
C15,53,72,626 (Rupees Fifteen Crore Fifty-Three Lakh
Seventy-Two Thousand Six Hundred Twenty-Six only)
divided into 7,76,86,313 (Seven Crore Seventy-Six
Lakh Eighty Six Thousand Three Hundred Thirteen)
equity shares having face value of C2/- each.

During the Financial Year 2025-26, the Company
allotted following equity shares under MobiKwik
Employee Stock Option Plan 2014:

The issued, subscribed and paid-up equity share
capital of the Company as on March 31, 2026 is
C15,74,60,524/- (Rupees Fifteen Crore Seventy-Four
Lakh Sixty Thousand Five Hundred and Twenty-Four
Only) divided into 7,87,30,262 (Seven Crore Eighty-
Seven Lakh Thirty Thousand Two Hundred and Sixty-
Two Only) equity shares of C2/- each.

iii. PREFERENCE SHARE CAPITAL

During the Financial Year 2025-26, there is no change
in the preference share capital of the Company. The
Company does not have any issued, subscribed and
paid-up preference share capital as on March 31,2026.

C. EMPLOYEE STOCK OPTION SCHEME

The Company established the MobiKwik Employee
Stock Option Plan, 2014 (ESOP Scheme/Plan) which

was approved by the shareholders vide their Special
Resolution dated August 05, 2014. Post IPO of equity
shares of the Company, the said scheme was amended
and ratified by the shareholders as per Regulation 7
and Regulation 12 of Securities and Exchange Board
of India (Share Based Employee Benefit and Sweat
Equity) Regulations, 2021 (“SEBI ESOP Regulations”)
through Postal Ballot dated March 06, 2025. Under
the ESOP Scheme, the Company is authorized to issue
upto 45,64,260 fully paid-up Shares of face value of
C2/- each, with each such Option conferring a right
upon the Eligible employee to apply for one share of
the Company. The Shareholders of the Company in
17th Annual General Meeting held on September 16,
2025 approved the below amendments in the Plan:

• Inclusion of Clause 2.1 Definitions: (xli) Validity of
grant: means the period which shall not exceed
fifteen (15) years from the Vesting Date.

• Substituting existing Clause 7.2 (a) Exercise while in
employment: The Vested Options can be exercised
by the Employees at one time or at various points of
time, within the Exercise Period of seven (7) years
from the date of vesting of Options or such period
as determined by the Nomination & Remuneration
Committee which shall not exceed the Validity of
the Grant, during the Exercise Window as intimated
from time to time to the Grantee.

• Substituting existing Clause 7.2 (b) (1) Voluntary
Resignation (other than due to Cause): All the
Vested Options as on Cessation Date can be
exercised within 6 (Six) months from the Cessation
Date or before the expiry of overall exercise period.

The details as required to be disclosed under Regulation
14 of SEBI ESOP Regulations read with applicable
circulars issued thereunder, are available on the website
of the Company at https://documents.mobikwik.com/
files/investor-relations/policies/MobiKwik-Employee-
Stock-Option-Plan-2014.pdf?v=0117092025

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

The Company has also obtained certificate from the M/s Surya Gupta & Associates, Company Secretaries confirming
that ESOP Plan has been implemented in accordance with the SEBI ESOP Regulations. The said certificates will be made
available for inspection by the members electronically during the ensuing AGM of the Company or any shareholder
who wishes to obtain a copy of certificate may request the same by sending an email to the Company Secretary and
Compliance Officer at [email protected]

D. DIRECTORS & KEY MANAGERIAL PERSONNEL

i. BOARD OF DIRECTORS

As on March 31,2026, the Board of the Company consist of the following Eight (8) members:

During the year:

• The Board of Directors, on the recommendation of
Nomination and Remuneration Committee of the
Company, in their meeting held on December 17,
2025 had appointed Mr. Radhakrishna Nair (DIN:
07225354) as Additional Director in capacity
of Non-Executive Independent Director with
effect from December 1 7, 2025. Subsequently,
the Board recommended his appointment as
Non-Executive Independent Director, not liable
to retire by rotation to the Shareholders of the
Company. The Shareholders through Postal Ballot
on January 21, 2026, approved his appointment
as Non-Executive Independent Director with
effect from December 17, 2025 for a term of five
consecutive years, not liable to retire by rotation.
He will continue as an Independent Director
of the Company for the said term of 5 years,

notwithstanding his attaining the age of 75 years
during the fifth year of the aforesaid tenure and
the aforesaid approval of shareholders by way of
special resolution for his appointment, aged 70
years, as Non-Executive Independent Director of
the Company, effective from December 17, 2025,
for a first term of five consecutive years and not
liable to retire by rotation, be deemed to constitute
approval for the purpose of Regulation 17(1A) of
SEBI Listing Regulations, to be obtained prior to
his attaining the age of seventy five years.

• The Company also appointed Mr. Navdeep Singh
Suri as Chairperson of the Board of Directors in
place of Ms. Upasana Rupkrishan Taku with effect
from December 17, 2025.

In accordance with the provisions of the Companies Act,

2013, Mr. Vineet Bansal (DIN: 05156956), Non-Executive

Nominee Director will retire by rotation at the ensuing
Annual General Meeting (AGM), and being eligible,
has offered himself for re-appointment. Your directors
recommended re-appointment of Mr. Vineet Bansal 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 read with Regulation 16 of the Listing
Regulations along with declaration on compliance with
Rule 6(1) and 6(2) of the 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. They are not disqualified from continuing as
an Independent Director of the Company. The Board
considered the expertise, domain knowledge and
experience of all the Independent Directors in areas of
digital payments, fintech, technology, public relations,
capital market and governance. The Board is of the
opinion that all the Independent Directors possess
requisite qualifications, experience, expertise (including

iii. NUMBER OF BOARD MEETINGS

During the financial year ended on March 31, 2026,
the Board met 6 (Six) times and the gap between two
meeting does not exceed 120 days as prescribed
under Companies Act, 2013 and Listing Regulations.

iv. COMMITTEES OF THE BOARD

At present, five committees of the Board are in place which have been established as part of best corporate governance
practices and in compliance with the requirements of the relevant provisions of applicable laws and statutes. The
Committees and their compositions as on March 31,2026 are herein under: -

The terms of reference, meetings of Committees and attendance thereat have been disclosed in the Corporate
Governance Report forming an integral part of this Report.

During the year under review, recommendations of the aforesaid Committees were duly accepted by the Board.

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 read with Regulation
19 of Listing Regulations is available on the Company’s website at https://documents.mobikwik.com/files/investor-
relations/policies/Remuneration-Policy.pdf

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 and individual
Directors after seeking feedback from all the Directors
based on criteria laid.. In the evaluation of directors, the
directors subject to evaluation, had not participated.

The Nomination & Remuneration Committee (“NRC”)
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
NRC vide the said Policy framed questionnaires for
evaluation of performance of the Board as a whole,
statutory 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 read
with Guidance note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5,
2017. The questionnaires were circulated to all the
Directors for their feedback.

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 Committees were
evaluated based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.

The Independent Directors of the Company convened
a separate meeting on March 26, 2026 in accordance
with the ‘Code of Conduct’ of the Independent Directors

as prescribed under Schedule IV of the Companies
Act, 2013, wherein they inter alia, evaluated the
performance of (a) Non-Independent Directors; (b)
the Board as a whole; and (iii) the Chairman of the
Company was evaluated, taking into account the views
of executive Directors and non-executive Directors.

Performance evaluation of Independent Directors was
done by the entire Board, excluding the Independent
Director being evaluated.

A summary report of the feedback of Directors on the
questionnaire(s) was considered by the NRC and the
Board of Directors and subsequently the performance
of the Board, its committees, and individual Directors
including Independent Director and the Chairperson
of the Board was also discussed. The NRC and the
Board were satisfied with the evaluation process, which
reflected the overall engagement of the Board and its
Committees with the Company.

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, 2026,
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 31,2026; and
of the profit of the Company for the year ended on
March 31,2026;

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. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review the Company does not have any Associate Company or Joint Venture.

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

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, 2026 are available for inspection at the
Company’s website viz. https://www.mobikwik.com/ir/
subsidiary-financials

A statement containing the salient features of
the financial statements of Subsidiaries and their
contribution towards the overall performance of the
Company during the year under review, in the prescribed
Form AOC-1 is annexed to the Consolidated Financial
Statements of the Company for the financial year 2025¬
26 and is part of this Annual Report and hence, not
reproduced here. The ‘Policy for determining Material
Subsidiary(ies)’, is available on the Company’s website
at https://documents.mobikwik.com/files/investor-
relations/policies/Policy-on-Material-Subsidiary.pdf

F. AUDIT & AUDITORS’ REPORT

i. STATUTORY AUDITOR

In terms of the provisions of Section 139 of the
Companies Act, 2013, 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 first term of
5 (Five) consecutive years at the 12^th Annual General
Meeting of the Company held on December 31,2020
to hold the office from the conclusion of 1 2th AGM
(held in calendar year 2020) till the conclusion of the
17th AGM (held in calendar year 2025).

BSR completed their first term as Statutory Auditors of
the Company on conclusion of 17^th AGM and as part of
the internal restructuring at M/s B S R & Associates LLP,
they requested to continue for the second term from
their other concern namely B S R and Co, Chartered
Accountants (Firm Registration No. 128510W), for 5 (five)
consecutive years i.e from the conclusion of 17th AGM
(held in calendar year 2025) till the conclusion of 22nd
AGM (to be held in calendar year 2030), which was duly

approved by the shareholders of the Company in the
Annual General Meeting held on September 16, 2025.

M/s. B S R and Co, Chartered Accountants have
confirmed that they are not disqualified from continuing
as Statutory Auditors of the Company and satisfy the
prescribed eligibility criteria.

The report of the Statutory Auditor on Annual Financial
Statements (Standalone and Consolidated) of the
Company for the financial year ended on March 31,
2026, was issued with an unmodified opinion i.e. it
does not contain any qualification, reservation, adverse
remark or disclaimer.

ii. SECRETARIAL AUDITOR

In terms of Regulation 24A of the Listing Regulations read
with Section 204 and other applicable provisions of the
Companies Act, 2013, the members of the Company in
its 17^th Annual General Meeting held on September 16,
2025 approved the appointment of M/s. Surya Gupta &
Associates, Company Secretaries as Secretarial Auditor
of the Company for a period of 5 years commencing
from FY 2025-26 till FY 2029-30 to conduct Secretarial
Audit of the Company. The Secretarial Audit Report is
annexed herewith as “Annexure-A” and the Secretarial
Audit Report of material subsidiary is annexed herewith
as “Annexure-B”. The Secretarial Audit Reports does not
contain any qualification, reservation, or adverse remark.

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 Protiviti India Member Private
Limited” as the Internal Auditor of the Company for the
financial year 2025-26 and 2026-27 respectively.

iv. REPORTING OF FRAUD

During the year under review, the Statutory 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.

However, there has been an instance where the
management of the Company on September 12, 2025
detected a fraud wherein some registered merchants
and users, in collusion with each other from limited
locations of Haryana have claimed unauthorized
settlements of C403.59 million from the Company with
the clear intent to gain an unfair monetary advantage.
Upon detection of the incident, the Company promptly
initiated legal and recovery proceedings. A First
Information Report (FIR) was lodged on September
13, 2025, and pursuant to directions from the law
enforcement authorities, debit freeze and lien markings
were placed on the bank accounts into which the
unauthorized settlements had been credited. As
at March 31, 2026, the Company had successfully
recovered C276.02 million. In addition, C9.26 million
remains secured through merchant affidavits and court
orders and is expected to be recovered in due course.
Appropriate accounting treatment has been given in
the financial statements in respect of the remaining
exposure of C118.31 million.

The Company has reviewed and further strengthened
its monitoring and control mechanisms following the
incident. The Company also confirms that no employee
or officer of the Company was involved in the fraud.

G. 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
Companies Act, 2013 read with the Listing Regulations
and 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 viz. https://documents.
mobikwik.com/files/investor-relations/policies/Policy-
On-Related-Party-Transactions.pdf

Reference of Members is invited to Note no. 32 of the
Standalone Financial Statements, which sets out the
related party disclosures as per IND AS-24.

H. 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, including those which in the opinion of the Board
may threaten the existence of the Company.

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

Details of investments made, and loans/ guarantees/
securities given, as applicable, in compliance with
Section 186 of the Companies Act, 2013, are given in
Note no. 6 of the Standalone Financial Statements.

J. DEBENTURE

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

Redemption of Debentures: The Company had issued
secured, redeemable, non-convertible debentures
("NCDs") to BlackSoil on March 19, 2024. The aggregate
issue size was C 500 million. The aforesaid NCDs were
redeemed in full on February 28, 2026 in accordance
with the terms of the Debenture Trust Deed and other
transaction documents.

K. CORPORATE SOCIAL RESPONSIBILITY
(“CSR”)

The Company is covered under the provisions of
Section 135 of the Companies Act, 2013 ("the Act") and
the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, based on the applicability
criteria prescribed under the Act.

In accordance with the provisions of Section 1 35 of
the Act, the Company has constituted a Corporate
Social Responsibility ("CSR") Committee of the Board
and has adopted a CSR Policy, which sets out the
guiding principles for undertaking CSR initiatives in
areas specified under Schedule VII to the Act. The
CSR Policy is available on the Company''s website at
https://documents.mobikwik.com/files/investor-relations/
policies/Corporate-Social-Responsibility-Policy-One-
MobiKwik.pdf?v=01.0118032025. 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.

Further the average net profit of the Company,
calculated in accordance with the provisions of
Section 198 of the Companies Act, 2013 for the three
immediately preceding financial years, is Negative.
Accordingly, the Company was not required to spend
any amount towards Corporate Social Responsibility
activities during the financial year 2025-26.
Consequently, no CSR expenditure was incurred during
the year under review.

Further no amount was required to be transferred
to the unspent CSR account or to any fund specified
in Schedule VII to the Act. The details as required
under Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, forms part of this Annual Report as
“Annexure C”.

L. VIGIL MECHANISM

The Vigil Mechanism, as envisaged in the Companies
Act, 2013 & rules made thereunder read with Listing
Regulations, 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 Policies including
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 viz. https://documents.
mobikwik.com/files/investor-relations/policies/VIGIL-
MECHANISM-POLICY28jan.pdf?v=01.0128012025

M. 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
31,2026 is available on the website of the Company at
https://www.mobikwik.com/ir/meetings/agm

N. 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”.

O. 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.

P. 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.

The disclosure with respect to complaints under Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is as follows:

Q. 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.

R. 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.

S. 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:

T. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
affecting the financial position of your Company
between the end of the financial year 2025-26 and
date of this report.

U. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

During the Year under Review, the provisions of the
Maternity Benefit Act, 1961 including amendments
thereto were applicable to the Company and have
been duly complied with.

V. DETAILS RELATED TO EMPLOYEES:

As of March 31,2026, the Company had 789 permanent
employees. Our employees have consistently remained
among the most valued stakeholders of the Company
and their contributions continue to drive our growth
and success.

In accordance with the provisions of Section 197 of the
Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the requisite disclosures
relating to the remuneration of Directors and employees
are provided in “Annexure-E”.

Pursuant to Section 136 of the Companies Act, 2013
and the applicable rules thereunder, the Annual Report
including the Financial Statements are being circulated
to the shareholders excluding the statement containing
particulars of employees’ remuneration under Section
197 of the said Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Any shareholder who wishes to obtain a copy of such
information may request the same by sending an email
to the Company Secretary and Compliance Officer at
[email protected]

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 sweat equity shares by 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.

6. Neither the Managing Director nor Whole¬
time Director of the Company received any
remuneration or commission from its subsidiary
company. Accordingly, the disclosure pursuant to
Section 197(14) of the Companies Act, 2013 is
not applicable.

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

8. There was no deviation or variation in the
utilisation of proceeds from the Initial Public Offer
("IPO") from the objects stated in the Prospectus
dated December 14, 2024. The proceeds have
been utilised in accordance with the objects of
the issue as approved by the Board and disclosed
in the Prospectus. Details of the utilisation of the
IPO proceeds are provided in Note 44 to the
Standalone Financial Statements and Note 46 to
the Consolidated Financial Statements forming
part of this Annual Report.

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

X. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Business Responsibility and Sustainability Report ("BRSR") describing the Company''s initiatives from an environmental,
social and governance perspective forms an integral part of this Annual Report.

Y. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report, covering the Company''s
operational and financial performance, industry developments, opportunities, risks and outlook, forms an integral part
of this Annual Report.

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

Sd/- Sd/-

Bipin Preet Singh Upasana Rupkrishan Taku

Managing Director & CEO Whole-Time Director & CFO
DIN: 02019594 DIN: 02979387

Date : August 03, 2026
Place : Gurugram

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:

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: -

B. SHARE CAPITAL

i. AUTHORISED SHARE CAPITAL

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

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:

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:

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: -

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:

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:

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:

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:

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