pb fintech ltd share price Directors report

Dear Member(s),

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

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

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

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

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

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

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

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

FINANCIAL SUMMARY AND HIGHLIGHTS

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

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

STANDALONE FINANCIAL STATEMENTS

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

On a standalone basis, the Companys revenue from operations for FY23 was Rs13,414.58 lacs in the financial year under review, as against T10,318.36 lacs in the FY22, an increase of around 30.01 % year on year.

The total income of the Company stood at Rs32,888.29 Lacs up by 51.26% for FY23 from Rs21,743.15 Lacs for FY22. The other income of the Company contributed Rs19,473.71 Lacs to the total income for FY23.

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

The Consolidated Financial Statements have been prepared based on the audited financial statements of the Company, its subsidiaries and associate companies, as approved by their respective Board of Directors. Flowever, for the purpose of consolidation of financial statements of the Company as regards the investment in PB Fintech FZ-LLC, YKNP Marketing Management and Zphin Computer Systems and Software Designing- Sole Proprietorship L.L.C., unaudited financial statements have been considered.

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

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

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

DIVIDEND

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

TRANSFER TO RESERVES

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

UTILISATION OF IPO PROCEEDS

During the year under review, the IPO proceeds were utilized as per the objects stated in the prospectus of the Company and pursuant to Regulation 32 of the SEBI Listing

Regulations. There were no instances of deviation(s) or variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated November 8, 2021, in respect of the Initial Public Offering of the Company. The Company has obtained Monitoring Agency Reports from ICICI Bank Limited ("Monitoring Agency") in terms of Regulation 41 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended from time to time, for the quarter ended June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023 to monitor the utilization of IPO proceeds.

The Company has submitted the statements) and report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the shares of the Company are listed, namely, National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") on timely basis.

SHARE CAPITAL

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

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

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

LISTING

The Companys shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 15, 2021, post its initial public offering (IPO). The annual listing fees for FY 2022-23 to BSE and NSE has been paid.

FIXED DEPOSITS

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

DOWNSTREAM INVESTMENT

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

SCHEME OF AMALGAMATION

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

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

Further, the Company, on May 18, 2022 had filed scheme of amalgamation along with the other documents to National Stock Exchange of India Limited and BSE Limited for their In-Principle Approval/ No Objection Letter as required under

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

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

Court Convened Meetings

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

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

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

As on March 31, 2023, the Company has twelve (12) subsidiaries and two (2) associate companies within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 ("Act") respectively. Out of these, two are material subsidiaries i.e. Policybazaar Insurance Brokers Private Limited and Paisabazaar Marketing and Consulting Private Limited. The required details of material subsidiaries as per Schedule V of SEBI Listing Regulations are disclosed in Corporate Governance Report, which forms a part of the Annual Report.

PB Financial Account Aggregators Private Limited ("PBFAA"), a wholly-owned subsidiary of the Company had filed an application with Reserve Bank of India for grant of Certificate of Registration ("GoR") as NBFC-Account Aggregator ("NBFC-AA") u/s 45-IA of the Reserve Bank of India Act, 1934. During the year under review, RBI has granted In-Principle approval for setting up the business of Account Aggregator to PBFAA vide Letter dated January 10, 2023. PBFAA is required to put in place the necessary technology platform and complete all legal/operational formalities to be ready for operation within that period and report position of compliance to RBI. On satisfaction, the RBI may grant CoR as an NBFC-AA.

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

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

The Company is required to attach along with its financial statements a separate statement containing the salient features of financial statements of its subsidiaries/ Associates/Joint Ventures in Form AOC-1.

Further, the Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the Members seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any Member at the Corporate Office of the Company. Further, the annual accounts for the FY 2022-23 of all the subsidiary companies are available on the website of the Company at https:// www.pbfintech.in/ investor-relations/.

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

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

a. MLC Finotech Private Limited

MLC Finotech Private Limited is a private company limited by shares and incorporated on October 11, 2022 under the Companies Act, 2013 as a Wholly Owned Subsidiary of MyloanCare Ventures Private Limited with an authorized and paid up share capital of Rs2,00,00,000/- divided into 20,00,000 Equity shares of Rs10/- each.

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

b. YKNP Marketing Management -LLC

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

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

c. Zphin Computer Systems and Software Designing-LLC

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Board of Directors of your Company comprised of nine Directors, viz., two Executive Directors, two Non-Executive Non-Independent Directors and five Independent Directors, including three women Directors on the Board. The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations. None of the Director is debarred from holding or continue to hold the office of director. The composition of the Board of Directors and details of Key Managerial Personnels, their appointments / re- appointments during and after the financial year under review is given below:

a. Composition:

The composition of the Board as on March 31,2023:

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

*Mr. Sarbvir Singh has been appointed as Joint Group CEO and Executive Director wef August 26, 2023 subject to the approval of shareholders in the ensuing AGM.

Key Managerial Personnel as on March 31,2023:

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

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

*Mr. Alok Bansal ceased to be the CFO of the company and elevated as Executive Vice Chairman w.e.f. May 02, 2022.

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

b. Induction, Re-appointment and Resignation

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

c. Directors liable to retire by rotation

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

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions under Section 134(3)(d) of the Act, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI

Listing Regulations and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Terms and conditions for appointment of Independent Directors are put up on the website of the Company and can be accessed at https://www. pbfintech.in/pdf/Terms- Letter-of-Appointment-of- lndependent-Director.pdf.

MEETING OF BOARD OF DIRECTORS

The Board met Seven (07) times during the year under review on April 26, 2022, May 13, 2022, May 27, 2022, August 10, 2022, August 23, 2022, November 07, 2022 and February 10, 2023. The details of attendance of meeting of Board of Directors held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report.

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

BOARD COMMITTEES

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

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

BOARD EVALUATION

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

Information on the manner in which a formal annual evaluation for the financial year 2022-23 has been made by the Board of its own performance and that of its Committees, Chairperson and Individual directors is given in the Corporate Governance Report, which forms a part of the Annual Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and the SEBI Listing

Regulations, one meeting of Independent Directors was held during the year i.e. on March 30, 2023 without the attendance of Executive Directors and members of Management.

AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

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

Subject to the approval of the members of the Company, the Audit Committee and the Board of Directors during their respective meetings held on August 07, 2023 have considered and recommended the appointment of Walker Chandiok & Co LLP (Firm Registration Number:001076N/ N500013) as the Statutory Auditors of the Company, to hold office from the conclusion of the fifteenth Annual General Meeting until the conclusion of the twentieth Annual General Meeting of the Company to be held in the year 2028.

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

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 read with section 134(3) of the Companies Act, 2013 and rules made thereunder, the Board has appointed Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates (CP No. 8271) Company Secretaries, to undertake Secretarial Audit of the company for the FY2022-23. The Secretarial Audit Report for the year 2022-23 as issued by him in the prescribed form MR-3 is annexed to this Report as Annexure IA. Further, pursuant to amendments under SEBI Listing Regulations and SEBI circular dated 8 February 2019, a report on secretarial compliance as required under

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

The material unlisted subsidiary of the Company namely, Policybazaar Insurance Brokers Private Limited and Paisabazaar Marketing and Consulting Private Limited have also undergone Secretarial Audit for the FY 2022-23 and the Secretarial Audit Reports as issued by Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates in the prescribed form MR-3 are annexed to this Report as an Annexure IB and Annexure 1C respectively.

INTERNAL AUDITORS

The Company has appointed KPMG Assurance and Consulting Services LLP (KPMG) as an Independent Internal Auditors under Section 138(1) of the Act for the FY 2022- 23. Internal Audit is governed by the Internal Audit Charter approved by the Audit Committee and outcome of Internal Audits are submitted and presented in the Audit Committee meeting periodically.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

MAI NTAI NANCE OF COST RECORDS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting ("the Committee") to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report, the Committee recommended that Business Responsibility Report "BRR" be rechristened Business Responsibility and Sustainability Report "BRSR", where disclosures are based on ESG parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting.

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

DIRECTORS AND OFFICERS INSURANCE (‘D AND O INSURANCE)

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

INVESTOR RELATIONS

As per the Circular No. CIR/OIAE/2/2011 dated June 03, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI Complaint Redress System (SCORES). As a part of compliance, the Company has constituted Stakeholders Relationship Committee (SRC) to redress investors related issues. The SRC comprised of four Members namely Ms. Kitty Agarwal, Chairperson, Mr. Alok Bansal, Member, Ms. Lilian Jessie Paul, Member and Mr. Nilesh Bhaskar Sathe, Member. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report. Mr. Bhasker Joshi, company secretary is the Compliance Officer of the company.

CORPORATE GOVERNANCE REPORT

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

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI Listing Regulations, forms part of this Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate from Mr. Dhananjay Shukla, proprietor of M/s Dhananjay Shukla & Associates (C. P. No.: 8271), Company Secretaries in respect of compliance with the conditions of Corporate Governance as stipulated under

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

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Return in form MGT-7 for FY 2022-23 will be available at the official website of the Company https://www.pbfintech.in/ investor-relations/.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions entered during the financial year under review were approved by the audit committee and the board, from time to time and the same are disclosed in the notes forming part of the financial statements provided in this Annual Report. The attention of the Members is drawn to Note No 28 & 29 of the standalone financial statements which set out related party disclosures. During the year under review, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material.

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

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

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015, (amended from time to time) your Company has adopted the code of conduct to regulate, monitor & report insider trading activities and Code of practice and procedure for fair disclosure of unpublished price sensitive information. The Code of practice and procedure for fair disclosure of unpublished price sensitive information is in compliance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations,2015 and also available on website of the Company at https://www.pbfintech.in/investor-relations/

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

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

RISK MANAGEMENT POLICY

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

DIVIDEND DISTRIBUTION POLICY

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014, as amended, Pursuant to Section 135 of the Companies Act, 2013 and rules made thereunder read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years calculated as per Section198 of the Companies Act, 2013 on the activities and programs fulfilling its Corporate Social Responsibilities. As the Companys average net profit of the last three consecutive years (i.e 2019-20, 2020-21 and 2021-22) is negative it is not required to spend any amount on CSR activities during the FY 2022-23. The CSR Policy of the Company can be viewed at https://www.pbfintech.in/investor-relations/.

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

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

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

PARTICULARS OF EMPLOYEES

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

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

Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed a Policy on Prevention of Sexual Harassment of Women at

Workplace. Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any action, which may fall under the ambit of sexual harassment at workplace.

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

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

EMPLOYEE STOCK OPTION PLAN

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

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

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

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

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

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

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

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

S. No Particulars	ESOP 2014	ESOP 2020	ESOP 2021
Opening balance as on 01st April 2022	153,500	1,01,61,240	1,60,75,156
1. Number of Options granted during the year	-	-	14,58,364
2. Exercise price or Pricing formula	Rs2/-	m-	Rs2/-
3. Number of Options vested and exercisable as at March 31,2023		137,624	140,700
4. Number of Options exercised during the year	153,500	64,92,762	616,543
5. Total number of shares arising out of exercise of Options during the year	Note 1	Note 1	NA
6. Number of Options lapsed (includes forfeited and lapsed options) during the year	-	99,314	419,603
7. Variation in the terms of the Options	NA	No	Note 2
8. Money realized by exercise of Options	Note -2	Note -2	12,33,086
9. Total number of Options in force as on 31 st March 2023	-	35,69,164	1,64,97,374
10. Employee wise details of options granted to:
(i)KMP
(ii)any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year
(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant
11 Any material change to the scheme and whether such scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014	NA	NA	NA

Note-1: There is no shares arising out of exercise under ESOP 2014 and ESOP 2020 scheme as these schemes are managed through a Trust.

Note-2: The exercise of options under ESOP 2014 and ESOP 2020 schemes does not realise any money as these schemes are managed through a Trust.

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

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of

conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(A) Conservation of energy:

i. Steps taken / impact on conservation of energy;

Considering the nature of the business in which the Company is engaged, operation of the Company is not energy-intensive, however the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption. To affirm its commitment to Companys ESG Vision and to proactively reduce its carbon footprint, some of the significant measures undertaken by the Company on

a continuous basis including during the year, are listed below:

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

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

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

Usage of energy efficient illumination fixtures.

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

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

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

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

iii. Capital investment on energy conservation Equipment

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

(B) Technology absorption:

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

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

(C) Foreign Exchange earnings and outgo:

The Foreign Exchange outgo during the year under review in terms of actual outflows was INR1,50,68,686/-

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b. the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit/(loss) of the Company for that year;

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

PB Fintech Limited

Sd /-

Yashish Dahiya

Chairman, Executive Director & CEO

DIN: 00706336

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

Date: August 26, 2023

Place: Gurugram