Paisalo Digital Ltd

To The Members, Paisalo Digital Limited

It is our pleasure to present the 32nd Annual Report together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024. This report read with Corporate Governance Report and Management Discussion & Analysis includes macro economic scenario, governance philosophy, financial performance of the Company, business overview, opportunity and threats and various initiative taken by the Company.

Company Overview

Paisalo Digital Limited, is a Public Limited Company incorporated on March 5, 1992 under the Companies Act, 1956 and has its registered office at Delhi, India. It is registered as a Non-Deposit taking Non-Banking Finance Company vide the Reserve Bank of India (‘RBI') registration number B-14.02997 and classified as Non-Deposit Taking Systemically Important Middle Layer NBFC. The Company launched its Initial Public Offering of equity share and was listed on UP Stock Exchange; Ahmedabad Stock Exchange and Delhi Stock Exchange in the year 1996. Subsequently, shares of the Company got listed on BSE Limited (“BSE”) in the year 2007 and National Stock Exchange of India Limited (“NSE”) in the year 2009. At currently equity shares are listed on BSE and NSE and Secured Non-Convertible Debt Securities of the Company are listed on BSE.

Financial Highlights

The Standalone financial performance of the Company for the Financial Year 2023 24 is summarized below:

(in Million)

Results of Operations and State of Company's Affairs

Revenue from operations for the year ended March 31, 2024 has increased by 43.05 % at INR 6,050.43 Million over the corresponding previous year. The Net Profit of your Company for the financial year ended March 31, 2024 stood at INR 1770.19 Million as against the Net Profit of INR 916.93 Million for the financial year ended March 31, 2023. Accordingly, the Net Profit for the financial year ended March 31, 2024 reflects a growth of 93.06 % over the corresponding Profit for the financial ended March 31, 2023.

Transfer to Reserves

Under Section 45IC of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFC) are required to transfer a sum not less than 20% of its net profits every year to Reserve Fund before declaration of any dividend. Accordingly, the Company has transferred INR 354.04 Million (previous year INR 183.39 Million) to Statutory Reserve. Further, INR 1250.00 Million has been transferred to General Reserve for financial year 2023-24.

Pursuant to provisions of Companies Act, 2013 read with relevant rules thereunder, the Company, being a NBFC, is exempt from creating debenture redemption reserve in respect of privately placed debentures including the requirement to invest up to 15% of the amount of debentures maturing during the next financial year. However, the Company maintains sufficient liquidity buffer to fulfill its obligations arising out of debentures.

Subsidiary Company

The Company has only one Wholly Owned Subsidiary viz. Nupur Finvest Private Limited, a registered Non Deposit taking Non Banking Finance Company. Nupur Finvest Private Limited is engaged in finance activities. At the year ended March 31, 2024, the net worth of the Company stood at INR 580.08 Million. During the reporting period, the subsidiary reported income of INR 539.63 Million and Profit Before Tax (PBT) and Profit After Tax (PAT) at INR 26.50 Million and INR 19.55 Million respectively. During the FY 2023-24, no new Subsidiary was incorporated/acquired. The Company neither has any Associate Company nor has entered into a Joint Venture with any other Company.

The Financial Statement of Subsidiary Company is also available in a downloadable format under the Investor Section on the Company's website at www.paisalo.in.

Pursuant to the provisions of Regulation 16 of SEBI (LODR) Regulations, 2015, Company has a Policy for Determining of Material Subsidiary which is available at Company's website at https://www.paisalo.in/pdf/corporate_governance/Policy_ for_determining_material_subsidiary.pdf

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including applicable Accounting Standard on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year ended March 31, 2024.

Consolidated financial performance of the Company financial yearended March 31, 2024 is summarized below:

(Rs. in Millions)

Review of Operations

Paisalo is engaged in the business of providing convenient and easy loan to financially excluded at bottom of India's economic pyramid financialproducts which inter-alia includes SME & MSME Loans, Income through its numbers of Generation Loans for business/self employment purpose and Business Correspondent. The Company has served more than 4.29 Lakhs customers since its inception and expanded it presence in 21 States of the Country with 2455 touch points.year During the period under review, Company's total disbursements reached to INR 35,902.40 Million and it has posted 91.17 % increase in the Net Profit after tax for FY 24 over FY 23. During this period Gross NPA and Net NPA stood at 0.21% and 0.02% respectively.

Paisalo is one of the leading NBFC in the market in providing small-ticket income generation loans through co-lending arrangements for this company has entered into co-lending agreements with several banks including State Bank of India, Bank of Baroda, UCO Bank, Punjab National Bank and Karnataka Bank. This partnership capitalizes on Paisalo's distribution network and the bank's low cost of funds, allowing to serve the unbanked population of the country. Through our digital underwriting platform, we combine the advantages of bank capital with our specialized risk management expertise, creating a position in the small ticket size co-lending segment and allowustomaintainlowerriskprofile,setting it apart from peers in the market.

Key Ratio

The Key Ratio for Financial Year ended March 31, 2024:

Net Worth and Capital Risk Adequacy Ratio (CRAR)

The Net Worth of the Company (Standalone) increased to INR 13210.58 Million as on March 31, 2024 from INR 11,609.99 Million as on March 31, 2023. The Capital Risk Adequacy Ratio (CRAR) stood at 35.92% as on March 31, 2024 as against 40.34 % as on March 31, 2023, which is much above the requirement as stipulated by Reserve Bank of India.

Awards and Recognition

For the period under review, Company was awarded by Financial Inclusion Department of State Bank of India, Head Office Lucknow, for “Best Achiever” in PMSBY, PMJDY, APY and Financial Inclusion Department of State Bank of India, LHO Kolkata for “Best Performance” ACC enrolled with eKYC (%) & “1st Runner Up” Total A/c Enrolment (%).

Issue of Bonus Equity Shares

Pursuant to resolution passed by the Shareholder of the Company on March 8, 2024, Company has allotted 44,90,21,990 (Forty Four Crores Ninety Lakhs Twenty One Thousand Nine Hundred and Ninety only) fully paid up Equity Shares of Re. 1/- (Rupee One only)each as Bonus Issue on March 21, 2024 in 1:1 ratio i.e. 1 (One) Equity Share for every 1 (One) fully paid up Equity Share of Re. 1/- (Rupee One only) each to the Shareholders holding equity shares on record date i.e. March 20, 2024.

Share Capital

The Authorized Share Capital of the Company stood at INR 1,25,00,00,000.00 consisting of 1,20,00,00,000 Equity Shares of Re. 1/- (Rupee One only) each and 50,00,000 Preference Shares of Rs. 10/- (Rupees Ten only) each. Consequent to allotment of Bonus Equity Shares, the Issued Share Capital, Subscribed Share Capital and Paid-up Share Capital of the Company has been increased and accordingly as on March 31, 2024, the same stood as under:

Debt Securities/Instruments and Utilization of Fund Raised from it

During the year under review, Company has raised INR 1,377.50 Million by issuing Listed Secured Rated Non Convertible Debentures on private placement basis and INR 1,011.00 Million by issuing Unlisted Unsecured Unrated Non Convertible Debentures on private placement basis. The fund raised from such issue were utilized for the financing activities. In case of Secured Debentures, an asset cover of at least 110% is maintained at all times.

During the year, the Company has also raised funds for short term purpose through listed/unlisted Commercial Papers.

The Fund so raised during the year from debt securities/instruments had been utilized for the same purpose as mentioned in the Offer Letters.

As on March 31, 2024 outstanding debt securities/instruments were as under:

Bank Finance

Your Company raised funds for its working capital and business requirements from various Banks and the total amount of Bank loan outstanding as on March 31, 2024 was INR 17,494.45 Million as against INR 13,017.52 Million on March 31, 2023.

Timely Repayment of Debt Liabilities

During the year under review, the Company has duly serviced all its debts obligations in time.

During the year the Company has also make payment of interest and principal amount on Non Convertible Debentures as per the terms of issue(s).

Accordingly, there is no event of default of interest/principal payment during the year.

Dematerialisation of Equity Shares

Equity Shares of the Company are compulsorily tradable in demat form. As on March 31, 2024, 99.99% of the Equity Shares of total outstanding fully paid-up equity shares of the Company are in Dematerialized form and only 20,010 Equity Shares of INR 1/- each out of total Equity Shares were in physical form.

Dividend Distribution Policy

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company had formulated a Dividend Distribution Policy of the Company, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit policy is available on the website of the Company at https://paisalo.in/pdf/corporate_governance/Dividend_Distribution_ Policy.pdf

Dividend

RBI vide its circular dated June 24, 2021 has laid down a framework for declaration of dividend by NBFCs. Accordingly, the Board of Directors, after taking into account various aspects and in compliance with the said circular, recommend for consideration of the members at the ensuing Annual General Meeting (‘AGM'), payment of final dividend of INR 0.10 (10%) per equity shares of face value of INR 1.00. The dividend recommended is in accordance with the principles and criteria set out in the Company's dividend distribution policy. Total dividend proposed for the year does not exceed the ceilings specified in said circular/ RBI Master Directions.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the Members of the Company pursuant to Income Tax Act, 1961.

Unclaimed Dividend and Unclaimed Shares

Pursuant to Rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your company furnished a statement / information through Form IEPF 2 to the Ministry of Corporate Affairs, of the unclaimed dividends amounting to INR 1,33,607.38 as on the date of financial year ended on year under review, there was an amount of INR 20,451.00 of unpaid and unclaimed dividend for a period of 7 years from the date it was lying in the unpaid dividend, accordingly, pursuant to provisions of Section 124(5) of the Companies Act, 2013, INR 20,451.00 have been transferred in the Investor Education and Protection Fund (IEPF) of the Central Government in November 8, 2023.

The Company has uploaded the details of unclaimed dividend on the Company's website at https://www.paisalo.in and also on website specified by the Ministry of Corporate Affairshttp://www.iepf.gov.in/IEPF/services.html. IEPF is holding 11,740 Shares of the Company, at the end of the year under review.

Deposit

Your Company is registered with the Reserve Bank of India (RBI), as a Non-Deposit taking Systemically Important Middle Layer NBFC (NBFC-ND-SI) under Section 45-IA of the RBI Act, 1934. Your Directors hereby report that the Company has not accepted any public deposits during the year under review and it continues to be a Non-Deposit taking Non-Banking Financial Company in conformity with the guidelines of the RBI. As such, no amount of principal and interest was outstanding during the year.

Further during the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

Credit Rating

M/s Infomerics Valuation and Rating Pvt. Ltd. assigned following rating to Company's instruments:

Board of Directors, Key Managerial Personnel (KMP) and Board Meetings

The Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI's Corporate Governance provisions as applicable on the Company and provisions of the Articles of Association of the Company. The Company's Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company. As on March 31, 2024, The Board of Directors of the Company consist of 9 (Nine) Directors, out of whom five are Non Executive Independent Directors. Details of the Directors are as follows:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

Executive Director

During the year under review, Shareholders vide their resolutions dated May 5, 2023 confirmed the reappointments of :

1. Mr. Sunil Agarwal as Managing Director of the Company for a period of five years commencing from February 20, 2023,

2. Mr. Anoop Krishna as Whole-Time Director designated as Executive Director for a period of three years commencing from February 23, 2023,

3. Mr. Harish Singh as Whole-Time Director designated as Executive Director and Chief Financial Officer for a period of five years commencing from August 1, 2023.

Independent Director

Shareholders vide their resolution dated May 5, 2023 has appointed Mr. Nirmal Chand (DIN: 10041305) as Independent Director, who was previously appointed as an Additional Director by the Board on March 27, 2023.

Cessation of Director

During the year under review, Mr. Nirmal Chand (DIN: 10041305) ceased to be the Director of the Company w.e.f. July 19, 2023 as he resigned from the Directorship due to potential conflict of interest as July 19, 2023. The Board places on record its sincere appreciation for the valuable contribution made by him during his short tenure as Independent Director on the Board of the Company.

Recommendation for Reappointment of Independent Directors

In terms of Section 149 (10) of the Companies Act, 2013, an Independent Director shall hold office for a term upto five consecutive years on the Board of the Company but shall be eligible for re-appointment on passing of a Special Resolution by the Shareholders of Company, accordingly, based on the recommendation of Nomination and Remuneration Committee of the Company, the Board of Directors recommends re-appointment of Mr. Raman Aggarwal and Mr. Vijuy Ronjan as Independent Directors, whose first terms are completing on October 14, 2024 and October 7, 2024 respectively, for second consecutive term of 5 years, for approval through Special Resolution by Shareholders of the Company.

Brief particulars of Mr. Raman Aggarwal and Mr. Vijuy Ronjan as required under the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notice convening the 32nd Annual General Meeting of the Company.

Retirement by Rotation

During the year under review, Mr. Anoop Krishna (DIN 08068261), who retired at the 31st Annual General Meeting, was reappointed as an Executive Director of the Company.

In terms of Section 152 of Companies Act, 2013, Mr. Santanu Agarwal, Executive Director (DIN 07069797), is liable to retire by rotation at the 32nd Annual General Meeting and being eligible for re appointment, offers himself for re appointment as Director. The Board of Directors of the Company in its meeting held on August 09, 2024 based on the recommendation of Nomination and Remuneration Committee recommended to the Members re appointment of Mr. Santanu Agarwal as a Director of the Company, liable to retire by rotation.

Brief particulars of Mr. Santanu Agarwal as required under the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 is provided in the Notice convening the 32nd Annual General Meeting of the Company.

Retirement of Mr. Naresh Kumar Jain as an Independent Director

Section 149 (11) of the Companies Act, 2013 provides that no person can hold office of Independent Director for more than two consecutive terms. Accordingly whereas Mr. Naresh Kumar Jain whose two consecutive terms of ten years as Independent Director is being completing on August 13, 2024 and pursuant to Section 149 (11) of the Companies Act, 2013, he can not be re-appointed for further term, hence his current association with the Company as Independent Director will end on August 13, 2024. The Board of Directors appreciate the valuable services rendered by him and is grateful for his advices and guidance to the Board and Management of the Company during his tenure as an Independent Director and wishes him for his healthy and prosperous life ahead.

KMPs

Save and except as stated above, there are no other changes in the KMPs during financial year 2023-24.

Declaration of Independence by Independent Directors& adherence to the Company's Code of Conduct for Independent Directors

Pursuant to Section 149 (7) of the Companies Act, 2013, all Independent Directors had given declaration and necessary confirmation of eligibility under Section 149(6) of the Companies Act, 2013 and that they qualify to be Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed their eligibility as per Regulation 16 (1) (b) of Listing Regulations and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Further, the Board has ensured the veracity of the disclosures and opines that there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) Further, all the Independent Directors have affirmed that they have adhered and complied with the Company's Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act. All the Directors meet the ‘Fit and Proper' criteria as per the policy of the Company and as stipulated by RBI.

Meetings of Board

During the year under review, a total of Six Meetings of the Board of Directors of the Company were held, i.e., on April 27, 2023; May 11, 2023; July 24, 2023; October 26, 2023; January 31, 2024 and February 22, 2024. Details of Board composition and by him in his resignation letter dated Board Meetings held during the financial year 2023 24 have been provided in the Corporate Governance Report which forms part of this Report.

Audit Committee

The Company has an Audit Committee duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013, RBI Guidelines and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. All the members of the Committee have expertise in finance and have knowledge of accounting and financial management. The scope of the activities of the Audit Committee, as set out in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and read with Section 177 of the Companies Act, 2013 and the RBI Regulations for NBFCs. The composition of the Committee is as follows: Mr. Gauri Shankar, (Independent Director), Chairman; Mr. Naresh Kumar Jain (Independent Director), Member and Mr. Harish Singh (Executive Director), Member.

The detailed composition of the Audit Committee & its terms of reference and the details of meetings attended by the Audit Committee members are provided in Corporate Governance Report which forms part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

Stakeholders Relationship Committee

The Stakeholder Relationship Committee of the Board consists of Independent Directors namely Mr. Naresh Kumar Jain, as Chairperson and Mr. Raman Aggarwal, Mr. Vijuy Ronjan as Members of the Committee. The composition, terms of reference and details of meetings held during the year are disclosed in the Report on Corporate Governance.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (‘NRC') recommends to the Board the suitability of candidates for appointment as Director/Managing Director, Key Managerial Personnel and the remuneration packages payable to them. The composition of the Nomination and Remuneration Committee & its terms of reference and the details of meetings attended by the members are provided in Corporate Governance Report which forms part of the Annual Report.

Annual Evaluation of Board, its Committees and Individual Directors:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI guidance note on Board Evaluation for listed companies issued vide circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/P/2017/004) dated January 5, 2017, The Board has carried out an annual evaluation of its own performance, the Board Committees and individual Directors. Through a structured questionnaire feedback from each Director was obtained as a part of performance evaluation. Basis on the feedback received from the Directors, the Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors, the Managing Director including various Committees established by the Board at their respective meetings.

The performance evaluation of individual Directors, including the Managing Director, was conducted based on several criteria. These included professional conduct, fulfillment of roles and responsibilities, effective discharge of duties, contributions to Board/Committees/Senior Management, preparedness on agenda items and their contribution to decision-making processes. Similarly, the performance evaluation of the Board as a whole and its Committees involved soliciting feedback from Directors and Committee Members. This feedback encompassed various criteria such as the structure and composition of the Board, effectiveness of Board processes, adequacy of information provided, clarity of roles and responsibilities, opportunities for professional development, functioning of both the Board and its Committees, establishment and determination of Committee responsibilities and the quality of the relationship between the Board and management. These evaluations are integral to ensuring continuous improvement and effectiveness in governance practices within the Company.

The Independent Directors in their separate meeting held on January 31, 2024 under Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 had: i. reviewed the performance of Non-Independent Directors and the Board of Directors as a whole; ii. reviewed the performance of the Managing Director of the Company, taking into account the views of executive and non-executive Directors; and iii. assessed the quality, quantity and timelines of flow of information between the Company management and the Board of Directors that was necessary for the Board of Directors to effectively and reasonably perform their duties.

The entire performance evaluation process was completed to the satisfaction of Board.

With the spirit of wealth creation for the Stakeholders of the Company, your Directors are committed to give their efforts towards the development of the Company.

Policy on Directors Appointment and Remuneration

To manage the Company's affairs in effectively and efficiently, the Company has always maintained balanced composition of Executive and Independent Non-Executive at Board level. All appointments at Board level are made adhering to the mandates of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and guidelines issued by the Reserve Bank of India.

Generally, Managing Directors and Whole-Time Directors (Executive Directors) are appointed for a term of not more than five years. Independent Directors serve a term of up to five consecutive years on the Board. Based on their performance evaluation, eligibility for reappointment and recommendations by the Nomination and Remuneration Committee, Independent Directors may be reappointed by the Board for another consecutive term upto five subject to Shareholders' approval. Candidates considered for Board appointments undergo through evaluation based on criteria including personal and professional ethics, integrity, values and character; understanding and alignment with the Company's vision, mission and values; prominence in their respective fields; professional skills, knowledge, expertise and financial literacy. Additional competencies and skills deemed essential for effective governance are also taken into account during the evaluation process. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, guidelines issued by RBI and other applicable regulations or guidelines. In case of re appointment of Director, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level. All appointments at senior level are strictly based on meritocracy. Directors, Key Managerial Personnel and Senior Management Personnel retire in accordance with the provisions of the Companies Act, 2013 and the Company's policies. The Company has Remuneration Policy for Directors, KMPs and other employees, which is reviewed by the Board of Directors of the Company, time to time, the policy represents the overarching approach of the Company for the remuneration of Director, KMPs and other employees.

The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https:// paisalo.in/home/investorrelation.

Compliance with the Code of Conduct of Board of Directors and Senior Management

The Board of Directors and Senior Management of the Company have complied with the Company's Code of Conduct applicable to Board of Directors and Senior Management. In this regard declaration signed by the Managing Director is annexed and forms part of this Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(3)(c), read with Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, the Directors, to the best of their knowledge and belief, hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure has been made in following the same; b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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 of the Company for that period; c) proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) internal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and operating effectively; and f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditor and Statutory Audit Report:

On April 27, 2021 Reserve Bank of India (RBI) vide its notification RBI/2021-22/25 Ref. No. DoS. CO. ARG/SEC.01/08.91.001/2021-22 inter alia, providing the Eligibility Criteria of Statutory Auditors for appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs including HFCs).

In terms para 8 of said guidelines, the Company can appoint Statutory Auditor for a continuous period of three years, therefore, the Company in the 29th Annual General Meeting held on September 25, 2021 appointed M/s Manish Goyal & Co., Chartered Accountants as the Statutory Auditors of the Company until the conclusion of the 30th Annual General Meeting of the Company to fill the casual vacancy which arouse due to the resignation of M/s D Tayal & Jain, Chartered Accountants in lieu of the aforesaid guidelines. Accordingly, the Company in the 30th Annual General Meeting reappointed M/s Manish Goyal & Co., Chartered Accountants as the Statutory Auditors of the Company for a further period of two years commencing from the conclusion of the 30th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company.

Since the tenure of M/s Manish Goyal & Co., Chartered Accountants will be expiring in the ensuing Annual General Meeting to be held in the year 2024 therefore, the Company has received consent from M/S Saket Jain & Co. Accordingly, to comply with the provisions of aforesaid guidelines regarding appointment of Statutory Auditor and on the recommendation of the Audit Committee, Board of Directors of the Company has recommended to appoint M/S Saket Jain & Co., Chartered years, Accountants, having Firm Registration no. 014685N who is fulfilling the eligibility norms as per RBI Guidelines, the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as Statutory Auditors of the Company for a period of three year commencing from the conclusion of 32nd Annual General Meeting till the 35th Annual General Meeting of the Company. The aforesaid appointment will be placed before the Members, at 32nd Annual General Meeting for their approval.

The Report given by the Statutory Auditor M/s Manish Goyal & Co., Chartered Accountants, on the financial statement of the Company for the financial year 2023-24 is part of the Annual Report. The Notes on financial the Auditors Report are self explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. There are no qualifications, reservations, adverse remarks or disclaimers in Auditor's Report for the financial year 2023-24.

Secretarial Auditor and Secretarial Audit Report of the entity:

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company had appointed M/s. Satish Jadon & Associates, Practicing Company Secretaries for conducting Secretarial Audit for the financial year ended March 31, 2024 and to submit Secretarial Audit Report in Form No. MR 3. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the financial year 2022-23.

Pursuant to Regulation 24A(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, issued by the Securities and Exchanges Board of India, Nupur Finvest Private Limited a Material Subsidiary of the Company has obtained Secretarial Audit Report for financial year ended March 31, 2024 from M/s. Satish Jadon & Associates, Practicing Company Secretary.

Copy of the Secretarial Audit Reports received from M/s. Satish Jadon & Associates in the prescribed Form No. MR 3 are annexed to this Board's Report and marked as Annexure A.

There are no qualifications, reservations, adverse remarks or disclaimer in the above Secretarial Audit Reports.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, issued by the Securities and Exchanges Board of India and Regulation 24A(2) of SEBI (LODR) Regulations, 2015, the Company has obtained Secretarial Compliance Report for financial year ended March 31, 2024, from Practicing Company Secretary on compliance of all applicable SEBI Regulations and circular/guidelines issued thereunder and the copy of same has been submitted with the Stock Exchanges within the prescribed due date.

Fraud Reported by Auditors under Section 143(12)

During the period under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee/Board or Central Government any instances of fraud in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013 and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Maintenance of Cost Records

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

Particulars of Loans, Guarantees or Investments Under Section 186 of Companies Act, 2013

Being RBI registered Non Banking Financial Company and engaged in the business of giving loans in ordinary course of its business, accordingly, pursuant to Section 186(11) of the Companies Act, 2013 the provisions of Section 186, except SubSection 1 of the said Section, shall not apply on the Company, hence disclosure under Section 134 (3) (g) of the Companies Act, 2013, of particulars of the loans given securities provided under Section 186 of the Companies Act, 2013 is not applicable to the Company.

The details of Investment made by the Company have been disclosed in the note no. 6 of the Standalone Financial Statement for the year ended March 31, 2024. The Company has given its guarantee only for the credit facilities availed by its Wholly Owned Subsidiary M/s. Nupur Finvest Private Limited.

Particulars of Contracts or Arrangements with Related Parties

The Board of Directors of the Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions (“RPT Policy”), pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The same is displayed on the website of the Company. This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval.

Since all related party transactions entered into by your Company were in the ordinary course of business and also on an arm's length basis, therefore details required to be provided under the provisions of Section 134(3)(h) of the Companies Act, 2013 in the prescribed Form AOC 2 is not applicable to the Company. The Directors draw attention of the Members to note no. 37 of the Notes to Standalone Financial Statements for the year ended March 31, 2024 which sets out details of Related Party Transactions pursuant to Indian Accounting Standard -24 (Ind AS-24).

Policy on materiality of related party transactions and on dealing with related party transactions is displayed on the website of the Company at https://paisalo.in/pdf/corporate_governance/Policy_on_related_party_transactions.pdf.

Change in the Nature of Business, if any

During the period under review, there was no change in the nature of business of the Company.

Material Changes and Commitments, if any, Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this Report.

Information on Material orders Passed by the Regulators or Courts or Tribunal

During the period under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. Furthermore, no penalties were imposed by the RBI during the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company is engaged in the financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, to the extent applicable, are as follows:

• Being a Non banking Finance Company, the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

• Foreign Exchange earnings for the Company during the financial year under review was nil and Company's Foreign Exchange outgo during the financial year under review was INR 2,34,352 / as against INR 2,31,219/ in the previous year

Corporate Social Responsibility

Your Company aspire to contribute positively to the community's wellbeing as a part of Company's vision and accordingly carries CSR initiatives in pursuant with Schedule VII of the Companies Act, 2013. In compliance with Section 135 of the Companies Act, 2013 read with Rules made thereunder and as amended from time to time, the Company has established the Corporate Social Responsibility Committee (“CSR Committee”) and formulated Company's CSR Policy, which is available on the website of the Company. The Company undertakes its CSR initiatives directly and/or through partnering with a trust/foundation, qualified to undertake CSR activities in accordance with Schedule VII of the Companies Act, 2013 (includes amendments thereto).

For the financial year 2023 24 the Board of Directors of the Company in their meeting held on May 11, 2023 approved INR 21.10 Million as the budget for CSR activities. During the financial year 2023-24, Company has spent INR 21.11 Million CSR fund in various activities. which are disclosed in the Annual Report on CSR activities for financial year ended March 31, 2024 under Section 135 annexed with this report as Annexure B.

Composition of CSR Committee is disclosed in Corporate Governance Section of this Annual Report as part of Board's Report.

Business Responsibility and Sustainability Report

In adherence to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the Business Responsibility and Sustainability Report (BRSR) for Financial Year 2024, outlining the Environmental, Social and Governance (ESG) initiatives of your Company, is an integral part of this Annual Report. Additionally, this report provides comprehensive insights into the diverse ESG endeavours undertaken by your Company.

A comprehensive “Business Responsibility and Sustainability Report” (BRSR), formatted as per SEBI guidelines, detailing the Company's initiatives, actions and processes towards ESG endeavours, is appended as Annexure C and forms part of this Report and can also be accessed on the Company's website at www. paisalo.in.

Internal Financial Control

The Company is steadfast in its commitment to enhance the effectiveness of internal financial controls and processes. This dedication aims to facilitate the efficient conduct of business operations, ensure the security of assets, prevent and detect frauds and errors, maintain the accuracy and completeness of accounting records and ensure the timely preparation of reliable financial information.

The Company has implemented robust internal controls to ensure the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These controls are aligned with the size, scale and complexity of operations and ensure compliance with relevant policies and statutes. As the organization grows and operations become more intricate, these controls also enhance the prevention and detection of frauds and errors. The Board of Directors is of the opinion that the Internal Financial Controls pertaining to the financial statements are adequate.

The Company's internal control framework is reinforced through a comprehensive program of internal and external audits, along with regular reviews by management. This structured approach ensures the reliability of financial and other records for preparing financialinformation and maintaining asset accountability. Competent professionals have been engaged by the company to conduct internal audits, evaluating the adequacy and effectiveness of its internal financial control system.

The Internal Audit team operates to assist the Audit Committee and Risk Management Committee. They conduct thorough reviews of risk assessments and associated management action plans. The findings from Internal Audit Reports and risk-related reports are periodically reviewed by both Committees.

Furthermore, the efficacy of internal control systems undergoes periodic testing by Internal Auditors, while the Internal Control over financial reporting is tested and certified by Statutory Auditors.

The Company's Internal Financial Control System is continuously adapted to accommodate the evolving business landscape and to adhere to applicable laws, regulations, statutory and accounting requirements. Throughout the year, there have been no significant observations indicating inefficien cies or inadequacies in these controls.

Risk Management

NBFCs are mandated to establish a robust framework for Risk Management Systems. In compliance with this requirement, our Company has not only constituted an Audit Committee but also established a Risk Management Committee and an Assets Liability Management Committee. The functioning and meeting frequencies of these Committees are detailed in the Report on Corporate Governance, which is an integral part of this report.

These Committees are instrumental in enabling the Board to effectively address risks associated with our business. They have developed and implemented a comprehensive Risk Management Policy aimed at ensuring sustainable business growth with stability. This proactive approach includes reporting, evaluating and resolving risks inherent in our operations. The Policy delineates identification of key events/risks impacting the business objectives of the Company and attempts to develop strategies to ensure timely evaluation, reporting and monitoring of key business risks. This framework, inter alia, provides the set of components that provide the foundations and organisational arrangements for designing, implementing, monitoring, reviewing and continually improving Risk Management throughout the Company. It covers principles of risk management, risk governance with roles and responsibilities, business control measures, principle risks and business continuity plan.

Our Company adheres to a disciplined risk management process and makes business decisions based on a balanced risk-reward paradigm.

Human Resources

Company's industrial relations continued to be harmonious during the period under review. The Company strives to provide the best work environment with ample opportunities to grow and explore. Healthy, cordial and harmonious industrial relations have been maintained by the Company at all levels.

Disclosures as per the Provision of Section 197 (12) of Companies Act, 2013

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure D of this Report. As per the provisions of Section 136(1) of the of the Companies Act, 2013, the reports and accounts are being sent to the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection and any Member interested in obtaining such information may write an email to the Company Secretary at cs@paisalo.in and the same will be furnished on such request. The Board of Directors affirm that the remuneration paid to employees of the Company is as per the Remuneration Policy of the Company.

Compliance with Provisions of Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. In adherence to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”), the Company has formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place . The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under (“POSH Act”).

Throughout the financial year 2023 24, the Company received no complaints from employees concerning sexual harassment.

Compliance of Reserve Bank of India Guidelines

Paisalo Digital Limited is categorized as a Non Deposit taking Systemically Important Middle Layer Non Banking Finance Company. The Company continues tofulfilall the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc. The Company has compliance with the applicable provisions of Master Directions - Non-Banking Financial Company Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions 2016 and Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 and all other applicable directions/regulations/circulars of RBI during the Financial Year 2023-24

Annual Return

In accordance with the provisions of Section 92(3) read with Section 134(3) (a) of the Act and the applicable rules, Annual Return of the Company for the financial year March 31, 2024, in the prescribed form, is hosted on website of the Company at https://paisalo.in/pdf/annual_report/MGT-7_PAISALO_2023-24.pdf.

Management Discussion and Analysis

The Management Discussion and Analysis report for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a separate section forming part of this Annual Report.

Vigil Mechanism/Whistle Blower Policy

Company in accordance with the provisions of Section 177(9) of Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has established a vigil mechanism through the Company's Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable the Directors and Employees of the Company to report genuine concerns, about unethical behaviour, actual or suspected fraud or violation of Code of Conducts. The Policy also provide adequate safeguards against victimisation and make provision for direct access to the Chairman of the Audit Committee. The Policy is available on the website of the Company at www.paisalo.in. Details of vigil mechanism/whistle blower are included in the Corporate Governance Report, forming part of this Report.

During the financial year 2023 24, no cases under this mechanism have been reported.

Listing with Stock Exchanges

The equity shares (ISIN INE420C01059) of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the Financial Year 2024-25 have been paid. The Secured Rated NCDs issued on Private Placement basis are listed on WDM segment of BSE.

Prevention of Insider Trading

The Company has implemented a Code of Conduct for Prevention of Insider Trading to regulate securities trading by Directors and designated employees. As part of this framework, the Company utilizes software with a structured digital database to maintain records of individuals with whom unpublished price sensitive information has been shared. This database includes details of the information shared and the names of such individuals, along with their Permanent Account Numbers (PAN). Company is also complied with the extending framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at security level.

The full text of the Code of Conduct for Prevention of Insider Trading is accessible on the Company's website at: https:// www.paisalo.in/pdf/corporate_governance/policy/Code_of_conduct_for_prevention_of_Insider_Trading_24.pdf

Disclosures Under the Insolvency and Bankruptcy Code, 2016

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 (“IBC”) was made against the Company during the financial year under review.

Further, there are no details required to be reported with regard to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions as your Company has not done any settlement with any Bank or Financial Institutions since its inception.

Corporate Governance

Your Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. Your Company give prime importance to reliable financial information, integrity transparency, fairness, empowerment and compliance with law in letter and spirit.

In compliance with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with Schedule V to the said Regulations, the Report on Corporate Governance for the financial year ended

March 31, 2024 forms an integral part of this report and is set out as separate section of this Report. The certificate from the Secretarial Auditor of the Company confirmingcompliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance.

Certificate from the Managing Directors and Chief Financial Officer

The certificate received from Mr. Sunil Agarwal, Managing Director & CEO and Mr. Harish Singh, Executive Director & Chief Financial Officer with respect to the financial statements and other matters SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

Acknowledgments

Your Board expresses sincere gratitude for the unwavering support and cooperation extended by all regulatory authorities of the Governments. Additionally, we extend heartfelt thanks to our Banks and other stakeholders, whom we consider indispensable partners in our journey of progress.

We deeply appreciate the tireless dedication of our employees and staff, including the management team led by the Executive Directors, who consistently demonstrate exemplary leadership in achieving commendable business performance year after year, despite challenges in the business environment.

To our esteemed Members, we are grateful for your steadfast support and trust. We also wish to acknowledge and commend the invaluable contributions of our Non-Executive Independent Directors. Their strategic guidance, wealth of knowledge, experience and wisdom have played a pivotal role in enabling the Company to make informed decisions and achieve its business objectives.

Looking ahead, we anticipate and value your continued support and cooperation.