One Mobikwik Systems Ltd

Dear Members,

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, 2023.

i. FINANCIAL HIGHLIGHTS

Your Company's performance during the financial year ended on March 31, 2023, along with previous year's figures is summarized below:

('Amount in INR millions']

We are glad to inform that the total income for the year grew by 3.29 % on a consolidated basis and the consolidated loss after tax for the year reduced from Rs. 1,281.62 million to Rs. 838.14 million.

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, 2023.

iv. STATE OF COMPANY'S AFFAIRS

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

i. AUTHORISED SHARE CAPITAL

During the Financial Year 2022-23, there is no change in the Authorised Share Capital of the Company. As on March 31, 2023, the Authorised Share Capital of the Company Rs. 34,32,28,190/- (Rupees Thirty Four Crore Thirty Two Lakh Twenty Eight Thousand One Hundred & Ninety Only] divided into

8,00,00,000 (Eight Crore] Equity Shares of Rs. 2/- (Rupees two] each, 1,56,899 (One Lac Fifty Six Thousand Eight Hundred Ninety Nine] Compulsory Convertible Cumulative Preference Shares of Rs. 10/- (Rupees Ten] each and 18,16,592 (Eighteen Lacs Sixteen Thousand Five Hundred Ninety Two] Compulsory Convertible Cumulative Preference Shares of Rs. 100/- (Rupees One Hundred] each.

ii. EQUITY SHARE CAPITAL

During the Financial Year 2022-23, there is no change in the Equity Share Capital of the Company.

iii. PREFERENCE SHARE CAPITAL

During the period under review, the Company has allotted 39,742 partially paid-up Series H Compulsorily Convertible Cumulative Preference Shares (CCCPS] having face value of Rs. 100/- (Rupees One Hundred Only] each and a premium of Rs. 1032.30/- (Rupees One Thousand Thirty-Two and Thirty Paisa Only] per share aggregating to Rs. 4,49,99,867/-, wherein, the Subscribers paid Re. 1/- [Rupee One Only] per CCCPS as the share application money being adjusted towards the face value of the CCCPS and remaining Rs. 1131.30/- [Rupees One Thousand One Hundred Thirty-One and Thirty Paisa Only] per CCCPS is payable on Calls in accordance with the terms & conditions as stipulated in the Securities Subscription Agreement.

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. During the year under review, the Members of the Company in its Annual General Meeting held on September 28, 2022 has amended the terms mentioned in Clause 7.2(b] of the ESOP Scheme of the Company i.e. Voluntary Resignation (other than due to Cause] under the head 'Exercise Period'. Under the Scheme, the Company is authorized to issue upto 45,64,260 fully paid-up Shares in the Company of face value of Rs. 2/- each with each such Option conferring a right upon the Eligible employee to apply for one share of the Company.

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

i. BOARD OF DIRECTORS

As on March 31, 2023, 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, Whole Time Director (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 Rupkrishan Taku for approval of the Members at the ensuing AGM.

During the year under review, there is no change in the Board of Directors of the Company. Further, Mr. Chandan Joshi has resigned from the office of Whole-time Director of the Company w.e.f. June 06, 2023 and is continuing his association with the Company as Co-founder and CEO-Payment Business of the Company.

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) 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. The Board considered the domain knowledge and experience of all the Independent Directors in areas of Payment System Operators, technology and public relations. The Board is of the opinion that all the Independent Directors possess requisite qualifications, experience, expertise (including proficiency) and hold highest standards of integrity.

ii. KEY MANAGERIAL PERSONNEL:

During the year under review, following are the changes in the office of Key Managerial Personnel(s) of the Company:

The Board of Directors in its meeting held on June 15, 2023, has appointed Ms. Upasana Rupkrishan Taku, Whole-time Director & COO of the Company, as the Interim Chief Financial Officer and Key Managerial Personnel of the Company upon the recommendations made by the Nomination & Remuneration Committee.

Further, the Board of Directors in its meeting held on September 12, 2023, has appointed Mr. Rajat Kayathwal, as Company Secretary and Key Managerial Personnel of the Company upon the recommendations made by the Nomination & Remuneration Committee.

iii. NUMBER OF BOARD MEETINGS

During the financial year ended on March 31, 2023, the Board met 5 (Five) times and the gap between two meeting does not exceed 120 days as prescribed under Companies Act, 2013.

iv. COMMITTEES OF THE BOARD

At present, seven 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.

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;//documgnts,.m.Qb.ikwik.CQm/fiIes/investor-relations/policies/Remuneration-Policv.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, 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 09, 2023 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^) 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, 2023, 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, 2023; and of the loss of the Company for the year ended on March 31, 2023;

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, no company became or ceased to be the subsidiary, 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, 2023 are available for inspection at the Company's website viz. https;//www.mobikwik.com/ir/financial-statements#subsidiarv.

A report on the performance and financial position of each of the subsidiary companies, in the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements 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/Policv-Qn-Material-Sub^ldiaLVJKif.

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, 2023, is an unmodified opinion i.e. it does not contain any qualification, reservation, adverse remark or disclaimer.

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. DPV & Associates LLP, Company Secretaries (LLPIN: AAV-8350) as Secretarial Auditor, to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as "Annexure-A". The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

During the year under review; the Statutory Auditor and 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.

iii. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, the Board of Directors had appointed "Grant Thornton Bharat LLP" as the Internal Auditor of the Company for the financial year 2021-22 & 2022-23.

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 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. ktlDSJ//documents,mobikwik.com/?iles/investor-relations/policies/Policv-On-Related-Partv- 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.

I. 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.

J. DEBENTURE

During the year under review, the Company has issued 900 unlisted, secured, redeemable Non-Convertible Debentures of the Company having face of Rs. 5,00,000/- each aggregating to Rs. 45,00,00,000/- (Rupees Forty-Five Crores Only) and 100 unlisted, secured, redeemable Non-Convertible Debentures of the Company having face value of Rs. 10,00,000/- (Rupees Ten Lacs Only) each aggregating to Rs.

10,00,00,000/- (Rupees Ten Crores Only).

K. 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 viz. httPS;//docmpentSim.Qbikwik.CQm/files/investor-relations/policies/VIGIL-MECHANISM-POLICY.ndf.

L. 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, 2023 is available on the website of the Company at httns: //www.mobikwik.com /ir/meetings

M. 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-B'.

N. 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.

O. 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 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 Company conducts regular training sessions for employees and members of the Internal Committee and has also rolled-out an online module for employees to increase awareness. No complaint was reported during the year under review.

P. 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.

Q. 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.

R. 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:

S. 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.