Company’s strategic finance and CISO remain tied to MTL

The Company’s Head - Strategic Finance and Treasury is seconded from Manipal Technologies Limited (MTL), while its Chief Information Security Officer (CISO) is a permanent MTL employee. MTL paid Rs 1.015 crore to the finance executive and Rs 65.4 lakh to the CISO in Fiscal 2026, while holding 61.55% of the Company’s fully diluted equity.

Why does the Company rely on MTL for strategic finance and cybersecurity?

The Company relies on MTL for two senior functions because Mayank Bhotika is seconded from MTL and Arun Bhaskar remains on MTL’s permanent payroll. Bhotika is listed as the Head - Strategic Finance and Treasury, and Bhaskar as the CISO, in the management organisation chart that also includes the chief executive officer, chief financial officer and chief operating officer.

The disclosed remits separate the two functions. Bhotika is responsible for financial planning for future strategies and treasury functions of The Manipal Group, while Bhaskar is responsible for developing and implementing the Company’s cybersecurity strategy. Treasury refers to the management of cash and financial resources, while cybersecurity concerns the protection of information systems and related risk controls.

The arrangement is limited to two named exceptions within the Company’s key managerial personnel and senior management. The Company states that all other key managerial personnel and senior-management members were permanent employees of the Company as of the red herring prospectus date. Fiscal 2026 had three key managerial personnel: the chief executive officer, chief financial officer and company secretary and compliance officer.

How is the Company’s strategic-finance secondment structured?

Bhotika is on secondment under an agreement dated June 1, 2025 between the Company and MTL, which the Company identifies as a promoter and promoter selling shareholder. The senior-management changes table records his appointment as Head - Strategic Finance and Treasury on June 1, 2025. The disclosure states that he was not on the Company’s payroll in Fiscal 2026 and received no remuneration from the Company for that fiscal.

MTL paid Bhotika Rs 1.015 crore individually in Fiscal 2026 and recorded the remuneration expense in MTL’s books. The arrangement means the Company’s reported Fiscal 2026 payroll did not include remuneration for its Head - Strategic Finance and Treasury. The prospectus does not disclose a direct Company employment contract for Bhotika; it identifies the June 1, 2025 secondment agreement as the basis for his placement.

Bhotika has more than 12 years of experience in finance, according to the disclosure, and previously worked at Pfizer Limited, KPMG, Reliance Industries Limited, PwC and Bioncon Limited, among others. His stated remit covers The Manipal Group rather than only the Company, making the role relevant to the wider promoter group’s future financial strategies and treasury functions.

Is the Company’s CISO employed and paid by MTL?

Yes. Bhaskar is the Company’s CISO but is a permanent employee on MTL’s rolls, where he also serves as executive vice president and chief information officer. He has held the Company’s CISO role since May 2, 2013 and has more than 27 years of information-technology industry experience.

Bhaskar received no remuneration from the Company in Fiscal 2026 because he was not on its payroll. MTL paid him Rs 65.4 lakh in Fiscal 2026. Unlike Bhotika’s arrangement, the disclosure does not identify a separate secondment agreement for Bhaskar.

The CISO’s duties sit within the Company’s formal risk-governance framework. The Risk Management Committee must meet at least twice in each financial year under Regulation 21 of the Securities and Exchange Board of India (SEBI) Listing Regulations. Its terms include identification of cyber-security risks, mitigation systems, business-continuity planning, risk tolerance and review of the adequacy of risk-management systems.

How concentrated is MTL’s ownership and management connection?

MTL held 139,302,995 Company equity shares, representing 61.55% of the issued, subscribed and paid-up equity share capital on a fully diluted basis as of the prospectus date. The Company lists MTL among seven promoters, and identifies MTL as the promoter selling shareholder as well as the employer or secondment provider for the two senior roles.

MTL’s own equity ownership was concentrated among two holders. Sandhya S. Pai, acting as trustee of Trivedita Family Trust - 2017, held 71.46% of MTL’s 12,921,913 equity shares, while Sharath Investments Private Limited held 12.71%. Together, those holdings represented 84.17% of MTL’s equity share capital.

MTL’s disclosed business includes printing cards, data processing, card issuance, payment-system management, digital-payment switching, issuance and acquiring solutions, and radio-frequency identification products. The prospectus identifies the ownership, secondment and employment links, but does not state that they create a conflict involving Bhotika’s or Bhaskar’s functions.

What changed in management turnover and employee attrition?

Key managerial personnel turnover fell to 0.00% in Fiscal 2026 from 33.33% in Fiscal 2025 and 66.67% in Fiscal 2024. Employee attrition was 8.09% in Fiscal 2026, higher than 5.64% in Fiscal 2025 but below 13.78% in Fiscal 2024.

The Company calculates key managerial personnel turnover as annual departures divided by the average number of key managerial personnel during the fiscal. It calculates employee attrition using annual employee departures divided by average employee headcount. Fiscal 2026 had three key managerial personnel and 1,816 employees, compared with three key managerial personnel and 1,831 employees in Fiscal 2025; the disclosure does not attribute these rates to the MTL-linked staffing arrangements.

Conclusion

The disclosed structure places the Company’s strategic-finance and cybersecurity leadership with executives linked to its controlling promoter through secondment or permanent employment. Bhotika’s Fiscal 2026 remuneration of Rs 1.015 crore was paid and accounted for by MTL, while MTL paid Bhaskar Rs 65.4 lakh and held 61.55% of the Company’s fully diluted equity.

The next relevant disclosure is whether the June 1, 2025 secondment agreement remains the basis for the strategic-finance role, because the prospectus does not state its duration or a direct employment alternative. Cybersecurity oversight is assigned to the Risk Management Committee, which must meet at least twice each financial year under the SEBI Listing Regulations, while Bhaskar’s employment remains with MTL.