Directors Report of PB Fintech Ltd.

Mar 31, 2024

Highlights of Financial Performance

A brief overview on Standalone and Consolidated Financial Performance for the Financial Year (''FY'') ended March 31, 2024 is as follows:

(Amount in lakhs)

S.	Particulars	Standalone		Consolidated
No.	Particulars	2023-24	2022-23	2023-24	2022-23
1	Revenue from operations	11,029	13,415	3,43,768	2,55,785
2	Add: Other income	25,211	19,474	38,057	25,899
3	Total income (1 2)	36,240	32,889	3,81,825	2,81,684
	Expenditure
	a. Employee benefit expense	23,839	38,198	1,64,412	1,53,960
	b. Depreciation and amortization expense	305	374	8,872	6,382
	c. Advertising and promotion expense	6,282	303	89,901	1,35,725
	d. Network and internet expenses	459	461	11,478	9,686
	e. Other expense	841	878	96,603	22,574
4	Total expenditure	31,726	40,214	3,71,266	3,28,327
5	EBITDA (3-4 3b)	4,819	-6,951	19,431	-40,261

S.	Particulars	Standalone		Consolidated
No.	Particulars	2023-24	2022-23	2023-24	2022-23
6	Finance costs	62	90	2,646	2,136
7	Profit/(loss) before tax and exceptional item (3-4-6)	4,452	-7,415	7,913	-48,779
8	Exceptional item	27	-	-	-
9	Share of loss of associates	-	-	-202	-17
10	Profit/(loss) before tax (7-8-9)	4,425	-7,415	7,711	-48,796
11	Tax expense	806	-0	1,270	-2
12	Profit/(loss) after tax (10-11) Other comprehensive income Items that may be reclassified to profit or loss	3,619	-7,415	6,441	-48,794
	Exchange differences on translation of foreign operations	-	-	-11	500
	Changes in the fair value of debt instruments at FVOCI [gain/(loss)]	-	-	-7	-2
	Items that will not be reclassified to profit or loss
	Share of other comprehensive income/(loss) of associate	-	-	-	-
	Remeasurement of post employment benefit obligations [gain/(loss)]	-49	19	-317	-227
	Income tax relating to Items that will not be reclassified to profit and loss	-	-	-	1
	Other comprehensive income/(loss) for the year, net of tax	-49	19	-335	272
	Total comprehensive income/(loss) for the year	3,570	-7,396	6,106	-48,522

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.

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

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".

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

Standalone Financial Statements

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 '' 11,029 lakhs as against '' 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 '' 25,211 Lakhs to the total income for FY24.

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

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

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

Consolidated Financial Statements

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 '' 3,43,768 Lakhs during FY24 as against ''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 '' 3,81,825 Lakhs increased by 35.55% from '' 2,81,684 Lakhs for FY23. The other income of the Company contributed '' 38,057 Lakhs to the total income for FY24.

EBITDA, on a consolidated basis, for FY24, stood at '' 19,431 Lakhs in comparison with '' (40,261) Lakhs in FY23. The net profit after tax for the FY24 is '' 6,441 Lakhs as against a loss of '' (48,794) Lakhs in the FY23.

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

DIVIDEND

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

TRANSFER TO RESERVES

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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.

UTILISATION OF IPO PROCEEDS

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.

SHARE CAPITAL

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 '' 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 ''90,24,06,928 divided into 45,12,03,464 equity shares of '' 2/- each.

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

The authorized share capital of the Company is ''100,00,00,000/- divided into 49,05,00,000 equity shares of ''2/- each and 9,50,000 preference shares of '' 20/- each.

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

LISTING OF SHARES

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.

DEPOSITS

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.

DOWNSTREAM INVESTMENT

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.

SCHEME OF AMALGAMATION

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/

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

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:

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

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

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

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

â¢ 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 (''ICAI'') 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

a. Composition:

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.

Key Managerial Personnel as on March 31, 2024:

The Key Managerial Personnel (''KMP'') of the Company as per Section 2(51) and 203 of the Companies Act are as follows:

Name of Directors	Position & Category	DIN
Mr. Yashish Dahiya	Chairperson, Executive Director & Chief Executive Officer	00706336
Mr. Alok Bansal	Executive Vice Chairman & Whole Time Director	01653526
Mr. Sarbvir Singh*	Executive Director & Joint Group Chief Executive Officer	00509959
Mr. Kaushik Dutta	Non-Executive, Independent Director	03328890
Mr. Gopalan Srinivasan	Non-Executive, Independent Director	01876234
Mrs. Veena Vikas Mankar	Non-Executive, Independent Director	00004168
Mr. Nilesh Bhaskar Sathe	Non-Executive, Independent Director	02372576
Ms. Lilian Jessie Paul	Non-Executive, Independent Director	02864506
Ms. Kitty Agarwal	Non-Executive, Non-Independent Director	07624308

Mr. Yashish Dahiya	Chairperson, Executive Director & Chief Executive Officer
Mr. Alok Bansal	Executive Vice Chairman & Whole Time Director
Mr. Sarbvir Singh*	Executive Director & Joint Group Chief Executive Officer
Mr. Mandeep Mehta	Group Chief Financial Officer
Mr. Bhasker Joshi	Company Secretary & Compliance Officer

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

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.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for the

b. Induction, Re-appointment and Resignation

During the year under review, the designation of Mr. Sarbvir Singh (DIN: 00509959) is changed from NonExecutive 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.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of Directors of your Company comprised of nine Directors, viz., three Executive Directors, one Non-Executive NonIndependent 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:

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.

c. Directors liable to retire by rotation

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.

DECLARATION BY INDEPENDENT DIRECTORS

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

MEETING OF BOARD OF DIRECTORS

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.

BOARD COMMITTEES

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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 indepth 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

BOARD EVALUATION

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.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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.

AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS

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.

SECRETARIAL AUDITOR

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.

INTERNAL AUDITORS

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.

FRAUDS REPORTED BY AUDITOR

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

MAINTAINANCE OF COST RECORDS

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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.

DIRECTORS AND OFFICERS INSURANCE (''D AND O INSURANCE'')

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

INVESTOR RELATIONS

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.

CORPORATE GOVERNANCE 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.

CERTIFICATE ON CORPORATE GOVERNANCE

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.

WEBLINK OF ANNUAL RETURN

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 for FY 2023-24 will be available at the official website of the Company https://www.pbfintech.in/investor-relations/.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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.pdf?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 INVESTMENT

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.

CODE FOR PREVENTION OF INSIDER TRADING

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.pbfintech.in/pdf/PB-Fintech-Code-of-practices-for-fair-disclosure-UPSI.pdf

NOMINATION AND REMUNERATION POLICY

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.

RISK MANAGEMENT POLICY

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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.pbfintech.in/pdf/whistle-blower-policy-pbfintech.pdf.

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

DIVIDEND DISTRIBUTION 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.

CORPORATE SOCIAL RESPONSIBILITY

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.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

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.

PARTICULARS OF EMPLOYEES

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.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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:

Particulars	Numbers
Number of complaints pending as on the	NIL
beginning of the financial year
Number of complaints filed during the	NIL
financial year
Number of complaints pending as on the	NIL
end of the financial year

EMPLOYEE STOCK OPTION PLAN

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 Secretaries with regards to the implementation 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.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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 DETAILS OF THE 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 ALONG WITH THE REASONS THEREOF

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.

REVISION OF FINANCIAL STATEMENTS AND BOARD REPORT

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

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:

(A) Conservation of energy:

i. Steps taken / impact on conservation of energy;

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 ESG 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 fixtures.

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.

(B) Technology absorption:

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors PB Fintech Limited

Sd/-

Yashish Dahiya

Chairman, Executive Director & CEO

DIN: 00706336

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

Date: August 14, 2024 Place: Gurugram

Mar 31, 2023

FINANCIAL SUMMARY AND HIGHLIGHTS

A brief overview on Standalone and Consolidated Financial Performance for the Financial Year (âFYâ) ended March 31,2023 is as follows:

The Board of Directors of your Company have immense pleasure in presenting the Fifteenth (15th) Directorâs Report on the business and operations of the PB Fintech Limited (âthe Company") for the financial year ended March 31, 2023.

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

The Company is an operating cum holding company. The Company launched Policybazaar, its flagship platform, in 2008 and launched Paisabazaar in 2014. It has built the largest online marketplaces to provide convenient access to insurance, credit and other financial products. Itâs main focus is to create awareness amongst Indian households about the financial impact of death, disease and damage. The Companyâs Policybazaar and Paisabazaar platform offerings address the large and highly underpenetrated online insurance and lending markets. The revenue is derived from various services provided to insurance companies and banks/lenders, ranging from transaction support, platform development and marketing activities.

Policybazaar.com is a consumer-centric platform that enables customers to seek online research-based purchases of insurance products and increase transparency. By partnering with insurer companies, it provides consumers with a wide choice while guiding them with the policy purchase that best suit their requirements. Through Policybazaar platform, it also provides corporate insurance, including employee benefit policies such as Group Term & Group Health insurance as well as property and liability coverage. For life insurance and general insurance products, the user can compare term insurance, pension or retirement plans, child plans, endowment plans, tax-saving plans and unit linked plans, health insurance or mediclaim plans, four-wheeler insurance, two-wheeler insurance, travel insurance and home insurance products.

MSME and Corporate insurance vertical along with our investee company GetVisit, has built a very strong platform for enhancing engagement and service capabilities. GetVisit offers an integrated health-tech platform to Corporates for their employee health benefits management and is engaged in connecting certified doctors, counsellors and coaches to individuals through its web and mobile applications. It provides access to health care services by disseminating healthcare information and data to its Consumers through the website, mobile application and arranges for the provision of health care services to its users.

The group also operates paisabazaar.com which is a facilitator for comparison and application for banking products and acts as a digital facilitator between customers and banks/financial institutions. It has partnerships with large banks, NBFCs and fintech lenders who offer a wide choice of product offerings on the platform across personal credit categories, including personal loans, business loans, credit cards, home loans and loans against property. It runs Indiaâs largest credit awareness initiative in partnership with all four credit bureaus in the country, offering free access to credit reports.

In 2018, the Company started operations in United Arab Emirates (UAE) through one of the wholly owned subsidiaries, PB Fintech FZ-LLC, which operates an online financial marketplace in UAE. With the main focus on health and life insurance, we are also diversifying into financial products including personal lending and credit cards in UAE. It has entered into a technical/API integration partnership with Al Etihad Credit Bureau (AECB) to implement real-time eligibility checks for credit card applications based on the AECB credit score and banksâ approval criteria. Customers of PB Fintech FZ-LLC can apply for credit cards with an immediate indication of the likelihood of their application being pre-approved based on their AECB credit score.

The Company is listed on BSE Limited (âBSEâ) and the National Stock Exchange of India Limited (âNSEâ).

(T in Lacs)
S.		Standalone		Consolidated
No.	Particulars	2022-23	2021-22	2022-23	2021-22
1	Revenue from Operations	13,414.58	10,318.36	2,55,784.71	1,42,489.01
2	Add: Other Income	19,473.71	11,424.79	25,899.21	12,538.85
3	Total Income (1 2)	32,888.29	21,743.15	2,81,683.92	1,55,027.86
Expenditure
	a. Employee benefit expense	38,197.50	48,380.38	1,53,960.01	1,25,554.10
	b. Depreciation and amortization expense	373.90	389.57	6,382.17	4,283.97
	c. Advertising and promotion expense	302.67	378.16	1,35,724.64	86,445.25
	d. Network and internet expenses	461.44	356.17	9,686.34	6,951.60
	e. Other expense	878.82	2,148.54	22,573.82	13,771.54
4	Total Expenditure	40,214.33	51,652.82	3,28,326.98	2,37,006.46
5	EBITDA (3-4 3b)	-6,952.14	-29,520.10	-40,260.89	-77,694.63
6	Finance costs	89.70	114.84	2,136.26	1,356.78
7	Profit/ (Loss) before Tax (3-4-6)	-7,415.74	-30,024.51	-48,779.32	-83,335.38
8	Share of loss of associates	-	-	-16.52	-3.88
9	Net (Loss)/Profit before Tax (7-8)	-7,415.74	-30,024.51	-48,795.84	-83,339.26
10	Tax expense	-0.13	-56.14	-1.92	-47.96
11	Net (Loss)/Profit after Tax (9-10)	-7,415.61	-29,968.37	-48,793.92	-83,291.30
Other Comprehensive Income
Items that may be reclassified to profit or loss
	Exchange differences on translation of foreign operations	-	-	500.47	169.58
	Changes in the fair value of debt instruments at FVOCI [Gain/(Loss)]	-	-	-1.91	-
Items that will not be reclassified to profit or loss
	Share of other comprehensive lncome/(loss) of associate	-	-	-	0.80
	Remeasurement of post employment benefit obligations [Gain/(Loss)]	19.17	94.17	-227.08	-141.25
	Income Tax relating to Items that will not be reclassified to profit and loss	-	-	0.06	-0.21
12	Other Comprehensive Income for the year, net of tax	19.17	94.17	271.54	28.92
13	Total Comprehensive Income for the year	-7,396.44	-29,874.20	-48,522.38	-83,262.38

On a standalone basis, the Companyâs revenue from operations for FY23 was ?13,414.58 lacs in the financial year under review, as against T10,318.36 lacs in the FY22, an increase of around 30.01 % year on year.

The total income of the Company stood at ?32,888.29 Lacs up by 51.26% for FY23 from ?21,743.15 Lacs for FY22. The other income of the Company contributed ?19,473.71 Lacs to the total income for FY23.

STANDALONE FINANCIAL STATEMENTS

The above figures are extracted from the audited financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the âSEBI Listing Regulationsâ).

The total expenses for the year stood at 740,214.33 Lacs down by 22.14% for the FY23 from 751,652.82 Lacs for the FY22.

EBITDA, for the year, was increased by 76.45% over previous year and stood at 7(6,952.14) Lacs in comparison with (29,520.10) Lacs in FY22. Loss before tax (PBT) from ordinary activities is 7(7415.74) Lacs in FY23 as against 7(30,024.51) Lacs in FY22.

CONSOLIDATED FINANCIAL STATEMENTS

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. Flowever, for the purpose of consolidation of financial statements of the Company as regards the investment in PB Fintech FZ-LLC, YKNP Marketing Management and Zphin Computer Systems and Software Designing- Sole Proprietorship L.L.C., unaudited financial statements have been considered.

On a consolidated basis, your Company, achieved net revenue of 72,55,784.71 Lacs during the year under review as against 71,42,489.01 Lacs during the previous financial year, up by 79.51 % year on year.

The total consolidated income of the Company stood at 2,81,683.92 Lacs increased by 81.70% for FY23 from 7 1,55,027.86 Lacs for FY22. The Net loss for the financial year under review was 7 (48,793.92) as against a loss of 7 (83,291.30) lacs in the previous financial year.

EBITDA, on a consolidated basis, for the year, stood at 7 (40,260.89) Lacs in comparison with 7 (77,694.63) Lacs in FY22. Total Comprehensive Income, in FY23, is reported to be 7 (48522.38) Lacs in comparison to total Comprehensive Income of 7 (83,262.38) Lacs in FY22.

DIVIDEND

Since the Company did not make any profit during the financial year, the Directors of your Company do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

In view of the losses during the financial year, no amount is proposed to be transferred to the reserve, except as required under any statute.

UTILISATION OF IPO PROCEEDS

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 variationÂ® 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 (âMonitoring Agencyâ) 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, 2022, September 30, 2022, December 31, 2022 and March 31, 2023 to monitor the utilization of IPO proceeds.

The Company has submitted the statements) 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 (âNSEâ) and BSE Limited (âBSEâ) on timely basis.

SHARE CAPITAL

During the year under review, your Company has increased its issued, subscribed and paid-up share capital pursuant to the resolution of the Nomination and Remuneration Committee of the Board of Directors passed through circulation on November 21, 2022 from 789,89,99,612/-divided into 44,94,99,806 equity shares of 72/- each to 790,02,32,698/- divided into 45,01,16,349 equity shares of 72/- each consequent to the allotment of 6,16,543 equity shares of 72/- each to eligible employees who have exercised stock options under PB Fintech Employees Stock Option Plan 2021. The listing and trading approval for the 6,16,543 equity shares was granted by National Stock Exchange of India Limited and BSE Limited on December 13, 2022 vide their letter no NSE/LIST/2022/33629 and LOD /ESOP/TP/No. 120/ 2022-2023 respectively and admitted to trade w.e.f. December 14, 2022.

The authorized share capital of the Company is 7100,00,00,000/- divided into 49,05,00,000 equity shares of 72/- each and 9,50,000 preference shares of 720/- each.

Your Company has not issued shares with differential voting rights and sweat equity shares during the FY 2022-23.

LISTING

The Companyâs 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). The annual listing fees for FY 2022-23 to BSE and NSE has been paid.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review 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.

DOWNSTREAM INVESTMENT

During the year under review, the non-residentsâ shareholding in the Company is more than 50% and the Company qualifies to be an Indian company owned by personâs resident outside India i.e. Foreign Owned or Controlled Company (âFOCCâ). Your Company has complied with all applicable provisions under the Companies Act, 2013 and Foreign Exchange Management (Non-debt Instruments) Rules, 2019 in relation to investment and the certificate from Statutory Auditors in respect to downstream investment compliance under Foreign Exchange Management (Nondebt Instruments) Rules, 2019 will be obtained.

SCHEME OF AMALGAMATION

The Board of Directors of your Company had adopted a resolution dated April 15, 2021 approving a scheme of amalgamation between the Company and Makesense Technologies Limited (âMakesenseâ) pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (âSchemeâ) and accordingly, our Company and Makesense filed a company application dated May 27, 2021, amended by way of company application dated July 26,2021 before the NCLT, Chandigarh. However, pursuant to a resolution dated September 23, 2021, the Board of Directors of your Company approved the withdrawal of the Scheme of Amalgamation, and consequently a withdrawal application dated September 28, 2021 was filed with the National Company Law Tribunal, Chandigarh. The Honâble Tribunal vide its Order dated October 28, 2021, had approved the withdrawal of the said Scheme. Thereafter, both the companies had agreed that they intend to file a fresh scheme, in the same form as the current Scheme, after making requisite changes due to listing of the Company post completion of the Initial Public Offering (IPO).

Accordingly, during the year under review, the Company and Makesense, at their respective Board Meetings, held on April 26, 2022, had approved the fresh Scheme of Amalgamation between PB Fintech Limited (Transferee Companyâ) and Makesense Technologies Limited (Transferor Companyâ) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Act, including rules made thereunder (âSchemeâ). 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.

Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the National Stock Exchange of India Limited and BSE Limited vide their letter no. NSE/LIST/31102 and DCS/AMALVMJ/ IP/2624/2022-23 respectively dated January 06, 2023 issued no observation letters to the Company.

The Joint Application before the Honâble National Company Law Tribunal (Honâble Tribunal), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was filed on May 03, 2023.

Court Convened Meetings

The Honâble NCLT vide its order dated July 05,2023 (date of pronouncement) directed for convening of the meetings of Unsecured Creditors and Equity Shareholder of the Company on Saturday, September 02, 2023 at 11:30 AM and 02:30 PM respectively, through Video Conferencing with the facility of Remote E-voting in compliance with the guidelines issued by Ministry of Corporate Affairs (MCA), for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Makesense Technologies Limited with the Company and other connected matters.

The Company had duly sent the Notices of the meetings of Equity Shareholders and Unsecured Creditors through e-mail on Tuesday, August 01 2023. The Company had also published in Newspaper declaring the details of dispatch on August 02, 2023 and other requirements as mandated by the Honâble NCLT vide its order dated July 05 2023. The Honâble NCLT had appointed Dr. Surekha Thukral, Advocate, as the Chairperson; Mrs. Krishna Anmol Singh, Advocate, as the Alternate Chairperson and Mr Nikhil Sachdeva, Chartered Accountant, as the Scrutinizer of the aforesaid meeting.

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

As on March 31, 2023, 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 (âActâ) 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.

PB Financial Account Aggregators Private Limited (âPBFAAâ), a wholly-owned subsidiary of the Company had filed an application with Reserve Bank of India for grant

b. YKNP Marketing Management -LLC

During the year under review, PB Fintech FZ LLC, a Wholly owned subsidiary of the Company in Dubai acquired and holds 26.72% shares of YKNP Marketing Management -LLC.

YKNP Marketing Management was established as a Sole Establishment registered under Department of Economic Development, Dubai-U.A.E. on 21^st December, 2017. It has now been converted to an LLC- Single Owner on 14^th July, 2022. It is a leading provider of outsourced sales and marketing services for companies in the UAE..

c. Zphin Computer Systems and Software Designing-LLC

Zphin Computer Systems and Software Designing- Sole Proprietorship LLC received its commercial license from the Department of Economic Development-Abu Dhabi on November 23, 2022. During the year under review, it became a wholly owned subsidiary of PB Fintech FZ-LLC.

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and as on the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2) (e) of the SEBI Listing Regulations forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Board of Directors of your Company comprised of nine Directors, viz., two Executive Directors, two Non-Executive Non-Independent Directors 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 Personnelâs, their appointments / re- appointments during and after the financial year under review is given below:

a. Composition: The composition of the Board as on March 31,2023:
Name of Directors	Position & Category	DIN
Mr. Yashish Dahiya	Chairman, Executive Director & CEO	00706336
Mr. Alok Bansal	Executive Vice Chairman & Whole Time Director	01653526
Mr. Kaushik Dutta	Non-Executive, Independent Director	03328890
Mr. Gopalan Srinivasan	Non-Executive, Independent Director	01876234
Ms. Veena Vikas Mankar	Non-Executive, Independent Director	00004168
Mr. Nilesh Bhaskar Sathe	Non-Executive, Independent Director	02372576
Ms. Lilian Jessie Paul	Non-Executive, Independent Director	02864506
Mr. Sarbvir Singh*	Non-Executive, Non-Independent Director	00509959
Ms. Kitty Agarwal	Non-Executive, Non-Independent Director	07624308
*Mr. Sarbvir Singh has been appointed as Joint Group CEO and Executive Director wef August 26, 2023 subject to the
approval of shareholders in the ensuing AGM.
Key Managerial Personnel as on March 31,2023:
The Key Managerial Personnel	(âKMPâ) of the Company as per Section 2(51) and 203 of the Companies Act are as follows:
Mr. Yashish Dahiya	Chairman, Executive Director & Chief Executive Officer
Mr. Alok Bansal*	Whole Time Director
Mr. Mandeep Mehta**	Chief Financial Officer
Mr. Bhasker Joshi	Company Secretary & Compliance Officer
*Mr. Alok Bansal ceased to be the CFO of the company and elevated as Executive Vice Chairman w.e.f. May 02, 2022.

of Certificate of Registration (âGoRâ) as NBFC-Account Aggregator (âNBFC-AAâ) u/s 45-IA of the Reserve Bank of India Act, 1934. During the year under review, RBI has granted In-Principle approval for setting up the business of Account Aggregator to PBFAA vide Letter dated January 10, 2023. PBFAA is required to put in place the necessary technology platform and complete all legal/operational formalities to be ready for operation within that period and report position of compliance to RBI. On satisfaction, the RBI may grant CoR as an NBFC-AA.

Further, there has been no material change in the nature of 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 (âICAIâ) 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 Company is required to attach along with its financial statements a separate statement containing the salient features of financial statements of its subsidiaries/ Associates/Joint Ventures in Form AOC-1.

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 2022-23 of all the subsidiary companies are available on the website of the Company at https:// www.pbfintech.in/ investor-relations/.

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

Subsidiaries / Associate Companies incorporated / added during the financial year ended 31^st March 2023:

a. MLC Finotech Private Limited

MLC Finotech Private Limited is a private company limited by shares and incorporated on October 11, 2022 under the Companies Act, 2013 as a Wholly Owned Subsidiary of MyloanCare Ventures Private Limited with an authorized and paid up share capital of ?2,00,00,000/- divided into 20,00,000 Equity shares of ?10/- each.

The company is engaged in providing consultancy and advisory services in respect of loans and cards.

**Mr. Mandeep Mehta has been appointed as a Group CFO w.e.f. May 02, 2022.

b. Induction, Re-appointment and Resignation

During the year under review, Mr. Alok Bansal, Whole Time Director was elevated as Executive Vice Chairman of the Company and discontinued as Chief Financial Officer of the Company effective from May 02, 2022. Mr. Mandeep Mehta was appointed as Chief Financial Officer of the company effective from May 02, 2022.

c. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 not less than 2/3rd (Two- third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Companies Act, 2013 read with Article 119 of the Articles of Association of the Company, Mr. Sarbvir Singh (DIN: 00509959) and Ms. Kitty Agarwal (DIN:07624308) are liable to retire by rotation and, being eligible, offers themselves for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

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- lndependent-Director.pdf.

MEETING OF BOARD OF DIRECTORS

The Board met Seven (07) times during the year under review on April 26, 2022, May 13, 2022, May 27, 2022, August 10, 2022, August 23, 2022, November 07, 2022 and February 10, 2023. The details of attendance of meeting of 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.

BOARD COMMITTEES

As on March 31,2023, the Board has seven (7) Committees, namely, Audit Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee,

Risk Management Committee, Nomination & Remuneration Committee, Business Responsibility and Sustainability Reporting Committee and IPO Committee.

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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. 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 operation and the industry of which it is a part.

BOARD EVALUATION

SEBI Listing Regulations laying down the key functions of the Board, mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination & Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors, Board of Directors, Committee and Individual Directors. Section 134 of the Act states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, Schedule IV to the Act states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees through structured questionnaires covering various aspect of the functioning of Board and its Committees.

Information on the manner in which a formal annual evaluation for the financial year 2022-23 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.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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 30, 2023 without the attendance of Executive Directors and members of Management.

AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS

M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No: 012754N/ N500016) were re-appointed as the Statutory Auditors of the Company to hold office for five consecutive years starting from the conclusion of the tenth Annual General Meeting (AGM) held on September 29, 2018 until the conclusion of the fifteenth AGM of the Company to be held during the current year 2023. Accordingly, the existing Statutory Auditors are due for retirement at the ensuring Annual General Meeting.

Subject to the approval of the members of the Company, the Audit Committee and the Board of Directors during their respective meetings held on August 07, 2023 have considered and recommended the appointment of Walker Chandiok & Co LLP (Firm Registration Number:001076N/ N500013) as the Statutory Auditors of the Company, to hold office 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.

Walker Chandiok & Co LLP (Firm Registration Number:001076N/N500013 ) have given their consent for the proposed appointment as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting of the members of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141 (3) of the Companies act, 2013 and that they are not disqualified for appointment.

The Auditorâs Reports on the Standalone and the Consolidated Financial Statements for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors. The Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR

Regulation 24A has been submitted to the stock exchanges as obtained from M/s Dhananjay Shukla & Associates for FY2022-23. The Audit Report does not contain any qualification, reservation or adverse comments requiring reply/ explanation by the Board of Directors.

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 2022-23 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 1C respectively.

INTERNAL AUDITORS

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 2022-23. 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 periodically.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

MAI NTAI NANCE OF COST RECORDS

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting (âthe Committee") to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report, the Committee recommended that Business Responsibility Report âBRRâ be rechristened Business Responsibility and Sustainability Report âBRSR", where disclosures are based

on ESG parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting.

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. In compliance of Regulation 34(2) of SEBI Listing Regulations and above-mentioned SEBI Circular, the company has prepared its first BRSR Report for the FY 2022-23. The BRSR Report is a forming part of Annual Report as an Annexure II.

DIRECTORS AND OFFICERS INSURANCE (âD AND O INSURANCEâ)

Pursuant to SEBI Listing Regulations, the Company has taken Directors & Officers insurance (âD&Oâ) from IFFCO TOKIO General Insurance Company Limited.

INVESTOR RELATIONS

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). As a part of compliance, the Company has constituted Stakeholders Relationship Committee (SRC) to redress investorsâ 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 are provided in the Corporate Governance Report forming part of the Annual Report. Mr. Bhasker Joshi, company secretary is the Compliance Officer of the company.

CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of Indiaâs Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has implemented several best corporate governance practices.

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.

CERTIFICATE ON CORPORATE GOVERNANCE

Regulation 34(3) read with Clause E of Schedule V of the SEBI Listing Regulations, is attached and forms part of the Annual Report.

WEBLINK OF ANNUAL RETURN

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 for FY 2022-23 will be available at the official website of the Company https://www.pbfintech.in/ investor-relations/.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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 & 29 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.

The Policy on Related Party Transaction and its materiality as approved by the board is available on the Companyâs website under the web link https://www.pbfintech.in/ investor-relations/.

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 âarmâs length basisâ and also which are âmaterial and at armâs length basisâ, is not applicable since all the transaction are at arm length basis and not material.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Particulars of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 as at the end of the Financial Year 2022-23 are provided in the standalone financial statements. All the loans, guarantees and investments made are in compliance with the provisions of the Companies Act, 2013 and rules thereunder.

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015, (amended from time to time) your Company has adopted the code of conduct to regulate, monitor & report insider trading activities and Code of practice and procedure for fair disclosure of unpublished price sensitive information. The Code of practice and procedure for fair disclosure of

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 (âPOSHâ). During the year under review, the number of cases filed and their disposal under Section 22 of the POSH are as follows:

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.pbfintech.in/investor-relations/

DIRECTORâS APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, 2015 the Board of Directors on the recommendation of Nomination and Remuneration Committee has adopted a policy on Nomination and Remuneration in its meeting held on June 28 2021, which is accessible at https://www. pbfintech.in/investor-relations/. The details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

RISK MANAGEMENT POLICY

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 Companyâs 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/investor-relations/.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Board of Directors pursuant to Regulation 22 of the SEBI Listing Regulations and Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 has adopted a robust vigil mechanism named Whistle Blower Policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. The Whistle Blower Policy has been uploaded on Companyâs website and can be accessed at https://www.pbfintech.in/investor-relations/. The details of same has been provided in the Corporate Governance Report forming part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company has approved the Dividend Distribution Policy in accordance with the

Regulation 43A of SEBI Listing Regulations at its meeting held on July 26, 2021. The objective of this policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend. The Policy is available at the website of the Company i.e. https://www.pbfintech.in/investor-relations/.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in accordance with the provisions of Companies Act, 2013. The CSR Committee presently 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, Pursuant to Section 135 of the Companies Act, 2013 and rules made thereunder 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 Section198 of the Companies Act, 2013 on the activities and programs fulfilling its Corporate Social Responsibilities. As the Companyâs average net profit of the last three consecutive years (i.e 2019-20, 2020-21 and 2021-22) is negative it is not required to spend any amount on CSR activities during the FY 2022-23. The CSR Policy of the Company can be viewed at https://www.pbfintech.in/investor-relations/.

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is enclosed as Annexure III to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

During the year under review, your Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (âICSIâ) in consultation with the Central Government which are mandatory to be complied with the Company.

PARTICULARS OF EMPLOYEES

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Particulars		Numbers
Number of complaints pending as on beginning of the financial year	the	NIL
Number of complaints filed during financial year	the	NIL
Number of complaints pending as on the end of the financial year		NIL

EMPLOYEE STOCK OPTION PLAN

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Companyâs objectives, and promote increased participation by them in the growth of the Company.

The Company has three Employee Stock Option Schemes, namely, PB Fintech Employees Stock Option Plan, 2014 (âESOP 2014â), PB Fintech Employees Stock Option Plan, 2020 (âESOP 2020â) and PB Fintech Employees Stock Option Plan, 2021 (âESOP 2021â). After the institution of ESOP 2020 which has been effective from November 24, 2020, no fresh options have been granted to employees under ESOP 2014.

The shares to which Companyâs ESOP Schemes 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/.

Post IPO of equity shares of the Company, ESOP 2020 has been ratified as per the requirements of 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEB Regulations 2021â), by the members of the Company through Postal Ballot on March 11, 2022. Further, under ESOP 2021, the aggregate pool of options available for grant is 2,05,61,725 Options, out of which 1,60,80,256 options granted to the Founders and eligible employees prior to the IPO on October 05, 2021, were ratified by the shareholders post listing of the Company through Postal Ballot on March 11,2022.

A statement containing relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI

SBEB Regulations 2021 is available on the website of the Company at https://www.pbfintech.in/investor-relations/.

The following information is disclosed with respect to ESOP 2014, ESOP 2020 and ESOP 2021 in compliance

of SEBI SBEB & SE Regulations and Section 62(1 )(B) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014:

S. No	Particulars	ESOP 2014	ESOP 2020	ESOP 2021
	Opening balance as on 01st April 2022	153,500	1,01,61,240	1,60,75,156
1.	Number of Options granted during the year	-	-	14,58,364
2.	Exercise price or Pricing formula	?2/-	m-	?2/-
3.	Number of Options vested and exercisable as at March 31,2023		137,624	140,700
4.	Number of Options exercised during the year	153,500	64,92,762	616,543
5.	Total number of shares arising out of exercise of Options during the year	Note 1	Note 1	NA
6.	Number of Options lapsed (includes forfeited and lapsed options) during the year	-	99,314	419,603
7.	Variation in the terms of the Options	NA	No	Note 2
8.	Money realized by exercise of Options	Note -2	Note -2	12,33,086
9.	Total number of Options in force as on 31 st March 2023	-	35,69,164	1,64,97,374
10.	Employee wise details of options granted to:
	(i)KMP
	(ii)any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year
	(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant
11	Any material change to the scheme and whether such scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014	NA	NA	NA
Note-1: There is no shares arising out of exercise under ESOP 2014 and ESOP 2020 scheme as these schemes are managed through a Trust.
Note-2: The exercise of options under ESOP 2014 and ESOP 2020 schemes does not realise any money as these schemes are managed through a Trust.

A certificate from Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates (CP No. 8271) Company Secretaries with regards to the implementation of the Companyâs Employee Stock Option Schemes in line with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available for inspection in electronic mode during the Annual General Meeting.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

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:

(A) Conservation of energy:

i. Steps taken / impact on conservation of energy;

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 Companyâs ESG 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:

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

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

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

Usage of energy efficient illumination fixtures.

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

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.

(B) Technology absorption:

The Company itself operates into the dynamic information technology space. The Company has a sizeable team of Information technology experts to evaluate technology developments on a continuous basis and keep the organisation updated.

This allows the Company to serve its users in innovated 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 INR1,50,68,686/-

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directorsâ 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 judgements 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, 2023 and of the profit/(loss) 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.

ACKNOWLEDGEMENT

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 Companyâs growth.

For and on behalf of the Board of Directors PB Fintech LimitedSd/-Yashish DahiyaChairman, Executive Director & CEO

DIN: 00706336

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

Date: August 26, 2023 Place: Gurugram

Mar 31, 2022

The Board of Directors of your Company have immense pleasure in presenting the Fourteenth (14th) Director''s Report on the business and operations of the PB Fintech Limited (Formerly known as PB Fintech Private Limited/ Etechaces Marketing and Consulting Private Limited) ("the Company") for the financial year ended March 31, 2022.

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

The Company is an operating cum holding company. The Company launched Policybazaar, its flagship platform, in 2008 and has built India''s largest online platform for i nsurance and lending produ cts leveraging the power of technology, data and innovation. The Company provide convenient access to insurance, credit and other financial products and aim to create awareness amongst Indian households about the financial impact of death, disease and damage. Through its consumercentric approach, the Company seek to enable online research-based purchases of insurance and lending produ cts and increase transparency, whi ch enables consumers to make informed choices. The Company also facilitate its Insurer and Lending Partners in the financial services industry to innovate and design customised products for Consumers leveraging its extensive data insights and data analytics capabilities.

In 2014, the Company launched Paisabazaar with the goal to transform how Indians access personal credit by accentuating ease, convenience and transparency in selecting a variety of personal loans and credit

cards. Paisabazaar is an independent digital lending platform that enables consumers to compare, choose and apply for personal credit products. Paisabazaar has built partnerships with large banks, NBFCs and fintech lenders who offer a wide choice of product offerings on its platform across personal credit categories, including personal loans, business loans, credit cards, home loans and loans against property.

The Company''s Policybazaar and Paisabazaar platform offerings address the large and highly underpenetrated online insurance and lending markets. The Company primarily generate revenues from the following sources: (i) for our Policybazaar business, from insurance commission that we receive from our Insurer Partners, and additional services that we provide to Insurer Partners such as telemarketing and other services relating to sales and post-sales services, account management, premium collection and various other services, (ii) for our Paisabazaar business, from the commission that we receive from our Lending Partners, credit advisory and related services that we provide to our Consumers or Lending Partners, and marketing services that we provide to financial services partners and other third parties, and (iii) for our Company, from providing online marketing, consulting and technology services to Insurer and Lending Partners.

During the financial year ended March 31, 2022, the equity shares of the Company have been listed on BSE Limited (''BSE'') and the National Stock Exchange of India Limited (''NSE'') w.e.f. November 15, 2021. Please refer Management Discussion and Analysis for a detailed overview and state of company affairs.

FINANCIAL SUMMARY AND HIGHLIGHTS

A brief overview on Standalone and Consolidated Financial Performance for the Financial Year (''FY'') ended March 31, 2022 is as follows:

(Rs. in Lakhs)
S. .	Standalone		Consolidated
No.	2021-22	2020-21	2021-22	2020-21
1 Revenue from Operations	10,318.36	12,342.36	142,489.01	88,666.22
2 Add: Other Income	11,424.79	5,601.77	12,538.85	7,075.10
3 Total Income (1 2)	21,743.15	17,944.13	155,027.86	95,741.32
Expenditure
a. Employee benefit expense	48,380.38	13,045.12	125,554.10	55,404.65
b. Depreciation and amortization expense	389.57	380.26	4,283.97	4,137.84
c. Advertising and promotion expense	378.16	225.25	86,445.25	36,784.33
d. Network, internet and other direct expense	356.17	220.92	6,951.60	5,879.60
e. Other expense	2,148.54	959.72	13,771.54	6,573.91
4 Total Expenditure	51,652.82	14,831.27	237,006.46	108,780.33

(Rs. in Lakhs)
S.	Particulars	Standalone		Consolidated
No.	Particulars	2021-22	2020-21	2021-22	2020-21
5	EBITDA (3-2-4 3b)	(40,944.89)	(2,108.65)	(90,233.48)	(15,976.27)
6	Finance costs	114.84	142.66	1,356.78	1,152.38
7	Profit/ (Loss) before Tax and exceptional item (3-4-6)	(30,024.51)	2,970.20	(83,335.38)	(14,191.39)
8	Exceptional item	-	236.83		-
9	Share of loss of associates	-	-	(3.88)	-
10	Net Profit/(Loss) before Tax (7-8)	(30,024.51)	2,733.37	(83,339.26)	(14,191.39)
11	Tax expense	(56.14)	832.62	(47.96)	832.78
12	Net Profit/(Loss) after Tax (9-10)	(29,968.37)	1,900.75	(83,291.30)	(15,024.17)
Other Comprehensive Income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations [Gain/(Loss)		-	-	169.58	(42.10)
Items that will not be reclassified to profit or loss
Remeasurement of post-employment benefit obligations [Gain/(Loss)]		94.17	(7.31)	(141.25)	(261.65)
Share of other comprehensive Income/(loss) of associate		-	-	0.080	-
Income Tax relating to Items that will not be reclassified to profit and loss		-	-	(0.21)	-
Other Comprehensive Income for the year, net of tax		94.17	(7.31)	28.92	(303.75)
Total Comprehensive Income for the year		(29,874.20)	1,893.44	(83,262.38)	(15,327.92)

On a standalone basis, the Company''s revenue from operations was Rs. 10,318.36 lakhs in the financial year under review, as against Rs. 12,342.36 lakhs in the previous financial year, a decrease of around 16.40% year on year. The loss for the financial year under review was Rs 29,968.37 lakhs, as against a profit of Rs. 1,900.75 lakhs in the previous financial year.

The operating expenses (excluding depreciation) in FY 2021-22 increased by 254.74 % to Rs. 51,263.26 lakhs as compared to Rs. 14,451.01 lakhs in FY 2020-21.

On a consolidated basis, the Company''s revenue from operations was Rs. 142,489.01 lakhs in the financial year under review, as against Rs. 88,666.22 lakhs in the previous financial year, an increase of around 60.70% basis year on year. The total income increased by around 61.92% from Rs. 95,741.32 lakhs in FY 2020-21 to Rs. 155,027.86 lakhs in FY 2021-22. The loss for the financial year under review was Rs. 83,291.30 lakhs, as against a loss of Rs. 15,024.17 lakhs in the previous financial year.

The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company and its subsidiaries and associates, as approved by their respective Board of Directors.

DIVIDEND

Since the Company did not make any profit during the financial year, the Directors of your Company do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

In view of the losses during the financial year, no amount is proposed to be transferred to the reserve, except as required under any statue.

CONVERSION FROM PRIVATE TO PUBLIC COMPANY

During the year under review, pursuant to a Special Resolution passed by the members of the Company at an Extraordinary General Meeting (EGM) held on June 19, 2021, the Company has converted into Public Limited Company. A fresh certificate of incorporation consequent to conversion from Private Company to Public Company was issued by the Registrar of Companies on June 30, 2021 pursuant to rule 29 of the Companies (Incorporation) Rules, 2014.

INITIAL PUBLIC OFFER AND UTILISATION OF IPO PROCEEDS

Your Company has made a successful Initial Public Offering (IPO) of 58,262,397 equity shares of face value of Rs.2/- each at the issue price of Rs.980/- per equity share including a premium of Rs. 978/- per equity share aggregating to Rs. 5,709.71 Crores, comprising fresh issue of 38,265,306 equity shares aggregating to Rs. 3,750 Crores and offer for sale of 19,997,091 equity shares aggregating to Rs. 1,959.71 Crores. The issue opened on November 01, 2021 and closed on November 03, 2021. The issue was led by Book Running Lead Managers ("BRLM") viz., Kotak Mahindra Capital Company Limited and Morgan Stanley India Company Private Limited (Lead BRLM''s), Citigroup Global Markets India Private Limited, ICICI Securities Limited, HDFC Bank Limited, IIFL Securities Limited, and Jefferies India Private Limited (Collectively," BRLM''s").

Your Company is happy to inform that the issue was oversubscribed 16.58 times (i.e., around 3.31 times in RII, 24.89 times in the QIB and 7.82 times in the NII category). Your Company''s entire paid-up share capital consisting of 44,94,99,806 equity shares were listed and admitted for dealing on the National Stock Exchange of India Limited (âNSE") and BSE Limited ("BSE") with effect from November 15, 2021 subject to fulfilment of lock-in conditions on certain shares.

Utilisation of IPO Proceeds

During the year under review, the IPO proceeds were utilised 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 December 31, 2021 and March 31, 2022, to monitor the utilisation 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.

SHARE CAPITAL

Your Company has increased its Authorised Share Capital vide special resolution passed by shareholders at Extra Ordinary General Meeting of the company held on June 19, 2021 from Rs. 20,000,000/- divided

into 500,000 equity shares of Rs. 2/- each and 950,000 preference shares of Rs.20/- each to Rs. 1,000,000,000/-divided into 490,500,000 equity shares of Rs. 2/- each and 950,000 preference shares of Rs. 20/- each.

The issued, subscribed and paid up share capital is Rs.89,89,99,612/- divided into 44,94,99,806/- Equity Shares of Rs.2/- each.

Total 44,94,99,806 fully paid-up Equity Shares of Rs.2/-each were listed and admitted for trading on NSE and BSE w.e.f. November 15, 2021 under the initial public offer (IPO) of the Company.

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

CONVERSION OF CUMULATIVE COMPULSORY CONVERTIBLE PREFERENCE SHARES (CCPS) INTO EQUITY SHARES

During the year under review, the Board of Directors of your Company pursuant to a request received from two of its Compulsory Convertible Preference Shares (CCPS) holders allotted 1,25,985 Equity shares as under on conversion of 1,25,985 Compulsory Convertible Preference Shares (CCPS) of Rs. 20/- each on June 3, 2021:

a. Allotted 51,855 Equity Shares to SVF India Holdings (Cayman) Limited pursuant to conversion of 51,855 Series F compulsory convertible preference shares held by SVF India Holdings (Cayman) Limited;

b. Allotted 74,130 Equity Shares to SVF Python II (Cayman) Limited pursuant to conversion of 3,830 Series A1, 12,875 Series B, 6,490 Series C, 535 Series D, 14,680 Series E and 35,720 Series F compulsory convertible preference shares held by SVF Python II (Cayman) Limited;

Further, on the request of remaining Compulsory Convertible Preference Shares (CCPS) holders and pursuant to a Special Resolution passed by the members at an Extraordinary General Meeting (EGM) of the Company held on June 19, 2021, your Company has approved conversion of 4,68,289 Compulsory Convertible Preference Shares (CCPS) of Rs. 20/-each into 23,41,44,500 Equity Shares of Rs. 2/- each at a conversion ratio 1:500 i.e. 500 equity shares of the Company for every preference share held by a preference shareholder. The allotment of 23,41,44,500 equity shares of Rs. 2/- each on conversion of CCPS was completed on June 28, 2021.

BONUS ISSUE

During the year under review, pursuant to a Special Resolution passed by the members at an Extraordinary General Meeting (EGM) of the Company held on June 19, 2021, your Company has approved issue of bonus

shares in the ratio of 1:499 i.e. 499 equity shares of the Company for every one equity share held by an equity shareholder. The allotment of 17,67,35,820 equity shares of face value of Rs. 2/- each, by way of bonus issue, to Equity holders of our Company, whose names appear in the list of beneficial owners as on June 19, 2021 was completed on June 28, 2021.

DOWNSTREAM INVESTMENT

During the period under review, the non-residents shareholding in the Company is more than 50% and the Company qualified an Indian company owned by person''s residents outside India i.e. Foreign Owned or Controlled Company ("FOCC"). Your Company has complied with all applicable provisions under the Companies Act, 2013 and Foreign Exchange Management (Non-debt Instruments) Rules, 2019 in relation to investment and the certificate from Statutory Auditors in respect to downstream investment compliance under Foreign Exchange Management (Non-debt Instruments) Rules, 2019 will be obtained.

SCHEME OF AMALGAMATION

The Board of Directors of your Company has adopted a resolution dated April 15, 2021 approving a scheme of amalgamation between the Company and Makesense Technologies Limited in terms of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Amalgamation

Scheme") and accordingly, our Company and Makesense filed a company application dated May 27, 2021, amended by way of company application dated July 26, 2021 before the NCLT, Chandigarh. However, pursuant to a resolution dated September 23, 2021, the Board of Directors of your Company approved the withdrawal of the Scheme of Amalgamation, in the best interests of the Company and its various stakeholders, and subsequently a withdrawal application dated September 28, 2021 has been filed with the National Company Law Tribunal, Chandigarh.

Further, after the year under review, the Board of Directors in its meeting held on April 26, 2022 has approved the draft Scheme of Amalgamation between the Company and Makesense Technologies Limited in terms of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Amalgamation Scheme") which can be viewed at the website of the company at https://www.pbfintech.in/investor-relations/.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2) (e) of the SEBI Listing Regulations forms part of this Annual Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

As on March 31, 2022, the Company has nine (9) Wholly Owned 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 nine subsidiaries, two are material subsidiaries i.e. Policybazaar Insurance Brokers Private Limited and Paisabazaar Marketing and Consulting Private Limited.

During the year under review, the Company''s wholly owned subsidiary, Policybazaar Insurance Brokers Private Limited (''Policybazaar''), received a certificate of registration to act as a direct insurance broker (life and general) under the Insurance Regulatory and Development Authority of India (Insurance Brokers) Regulations, 2018 on June 10, 2021, prior to which it was registered as a web aggregator under the Insurance Regulatory and Development Authority of India (Insurance Web Aggregators) Regulations, 2017.

Except as above, there has been no material change in the nature of business of the subsidiaries.

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 2021-22 of all the subsidiary companies are available on the website of the Company at https:// www.pbfintech.in/investor-relations/.

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

Subsidiaries/Associate Companies incorporated/added during the financial year under review:

a. PB Financial Account Aggregators Private Limited

PB Financial Account Aggregators Private Limited ("PBFAAPL") is a private company limited by shares and incorporated on February 03, 2022 under the Companies Act, 2013 as a Wholly Owned Subsidiary of the Company with the authorised and paid up

share capital of Rs. 5,00,00,000/- divided into 50,00,000 Equity shares of Rs.10/- each.

PBFAAPL has applied to the Reserve Bank of India (RBI) for an "Account Aggregator (AA)" License and proposes to conduct the AA business once RBI licence is received. As an Account Aggregator the company will be undertaking the activity of retrieving or collecting financial information pertaining to its customers and consolidating, organizing and presenting such information to the customer or any other person as per the instructions of the customer (consent based infrastructure). The financial information of the customer cannot be used for any other purpose by the Account Aggregator.

b. MyLoanCare Ventures Private Limited

MyLoanCare Ventures Private Limited ("MyloanCare") is a private company limited by shares and incorporated under the Companies Act, 2013. Myloancare is a technologically advanced NBFC for providing quick credit with flexible terms to low and middle-income borrowers using, its own technology-enabled platform.

The Company has invested about Rs. 38.28 million in MyLoanCare for a stake of 24.93% on a fully diluted basis. Upon said investment, MyLoanCare has become an associate of the company.

c. Visit Health Private Limited

During the year under review, the Company through its wholly owned subsidiary Docprime Technologies Private Limited ("Docprime") has acquired 2,60,783 equity shares of Rs. 10/- each of Visit Health Private Limited ("VHPL") constituting 30.46% stake of VHPL at a consideration of Rs. 195.08 million. Further, Docprime has also subscribed to 1,44,511 Compulsory Convertible Debentures of Rs. 748/-each at a consideration of Rs. 108.10 Million.

Docprime has invested an aggregate amount of Rs. 303.17 million for a stake of 41.50% on a fully diluted basis. Upon said investment, VHPL has become an indirect associate of the company.

VHPL offers an integrated health-tech platform to corporates for employee health benefits management and is engaged in connecting certified doctors, counsellors and coaches to individuals through its web and mobile

applications. It provides access to health care services by disseminating healthcare information and data to its Consumers through the website, mobile application and arranges for the provision of health care services to its users.

d. Visit Internet Services Private Limited

During the year under review, the Company through its wholly owned subsidiary Docprime Technologies Private Limited ("Docprime") has acquired, 450,000 equity shares of Rs. 10/- each and 82,759 preference shares of Rs. 10/- each of Visit Internet Services Private Limited ("VISPL") constituting 100% stake of VISPL on a fully diluted basis at an aggregate consideration of Rs. 224.10 Million. Upon said investment the company has become indirect wholly owned subsidiary of PB Fintech Limited.

VISPL is engaged in the business of (i) providing integrated internet based healthcare, medical and other related services in India and abroad and to provide internet based technologies infrastructure to doctors and other healthcare providers (ii) to develop and provide on-demand telehealth care services through web and mobile applications, by connecting healthcare providers and help seekers through the use of technology and to provide technological infrastructure to doctors and other healthcare providers for providing integrated and internet based healthcare, medical and other related services in India and abroad.

INVESTMENTS

In addition to the subsidiaries and associate companies, your company has also invested in external entity which is managed by different entrepreneurs with their own management team. During the year under review the company has invested an amount of 100.01 million in the Initial Public Offering (IPO) of Star Health and Allied Insurance Company Limited. The Company was allotted 1,11,120 Equity Shares of Rs.900/- each in the IPO.

ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

The Articles of Association of the company were altered vide special resolution passed at the Extraordinary General Meeting of the company on July 05, 2021 to insert Clause 113A in Part A and Clause 12 in Part B.

IMPACT OF COVID-19

The spread of COVID-19 has severely impacted businesses around the globe. In many countries, including India, there has been severe disruption to regular business operations due to lock-downs, disruptions in transportation, supply chain, travel bans, quarantines, social distancing and other emergency measures.

The management has assessed the impact of COVID-19 pandemic on the financial statements, business operations, liquidity position, cash flow and has

concluded that no material adjustments are required in the carrying amount of assets and liabilities as at March 31, 2022. In view of highly uncertain economic environment, a definitive assessment of the impact on the subsequent periods is highly dependent upon circumstances as they evolve. The Company will continue to monitor any material changes to future economic conditions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2022, the Board of Directors of your Company comprised of nine Directors, viz., two Executive Directors, two Non-Executive Non Independent Directors 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 / reappointments during and after the financial year under review is given below:

b. Induction, Re-appointment and Resignation

During the period under review, Mr. Yashish Dahiya (DIN:00706336) was re-designated as Chairman, Executive Director and Chief Executive Officer (CEO) of the company with effect from July 05, 2021. Post conversion of the Company in to Public Limited, the terms of appointment including remuneration of Mr. Alok Bansal (DIN:01653526) as Whole Time Director and Chief Financial Officer of the Company w.e.f. June 28, 2021 and his term for appointment as Whole Time Director was extended for further period of five years and remuneration was modified for the period of three years w.e.f. from June 28, 2021 as approved by the shareholders of the Company in the Extraordinary General Meeting held on July 5, 2021.

Ms. Veena Vikas Mankar (DIN: 00004168), Mr. Nilesh Bhaskar Sathe (DIN: 02372576), Mr. Gopalan Srinivasan (DIN: 01876234) Ms. Lilian Jessie Paul (DIN: 02864506) and Mr. Kaushik Dutta (DIN: 03328890) were appointed as Non-Executive Independent Directors of the company, not liable to retire by rotation and to hold office for a term of five consecutive years, at the Extraordinary General Meeting held on June 19, 2021.

Mr. Anil Kumar Choudhary (DIN: 06940578) NonExecutive Non Independent Director ceased to be the director of the company with effect from June 10, 2021.

Mr. Atul Gupta (DIN: 06940578) and Mr. Parag Dhol (DIN: 02641114), Non-Executive Non Independent Directors and Mr. Daniel Joram Brody (DIN: 08605989) and Mr. Mohit Naresh Bhandari (DIN: 02528942), Non-Executive Nominee Directors ceased to be the directors of the Company with effect from June 18, 2021.

Mr. Munish Ravinder Varma (DIN: 02442753) Non Executive Non-Independent Director ceased to be a director of the Company with effect from March 14, 2022.

Further, after the year under review, Mr. Alok Bansal, Whole Time Director has been elevated as Executive Vice Chairman of the Company and discontinued as Chief Financial Officer of the Company effective from May 02, 2022. Mr. Mandeep Mehta has been appoi nted as Chief Financi al Officer of the company effective from May 02, 2022.

c. Directors liable to retire by rotation

Association of the Company, Mr. Yashish Dahiya (DIN: 00706336) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

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, the Board hereby confirms that 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.

MEETING OF BOARD OF DIRECTORS & BOARD COMMITTEES

The Board met Nineteen (19) times during the year under review on April 15, 2021, May 21, 2021, June 03, 2021, June 18, 2021, June 28, 2021, July 26, 2021, August 10, 2021, August 13, 2021, September 10, 2021, September 23, 2021, October 19, 2021, October 25, 2021, November 08, 2021, November 11, 2021, November 30, 2021, December 13, 2021, December 29, 2021, February 07, 2022 and March 23, 2022. The details of attendance and composition of Board of Directors and its Committees, meetings 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 and Audit Committee meetings were within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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/Policy-on-Familiarization-Programme-for-Independent-Directors.pdf.

BOARD EVALUATION

The Annual Performance Evaluation of the Board, its Committees, the Chairperson of the Board and the

individual Directors was undertaken by the Board of Directors / Independent Directors in terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Information on the manner in which a formal annual evaluation 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''

STATUTORY AUDITORS AND AUDITORS'' REPORT

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. Price Waterhouse Chartered Accountants LLP having Firm Registration No: 012754N/ N500016, were re-appointed as statutory auditors of the Company to hold office for a period of five years from the conclusion of the tenth Annual General Meeting (AGM) held on September 29, 2018 till the conclusion of the 15th AGM of the Company to be held in the year 2023.

The Notes on the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks in the Auditor''s Report for the financial year ended March 31, 2022 and during the year, the Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR & ITS REPORT

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 2021-22. The Secretarial Audit Report for the year 2021-22 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 2021-22. These reports do not contain any qualification, reservation or adverse remark or disclaimer.

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 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.

MAINTAINANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, and accordingly, such cost accounts and records are not maintained by the Company.

DEPOSITS

Your Company has not accepted any public deposits during the year under review within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 Company has appointed KPMG Assurance and Consulting Services LLP as an Internal Auditor. 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.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of SEBI Listing Regulations, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalisation (calculated as on 31 March of every financial year) shall include a Business Responsibility Report (BRR) describing the initiatives taken by them from an environment, social and governance perspective. The Company got listed on Stock Exchange(s) during the FY 2021-22. In compliance with the said regulation, the Company has prepared a BRR for FY 2021-22 which describes the initiatives taken by the Company from an environmental, social and governance perspective and the same forms part of this Annual Report.

DIRECTORS & OFFICERS INSURANCE (''D & O'')

Pursuant to SEBI Listing Regulations, the Company has taken Directors & Officers insurance (''D & O'') from IFFCO TOKIO General Insurance Company Limited.

INVESTOR RELATIONS

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). As a 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.

LISTING

During the year under review, the equity shares got listed on the National Stock Exchange of India Ltd. ("NSE") and BSE Limited ("BSE"). The Company has paid annual listing fees for the FY 2021-22 and also for F.Y 2022-23 to NSE and BSE within prescribed timelines. The Company has also paid the Annual Custody Fees to National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL'') for the period under review.

CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has implemented several best corporate governance practices.

CERTIFICATE ON CORPORATE GOVERNANCE

WEBLINK OF ANNUAL RETURN

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 for FY 2021-22 will be available at the official website of the Company https://www.pbfintech.in/investor-relations/.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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 & 29 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.

The Policy on Related Party Transaction and its materiality as approved by the board is available on the Company''s website under the web link https:// www. pbfintech.in/pdf/Policy-on-Related-Party-transactions-and-its-Materiality.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Particulars of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 as at the end of the Financial Year 2021-22 are provided in the standalone financial statements. All the loans, guarantees and investments made are in compliance with the provisions of the Companies Act, 2013 and rules thereunder.

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015, (amended from time to time) your Company has adopted the code of conduct to

regulate, monitor & report insider trading activities and Code of practice and procedure for fair disclosure of unpublished price sensitive information. 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.pbfintech.in/pdf/PB-Fintech-Code-of-practices-for-fair-disclosure-UPSI.pdf

DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, 2015 the Board of Directors on the recommendation of Nomination and Remuneration Committee has adopted a policy on Nomination and Remuneration in its meeting held on June 28 2021, which is accessible 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.

RISK MANAGEMENT POLICY

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.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Policy at its meeting held on July 26, 2021 to protect genuine Whistle-blowers from any unfair treatment. The Whistle Blower Policy has been uploaded on Company''s website and can be accessed at https://www.pbfintech. in/pdf/whistle-blower-policy-pbfintech.pdf. The details of same has been provided in the Corporate Governance Report forming part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company has approved the Dividend Distribution Policy in accordance with the Regulation 43A of SEBI Listing Regulations at its meeting held on July 26, 2021. The objective of this policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend. The Policy is available at the website of the Company i.e. https://www.pbfintech.in/ pdf/Dividend-Distribution-Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

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, the Company has amended/ updated the CSR Policy of the Company and posted on its website which may 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 and the activities undertaken during the year under review is enclosed as Annexure II to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

During the year under review, your Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") in consultation with the Central Government which are mandatory to be complied with the Company.

PARTICULARS OF EMPLOYEES

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

Particulars	Numbers
Number of complaints pending as on the beginning of the financial year	NIL
Number of complaints filed during the financial year	NIL
Number of complaints pending as on the end of the financial year	NIL

EMPLOYEE STOCK OPTION PLAN

Our ESOP schemes help us to share wealth with our employees and are part of a retention-oriented compensation program. They help us to meet the dual objective of motivating key employees and retention while aligning their long-term career goals with that of the Company.

Our Company has three ESOP schemes, namely, PB Fintech Employees Stock Option Plan, 2014 ("ESOP 2014"), PB Fintech Employees Stock Option Plan, 2020 ("ESOP 2020") and PB Fintech Employees Stock Option Plan, 2021 ("ESOP 2021"). Further, with an objective to implement the ESOP Schemes, our Company has formed the Etechaces Employees Stock Option Plan Trust (the "ESOP Trust") pursuant to a deed of trust, amended time to time, to hold or possess Equity Shares and subsequently allot or transfer them to employees in accordance with the terms of the ESOP Schemes, as applicable. ESOP schemes can be viewed at the website of the company at https://www.pbfintech.in/investor-relations/.

ESOP 2014

ESOP 2014 was originally formulated and approved by the Board on March 17, 2014 and further amended by way

of resolution by the Board on July 14, 2015 and approved by the shareholders on August 7 2015 and subsequently amended by the Board on August 13, 2021 and approved by the shareholders on September 17 2021 in conformity with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). Under ESOP 2014, an aggregate of 44,005,000 options have been granted, and an aggregate of 38,947500 options have been vested and 38,789,000 options have been exercised during the period under review.

Further, shareholders of the Company vide special resolution dated July 05, 2021, had approved for "no further grants under ESOP 2014 and the transfer of outstanding/unissued options lying in the ESOP 2014 to be transferred to ESOP 2020." Post approval from the shareholders the outstanding and unissued options lying in pool of ESOP 2014 were transferred to ESOP 2020. No options were granted during the financial year 2021-22 from ESOP 2014.

ESOP 2020

ESOP 2020 was originally formulated and approved by the Board of Directors on October 30, 2020 and the shareholders of the Company on November 24, 2020 and further amended by the Board on June 28, 2021 and approved by the shareholders of the Company on July 05, 2021 and subsequently amended by the Board on August 13, 2021 and approved by the shareholders on September 17 2021 in conformity with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). It is further ratified by the shareholders post listing through Postal ballot on March 11, 2022.

Under ESOP 2020, an aggregate of 20,050,000 options have been granted to the Founders and to eligible employees, with each option being exercisable to receive one Equity Share.

ESOP - 2021

ESOP -2021 was originally formulated and approved by the Board on July 26, 2021 and approved by the shareholders of the Company on September 17, 2021 in conformity with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations").

Under ESOP 2021, the aggregate pool of options available for grant is 2,05,61,725 Options of which 10,280,863 options have been granted to the Founders and the remaining 1,02,80,862 options are allocated for other eligible employees, with each option being exercisable to receive one Equity Share.

Further, out of the said aggregate options as above, 1,60,80,256 options have been granted to the Founders and Eligible Employees on October 05, 2021 and ratified by the shareholders post listing of the Company through Postal Ballot on March 11, 2022.

The disclosure of aforesaid ESOP Plans as required under Regulation 14 read with Part F of Schedule I of SEBI SBEB & SE Regulations is available on the website of the Company at https://www.pbfintech.in/investor-relations/.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

(A) Conservation of energy:

i. Steps taken / impact on conservation of energy;

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. Some of the measures undertaken by the Company on a continuous basis, including during the year under review, are listed below:

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

b. Use of LED Lights at office spaces.

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

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''s

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

(B) Technology absorption:

This allows the Company to serve its users in innovated 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 72,042,434/- (Rupees Seven Crores Twenty Lakhs Forty-Two Thousand Four hundred and Thirty-Four Only).

DIRECTORS'' RESPONSIBILITY STATEMENT

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 judgements 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, 2022 and of the profit/(loss) of the Company for that year;

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.

ACKNOWLEDGEMENT

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