Notes to Accounts of PB Fintech Ltd.

Mar 31, 2025

r. Provisions and contingencies

A provision is recognized when the Company has a present
legal or constructive obligation as a result of past event and
it is probable that an outflow of resources will be required to
settle the obligation, in respect of which a reliable estimate
can be made. Provisions are measured at the present value
of management''s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period.
The discount rate used to determine the present value is a pre¬
tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The increase
in the provision due to the passage of time is recognised as
interest expense. These are reviewed at each balance sheet
date and adjusted to reflect the current best estimates.
Contingent liabilities and contingent assets
Contingent liabilities are disclosed when there is a possible
obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly within
the control of the Company or a present obligation that
arises from past events where it is either not probable
that an outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made. Contingent
assets are not recognised in financial statements since this
may result in the recognition of income that may never be
realised. However, when the realisation of income is virtually
certain, then the related asset is not a contingent asset and
its recognition is appropriate. A contingent asset is disclosed,
where an inflow of economic benefits is probable. However,
contingent assets are assessed continually and if it is
virtually certain that an inflow of economic benefits will arise,
the asset and related income are recognised in the period in
which the change occurs.

s. Financial Instruments

A financial instrument is any contract that gives rise to a
financial asset of one entity and a financial liability or equity
instrument of another entity.

Financial Assets
Classification:

The Company classifies its financial assets in the following
measurement categories

• those to be measured subsequently at fair value (either
through other comprehensive income or through profit
and loss), and

• those measured at amortised cost.

The classification depends on the Company''s business model
for managing the financial assets and the contractual terms
of the cash flows.

Initial Recognition:

At initial recognition, the Company measures a financial asset
at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value
through profit or loss are expensed in the statement of profit
and loss.

Subsequent measurement:

After initial measurement, financial assets classified at
amortised cost are subsequently measured at amortised cost
using the effective interest rate (EIR) method. Amortised cost
is calculated by taking into account any discount or premium
on acquisition and fees or costs that are an integral part of
the EIR. The EIR amortisation is included in finance income in
the statement of profit and loss .

Financial assets at fair value through other comprehensive
income are carried at fair value at each reporting date. Fair
value changes are recognized in the other comprehensive
income (OCI). However, the company recognizes interest
income, impairment losses and reversals and foreign
exchange gain or loss in the statement of profit and loss.
On derecognition of the financial asset other than equity
instruments, cumulative gain or loss previously recognised
in OCI is reclassified to the statement of profit and loss.

Any financial asset that does not meet the criteria for
classification as at amortised cost or as financial assets at fair
value through other comprehensive income, is classified as
financial assets at fair value through profit or loss. Financial
assets at fair value through profit or loss are fair valued at
each reporting date with all the changes recognized in the
statement of profit and loss.

Equity investments

All equity investments in scope of Ind AS 109 are measured at
fair value. The Company may make an irrevocable election to
present in other comprehensive income subsequent changes
in the fair value. The Company makes such election on an
instrument-by instrument basis. The classification is made on
initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as
at FVTOCI, then all fair value changes on the instrument,

excluding dividends, are recognized in the OCI. There is no
recycling of the amounts from OCI to the statement of profit
and loss, even on sale of investment. However, the Company
may transfer the cumulative gain or loss within other equity.
Equity instruments included within the FVTPL category are
measured at fair value with all changes recognized in the
statement of profit and loss.

Equity investments in subsidiaries and associates are
measured at cost. The investments are reviewed at each
reporting date to determine whether there is any indication
of impairment considering the provisions of Ind AS 36
''Impairment of Assets''. If any such indication exists, policy for
impairment of non-financial assets is followed.

Impairment of financial assets

The Company assesses on a forward looking basis the
expected credit losses associated with its assets carried at
amortised cost and FVOCI debt instruments. The impairment
methodology applied depends on whether there has been a
significant increase in credit risk. The presumption under Ind
AS 109 with reference to significant increases in credit risk
since initial recognition (when financial assets are more than
30 days past due), has been rebutted.

For trade receivables only, the group applies the simplified
approach permitted wherein an amount equal to lifetime
expected credit losses is measured and recognised as loss
allowance.

De-recognition of financial assets

A financial asset is derecognized only when

• The Company has transferred the rights to receive cash
flows from the financial asset or

• retains the contractual rights to receive the cash flows of
the financial asset, but assumes a contractual obligation
to pay the cash flows to one or more recipients.

Where the Company has transferred an asset, the Company
evaluates whether it has transferred substantially all risks
and rewards of ownership of the financial asset. In such cases,
the financial asset is derecognised. Where the Company
has not transferred substantially all risks and rewards of
ownership of the financial asset, the financial asset is not
derecognised.

Where the Company has neither transferred a financial asset
nor retains substantially all risks and rewards of ownership
of the financial asset, the financial asset is derecognised if
the Company has not retained control of the financial asset.
Where the Company retains control of the financial asset, the
asset is continued to be recognised to the extent of continuing
involvement in the financial asset.

Income recognition
Interest income

Interest income from financial assets at fair value through
profit or loss and other comprehensive income is recognised
in the statement of profit and loss as part of other income.

Interest income on financial assets at amortised cost is
calculated using the effective interest method is recognised
in the statement of profit and loss as part of other income.

Interest income is calculated by applying the effective
interest rate to the gross carrying amount of a financial asset
except for financial assets that subsequently become credit-
impaired. For credit-impaired financial assets the effective
interest rate is applied to the net carrying amount of the
financial asset (after deduction of the loss allowance).

t. Financial liabilities and equity instruments
Initial recognition and measurement

Financial liabilities are recognised initially at fair value minus
transaction costs that are directly attributable to the issue
of financial liabilities. Financial liabilities are classified as
subsequently measured at amortised cost. Any difference
between the proceeds (net of transaction costs) and the
redemption amount is recognised in the Statement of Profit
and Loss over the period of the borrowings using the effective
rate of interest.

Subsequent measurement

After initial recognition, financial liabilities are subsequently
measured at amortised cost using the EIR method. Gains and
losses are recognised in the Statement of Profit and Loss
when the liabilities are derecognised as well as through the
EIR amortisation process.

Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included
as finance costs in the statement of profit and loss.
De-recognition of financial liabilities

A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in
the statement of profit and loss.

Equity instruments

An equity instrument is any contract that evidences a residual
interest in the assets of any entity after deducting all of its
liabilities. Equity instruments issued by the Company are
recognised at the proceeds received, net of direct issue costs.

u. Offsetting Financial Instruments

Financial assets and financial liabilities are offset and the
net amount is reported in the balance sheet where there is
a legally enforceable right to offset the recognised amounts
and there is an intention to settle on a net basis or realize
the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events
and must be enforceable in the normal course of business
and in the event of default, insolvency.

v. Segment Information

Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision
maker. refer note 37

w. Exceptional items

Exceptional items include income or expense that are
considered to be part of ordinary activities, however are of
such significance and nature that separate disclosure enables
the user of the financial statements to understand the impact
in a more meaningful manner.

x. Contributed equity

The transaction costs of an equity transaction are accounted
for as a deduction from equity (net of any related income
tax benefit) to the extent they are incremental costs directly
attributable to the equity transaction that otherwise would
have been avoided.

The transaction costs incurred with respect to the Initial
Public Offer (IPO) of the Company as reduced by the amount
recovered from the selling shareholders are allocated
between issue of new equity shares and listing of existing
equity shares. The costs attributable to issuance of new
equity shares is recognised in equity. The remaining costs
attributable to listing of existing equity shares is recognised
in the statement of profit and loss.

y. Rounding of amounts

All amounts disclosed in the financial statements and notes
have been rounded off to the nearest lakhs as per the
requirement of Schedule III (Division II), unless otherwise
stated. An amount of '' (0) represents amount less than 0 but
more than negative '' 50,000 and '' 0 represents amount more
than '' 0 but less than '' 50,000.

Note 3: Critical estimates and judgements

The preparation of financial statements requires the use of
accounting estimates which, by definition, will seldom equal the
actual results. Management also needs to exercise judgement in
applying the Company''s accounting policies.

This note provides an overview of the areas that involved a higher
degree of judgement or complexity, and of items which are more
likely to be materially adjusted due to estimates and assumptions
turning out to be different than those originally assessed. Detailed
information about each of these estimates and judgements is
included in relevant notes together with information about the
basis of calculation for each affected line item in the financial
statements.

Critical estimates and judgements:

The areas involving critical estimates or judgements are:

• Estimated useful life of tangible assets - Management
reviews its estimate of the useful lives of property, plant and
equipment at each reporting date, based on the expected
utility of the assets. Uncertainties in these estimates relate
to technical and economy obsolescence that may change the

utility of property, plant and equipment. Reasonable changes
in assumptions are not expected to have a significant impact
on the amounts as at the balance sheet date.

• Estimation of defined benefits obligation - refer note 11

• Recognition of deferred tax assets for carried forward tax
losses- refer note 23(b)

• Right-of-use assets and lease liability - refer note 4(b)

• Contingent liabilities - refer note 25(i)

• Share based payments - refer note 26

• Impairment on non-current investments [subsidiaries- refer
note 2(g)]

• Impairment of trade receivable and financial assets- refer
note 31

Estimates and judgements are continually evaluated. They are
based on historical experience and other factors, including
expectations of future events that may have a financial impact on
the Company and that are believed to be reasonable under the
circumstances.

(iii) The total cash outflow for leases for the year ended March 31,2025 was '' 406 Lakhs (March 31,2024 - '' 383 Lakhs)

(iv) Extension and termination options:-

Extension and termination options are included in a number of leases. These are used to maximize operational flexibility in terms
of managing the assets used in operations. The extension and termination options held are exercisable by both the Company and
the respective lessor.

(v) Critical judgments in determining the lease term:-

I n determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an
extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in
the lease term if the lease is reasonably certain to be extended (or not terminated).

Eor leases of office premises, the following factors are normally the most relevant:

a) I f there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not
terminate).

b) I f any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain
to extend (or not terminate).

c) Etherwise, the Company considers other factors including historical lease durations and the costs and business disruption
required to replace the leased asset.

IE ost extension options in office leases have been included in the lease liability, because the Company could not replace the assets
without significant cost or business disruption.

T he lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise
(or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in
circumstances occurs, which affects this assessment, and that is within the control of the lessee.

(i) Compensated absences

The leave obligations cover the Company''s liability for earned leaves. The Company''s liability is actuarially determined (using the
Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Standalone Statement of Profit and
Loss in the year in which they arise.

The amount of the provision of '' 212 Lakhs (March 31,2024 - '' 234 Lakhs) is presented as current, since the Company does not have an
unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all
employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave
that is not expected to be taken or paid within the next 12 months.

(ii) Defined contribution plans

a) Provident Fund

The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund for employees
at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by
the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any
constructive obligation. The expense recognised during the year ended March 31,2025 towards defined contribution plan is '' 35 Lakhs
(March 31,2024 - '' 38 Lakhs). [refer note 16]

b) Employee State Insurance

The Company has a defined contribution plan in respect of employee state insurance. The expense recognised during the year ended
March 31,2025 towards defined contribution plan is '' Nil (March 31,2024 - '' 0 Lakhs). [refer note 16]

(iii) Post employment benefits plan obligations- Gratuity

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous
service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees
last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The
gratuity plan is a funded plan and the Company makes contribution to recognised funds in India. The Company does not fully fund
the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity
payments.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this
is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefits
obligation to significant actuarial assumptions the same method (present value of the defined benefits obligation calculated with the
projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefits liability
recognised in the balance sheet. Assumptions other than discount rate and salary growth rate are not material for the Company.

e) The major categories of plans assets are as follows:

Funds Managed by Insurer* - 100%

*The Funds are managed by Life Insurance Corporation (LIC) of India and Kotak Mahindra Life Insurance Company Limited. They do not provide
breakup of plan assets by investment type.

f) Risk exposure

Through its defined benefits plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility:

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this
will create a deficit. The gratuity fund is administered through LIC and Kotak Mahindra Life Insurance Company Limited under its group
gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate
risk which is managed by the insurer.

During the year ended March 31,2025, the Docprime Technologies Private Limited (“DTPL”), a wholly owned subsidiary of the Company
divested 293,210 equity shares of Visit Health Private Limited (“VHPL”) for Rs. 7,600 lakhs. This transaction resulted in a gain of Rs. 5,431
lakhs. DTPL continue to retain and hold 122,083 equity shares aggregating to 8.66% on a fully diluted basis in VHPL. As a result of this
divestment, VHPL has ceased to be an associate company and has been reclassified as financial investment, which shall be fair valued at
each reporting date in accordance with Ind AS I 09, resulting in the recognition of a fair value gain of Rs. 2,262 lakhs.

Further DTPL also divested entire (1.00%) shareholding constituting 450,000 equity shares of Rs. 10 each and 82,759 Compulsorily
Convertible Preference Shares (“CCPS”) of Rs. 10 each of Visit Internet Services Private Limited (“VISPL”) for Rs. 200 lakhs. This
transaction resulted in a loss of Rs. 2,035 lakhs. Post the recognition of the gain on the divestment of the stake in VHPL and loss on
divestment of the stake in VISPL, the previously recorded impairment loss of Rs. 2,989 lakhs on account of diminution in value of
investment in DTPL has been reversed. This reversal is in line with Ind AS, reflecting that the recoverable value of investment in DTPL
now exceeds its carrying amount, thereby ensuring accurate financial reporting and the improved financial position.

The Company has assessed the recoverable amount of its investments in subsidiaries based on their value in use, taking into account
past business performance, prevailing business conditions, future business potential, and the strategic plans of the respective investee
companies. Accordingly, the Company has performed an impairment assessment of its investments in Icall Support Services Private
Limited and Myloancare Ventures Private Limited as of March 31,2025, based on its share in the net assets of the respective investee
companies. Considering the net asset positions of Icall Support Services Private Limited and Myloancare Ventures Private Limited as of
March 31,2025, a provision for impairment of ''1,116 lakhs has been reversed for Icall Support Services Private Limited (March 31,2024:
'' Nil), and a provision for impairment of ''2,667 lakhs (March 31,2024: '' Nil) has been recorded for Myloancare Ventures Private Limited
in the financial statements.

Significant estimate: investments in subsidiaries

The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is an indication
for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectation of
future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

Note: The Company has accumulated business losses of '' 37,807 Lakhs (March 31, 2024 - '' 43,076 Lakhs) as per the provisions of
the Income Tax Act, 1961. Above unabsorbed business losses are available for offset for maximum period of eight years from the
incurrence of loss.

As at the year ended March 31, 2025 and March 31, 2024, the Company is having net deferred tax assets comprising of deductible
temporary differences, and brought forward losses under tax laws. However, in the absence of reasonable certainty as to realisation of
deferred tax assets (DTA), DTA has not been recognised.

Note 24 : Dues to micro and small enterprises

According to the information available with the management, on the basis of intimation received from suppliers, regarding their status
under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), the Company has amounts due to Micro and Small
Enterprises under the said Act as follows:

* As at March 31,2024, the Company had disclosed a contingent liability of ''8,922 Lakhs in respect of a income tax matter pending before
various appellate authorities relating to the addition of share premium received by the company against the issue of share capital
for Assessment Year 2016-17. During the current financial year, the matter was decided in favour of the Company by the Income Tax
Appellate Tribunal (ITAT), and accordingly, no tax outflow is expected. As a result, the previously disclosed contingent liability has been
withdrawn.

The model inputs for options granted during the year ended March 31,2025 included:

a) options are granted at a price of 10% discount to the volume weighted average price of last 3 months immediately proceeding working
day of the date of grant of options and vest upon completion of service for a period 1-5 years. (face value and vest upon completion of
service for a period 1-5 years.) Vested options are exercisable till March 31,2030.

b) grant 21-exercise price: '' 1447.58 & Grant 22-exercise price: '' 1557.52 (March 31,2024: exercise price: '' 2)

c) grant date: Grant 21: October 01,2024 & Grant 22: December 04, 2024 (March 31,2024: July 31,2023)

d) expiry date: March 31,2030 (March 31,2024: March 31,2030)

e) expected price volatility of the company''s shares: 30.32% to 34.10% (March 31,2024: 50.06%)

f) expected dividend yield: 0% (March 31,2024: 0%)

g) risk-free interest rate: 6.68% to 6.72% (March 31,2024: 6.73% to 6.84%).

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected
changes to future volatility due to publicly available information.

(b) Expense arising from share based payment transaction:

Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were as
follows:

Note 1: During the current financial year, incorporated a wholly-owned subsidiary named “PB Pay Private Limited” vide Certificate of
Incorporation issued by Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs dated April 09, 2024, to carry on
the business of payment aggregator, payment gateway services, payment facilitation activities by handling offline and a digital payment
acceptance infrastructure.

Note 2: During the current financial year, incorporated a wholly owned subsidiary named “PB Healthcare Services Private Limited” vide
Certificate of Incorporation issued by Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs dated January 01,
2025, to carry on the business of healthcare services.

Note 3: During the current financial year, the Docprime Technologies Private Limited (“wholly owned subsidiary) divested entire (100%)
shareholding constituting 4,50,000 equity shares of '' 10 each and 82,759 Compulsorily Convertible Preference Shares (“CCPS”) of '' 10
each of Visit Internet Services Private Limited.

Note 4: During the current financial year, the Docprime Technologies Private Limited (“wholly owned subsidary”) divested 293,210 out of
total 4,15,293 and continue to retain 1,22,083 equity shares of '' 10 each of Visit Health Private Limited. As a result of this divestment, Visit
Health Private Limited has ceased to be an associate company and has been reclassified as financial assets investment.

Note 1: The brand names “Policybazaar”, “Policybazaar.com”, “Paisabazaar” and “Paisabazaar.com” are owned by the PB Fintech Limited
(“the Holding Company”). Therefore, the Holding Company had entered into an agreement with the Policybazaar Insurance
Brokers Private Limited and Paisabazaar Marketing and Consulting Private Limited (“Subsidiary companies”) for an IPR fees @
5% of the revenue of the subsidiary companies w.e.f. April 01,2018. However, the above IPR fee rate has been revised to 3% with
effect from April 01,2023 and impact of the same is considered in these financial statements. This fee is paid by the subsidiary
companies due to the benefits accruing to the subsidiary companies as a result of using the brand names which have provided
significant impetus to the growth of the subsidiary companies over the years, rather than only enhancing the visibility of the brand
name owned by the Holding Company.

Further, the operations of the subsidiary company i.e. PB Fintech FZ LLC have been considerably scaled up and have reached a
reasonable size, such that benefits of using the brand names, are now providing impetus to the growth of the subsidiary company,
rather than only enhancing the visibility of the brand name owned by the Company. Hence, the Company has entered into an
agreement with the PB Fintech FZ LLC for an IPR fees @ 3% of its revenue from operations w.e.f April 01,2023.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in the active market for identical
assets that the entity can access at the measurement date. Mutual funds that have price quoted by the respective mutual fund houses and
are valued using the closing Net asset value (NAV).

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is
determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. For example,
unlisted equity securities, etc.

There are no transfers between levels 1 and 2 during the year.

The company''s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

c) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1.

d) Fair value of financial assets and liabilities measured at amortised cost

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company''s receivables from customer
Trade receivables related credit risk

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management
also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry. A default on a
financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default
is determined by considering the business environment in which Company operates and other macro-economic factors.

Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence and
goodwill. Outstanding customer receivables are regularly monitored by the management.

The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other
receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables
and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual
basis for major parties. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with
respect to trade receivables as low.

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks
with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low.
Impairment on these items are measured on the 12-month expected credit loss basis.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible,
that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company''s reputation.

The company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds. Management monitors
rolling forecasts of the company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.

Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying
balances as the impact of discounting is not significant.

(c) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

Price risk: The Company''s exposure to securities price risk arises from investments held in mutual funds and classified in the balance
sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio.
Quotes/NAV of these investments are available from the mutual fund houses.

Profit/losses for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

Interest rate risk: The Company does not have any exposure to any floating-interest bearing assets, or any significant long term fixed
bearing interest assets, its interest income and related cash inflows are not affected by changes in market interest rates, further there is
no borrowing taken by the company hence there is no exposure to interest rate risk.

Currency risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate beacuse of changes in
foreign exchange rates. There is no outstanding forward contract and unhedged foreign currency exposure at the year end.

B) Capital management

The Company objectives when managing capital is to safeguard its ability to continue as a going concern, so that Company can continue to
provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated
profits/losses. As at March 31, 2025 and March 31, 2024 the Company has no debt and the funding requirements are met through
operating cash flows generated and equity.

Note 32 : Corporate social responsibility expenditure

As per Section 135 of the Companies Act 2013, read with guidelines issued by DPE, the company is required to spend in every financial
year atleast two percent of the average net profits of the company made during the three immediately preceding financial years in
accordance with its CSR policy.

Notes:

1. Net Profit = Profit for the year

2. Average Shareholder''s equity = Average of opening and closing Equity share capital Reserves and surplus Instruments entirely
equity in nature

3. Total Purchases = Advertising and promotion expenses Network and internet expenses Other expenses - Loss allowance on
trade receivables, loans and other financial assets - Bad debts - Loss on sale of property, plant and equipment - Property, plant
and equipment written off - Vendor advances written off - Net loss: foreign exchange differences - Interest on unwinding of security
deposits

4. Working Capital = Current assets - Current liabilities

5. Earning before interest and tax = Profit before tax Finance Cost

6. Capital Employed = Total equity - intangible assets

7. Earning on Investment = Interest income on bank deposits Interest income on corporate bonds Net fair value gains on financial
assets Net gain on sale on financial assets

8. Average Investment = Average of opening and closing investment in Fixed deposits, corporate bonds and other financial assets
(mutual funds)

Note 34 : Utilisation of the IPO proceeds

The Company, in the financial year ended March 31, 2022, completed the Initial Public Offering (IPO) of 58,262,397 equity shares of face
value of '' 2 each for cash at a price of '' 980 per equity share aggregating to '' 570,971 lakhs comprising a fresh issue of 38,265,306 equity
shares aggregating to '' 375,000 lakhs and on offer for sale of 19,997,091 equity shares aggregating to '' 195,971 lakhs. Pursuant to the
IPO, the equity shares of the Company got listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on November 15,
2021. Out of the proceeds of offer for sale, '' 174,181 lakhs (net of selling shareholders share of IPO related expenses and applicable taxes)
was remitted to selling shareholders.

* On finalization of offer expenses, the amount proposed to be utilized for General Corporate purposes was revised to '' 76,269 lakhs as
compared to original amount of ''76,309 lakhs.

** During the year, the Company reallocated unutilised IPO proceeds aggregating to ''42,352 lakhs to the IPO offer object “New Opportunities
to Expand Growth Initiatives to Increase our consumer base including offline presence,” thereby increasing its allocation from ''37,500
lakhs to ''79,852 lakhs. This reallocation comprised ''17,352 lakhs transferred from the offer object “Funding strategic investments and
acquisitions,” reducing its allocation from ''60,000 lakhs to ''42,648 lakhs, and ''25,000 lakhs transferred from “Expanding our presence
outside india,” reducing its allocation from ''37,500 lakhs to ''12,500 lakhs.

# The unutilized amount of net IPO proceeds as at March 31,2025 and as at March 31,2024 were invested in fixed deposits and other bank
accounts maintained with scheduled commercial banks.

Note 35 :

A) Additional regulatory information required by Schedule III

(i) Details of Benami Property held

During the current financial year, no proceedings have been initiated on or are pending against the Company for holding benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder. However, during the previous financial
year, company has received summon under the Prohibition of Benami Property Transactions Act, 1988 requisiting certain information
about the customers of the company. The company has duly furnished all the documents and information on February 09, 2024. No further
communication received from the department since its last submission.

(ii) Borrowing secured against current assets

The Company has no borrowings from any banks or financial institutions during the current or previous financial year.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) Relationship with struck off companies

The Company has no balances outstanding/ transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of the Companies Act, 1956 as at and for the year ended March 31,2025 and March 31,2024.

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(vi) Compliance with approved scheme(s) of arrangements

The Company has in its board meeting held on April 26, 2022 approved Amalgamation of Makesense Technologies Limited with the
Company pursuant to section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, arrangements and
amalgamations) rules, 2016. The Amalgamation application was filed with National Stock Exchange of India Limited and Bombay Stock
Exchange Limited on May 18, 2022. The National Stock Exchange of India Limited and BSE Limited issued no observation letters to the
Company on January 06, 2023.

The Joint Application before the Hon''ble National Company Law Tribunal (Hon''ble Tribunal), Chandigarh Bench, under the provisions of
Sections 230 to 232 of the Act was filed on May 03, 2023. As per order dated July 05, 2022 passed by Hon''ble Tribunal, meetings of Equity
Shareholders and Unsecured Creditors of the Company were held on September 02, 2023 to approve 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.

(vii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax
Act, 1961, that has not been recorded in the books of account.

(viii) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) Valuation of property plant and equipment, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the
current or previous year.

(x) The Company do not hold any immovable property (other than properties where the Company is the lessee and the lease agreements
are duly executed in favour of the lessee).

(xi) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as
defined under Companies Act 2013), either severally or jointly with any other person which are repayable on demand or without specifying
any terms of repayment except as stated below:

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing
legislation under sections 92-92F of the Income Tax Act, 1961. For this purpose, the Company has appointed an independent consultant for
conducting a Transfer Pricing study (the ''study'') for the Assessment Year 2025-26. In the unlikely event that any adjustment is required
consequent to completion of the study for the year ended March 31,2025, the same would be made in the subsequent year. However,
management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any
impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

An operating segment is the one whose operating results are regularly reviewed by the entity''s chief operating decision maker to make
decisions about resources to be allocated to the segment and assess its performance. The Company has identified its Chief Executive
Officer and Chief Financial Officer as its Chief operating decision maker (CODM). The Company''s business activities fall within a single
business segment as the Company is engaged in the business of rendering online marketing and information technology consulting
& support services largely for the financial services industry, including insurance. Based on nature of services rendered, the risk and
returns, internal organization and management structure and the internal performance reporting systems, the management considers
that the Company is organized basis a single segment of rendering a bundle of services to the financial services industry, including
insurance. The chief operating decision maker reviews the performance of business on an overall basis. As the Company has a single
reportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating segment is not applicable. Further, the
Company earns entire revenue within India only.

The revenues of '' 726 lakhs are derived from single individual external customers (March 31, 2024 - '' 773 lakhs derived from two
individual external customers).

Note 38 : Events occurring after the reporting period

a) F urther, subsequent to the year ended March 31, 2025, Company has invested '' 53,940 Lakhs in PB Healthcare Services Private
Limited (“PB Healthcare”), in accordance with the shareholder''s approval obtained through postal ballot. Following this investment,
along with investments from other external investors and the creation of an Employee Stock Option Plan (ESOP) pool, the Company''s
shareholding in PB Healthcare was diluted to 40.32%. Consequently, PB Healthcare has ceased to be a subsidiary of the Company.

b) Fhese financial statements were approved and adopted by Board of Directors of the Company in their meeting held on May 15, 2025.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration Number : 001076N/N500013 Yashish Dahiya Alok Bansal

Chairman and Chief Vice Chairman and

Executive Officer Whole Time Director

DIN: 00706336 DIN: 01653526

Place: Gurugram Place: Gurugram

Date: May 15, 2025 Date: May 15, 2025

Ankit Mehra Mandeep Mehta Bhasker Joshi

Partner Chief Financial Officer Company Secretary

Membership No. 507429 M. No. F8032

Place: Gurugram Place: Gurugram Place: Gurugram

Date: May 15, 2025 Date: May 15, 2025 Date: May 15, 2025

---

Mar 31, 2024

r. Provisions and contingencies

A provision is recognized when the Company has a present legal or constructive obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities and contingent assets Contingent liabilities are disclosed when there is a possible obligation arising from past events, the

existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent assets are not recognised in financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate. A contingent asset is disclosed, where an inflow of economic benefits is probable. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

s. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial Assets Classification:

The Company classifies its financial assets in the following measurement categories

• those to be measured subsequently at fair value (either through other comprehensive income or through profit and loss), and

• those measured at amortized cost.

The classification depends on the Company''s business model for managing the financial assets and the contractual terms of the cash flows.

Initial Recognition:

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Subsequent measurement:

After initial measurement, financial assets classified at amortised cost are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss.

Financial assets at fair value through other comprehensive income are carried at fair value at each reporting date. Fair value changes are recognized

in the other comprehensive income (OCI). However, the company recognizes interest income, impairment losses and reversals and foreign exchange gain or loss in the statement of profit and loss. On derecognition of the financial asset other than equity instruments, cumulative gain or loss previously recognised in OCI is reclassified to statement of profit and loss.

Any financial asset that does not meet the criteria for classification as at amortized cost or as financial assets at fair value through other comprehensive income, is classified as financial assets at fair value through profit or loss. Financial assets at fair value through profit or loss are fair valued at each reporting date with all the changes recognized in the statement of profit and loss.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. The Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to statement of profit or loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

Equity investments in subsidiaries and associates are measured at cost. The investments are reviewed at each reporting date to determine whether there is any indication of impairment considering the provisions of Ind AS 36 ''Impairment of Assets''. If any such indication exists, policy for impairment of non-financial assets is followed.

Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 31 details how the Company determines whether there has been a significant increase in credit risk.

For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

De-recognition of financial assets

A financial asset is derecognized only when

• The Company has transferred the rights to receive cash flows from the financial asset or

• retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the Company has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

Income recognition Interest income

Interest income from financial assets at fair value through profit or loss is disclosed as interest income within other income. Interest income on financial assets at amortised cost and financial assets at FVOCI is calculated using the effective interest method is recognised in the statement of profit and loss as part of other income.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit-impaired. For credit-impaired financial assets the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).

t. Financial liabilities and equity instruments Initial recognition and measurement

Financial liabilities are recognised initially at fair value minus transaction costs that are directly attributable to the issue of financial liabilities. Financial liabilities are classified as subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Statement of Profit and Loss over the period of the borrowings using the effective rate of interest.

Subsequent measurement

After initial recognition, financial liabilities are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in Statement of Profit or Loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

De-recognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of any entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

u. Offsetting Financial Instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency.

v. Segment Information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Refer Note 37

w. Exceptional items

Exceptional items include income or expense that are considered to be part of ordinary activities, however are of such significance and nature that separate disclosure enables the user of the financial statements to understand the impact in a more meaningful manner.

x. Contributed equity

The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any

related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

The transaction costs incurred with respect to the Initial Public Offer (IPO) of the Company as reduced by the amount recovered from the selling shareholders are allocated between issue of new equity shares and listing of existing equity shares. The costs attributable to issuance of new equity shares is recognised in equity. The remaining costs attributable to listing of existing equity shares is recognised in profit or loss.

y. Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III (Division II), unless otherwise stated. An amount of (0) represents amount less than '' 50,000 and 0 represents amount more than '' 50,000.

Note 3: Critical estimates and Judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company''s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Critical estimates and judgements:

• The areas involving critical estimates or judgements are:

• Estimation of defined benefit obligation - Refer Note 11

• Recognition of deferred tax assets- Refer Note 23(b)

• Leases - Refer Note 4(b)

• Contingent liabilities - Refer Note 25(i)

• Share based payments - Refer Note 26

• Impairment on Non-Current Investments - Refer Note 2(s)

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

Asset volatility:

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through LIC and Kotak Mahindra Life Insurance Company Limited under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.

Changes in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans'' assets maintained by the insurer. The gratuity fund is administered through (LIC) under its group gratuity scheme.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customer

Trade receivables related credit risk

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.

Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence and goodwill. Outstanding customer receivables are regularly monitored by the management.

The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.

Trade receivables are written off when there is no reasonable expectation of recovery.

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds. Management monitors rolling forecasts of the company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.

Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

(c) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

Price risk: The Company''s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Quotes/NAV of these investments are available from the mutual fund houses.

Profit/losses for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

Interest rate risk: The Company does not have any exposure to any floating-interest bearing assets, or any significant long term fixed bearing interest assets, its interest income and related cash inflows are not affected by changes in market interest rates, further there is no borrowing taken by the company hence there is no exposure to interest rate risk.

Currency risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate beacuse of changes in foreign exchange rates. There is no outstanding forward contract and unhedged foreign currency exposure at the year end.

B) Capital management

The Company objectives when managing capital is to safeguard its ability to continue as a going concern, so that Company can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits/losses. As at March 31, 2024 and March 31, 2023 the Company has no debt and the funding requirements are met through operating cash flows generated and equity.

Note 32 : Corporate social responsibility expenditure

As per Section 135 of the Companies Act 2013, read with guidelines issued by DPE, the company is required to spend in every financial year atleast two percent of the average net profits of the company made during the three immediately preceding financial years in accordance with its CSR policy.

Notes:

Net Profit = Profit/(Loss) for the year

Average Shareholder''s equity = Average of opening and closing Equity share capital Reserves and surplus Instruments entirely equity in nature

Total Purchases = Advertising and promotion expenses Network and internet expenses Other expenses - Loss allowance on trade receivables, loans and other financial assets - Bad debts - Loss on sale of property, plant and equipment - Property, plant and equipment written off - Vendor advances written off - Net loss: foreign exchange differences - Interest on unwinding of security deposits

Working Capital = Current assets - Current liabilities

Earning before interest and tax = Profit/(loss) before tax Finance Cost

Capital Employed = Total equity - intangible assets

Earning on Investment = Interest income on bank deposits Interest income on corporate bonds Net fair value gains on financial assets Net gain on sale on financial assets

Average Investment = Average of opening and closing investment in Fixed deposits, corporate bonds and other financial assets (mutual funds)

Note 34 : Utilisation of the IPO proceeds:

The Company, in the financial year ended March 31, 2022, completed the Initial Public Offering (IPO) of 58,262,397 equity shares of face value of ? 2 each for cash at a price of ? 980 per equity share aggregating to ? 570,971 lakhs comprising a fresh issue of 38,265,306 equity shares aggregating to ? 375,000 lakhs and on offer for sale of 19,997,091 equity shares aggregating to ? 195,971 lakhs. Pursuant to the IPO, the equity shares of the Company got listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on November 15, 2021. Out of the proceeds of offer for sale, ? 174,181 lakhs (net of selling shareholders share of IPO related expenses and applicable taxes) was remitted to selling shareholders.

The Company incurred ? 17,911 lakhs as IPO related expenses which were proportionately allocated between the selling shareholder and the Company. The Company''s share of expenses was ? 11,749 lakhs, out of which ? 10,466 lakhs was adjusted against securities premium and ? 1,229 lakhs was charged to statement of profit & loss in the financial year ended March 31, 2022. The Company charged ? 6,162 lakhs from the selling shareholder towards their share of IPO expenses.The utilisation of the net IPO proceeds is summarised as below:

Note 35: Additional regulatory information required by Schedule III

(i) Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder. However, company has received summon under section of Prohibition of Benami Property Transactions Act, 1988 requisiting certain information about the customers of the company. The company has duly furnished all the documents and information on February 09, 2024. No further communication received from the department since its last submission.

(ii) Borrowing secured against current assets

The Company has no borrowings from any banks or financial institutions during the current or previous financial year.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) Relationship with struck off companies

The Company has no balances outstanding/ transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 as at and for the year ended March 31, 2024 (March 31, 2023 - Nil).

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(vi) Compliance with approved scheme(s) of arrangements

The Company has in its board meeting held on April 26, 2022 approved merger of Makesense Technologies Limited with the Company pursuant to section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, arrangements and amalgamations) rules, 2016. The Merger application was filed with National Stock Exchange of India Limited and Bombay Stock Exchange Limited on May 18, 2022 .The National Stock Exchange of India Limited and Bombay Stock Exchange Limited issued no observation letters to the Company on January 06, 2023.

The Joint Application before the Hon''ble National Company Law Tribunal (Hon''ble Tribunal), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was filed on May 03, 2023. As per order dated July 05, 2023 passed by Hon''ble Tribunal, meetings of Equity Shareholders and Unsecured Creditors of the Company were held on Saturday, September 02, 2023 to approve 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. The Approval of Hon''ble Tribunal is awaited.

(vii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(viii) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) Valuation of property plant and equipment, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(x) The Company do not hold any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee).

(xi) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act 2013), either severally or jointly with any other person which are repayable on demand or without specifying any terms of repayment.

(xii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

(xiii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

Note 36 : Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. For this purpose, the Company has appointed an independent consultant for conducting a Transfer Pricing study (the ''study'') for the Assessment Year 2024-25. In the unlikely event that any adjustment is required consequent to completion of the study for the year ended March 31, 2024, the same would be made in the subsequent year. However, management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 37 : Segment information

An operating segment is the one whose operating results are regularly reviewed by the entity''s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified its Chief Executive Officer and Chief Financial Officer as its Chief operating decision maker (CODM). The Company''s business activities fall within a single business segment as the Company is engaged in the business of rendering online marketing and information technology consulting & support services largely for the financial services industry, including insurance. Based on nature of services rendered, the risk and returns, internal organization and management structure and the internal performance reporting systems, the management considers that the Company is organized basis a single segment of rendering a bundle of services to the financial services industry, including insurance. The chief operating decision maker reviews the performance of business on an overall basis. As the Company has a single reportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating segment is not applicable. Further, the Company earns entire revenue within India only.

The revenues of ? 773 lakhs are derived from two individual external customers (March 31, 2023 - ? 911 lakhs derived from two individual external customers).

Note 38 :

a) Deputy Director of Income Tax (DDIT) Delhi has visited the premises of Company on December 13 and 14, 2023 and enquired about certain vendors of Paisabazaar Marketing and Consulting Private Limited (wholly owned subsidiary of Company). In relation to this DDIT has also issued summon to Company on January 19, 2024 asking for certain information. The company has duly furnished all the required documents and information and shall continue to provide any further details/information that might be required by the department in future. The business operations of the company continue as usual and have not been impacted due to the survey proceedings.

b) The Company has received certain summons/enquiries from the taxation authorities seeking various information/ details. The company has duly furnished all the documents and information.

Note 39 : Events occurring after the reporting period

a) The Company, subsequent to the year ended March 31, 2024, incorporated a wholly-owned subsidiary named "PB Pay Private Limited” vide Certificate of Incorporation issued by Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs dated April 09, 2024, having Corporate Identity Number U66190HR2024PTC120573.

b) The Company, subsequent to the year ended March 31, 2024, has invested funds amounting to ? 2700 Lakhs in equity shares of PB Pay Private Limited (a "wholly owned subsidiary Company”). The Company has subscribed 2,70,00,000 shares at a price of ? 10 per share on April 09, 2024.

c) These financial statements were approved and adopted by Board of Directors of the Company in their meeting held on May 07, 2024.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Chartered Accountants Yashish Dahiya Alok Bansal

Firm Registration Number : 001076N/N500013 Chairman and Chief Vice Chairman and

Executive Officer Whole Time Director

DIN: 00706336 DIN: 01653526

Place: Gurugram Place: Gurugram

Date: May 07, 2024 Date: May 07, 2024

Ankit Mehra Mandeep Mehta Bhasker Joshi

Partner Chief Financial Officer Company Secretary

Membership No. 507429 M. No. F8032

Place: Gurugram Place: Gurugram Place: Gurugram

Date: May 07, 2024 Date: May 07, 2024 Date: May 07, 2024

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Mar 31, 2023

iii. The total cash outflow for leases for the year ended March 31,2023 was ? 360.61 Lacs (March 31,2022 - ? 351.59 Lacs)

iv. Extension and termination options:-

Extension and termination options are included in a number of leases. These are used to maximize operational flexibility in terms of managing the assets used in the Company''s operations. The extension and termination options held are exercisable by both the Company and the respective lessor.

v. Critical judgments in determining the lease terrain determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

For leases of office premises, the following factors are normally the most relevant:

a) If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).

b) If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate).

c) Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

Most extension options in office leases have been included in the lease liability, because the Company could not replace the assets without significant cost or business disruption.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.

During the current financial year, no leases have been terminated. During the previous financial year, the financial impact of revising the lease terms to reflect the effect of exercising termination options was a net decrease in recognised lease liabilities and right-to use of assets of ? 37.24 Lacs and ? 35.58 Lacs respectively.

ii. Pursuant to approval of shareholders in an Extra Ordinary General Meeting held on June 19, 2021, the Company issued 176,735,820 equity shares of face value of T 21- each towards Bonus Shares on June 28, 2021 in the ratio 1:499.

iii. Pursuant to approval of shareholders in an Extra Ordinary General Meeting held on June 19, 2021, the Company converted cumulative compulsorily convertible preference shares (“COOPS”) into equity shares as follows:

a) June 03, 2021: 125,985 COOPS converted into 125,985 equity shares in the ratio of 1:1.

b) June 28, 2021: 468,289 COOPS converted into 234,144,500 equity shares in the ratio of 1:500.

iv. During the previous year, the Company completed an Initial Public Offering (IPO) of 58,262,397 Equity Shares of face value of ? 2/- each at a price of ? 980 per equity share comprising of fresh Issue of 38,265,306 equity shares and on offer for sale of 19,997,091 equity shares. [Refer note 33]

v. Rights, preferences and restrictions attached to shares

Equity Shares: The Company has only one class of equity shares having a par value of ? 2/- per share (March 31, 2022 - ? 2/- per share). Each shareholder is eligible for one vote per share held. Any dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

ii. Rights, preferences and restrictions attached to cumulative compulsorily convertible preference shares (‘CCCPS’)

The Company issued 594,274, 0.1 % cumulative compulsorily convertible preference shares (‘CCCPS’), Series A, Series B, Series C, Series D, Series E, Series F and Series G of ? 20 per share. These shares being mandatorily convertible along with other terms and conditions qualify as entirely equity in nature in accordance with Ind AS 32. Following were the terms and conditions of the instrument:

a. Voting right of cumulative compulsorily convertible preference shareholders was the same as that of equity shareholders and each holder of cumulative compulsorily convertible preference shares was entitled to one vote per share.

b. In addition to and after payment of the Preferential Dividend, each Series A, Series B, Series C, Series D, Series E, Series F and Series G Preference Share would be entitled to participate pari passu in any dividends paid to the holders of shares of any other class (including Equity Shares) or series on a pro rata, as-if-converted basis.

c. The preferential dividend was payable at the rate of 0.1 % per annum.

d. The Preferential Dividend @ 0.1 % per annum was cumulative and shall accrue from year to year whether or not paid, and accrued dividends shall be paid in full (together with dividends accrued from prior years) prior and in preference to any dividend or distribution payable upon Shares of any other class or series in the same fiscal year.

iii. Details of shareholders holding more than 5% shares in the Company is not applicable as the preference shares were converted

into equity shares. [Refer note (v)]

iv. Terms of conversion for cumulative compulsorily convertible preference shares

a. The Company issued 594,274 cumulative compulsorily convertible preference shares upto March 31, 2021, which were convertible into 594,274 equity shares of ? 10/- each at any time at the option of the holder of the preference shares.

b. The preference shares can be convertible automatically on (i) the expiry of 20 (twenty) years from the date of issue of such Preference Share; or (ii) upon the completion of a Qualified Public Offering and listing of all equity shares of the Company on the relevant stock exchange after such completion in accordance with the terms of the issue, whichever is earlier.

v. Conversion of cumulative compulsorily convertible preference shares into equity shares

Pursuant to approval of shareholders, the Company converted cumulative compulsorily convertible preference shares (“CCCPS”) into equity shares as per details given below:

a. June 03, 2021:125,985 CCCPS converted into 125,985 equity shares in the ratio of 1:1.

b. June 28, 2021: 468,289 CCCPS converted into 234,144,500 equity shares in the ratio of 1:500 taking effect of bonus shares issued to equity shareholders on June 28, 2021.

# As per the terms of Preference shareholders agreement, if the Company issues bonus shares to the equity shareholders, the number of equity shares to be issued on any subsequent conversion of CCCPS shall be increased proportionately. During the year ended March 31,2022, the Company issued bonus shares to its equity shareholders in the ratio of 1:499. Pursuant to the said bonus issue, the Company converted certain CCCPS into equity shares in the ratio of 1:500. The adjustment in the conversion ratio of CCCPS is consequent to issue of bonus shares to equity shareholders and accordingly the Company, based on legal opinion, utilised securities premium for the same.

Nature and purpose of other reserves:

a. Securities premium

Securities premium is used to record the premium on issue of shares. Securities premium is utilised in accordance with the

provisions of the Companies Act, 2013.

b. Equity settled share based payment reserve

Equity settled share based payment reserve is used to recognise the grant date fair value of options issued to the employees of the Company and its subsidiaries under ESOP scheme.

c. General Reserve

General Reserve created on forfeiture of ESOPs in earlier years.

d. Treasury shares reserve

Treasury Shares Reserve represents purchase value of own shares of the Company through Etechaces Employees Stock Option Plan Trust.

i. Compensated absences

The leave obligations cover the Company’s liability for earned leaves. The Company''s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Standalone Statement of Profit and Loss in the year in which they arise.

The amount of the provision of ? 195.62 Lacs (March 31, 2022 - ? 206.55 Lacs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.

ii. Defined contribution plans

a. Provident Fund

The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year ended March 31, 2023 towards defined contribution plan is ? 43.06 Lacs (March 31,2022 - T 60.97 Lacs). [Refer Note 16]

b. Employee State Insurance

The Company has a defined contribution plan in respect of employee state insurance. The expense recognised during the year ended March 31,2023 towards defined contribution plan is ? 0.64 Lacs (March 31,2022 - T1.65 Lacs). [Refer Note 16]

iii. Post employment benefit plan obligations- Gratuity

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

Assumptions regarding future mortality for pension are set based on actuarial advice in accordance with published statistics and experience. The discount rate assumed is determined by reference to market yield at the balance sheet date on government bonds. The estimates of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market.

d. Sensitivity analysis:

Significant estimates: Sensitivity of actuarial assumptions

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. Assumptions other than discount rate and salary growth rate are not material for the Company.

e. The major categories of plans assets are as follows:

Funds Managed by Insurer* -100%

*The Funds are managed by Life Insurance Corporation (LIC) of India. They do not provide breakup of plan assets by investment type.

Note 11: Employee benefit obligations

f. Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below: Asset volatility:

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through LIC under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.

Changes in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ assets maintained by the insurer. The gratuity fund is administered through (LIC) under its group gratuity scheme.

g. Defined benefit liability and employer contributions

The weighted average duration of the defined benefit obligation is 8.4 years (March 31,2022- 9.2 years).

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices/NAV, for example listed equity instruments, traded bonds and mutual funds that have quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. For example, unlisted equity securities, etc.

There are no transfers between levels 1 and 2 during the year.

The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period,

c. Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, trade payables and other financial liabilities are considered to be the same as their fair values due to their short term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

a. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customer

Trade receivables related credit risk

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Flowever, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.

Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence and goodwill. Outstanding customer receivables are regularly monitored by the management.

The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.

Trade receivables are written off when there is no reasonable expectation of recovery.

b. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The company’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds. Management monitors rolling forecasts of the company’s liquidity position and cash and cash equivalents on the basis of expected cash flows.

Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Treasury related credit risk

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.

c. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

The Company’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes/NAV of these investments are available from the mutual fund houses.

Profits/losses for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

B. Capital management

The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholder The capital of the Company consist of equity capital, intruments entirely equity in nature and accumulated profits/losses.

Notes:

Total debt = Lease liabilities Shareholder’s equity = Total equity

Earnings available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like loss on sale of Fixed assets etc

Debt service = Lease Payments

Net Profit = (Loss) / Profit for the year

Total Purchases = Advertising and promotion expenses Network and internet expenses Other expenses - Loss allowance: trade receivables and other financial assets - Bad debts - Loss on sale of property, plant and equipment - Property, plant and equipment written off - Vendor advances written off - Net loss: foreign exchange differences - Interest on unwinding of security deposits

Working Capital = Current assets - Current liabilities

Earning before interest and tax = (Loss) / Profit before tax Finance Cost

Capital Employed = Total equity - intangible assets lease liabilities

Note 33: Utilisation of the IPO proceeds:

The Company, in the financial year ended March 31, 2022, completed the Initial Public Offering (IPO) of 58,262,397 equity shares of face value of T 2 each for cash at a price of T 980 per equity share aggregating to T 570,971 lacs comprising a fresh issue of 38,265,306 equity shares aggregating to ? 375,000 lacs and on offer for sale of 19,997,091 equity shares aggregating to T 195,971 lacs. Pursuant to the IPO, the equity shares of the Company got listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on November 15, 2021. Out of the proceeds of offer for sale, ? 174,180.69 lacs (net of selling shareholders share of IPO related expenses and applicable taxes) was remitted to selling shareholders.

The Company incurred ? 17,911.01 lacs as IPO related expenses which were proportionately allocated between the selling shareholder and the Company. The Company’s share of expenses was ? 11,749.11 lacs, out of which T 10,465.99 lacs was adjusted against securities premium and ? 1,229.22 lacs was charged to statement of profit & loss in the previous financial year. The Company charged ? 6,161.60 lacs from the selling shareholder towards their share of IPO expenses. The utilisation of the net IPO proceeds is summarised as below:

Note 34: (a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

b. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

Note 35: Additional regulatory information required by Schedule III

i. Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii. Borrowing secured against current assets

The Company has no borrowings from any banks or financial institutions during the current or previous financial year.

iii. Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

iv. Relationship with struck off companies

The Company has no balances outstanding/ transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 as at and for the year ended March 31,2023 (March 31,2022 - Nil).

v. Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

vi. Compliance with approved scheme(s) of arrangements

The Company in its board meeting held on April 26, 2022 approved merger of Makesense Technologies Limited with the Company pursuant to section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, arrangements and amalgamations) rules, 2016. The Merger application was filed with National Stock Exchange of India Limited and BSE Limited on May 18, 2022. Further, the Joint Application before the Hon’ble National Company Law Tribunal (Flon’ble Tribunal), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was filed on May 03, 2023.

vii. Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

viii. Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

ix. Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

Note 36: Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. For this purpose, the Company has appointed an independent consultant for conducting a Transfer Pricing study (the ‘study’) for the Assessment Year 2023-24. In the unlikely event that any adjustment is required consequent to completion of the study for the year ended March 31, 2023, the same would be made in the subsequent year. Flowever, management is of the opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 37: Segment information

An operating segment is the one whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified its Chief Executive Officer and Chief Financial Officer as its Chief operating decision maker (CODM). The Company’s business activities fall within a single business segment as the Company is engaged in the business of rendering online marketing and information technology consulting & support services largely for the financial services industry, including insurance. Based on nature of services rendered, the risk and returns, internal organization and management structure and the internal performance reporting systems, the management considers that the Company is organized basis a single segment of rendering a bundle of services to the financial services industry, including insurance. The chief operating decision maker reviews the performance of business on an overall basis. As the Company has a single reportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating segment is not applicable. Further, the Company earns entire revenue within India only.

The revenues of ? 911.44 lacs are derived from two individual external customers (March 31, 2022 - T 3,307.15 lacs from three individual external customers).

Note 38: Events occurring after the reporting period

a. The Company, subsequent to the year ended March 31,2023, has invested funds amounting to T 3,997.39 Lacs in equity shares of PB Fintech FZ-LLC (a “wholly owned subsidiary Company”). The Company has purchased 15,337 shares at a price of T 26,063.69 per share on April 05, 2023.

b. These financial statements were approved and adopted by Board of Directors of the Company in their meeting held on May 22, 2023.

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Mar 31, 2022

Note 4(b):Leases

This note provides information for the leases where the Company is a lessee. The Company has taken various office premises on leases. Rental contracts are typically made for fixed periods of 1 year to 5 years, but may have extension options as described in (iv) below.

(iii) The total cash outflow for leases for the year ended March 31, 2022 was H 351.59 Lakhs (March 31, 2021 - H 485.68 Lakhs.)

(iv) Extension and termination options:-

Extension and termination options are included in a number of leases. These are used to maximize operational flexibility in terms of managing the assets used in the Company''s operations. The extension and termination options held are exercisable by both the Company and the respective lessor."

(v) Critical judgments in determining the lease term:-

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

For leases of office premises, the following factors are normally the most relevant:

a) If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).

b) If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate).

c) Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

Most extension options in office leases have been included in the lease liability, because the Company could not replace the assets without significant cost or business disruption."

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.

During the current financial year, the financial impact of revising the lease terms to reflect the effect of exercising termination options was a net decrease in recognised lease liabilities and right-to use of assets of H 37.24 Lakhs and H35.58 Lakhs respectively (March 31, 2021 - H Nil).

(II) Pursuant to the approval of the shareholders in an Extra Ordinary General Meeting of the Company held on November 24, 2020, each equity share of face value of H 10/- per share was sub-divided into five equity shares of face value of H 2/- per share with effect from the record date, i.e., November 30, 2020.

(III) Pursuant to approval of shareholders in an Extra Ordinary General Meeting held on June 19, 2021, the Company has issued 17,67,35,820 equity shares of face value of H 2/- each towards Bonus Shares on June 28, 2021 in the ratio 1:499.

(iv) Pursuant to approval of shareholders in an Extra Ordinary General Meeting held on June 19, 2021, the Company has converted cumulative compulsorily convertible preference shares (""CCCPS"") into equity shares as follows:

a) June 03, 2021: 1,25,985 CCCPS converted into 1,25,985 equity shares in the ratio of 1:1.

b) June 28, 2021: 4,68,289 CCCPS converted into 23,41,44,500 equity shares in the ratio of 1:500."

(v) During the year, the Company completed an Initial Public Offering (IPO) of 5,82,62,397 Equity Shares of face value of H 2/- each at a price of H 980 per equity share comprising of fresh issue of 3,82,65,306 equity shares and on offer for sale of 1,99,97,091 equity shares. [Refer note 36]

(vi) Rights, preferences and restrictions attached to shares

Equity Shares: The Company has only one class of equity shares having a par value of H 2/- per share (March 31, 2021 - H 2/- per share). Each shareholder is eligible for one vote per share held. Any dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

* Details of shareholders holding more than 5% equity shares in the Company as on March 31, 2022 are after giving effects of bonus issue and conversion of cumulative compulsorily convertible preference shares into equity shares of the Company.

(viii) Details of shareholding of promoters:

The Company is a professionally managed Company and it does not have any promoters in terms of section 2(69) of Companies Act, 2013.

(11) Pursuant to the approval of the shareholders in an Extra Ordinary General Meeting of the Company held on November 24, 2020, each preference share of face value of H 100/- per share was sub-divided into five preference shares of face value of H 20/- per share with effect from the record date, i.e., November 30, 2020.

(iii) Rights, preferences and restrictions attached to cumulative compulsorily convertible preference shares (''CCCPS'')

The Company issued 5,94,274, 0.1% cumulative compulsorily convertible preference shares (''CCCPS''), Series A, Series B, Series C, Series D, Series E, Series F and Series G of H 20 (March 31, 2021 - H 20/-) per share. These shares being mandatorily convertible along with other terms and conditions qualify as entirely equity in nature in accordance with Ind AS 32. Following are the terms and conditions of the instrument:

a) Voting right of cumulative compulsorily convertible preference shareholders are the same as that of equity shareholders and each holder of cumulative compulsorily convertible preference shares is entitled to one vote per share.

b) In addition to and after payment of the Preferential Dividend, each Series A, Series B, Series C, Series D, Series E, Series F and Series G Preference Share would be entitled to participate pari passu in any dividends paid to the holders of shares of any other class (including Equity Shares) or series on a pro rata, as-if-converted basis.

c) The preferential dividend is payable at the rate of 0.1% per annum.

d) The Preferential Dividend @ 0.1% per annum is cumulative and shall accrue from year to year whether or not paid, and accrued dividends shall be paid in full (together with dividends accrued from prior years) prior and in preference to any dividend or distribution payable upon Shares of any other class or series in the same fiscal year.

(v) Terms of conversion for cumulative compulsorily convertible preference shares

(a) The Company issued 5,94,274 cumulative compulsorily convertible preference shares upto March 31, 2021, which were convertible into 5,94,274 equity shares of H 20/- (March 31, 2021 - H 20/-) each at any time at the option of the holder of the preference shares.

(b) The preference shares can be convertible automatically on (i) the expiry of 20 (twenty) years from the date of issue of such Preference Share; or (ii) upon the completion of a Qualified Public Offering and listing of all equity shares of the Company on the relevant stock exchange after such completion in accordance with the terms of the issue, whichever is earlier."

(vi) Conversion of cumulative compulsorily convertible preference shares into equity shares

(iv) Pursuant to approval of shareholders in an Extra Ordinary General Meeting held on June 19, 2021, the Company has converted cumulative compulsorily convertible preference shares (""CCCPS"") into equity shares as follows:

a) June 03, 2021: 1,25,985 CCCPS converted into 1,25,985 equity shares in the ratio of 1:1.

b) June 28, 2021: 4,68,289 CCCPS converted into 23,41,44,500 equity shares in the ratio of 1:500."

# As per the terms of Preference shareholders agreement, if the Company issues bonus shares to the equity shareholders, the number of equity shares to be issued on any subsequent conversion of CCCPS shall be increased proportionately. During the year ended March 31, 2022, the Company has issued bonus shares to its equity shareholders in the ratio of 1:499. Pursuant to the said bonus issue, the Company has converted certain CCCPS into equity shares in the ratio of 1:500. The adjustment in the conversion ratio of CCCPS is consequent to issue of bonus shares to equity shareholders and accordingly the Company, based on legal opinion, has utilised securities premium for the same.

Nature and purpose of other reserves:

a] Securities premium

Securities premium is used to record the premium on issue of shares. Securities premium is utilised in accordance with the provisions of the Companies Act, 2013.

b] Equity settled share based payment reserve

Equity settled share based payment reserve is used to recognise the grant date fair value of options issued to the employees of the Company and its subsidiaries under ESOP scheme.

c] General Reserve

General Reserve created on forfeiture of ESOPs in earlier years.

(i) Compensated absences

The leave obligations cover the Company''s liability for earned leaves. The Company''s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise.

The amount of the provision of H 206.55 Lakhs (March 31, 2021 - H 245.16 Lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.

(H in Lakhs)
Particulars 1	March 31, 2022	March 31, 2021
Leave obligations not expected to be settled within the next 12 months	180.08	226.41

(ii) Defined contribution plans

a) Provident Fund

The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year ended March 31, 2022 towards defined contribution plan is H 60.97 Lakhs (March 31, 2021 - H 89.12 Lakhs). [Refer Note 16]

b) Employee State Insurance

The Company has a defined contribution plan in respect of employee state insurance. The expense recognised during the year ended March 31, 2022 towards defined contribution plan is H 1.65 Lakhs (March 31, 2021 - H 2.52 Lakhs). [Refer Note 16]

(iii) Post employment benefit plan obligations- Gratuity

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience. The discount rate assumed is determined by reference to market yield at the balance sheet date on government bonds. The estimates of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market.

d) Sensitivity analysis:

Significant estimates: Sensitivity of actuarial assumptions

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. Assumptions other than discount rate and salary growth rate are not material for the Company.

e) The major categories of plans assets are as follows:

Funds Managed by Insurer* - 100%

*The Funds are managed by Life Insurance Corporation of India (LIC) (insurer). It does not provide breakup of plan assets by investment type.

f) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility:

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through LIC under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.

Changes in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans'' assets maintained by the insurer. The gratuity fund is administered through LIC under its group gratuity scheme.

The Company has made long term strategic investments in its wholly owned subsidiary and associates, which are scaling up their operations and would generate growth and returns over a period of time. These wholly owned subsidiaries and associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2022. Considering the business model and future business potential/plans, coupled with recent third party valuations, no provision for impairment in the carrying value of investments (March 31, 2021- H 236.83 Lakhs) has been recorded during the year in respect of investments made by the Company in its wholly owned subsidiaries and associates. Refer note 6(a) for carrying value of investment in subsidiaries and associates.

Significant estimate: investments in subsidiaries

The Company reviews its carrying value of investments carried at cost annually, or more frequently when there is an indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectation of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

(v) Fair value of options granted :

The fair value at grant date of options granted during the year ended March 31, 2022 were as given below:

(a) Grant 15 and 16 (Time based vesting) - H 853.91 to H 855.13

(b) Grant 17 (Performance based vesting, linked with valuation of share) - H 822.25 to H 800.5 (Year ended March 31, 2021:

(a) Grant 11 - H 43,071

(b) Grant 12 and 14 - H 101,162

(c) Grant 13 (Time based vesting) - H 101,128

(d) Grant 14 (Performance based vesting, linked with IPO) - H 95,081)

For Grant 15 and 16 (being time-based vesting Grants), the fair value at grant date is determined using the Black-Scholes-Merton model. However, Monte Carlo Simulation method has been used for determination of fair value at the Grant date for Grant 17 which is Performance and Time-Based Grant with performance based vesting, linked with valuation of share of the Company. These models take into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option."

The model inputs for options granted during the year ended March 31, 2022 included:

a) options are granted at face value and vest upon completion of service/performance condition for a period 1-5 years (March 31, 2021 - 1-4 years). Vested options are exercisable till March 31, 2030.

b) exercise price: H 2 (March 31, 2021 - H 2)

c) grant date: October 05, 2021 (March 31, 2021 - April 01, 2020, December 01, 2020)

d) expiry date: March 31, 2030 (March 31, 2021 - March 31, 2030)

e) expected price volatility of the company''s shares: 50 % (March 31, 2021 - 64.92 % for Grant 11 and 50% for Grant 12, 13 and 14)

f) expected dividend yield: 0% (March 31, 2021 - 0%)

g) risk-free interest rate: 6.68% for Grant 15, 16 and 17 (March 31 2021 - 6.31% for Grant 11 and 6.25% for Grant 12, 13 and 14)

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

Note 2: Treasury shares are excluded from weighted-average numbers of Equity Shares used as a denominator in the calculation of basic and diluted EPS.

Note 3: Cumulative compulsorily convertible preference shares ("CCCPS") issued by the Company were considered to be potential equity shares. They were considered in the determination of weighted average number of shares for diluted EPS as well as basic EPS from their date of issue as they were mandatorily convertible into equity shares. Details relating to CCCPS issued by the Company and converted into equity shares are set out in note 10(b).

Note 4: Stock options granted to the employees under various ESOP schemes are considered to be potential equity shares. The stock options have not been included in the determination of basic earnings per share to the extent they are unvested. As such shares would decrease the loss per share, these are anti-dilutive in nature. For details relating to stock options, refer Note 26.

Note 5: The shareholders of the Company in its meeting held on June 19, 2021 approved the issue of bonus shares to the existing equity shareholders of the Company and conversion of Cumulative compulsory convertible preference shares ("CCCPS") into equity shares in accordance with the provisions of the Companies Act, 2013. As per the terms of Preference shareholders agreement, if the Company issues bonus shares to the equity shareholders, the number of equity shares to be issued on any subsequent conversion of CCCPS shall be increased proportionately. Consequently, the basic and diluted earnings per share have been computed for the year ended March 31, 2022 and March 31, 2021 on the basis of the new number of equity and preference shares in accordance with Ind AS 33 - Earnings per Share.

Note 1: The brand names "Policybazaar", "Policybazaar.com", "Paisabazaar" and "Paisabazaar.com" are owned by the PB Fintech Limited (Erstwhile, PB Fintech Private Limited / Etechaces Marketing and Consulting Private Limited) ("the Holding Company"). Therefore, the Holding Company entered into an agreement with the Policybazaar Insurance Brokers Private Limited and Paisabazaar Marketing and Consulting Private Limited ("Subsidiary companies") for an IPR fees @ 5% of the revenue of the subsidiary companies w.e.f. April 01, 2018. This fee is paid by the subsidiary companies due to the benefits accruing to the subsidiary companies as a result of using the brand names which have provided significant impetus to the growth of the subsidiary companies over the years, rather than only enhancing the visibility of the brand name owned by the Holding Company.

Note 2: Amounts are exclusive of applicable taxes.

Note 3: All related party transactions entered during the year were in ordinary course of the business and are on arm''s length basis. All outstanding receivable balances are unsecured and repayable in cash.

Note 30 : The Company had granted certain stock options to the Chairman & Executive Director and a Whole-time Director in December 2020 when the Company was a private limited Company, in compliance with the provisions of the Companies Act, 2013. The Company became public w.e.f. June 30, 2021 and got listed in November 2021, post which the aforesaid stock options were vested and subsequently exercised by these managerial personnel.

Post becoming a public company, the Company has paid remuneration to the managerial personnel comprising of salary and other allowances amounting to H 128.90 Lakhs during the year. The perquisite value of the stock options exercised by the aforementioned managerial personnel during the said period amounted to H 87,925.69 lakhs. The aggregate managerial remuneration of H 88,054.59 Lakhs for the year is higher than the limits calculated in accordance with section 197 read with Schedule V of the Companies Act, 2013, and is subject to the necessary approvals from the shareholders. The remuneration has been approved by the Board of Directors and the Nomination and Remuneration Committee and the Company will seek necessary approval of shareholders in the ensuing Annual General Meeting."

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices, for example listed equity instruments, traded bonds and mutual funds that have quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. For example, unlisted equity securities, etc.

There are no transfers between levels 1 and 2 during the year.

The company''s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

c) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, trade payables and other financial liabilities are considered to be the same as their fair values due to their short term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customer

Trade receivables related credit risk

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.

Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence and goodwill. Outstanding customer receivables are regularly monitored by the management.

The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.

Trade receivables are written off when there is no reasonable expectation of recovery.

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds. Management monitors rolling forecasts of the company''s liquidity position and cash and cash equivalents on the basis of expected cash flows."

Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

(c) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

The Company''s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses.

Profits/losses for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

B) Capital management

The Company''s objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital, intruments entirely equity in nature and accumulated profits/losses.

(a) The Company has invested funds amounting H 6,000 Lakhs in Docprime Technologies Private Limited (”a wholly owned subsidiary") ("Docprime") on October 05, 2021 with an understanding that the Intermediary shall invest in Visit Health Private Limited ("Visit Health") and Visit Internet Services Private Limited ("Visit Internet"). "

Visit Health is engaged in the business of connecting doctors, counsellors, etc. to individuals through its web and mobile applications. Visit Internet is engaged in providing healthcare and wellness services through its website and mobile application.

Docprime has invested H 1,950.77 Lakhs and H 1,080.94 Lakhs in Visit Health on October 07, 2021 and December 08, 2021 respectively and H 2,205.24 Lakhs and H 35.75 Lakhs in Visit Internet on January 14, 2022 and March 30, 2022 respectively.

The management has assessed that provisions of the Foreign Exchange Management Act, 1999, as applicable and the Companies Act, 2013 have been complied with for the above transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002.

Except above, the Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(b) The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

Note 36 : Utilisation of the IPO proceeds:

The Company, in the current year, has completed the Initial Public Offering (IPO) of 5,82,62,397 equity shares of face value of H 2 each for cash at a price of H 980 per equity share aggregating to H 5,70,971 lakhs comprising a fresh issue of 3,82,65,306 equity shares aggregating to H 3,75,000 lakhs and an offer for sale of 1,99,97,091 equity shares aggregating to H 1,95,971 lakhs. Pursuant to the IPO, the equity shares of the Company got listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on November 15, 2021. Out of the proceeds of offer for sale, H 1,74,180.69 lakhs (net of selling shareholders share of IPO related expenses and applicable taxes) was remitted to selling shareholders.

The Company incurred H 17,911.01 lakhs as IPO related expenses which are proportionately allocated between the selling shareholders and the Company. The Company''s share of expenses of H 11,749.41 lakhs, out of which H 10,465.99 lakhs has been adjusted against securities premium and H 1,229.22 lakhs (March 31, 2021: H 54.20 lakhs) has been charged to statement of profit & loss. The Company has charged H 6,161.60 lakhs from the selling shareholders towards their share of IPO expenses.The utilisation of the net IPO proceeds is summarised as below: "

* On finalization of offer expenses, the amount proposed to be utilized for General Corporate purposes is revised to H 76,210.76 lakhs as compared to original amount of H76,308.96 lakhs.

# The unutilized amount of Net IPO proceeds as at March 31, 2022 were invested in fixed deposits and other bank accounts maintained with scheduled commercial banks.

Note 37 : Additional regulatory information required by Schedule III

(i) Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Borrowing secured against current assets

The Company has no borrowings from any banks or financial institutions during the current financial year.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) Relationship with struck off companies

The Company has no balances outstanding/ transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 as at and for the year ended March 31, 2022 (March 31, 2021 - Nil).

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year. Also, refer note 41(a).

(vii) Undisclosed income

There is no amount surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(viii) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

Note 38 : Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. For this purpose, the Company has appointed an independent consultant for conducting a Transfer Pricing study (the ''study'') for the Assessment Year 2022-23. In the unlikely event that any adjustment is required consequent to completion of the study for the year ended March 31, 2022, the same would be made in the subsequent year. However, management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 39 : Segment information

An operating segment is the one whose operating results are regularly reviewed by the entity''s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified its Chief Executive Officer and Chief Financial Officer as its Chief operating decision maker (CODM). The Company''s business activities fall within a single business segment as the Company is engaged in the business of rendering online marketing and information technology consulting & support services largely for the financial services industry, including insurance. Based on nature of services rendered, the risk and returns, internal organization and management structure and the internal performance reporting systems, the management considers that the Company is organized basis a single segment of rendering a bundle of services to the financial services industry, including insurance. The chief operating decision maker reviews the performance of business on an overall basis. As the Company has a single reportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating segment is not applicable. Further, the Company earns entire revenue within India only.

The revenues of H 3,307.15 lakhs are derived from three individual external customers (March 31, 2021 - H 8,021.85 lakhs from five individual external customers).

Note 40 : Impact of COVID-19 Pandemic

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 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.

Note 41 : Events occurring after the reporting period

(a) The Company has, subsequent to the year end, in its board meeting held on April 26, 2022 approved merger of Makesense Technologies Limited with the Company pursuant to section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, arrangements and amalgamations) Rules, 2016.

b) The Company has, subsequent to the year ended March 31, 2022, invested funds amounting to H 45,000 Lakhs in equity shares of Policybazaar Insurance Brokers Private Limited (a "wholly owned subsidiary Company"). The Company has purchased 81.67 Lakh equity shares of face value H 10 each at a price of H 551 per share on April 22, 2022.

(c) These financial statements were approved and adopted by Board of Directors of the Company in their meeting held on May 27, 2022.