PB Fintech Ltd

Dear Member(s),

The Board of Directors of your Company takes pleasure in presenting the Sixteenth (16th) Annual Report on the business and operations of the PB Fintech Limited ("the Company") together with the Audited Standalone & Consolidated Financial Statements and the Auditor's Report thereon for the financial year ended March 31, 2024.

PB Fintech Limited has built India's largest online platform for Insurance & Lending products. It is an umbrella entity comprising of India's leading marketplaces that offer end-to-end insurance & credit solutions to consumers. Our platforms simplify complex choices, present personalized solutions & enable smart financial decisions. We leverage technology & data to drive product & process innovation for our partners as well as for our own operations. Our business model benefits from network effects resulting from consumer- pull, deep understanding of risk & best-in-class service. We operates through following key business segments:

Policybazaar-Insurance marketplace focused on the Indian middle-class families buying protection against the 3Ds (Death, Disease and Disability). We provide end to end insurance solutions to the retail consumers (choice of products, the most convenient way of buying and policy management & claim support). We believe

that the quality of business, which includes honest customer declarations, sharp risk assessment and complete product disclosure, is critical for the long term growth of the industry, and we are a positive force in that endeavour.

Paisabazaar-Credit marketplace focused on credit availability and convenience for all. We provide credit options across consumer segments and help them make the right decisions using proprietary algorithms. Paisabazaar is also the largest destination for consumers to access their credit scores and manage the same.

PB Partners- At PB Partners, we have leveraged our experience of technology integrations and servicing with our insurance partners at our mothership Policybazaar, thus replicating strong end-to-end digitally integrated journeys. We have a unique on- demand payout mechanism and a wholesome mobile application for our partners. Now it is enablement platform for more than 200k partners to help them manage insurance sales using technology.

PB UAE- We offer a wide range of financial products and services, such as insurance, loans, credit cards, and accounts through Policybazaar.ae across UAE. We are the only provider offering a free access to region's leading credit monitoring service that helps consumers learn & improve their credit scores and unlock better offers".

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A detailed analysis of the financial performance of the Company during the year under review is detailed below:

The annual audited standalone financial statements for the financial year ended March 31, 2024 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) and other recognized accounting practices and policies to the extent applicable.

On a standalone basis, the revenue from operations for FY24 is Rs. 11,029 lakhs as against Rs. 13,415 lakhs in the FY23, a decrease of around 17.79% year on year basis.

The total income of the Company stood at ^36,240 Lakhs in FY24, up by 10.19% for FY24 from ^32,889 Lakhs for FY23. The other income of the Company contributed Rs. 25,211 Lakhs to the total income for FY24.

The total expenses for the FY24 stood at Rs. 31,726 Lakhs down by 21.11% for the FY24 from Rs. 40,214 Lakhs for the FY23.

EBITDA, for FY 2024, was increased by 169.33% over

FY23 and stood at Rs. 4,819 Lakhs in comparison with Rs. (6,951) Lakhs in FY23. Net Profit after tax (PAT) from ordinary activities is Rs. 3,619 Lakhs in FY24 as against loss of Rs. (7,415) Lakhs in FY23.

The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Act and other recognized accounting practices and policies to the extent applicable.

The Consolidated Financial Statements have been prepared based on the audited financial statements of the Company, its subsidiaries and associate companies as approved by their respective Board of Directors. On a consolidated basis, your Company achieved net revenue of Rs. 3,43,768 Lakhs during FY24 as against Rs. 2,55,785 Lakhs during FY23, up by 34.40% year on year basis.

The total consolidated income of the Company during FY24 stood at Rs. 3,81,825 Lakhs increased by 35.55% from Rs. 2,81,684 Lakhs for FY23. The other income of the Company contributed Rs. 38,057 Lakhs to the total income for FY24.

EBITDA, on a consolidated basis, for FY24, stood at 719,431 Lakhs in comparison with Rs. (40,261) Lakhs in FY23. The net profit after tax for the FY24 is Rs. 6,441 Lakhs as against a loss of Rs. (48,794) Lakhs in the FY23.

Total Comprehensive Income, in FY24, is reported to be Rs. 6,106 Lakhs in comparison to total Comprehensive Income of Rs. (48,522) Lakhs in FY23.

The Directors wish to invest the profits back into the Company for further growth and expansion and therefore did not recommend any Equity dividend for the FY 2023-24. Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.pbfintech.in/pdf/Dividend- Distribution - Policy.pdf

The Company has not proposed to transfer any amount to the reserve during the year under review

There was no change in the nature of business of the Company during the year under review

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

During the year under review, the IPO proceeds were utilized as per the objects stated in the prospectus of the Company and pursuant to Regulation 32 of the SEBI Listing Regulations. There were no instances of deviation(s) or variation(s) in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated November 8, 2021, in respect of the Initial Public Offering of the Company. The Company has obtained Monitoring Agency Reports from ICICI Bank Limited ("Monitoring Agency") in terms of Regulation 41 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended from time to time, for the quarter ended June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024 to monitor the utilization of IPO proceeds.

The Company has submitted the statement(s) and report as required under Regulation 32 of the SEBI

Listing Regulations to both the exchanges where the shares of the Company are listed, namely, National Stock Exchange of India Limited ("NSE”) and BSE Limited ("BSE") on timely basis.

During the year under review, your Company has issued and allotted 10,87,115 equity shares (5,18,505 equity shares on November 13, 2023; 3,67,084 equity shares on December 06,2023 and 2,01,526 equity shares on January 10, 2024) at an issue price of Rs. 2/- each to eligible employees who have exercised stock options under PB Fintech Employees Stock Option Plan 2021. Pursuant to the above allotment, the issued & paid up share capital of the Company increased to & stood, as on March 31, 2024, at Rs. 90,24,06,928 divided into 45,12,03,464 equity shares of Rs. 21- each.

The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.

The authorized share capital of the Company is 1100,00,00,000/- divided into 49,05,00,000 equity shares of Rs.2/- each and 9,50,000 preference shares of 120/- each.

Your Company has not issued shares with differential voting rights and sweat equity shares during the FY 2023-24.

The Company's shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 15, 2021, post its initial public offering (IPO). Further, trading in Equity Shares was not suspended on Stock Exchanges during FY 2023-24.

The annual listing fees for FY 2023-24 to BSE and NSE has been paid.

During the year under review, your Company has not invited or accepted any deposits from the public/ members pursuant to the provisions of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, disclosure related to deposits as required to be made under the Act are not applicable to the company.

Your Company is a foreign-owned or controlled company ("FOCC") as on March 31, 2024 in accordance with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA") read with the Foreign Exchange Management (Non Debt Instruments) Rules, 2019 ("NDI Rules"). During the year under review, the company invested in Policybazaar Insurance Brokers Private Limited, a wholly-owned subsidiary on

November 24, 2023 and at the time of such investment, the Company was not a FOCC and was owned and controlled by resident Indian citizens. Accordingly, the said investment does not qualify as indirect foreign investment and the compliance related to indirect foreign investment as per FEMA and NDI Rules were not required to be undertaken by the Company.

The Company and Makesense Technologies Limited, at their respective Board Meetings, held on April 26, 2022, had approved the fresh Scheme of Amalgamation between PB Fintech Limited ('Transferee Company') and Makesense Technologies Limited ('Transferor Company') and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Act, including rules made thereunder ('Scheme'). Upon the said Scheme becoming effective, subject to the necessary regulatory and statutory approvals, and pursuant to proportionate share issuance by the Company to the shareholders of the Transferor Company, their economic interest in the Company shall remain unchanged.

Further, the Company, on May 18,2022 had filed scheme of amalgamation along with the other documents to National Stock Exchange of India Limited and BSE Limited for their In-Principle Approval/ No Objection Letter. The National Stock Exchange of India Limited and BSE Limited issued no observation letters to the Company on January 06, 2023. As per order dated July 05, 2023 passed by Hon'ble NCLT, meetings of Equity Shareholders and Unsecured Creditors of the Company were held on Saturday, September 02, 2023 and they have approved the Scheme of Amalgamation of Makesense Technologies Limited with the Company and other connected matters.

The second motion joint application was filed before Hon'ble Tribunal on September 14, 2023 and the same is under process.

All the relevant documents related to the scheme of amalgamation can be viewed at https://www. pbfintech.in/investor-relations/

As on March 31, 2024, the Company has twelve (12) subsidiaries and two (2) associate companies within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 ("Act") respectively. Out of these, two are material subsidiaries i.e. Policybazaar Insurance Brokers Private Limited and Paisabazaar Marketing and Consulting Private Limited. The required details of material subsidiaries as per Schedule V of SEBI Listing Regulations are disclosed in Corporate Governance Report, which forms a part of the Annual Report.

During the year under review, Insurance Regulatory and Development Authority of India ("IRDAI”) vide its letter dated February 28, 2024, has approved for upgradation of license of Policybazaar Insurance Brokers Private Limited from Direct Insurance Broker (Life & General) to Composite Insurance Broker under IRDAI (Insurance Brokers) Regulations, 2018 ("Regulations"). This will allow the company to deepen the insurance penetration in the country by bringing more technology, process control and data analytics based innovation into reinsurance capacity.

After the closure of financial year under review the following changes has been made:

• PB Pay Private Limited was incorporated as a wholly owned subsidiary of the Company w.e.f April 09, 2024.

• Visit Internet Services Private Limited ceased to be the step down wholly owned subsidiary of the Company w.e.f. May 16,2024.

• Visit Health Private Limited ceased to be the step down associate company w.e.f. May 16,2024.

• Genesis Group Limited become step down wholly owned subsidiary of the company w.e.f. May 25, 2024.

• Genesis Insurance Brokers LLC become step down subsidiary of the Company w.e.f. May 25, 2024.

Further, there has been no material change in the nature of the business of the subsidiaries during the year under review.

Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAT) and as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and form part of this Annual Report.

The Form AOC-1, a separate statement containing the salient features of financial statements of its subsidiaries and Associates is attached along with the financial statements of the Company.

Further, the Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the Members seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any Member at the Corporate Office of the Company. Further, the annual accounts for the FY 2023-24 of all the subsidiary companies are available on the website of the Company at https://www.pbfintech.in/investor-relations/.

Your Company's policy on material subsidiaries is also available on the website at https://www.pbfintech.in/ pdf/Policy-for-Determining-Material-Subsidiaries.pdf

Note: The word "subsidiaries" and "associate companies" used in this Annual Report includes both direct and step-down subsidiaries and both direct and indirect associate companies.

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

The Management Discussion & Analysis Report for the

year under review as stipulated in Regulation 34(2)(e) of the SEB1 Listing Regulations is presented in a separate section forming part of this Annual Report.

As on March 31, 2024, the Board of Directors of your Company comprised of nine Directors, viz., three Executive Directors, one Non-Executive Non- Independent Director, and five Independent Directors, including three women Directors on the Board. The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations. None of the Director is debarred from holding or continue to hold the office of director. The composition of the Board of Directors and details of Key Managerial Personnel's, their appointments / re- appointments during the financial year under review is given below:

The composition of the Board as on March 31, 2024:

*The designation of Mr. Sarbvir Singh is changed from Non-Executive Director to Executive Director & Joint Group CEO w.e.f. August 26, 2023.

*The designation of Mr. Sarbvir Singh is changed from Non-Executive Director to Executive Director & Joint Group CEO w.e.f. August 26, 2023.

During the year under review, the designation of Mr. Sarbvir Singh (DIN: 00509959) is changed from Non- Executive Director to Executive Director & Joint Group CEO w.e.f. August 26,2023.

During the year under review, Mr. Sarbvir Singh (DIN: 00509959), Director and Ms. Kitty Agarwal, Non Executive Non Independent Director (DIN: 07624308), liable to retire by rotation were re-appointed by the shareholders in the 15^th AGM held on September 23,2023.

Further, during the financial year under review, no director/KMP resigned from the Company.

After the closure of financial year under review, Mr. Dhruv Shringi (DIN:00334986) was appointed as an Additional Director in the capacity of Non-Executive Independent Director w.e.f August 06, 2024 based on the recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders of the Company in the 16th Annual General Meeting.

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Alok Bansal (DIN: 01653526) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the reappointment of Mr. Alok Bansal (DIN: 01653526) as Whole Time Director for shareholder's approval at the 16th AGM.

A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be reappointed is annexed to the Notice convening the 16th AGM.

Pursuant to the provisions under Section 134(3)(d) of the Act, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI Listing Regulations and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Terms and conditions for appointment of Independent Directors are put up on the website of the Company and can be accessed at https://www.pbfintech.in/pdf/Terms-Letter-of- Appointment-of-Independent-Director.pdf

The Board met six (06) times during the year under review on May 22,2023, August 07,2023, August 26,2023, November 04, 2023, January 30, 2024 and March 20, 2024. The details of attendance of meeting of the Board of Directors held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report.

The intervening gap between any two Board meetings were within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31,2024, the Board has six (6) Committees, namely, Audit Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Nomination & Remuneration Committee, Business Responsibility and Sustainability Reporting Committee.

The details of the composition, powers, functions, and meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The Programme aims to provide insights into the Company to enable the Independent Directors to understand its business in- depth and contribute significantly to the Company. They are given full opportunity to interact with senior management personnel and are provided with all the documents required and/or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.

The details of the familiarization programme have been provided under the Corporate Governance Report, which forms part of this Annual Report and also available on the website of the company at the weblink: https://www.pbfintech.in/pdf/pbfintech-ltd-details-of- familirization-programme-new.pdf

The Company believes that an effective governance framework requires periodic evaluation of the functioning of the Board as a whole, its committees and individual director's performance evaluation. Keeping this belief in mind, the Company on the recommendation of the NRC has established the Performance Evaluation criteria for (a) Board as a whole (b) Committees of the Board (c) Individual Directors (d) Chairman of the Board as required under the Act and provisions of SEBI Listing Regulations. Accordingly, the Board has carried out the annual performance evaluation of its own performance, Chairperson of the Board, the Directors individually as well as the evaluation of the working of its Committees through structured questionnaires covering various aspects of the functioning of Board and its Committees.

Some of the performance indicators based on which the evaluation takes place are - attendance in the meetings, quality of preparation/participation, ability to provide leadership and work as team player. In addition, few criteria for independent Directors include commitment to protecting/enhancing interests of all shareholders and contribution in implementation of best governance practices.

Information on the manner in which a formal annual evaluation for the financial year 2023-24 has been made by the Board of its own performance and that of its Committees, Chairperson and Individual directors is given in the Corporate Governance Report, which forms a part of the Annual Report.

The Board of Directors had expressed their satisfaction to the overall evaluation process.

Pursuant to Schedule IV to the Act and the SEBI Listing Regulations, one meeting of Independent Directors was held during the year i.e. on March 20, 2024 without the attendance of Executive Directors and members of Management.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Walker Chandiok & Co LLP having Firm Registration No: 001076N/N500013, were appointed as Statutory Auditors of the Company in the fifteenth Annual General Meeting held of the Company on September 23, 2023 to hold office for a period of five years from the conclusion of the fifteenth Annual General Meeting until the conclusion of the twentieth Annual General Meeting of the Company to be held in the year 2028.

The Notes on the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor's Reports on the Standalone and the Consolidated Financial Statements for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

Pursuant to the provisions of Section 204 read with section 134(3) of the Companies Act, 2013 and rules made thereunder, the Board has appointed Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates (CP No. 8271) Company Secretaries, to undertake Secretarial Audit of the company for the FY 2023-24. The Secretarial Audit Report for the year 2023-24 as issued by him in the prescribed form MR-3 is annexed to this Report as Annexure IA. Further, pursuant to amendments under SEBI Listing Regulations and SEBI circular dated 8 February 2019, a report on secretarial compliance as required under Regulation 24A has been submitted to the stock exchanges as obtained from M/s Dhananjay Shukla & Associates for FY 2023-24. The Audit Report does not contain any qualification, reservation or adverse comments requiring reply/ explanation by the Board of Directors.

The Secretarial Auditor in his report mentioned that during the FY 2023-24, the SEBI has imposed a monetary penalty of Rs. 1,00,000 (Rupees One Lakh Only) on Paisabazaar Marketing and Consulting Private Limited ("Paisabazaar”), a wholly owned subsidiary of the Company, for the violation of the provisions of the Regulations 7(2) of The Securities and Exchange Board of India (Investment Advisors) Regulations, 2013, for not having the requisite certification by Mr. Naveen Kukreja, WTD & CEO of the Paisabazaar as mandated under the Securities and Exchange Board of India (Investment Advisors) Regulations, 2013.

The material unlisted subsidiary of the Company namely, Policybazaar Insurance Brokers Private Limited and Paisabazaar Marketing and Consulting Private Limited have also undergone Secretarial Audit for the FY 2023-24 and the Secretarial Audit Reports as issued by Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates in the prescribed form MR-3 are annexed to this Report as an Annexure IB and Annexure IC respectively.

The Company has appointed KPMG Assurance and Consulting Services LLP (KPMG) as an Independent Internal Auditors under Section 138(1) of the Act for the FY 2023-24. Internal Audit is governed by the Internal Audit Charter approved by the Audit Committee and outcome of Internal Audits are submitted and presented in the Audit Committee meeting half yearly.

The Auditor's has not reported any fraud Under Section 143(12) of the Companies Act, 2013 and Rules made there under.

Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

The provisions of maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable on the Company.

The SEBI Listing Regulations mandates the top one thousand listed entities based on market capitalization to submit a 'Business Responsibility and Sustainability Report' in their Annual Report describing their performance against the nine principles of the 'National Guidelines on Responsible Business Conduct' and disclosures on Environmental, Social and Governance ('ESG') parameters in the format specified by the SEBI. The BRSR Report is a forming part of Annual Report as an Annexure II.

Pursuant to SEBI Listing Regulations, the Company has taken Directors & Officers insurance (‘D&O') from Tata AIG General Insurance Company Ltd.

As per the Circular No. CIR/OIAE/2/2011 dated June 03, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI Complaint Redress System (SCORES). Asa part of compliance, the Company

has constituted Stakeholders Relationship Committee (SRC) to redress investors' related issues. The SRC comprised of four Members namely Ms. Kitty Agarwal, Chairperson, Mr. Alok Bansal, Member, Ms. Lilian Jessie Paul, Member and Mr. Nilesh Bhaskar Sathe, Member. The details of this Committee is provided in the Corporate Governance Report forming part of the Annual Report.

Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI Listing Regulations. The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI Listing Regulations, forms part of this Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

The requisite Certificate from Mr. Dhananjay Shukla, proprietor of M/s Dhananjay Shukla & Associates (C.P. No.: 8271), Company Secretaries in respect of compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Clause E of Schedule V of the SEBI Listing Regulations, is attached and forms part of the Annual Report.

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Return in form MGT-7 forFY 2023-24 will be available at the official website of the Company https://www.pbfintech.in/investor-relations/.

The Policy on Related Party Transaction and its materiality is available on the Company's website at https://www.pbfintech.in/pdf/policy-on-related-party- transactions-and-its-materiality-PB-Fintech.pdfRs.v=2

All related party transactions entered during the financial year under review were approved by the audit committee and the board, from time to time and the same are disclosed in the notes forming part of the financial statements provided in this Annual Report. The attention of the Members is drawn to Note No 28 of the standalone financial statements which set out related party disclosures. During the year under review, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company. Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3) (h) of the Act and rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are not at "arm's length basis" and also which are "material and at arm's length basis", is not applicable since all the transaction are at arm length basis in ordinary course of business and not material.

Particulars of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations as at the end of the Financial Year 2023-24 are provided in the notes forming part of the financial statements provided in this Annual Report. All the loans, guarantees and investments made are in compliance with the provisions of Section 186 Companies Act, 2013 and rules thereunder.

Your Company has adopted the code of conduct to regulate, monitor & report trading by designated person and their immediate relatives as per the requirements under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of practice and procedure for fair disclosure of unpublished price sensitive information is in compliance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 and also available on website of the Company at https:// www.pbfinteeh.in/pdf/PB-Fintech-Code-of-practices- for-fair-disclosure-UPSI.pdf

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel have been formulated by Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.The policy on Nomination and Remuneration is available at the website at https://www.pbfintech.in/pdf/PB-Fintech- Nomination-Remuneration-Policy.pdf.

The details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

The Company has adopted a Risk Management Policy in accordance with the provisions of Regulation 21 of SEBI Listing Regulations, which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The Company has also constituted a Risk Management Committee in accordance with SEBI Listing Regulations, 2015 and the details of which, including terms of reference, have been mentioned in Corporate Governance Report forming part this Annual Report. The risk management framework is aimed at effectively mitigating Company's various business and operational risks, through strategic actions. Risk management is embedded in critical business activities, functions and processes. It also provides control measures for risk and future action plans. The copy of the risk management policy is available at https://www.pbfintech.in/pdf/PB-Fintech-Risk- Management-Policy.pdf

The vigil mechanism as envisaged in the Companies Act, 2013 and the rules prescribed thereunder and the SEBI Listing Regulations is implemented through the company's whistle blower policy to enable all its employees of the company and its subsidiary companies to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for access to the Chairman of the Audit Committee. The Whistle Blower Policy is uploaded on Company's website and can be accessed at https://www.pbfmtech.in/pdf/whistle- blower-policy-pbfintech.pdf.

During the year under review, your company did not receive any complaints under the said policy.

Your Company's policy on Dividend Distribution is available at the website of the Company at https://www.pbfintech.in/pdf/Dividend-Distribution- Policy.pdf.

The Company has constituted Corporate Social Responsibility Committee in accordance with the provisions of Companies Act, 2013. As on 31.03.2024, The CSR Committee consist of three directors including two independent directors. The Composition including other details is given in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014, as amended and read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years calculated as per Section 198 of the Companies Act, 2013 on the activities and programs fulfilling its Corporate Social Responsibilities. As the Company's average net profit of the last three consecutive years (i.e. 2020-21,2021-22 and 2022-23) is negative, it is not required to spend any amount on CSR activities during the FY 2023-24. The CSR Policy of the Company can be viewed at https:// www.pbfintech.in/pdf/PB-Fintech-Corporate-Social- Responsibility-Policy.pdf

The annual report on CSR including a brief outline of the CSR Policy is enclosed as Annexure III to this Report.

During the year under review, your Company has duly complied with all applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India ("ICSI") and notified by Ministry of Corporate Affairs.

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the Employees are set out in Annexure IV.

Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed a Policy on Prevention of Sexual Harassment of Women at Workplace. Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any action, which may fall under the ambit of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). During the year under review, the number of cases filed and their disposal under Section 22 of the POSH are as follows:

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company's objectives, and promote increased participation by them in the growth of the Company. The Company has two Employee Stock Option Schemes, namely PB Fintech Employees Stock Option Plan, 2020 ("ESOP 2020”) and PB Fintech Employees Stock Option Plan, 2021 ("ESOP 2021”).

The shares to which Company's ESOP 2020 relates are held by the Trustees on behalf of Etechaces Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by the said ESOP Trust unless they are transferred to their respective de-mat accounts upon exercise of options vested in them. ESOP schemes can be viewed at the website of the company at https://www.pbfintech.in/ investor-relations/.

Under ESOP 2021, the aggregate pool of options available for grant is 2,05,61,725 Options, out of which 1,72,35,146 options have been granted to the Founders and eligible employees. The net pool of options available for grant as at March 31,2024 is 33,26,579 options.

Further, the details as required to be disclosed under Regulation 14 of the SEBI Share Based Employee Benefit Regulations, 2021 is available on the website of the Company at https://www.pbfintech.in/investor-relations/ and details for ESOP Scheme of the company also forms part of the notes to accounts of the financial statements.

A certificate from Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates (CP No. 8271) Company Secretarieswithregardstotheimplementation of the Company's Employee Stock Option Schemes in line with SEBI (Share Based Employee Benefits and

Sweat Equity) Regulations, 2021 will be made available for inspection in electronic mode during the Annual General Meeting.

As required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosures are available on the website of the company.

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code") during the financial year 2023-24.

The Company has not availed any financial facility from banks or financial institutions during the year under review. Therefore, a one-time settlement does not apply to the Company.

During the financial year under review, there were no revision in the financial statements and Board Report of the Company.

During the financial year under review, the Company was not required to transfer any funds and equity shares to the investor education and protection fund as per the provisions of Section 125 of the Act.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

Considering the nature of the business in which the Company is engaged, operation of the Company is not energy-intensive, however the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption. To affirm its commitment to Company's ESC Vision and to proactively reduce its carbon footprint, some of the significant measures undertaken by the Company on a continuous basis including during the year, are listed below:

a. Rationalization of usage of electricity and electrical equipment - air-conditioning system, office illumination beverage dispensers, desktops

b. Installation of LED lights across all floors which almost emit no heat & UV emissions;

c. Regular monitoring of temperature inside the buildings and controlling the air conditioning system.

d. Usage of energy efficient illumination fixture s.

e. VRV/VRF air-conditioned systems are installed that are second generation energy efficient products

f. All electrical appliances that we are sourcing for the office are 5* (star) rated for higher energy efficiency.

ii. Steps taken by the Company for utilizing alternate sources of energy;

The business operations of the Company are not energy-intensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

iii. Capital investment on energy conservation equipment

In view of the nature of activities carried on by the Company, there is no capital investment made on energy conservation equipment.

The Company itself operates in the dynamic information technology space. The company has a sizeable team of information technology experts who evaluate technology developments continuously and keep the organization updated.

This allows the Company to serve its users in innovative ways and provide satisfaction and convenience to the users and customers.

The Foreign Exchange outgo during the year under review in terms of actual outflows was INR 83,11,800/- and there was no foreign earning during the year under review.

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Directors have pleasure in recording their appreciation for all the guidance and co-operation received from all its customers, members, investors, vendors, partners, bankers, government authorities and other stakeholders for their consistent support to your Company in its operations. Your Directors take this opportunity to place on record their sincere appreciation of the dedication, contribution and commitment of all stakeholders and investors in Company's growth.

DIN: 00706336

Address: Plot No.119, Sector 44, Gurugram-122001, Haryana

Date: August 14, 2024 Place: Gurugram