PB Fintech Ltd Directors Report

Directors Report

Dear Member(s),

Your Directors takes pleasure in presenting the Seventeenth (17th) Annual Report covering the highlights of the finances, business and operations of the PB Fintech Limited ("the Company"). Also included herein are the Audited Financial Statements (standalone & consolidated) prepared in compliance with Ind AS Accounting Standards and the Auditors Report thereon for the financial year ended March 31,2025.

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

With its flagship brands, Policybazaar and Paisabazaar, PB Fintech has revolutionized Indias online landscape for insurance and credit products. Both the platforms are Indias largest online marketplaces in their respective domains and are promoting financial inclusion by improving financial literacy, therefore contributing to the social welfare & economic growth of the nation. The companys new initiatives, PB Partners, PB for Business and Policybazaar. ae are also continuing to strengthen their position and economics.

Policybazaar is a dedicated insurance marketplace committed to empowering the Indian middle-class families protect themselves against the financial impact of the lifes uncertainties - 3Ds (Death, Disease & Damage). While we focus on protection products, we are a one-stop solution for all insurance needs - we offer motor insurance, travel insurance, savings solutions and a host of other insurance products as well. We provide comprehensive insurance solutions to retail customers and assist our customers in product discovery, seamless purchase experiences, policy management support, and claims assistance. Furthering our approach of deepening our value propositions, we are now setting up our reinsurance brokerage arm to provide solutions which leverage the differential claims experience of the online business, thereby offering more efficient products to our consumers.

Paisabazaar as the largest pure play marketplace in the country, has an objective to continue to meet Indias credit needs while promoting financial inclusion. Our credit aggregation platform serves more than 4.3 Cr consumers from over 820 cities & towns across India, representing over 15% of Indias active credit score consumers. We provide credit solutions from over 65+ partners to diverse consumer segments - SMEs, Super-Prime & Prime Salaried, Sub- Prime, and New-to-Credit- helping promote financial inclusivity. Our key focus areas for long-term growth include continuing to build a consumer-focused, transparent & unbiased platform, build & scale Secured Lending product portfolio, cover market gaps through our co-created strategy & build a healthier business and scale Indias largest credit awareness initiative.

PB Partners is a platform for independent sellers of insurance. It is based on a B2A2C (Business to Agent to Consumer) approach. Our PaaS (Platform-as-a-Service) offering provides insurance agents with a single app to sell a diverse range of products from multiple suppliers, enhancing their sales experience. PB Partners thrives on the strength of our collaborations. Our dedicated partners are the driving force behind our mission to revolutionize Indias insurance industry. By leveraging advanced technology, our partners play a crucial role in reaching underserved and remote areas, bringing essential coverage to those who need it most. Together, we work to open new markets, connect with diverse demographics, and provide personalized solutions. Our commitment to innovation and excellence helps streamline processes, reduce paperwork, and enhance claims settlement.

PB for Business, In the last few years, we extended our reach from retail consumers to corporates & SMEs as well under the brand "PB for Business" which caters to companies across the segments starting from start-ups, small & medium enterprises to large corporate businesses for their insurance needs - for a robust safety net, ensuring unparalleled protection and peace of mind. Our client-centric and consultative approach guarantees that clients receive customized advice and integrated solutions from a single source. This holistic service model not only simplifies the insurance process but also strengthens financial security. We offer products which include both employee benefits as well as non-employee benefits.

Policybazaar.ae is a transformative force in the regions insurance landscape. With the UAE insurance market presenting a significant and expanding opportunity, we have emerged as the largest digital distributor of Health Insurance, and the largest distributor of Motor Insurance, solidifying our market leadership. We work with more than 44 insurance partners and 13 banks to provide an unbiased advisory and unique products to our consumers.

Highlights of Financial Performance

A brief overview on Standalone and Consolidated Financial Performance for the Financial Year (FY) ended March 31, 2025 is as follows:

			(Amount in Lakhs)
S. No. Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
1 Revenue from operations	15,344	11,029	4,97,721	3,43,768
2 Add: Other income	25,849	25,211	40,773	38,057
3 Total income (1 +2)	41,193	36,240	5,38,494	3,81,825
Expenditure
a. Employee benefit expense	16,917	23,839	1,95,867	1,64,412
b. Depreciation and amortization expense	328	305	12,127	8,872
c. Advertising and promotion expense	22,323	6,282	1,09,013	89,901
d. Network and internet expenses	526	459	13,905	11,478
e. Other expense	1,013	841	1,69,568	96,603
4 Total expenditure	41,107	31,726	5,00,480	3,71,266
5 EBITDA (3-4+3b)	414	4,819	50,141	19,431
6 Finance costs	28	62	3,383	2,646
7 Profit/(loss) before Tax and exceptional item (3-4-6)	58	4,452	34,631	7,913
8 Exceptional items- (gain)/loss	(1,438)	27	(4,105)	-
9 Share of profit/loss of associates	-	-	26	-202
10 Net Profit/(Loss) before tax (7-8-9)	1,496	4,425	38,762	7,711
11 Tax expense	149	806	3,446	1,270
12 Net Profit/(Loss) after tax (10-11)	1,347	3,619	35,316	6,441
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations	-	-	(25)	(11)
Changes in the fair value of debt instruments at FVOCI [gain/(loss)]	-	-	(2)	(7)
Items that will not be reclassified to profit or loss
Share of other comprehensive income/(loss) of associate	-	-		-
Remeasurement of post employment benefit obligations [Gain/ (Loss)]	(77)	(49)	(705)	(317)
Income Tax relating to Items that will not be reclassified to profit and loss	-	-		-
Total other comprehensive income/(loss) for the year, net of tax	(77)	(49)	(732)	(335)
Total comprehensive income/(loss) for the year	1,270	3,570	34,584	6,106

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

Standalone Financial Statements

The annual audited standalone financial statements for the financial year ended March 31, 2025 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) and other recognized accounting practices and policies to the extent applicable.

Key financial highlights for FY25, on a standalone basis, include: Revenue from Operation:

Increased by 39.12% year on year basis, reaching Rs. 15,344 lakhs in FY25 compared to Rs. 11,029 lakhs in FY24.

Total Income: Stood at Rs.41,193 Lakhs in FY25, a 13.67% increase from Rs.36,240 Lakhs for FY24. The other income contributed Rs.25,849 Lakhs to the total income for FY25.

Total Expenses: Stood at Rs.41,107 Lakhs in FY25, an increase of 29.57% from Rs.31,726 Lakhs in FY24.

EBITDA: Decreased by 91.41% over FY24, standing at Rs.414 lakhs in FY25 compared to Rs.4,819 lakhs in FY24.

Net Profit after tax (PAT) from ordinary activities: Rs. 1,347 lakhs in FY25, as against Rs.3,619 lakhs in FY24, representing a decrease of 62.78%

Total Comprehensive Income: This is reported at Rs. 1,270 Lakhs in FY25 compared to total Comprehensive Income of Rs. 3,570 Lakhs in FY24 representing an decrease of 64.42%.

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.

Key financial highlights for FY25, on a consolidated basis, include:

Revenue from operations:, we achieved revenue of Rs.4,97,721 Lakhs during FY25, a significant increase of 44.78% year-on- year compared to Rs.3,43,768 Lakhs in FY24.

Total consolidated income: During FY25 Stood at Rs.5,38,494 Lakhs marking a 41.03% increase from Rs.3,81,825 Lakhs for FY24. Other income contributed Rs.40,773 Lakhs to the total income for FY25.

Total Expenses: Stood at Rs. 5,00,480 Lakhs in FY25, an increase of 34.80% from Rs. 3,71,266 Lakhs in FY24.

EBITDA:, Our EBITDA reached Rs.50,141 Lakhs, a substantial rise from Rs. 19,431 Lakhs in FY24 with an increase of 158%.

Net profit after tax: We reported a net profit of Rs.35,316 Lakhs in FY25, a considerable improvement from ^ 6,441 Lakhs in the FY24 representing an increase of 448.30%.

Total Comprehensive Income: This is reported at Rs.34,584 Lakhs in FY25 compared to total Comprehensive Income of ^6,106 Lakhs in FY24 representing an increase of 466%.

DIVIDEND

The Directors wish to invest the profits back into the Company for further growth and expansion and therefore did not recommend any Equity dividend for the FY 2024-25. Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.pbfintech.in/pdf/Dividend- Distribution-Policy.pdf TRANSFER TO RESERVES

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

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

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

UTILISATION OF IPO PROCEEDS

During the year under review, the IPO proceeds were utilized as per the objects stated in the prospectus of the Company and pursuant to Regulation 32 of the SEBI Listing Regulations. There were no instances of deviation(s) or variation(s) in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated November 8, 2021, in respect of the Initial Public Offering of the Company. The Company has obtained Monitoring Agency Reports from ICICI Bank Limited ("Monitoring Agency") in terms of Regulation 41 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended from time to time, for the quarter ended June 30, 2024, September 30, 2024, December 31, 2024 and March 31, 2025 to monitor the utilization of IPO proceeds.

However, during the year under review, the shareholders of the Company, by way of special resolution has approved alteration in the objects of Initial Public Offer ("IPO") for which the amount was raised and extended the time limits for the utilization of funds raised in the IPO till March 31, 2026. The postal ballot results were uploaded on Stock Exchanges on March 16, 2025.

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

SHARE CAPITAL

During the year under review, your Company has issued and allotted 80,53,818 equity shares (48,30,740) equity shares on May 31, 2024; 75,760 equity shares on September 04, 2024; 27,85,962 equity shares on November 15, 2024; 3,24,906 equity shares on December 11, 2024 and 36,450 equity shares on January 08, 2025) at an issue price of Rs.2/- each to eligible employees who have exercised stock options under PB Fintech Employees Stock Option Plan 2021. Pursuant to the above allotment, the issued & paid up share capital of the Company increased to & stood, as on March 31, 2025, at Rs.91,85,14,564 divided into 45,92,57,282 equity shares of Rs.2/- each.

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

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

Your Company has not issued shares with differential voting rights and sweat equity shares during the FY 2024-25.

LISTING OF SHARES

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). Further, trading in Equity Shares was not suspended on either Stock Exchange during the FY 2024-25.

The annual listing fees for FY 2024-25 to BSE and NSE have been duly paid.

DEPOSITS

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

DOWNSTREAM INVESTMENT

At the beginning of the FY 2024-25, the Company is a Foreign Owned or controlled entity ("FOCC"). However, the foreign shareholding reduced to 49.61% w.e.f. January 03, 2025 and the Company ceased to be an FOCC and qualifies to be an Indian-Owned-and-Controlled Company (IOCC) under applicable Indian foreign exchange regulations. As on 31st March, 2025, the domestic (Indian) shareholding in our Company stood at 52.31% of the share capital. Accordingly, the provisions of the FEMA read with the NDI Rules are not applicable on the Company.

UPDATE ON SCHEME OF AMALGAMATION

The Board of Directors of the Company and Makesense Technologies Limited ("Makesense" or "Transferor Company"), at their respective meetings held on April 26, 2022, approved the Scheme of Amalgamation of Makesense Technologies Limited with PB Fintech Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme").

The Scheme was filed with BSE Limited and National Stock Exchange of India Limited (collectively referred to as "Stock Exchanges"), which issued "no adverse observations" on January 6, 2023. Pursuant to the Order of Honble NCLT, Chandigarh dated July 5, 2023, the meetings of the equity shareholders and the unsecured creditors were held on September 2, 2023, where the Scheme was approved with requisite majority. The joint petition was subsequently filed with Honble NCLT, Chandigarh on September 14, 2023, which sanctioned the Scheme on August 29, 2025. The uploaded copy of the said order passed by the Honble NCLT has been received and is available on the website of the Company. The certified copy of the order is awaited.

Pursuant to the Scheme, the Company will issue equity shares to the shareholders of Makesense in the same proportion as Makesense holds in the Company. Accordingly, there will be no change in the Companys shareholding pattern or the economic interest of its shareholders.

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 31,2025, the Company has fifteen (15) subsidiaries and one (1) associate company 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.

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

• Paisabazaar Middle East Marketing LLC was incorporated as a step down subsidiary in Dubai, UAE

• PB Healthcare Services Private Limited ("PB Healthcare") ceased to be a subsidiary of the Company and became an Associate of the Company.

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

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

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

Further, the Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the Members seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any Member at the Corporate Office of the Company. Further, the annual accounts for the FY 2024-25 of all the subsidiary companies are available on the website of the Company at https:// www.pbfintech.in/ investor-relations/.

Your Companys policy on material subsidiaries is also available on the website at https://www.pbfintech.in/pdf/Policy-for-Determining-Material-Subsidiaries.pdf Rs.v=3

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of Directors of your Company comprised of nine Directors, viz., three Executive Directors, one Non-Executive Non-Independent Director, and five Independent Directors. Out of nine there are 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 the financial year under review is given below:

1. Composition:

The composition of the Board as on March 31, 2025:

Name of Directors	Position & Category	DIN
Mr. Yashish Dahiya	Chairman, Executive Director & Chief Executive Officer	00706336
Mr. Alok Bansal	Executive Vice Chairman & Whole Time Director	01653526
Mr. Sarbvir Singh	Executive Director & Joint Group Chief Executive Officer	00509959
Mr. Kaushik Dutta	Non-Executive, Independent Director	03328890
Mrs. Veena Vikas Mankar	Non-Executive, Independent Director	00004168
Mr. Nilesh Bhaskar Sathe	Non-Executive, Independent Director	02372576
Ms. Lilian Jessie Paul	Non-Executive, Independent Director	02864506
Ms. Kitty Agarwal	Non-Executive, Non-Independent Director	07624308
Mr. Dhruv Shringi	Non-Executive, Independent Director	00334986

Key Managerial Personnel as on March 31,2025:

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

2. Induction, Re-appointment and Resignation

During the year under review, Mr. Dhruv Shringi (DIN:00334986) was appointed as an Additional Director in the capacity of Non-Executive Independent Director w.e.f August 06, 2024 based on the recommendation of Nomination and Remuneration Committee and his appointment for a period of five years was subsequently approved by the Shareholders of the Company in the 16th Annual General Meeting (AGM) held on September 27, 2024.

During the year under review, Mr. Alok Bansal (DIN:01653526), Director, liable to retire by rotation was re-appointed by the shareholders in the 16th AGM held on September 27, 2024.

Further, during the financial year under review, Mr. Gopalan Srinivasan (DIN: 01876234), Non-Executive Independent Director had resigned from the Board w.e.f. September 24, 2024, pursuant to his appointment as Managing Director and CEO of Galaxy Health Insurance Company Limited as stated in his resignation letter.

3. Directors liable to retire by rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Yashish Dahiya (DIN: 00706336) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Yashish Dahiya (DIN: 00706336) as Director for shareholders approval at the 17th AGM.

A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the SEBI Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be reappointed is annexed to the Notice convening the 17th AGM.

DECLARATION BY INDEPENDENT DIRECTORS

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

MEETING OF BOARD OF DIRECTORS

The Board met Nine (09) times during the year under review on April 30, 2024, May 07, 2024, August 06, 2024, August 14, 2024, November 05, 2024, December 16, 2024, January 30, 2025, February 27, 2025 and March 11, 2025. The details of attendance of meeting of the Board of Directors held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report.

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

BOARD COMMITTEES

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

As on March 31, 2025, the Board has six (6) Committees, namely, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Business Responsibility and Sustainability Reporting Committee.

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The objective of the program is to familiarize Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which includes interaction with subject matter experts within the Company, meetings with our business leads and functional heads on a regular basis. The details of the familiarization programme have been provided under the Corporate Governance Report, which forms part of this Annual Report and also available on the website of the company at the weblink: https://www.pbfintech.in/pdf/ pbfintech-ltd-details-of-familirization-programme-new.pdf BOARD EVALUATION

The Nomination and Remuneration Committee of the Company has reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBIs Guidance Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Boards composition and accountability, their role in setting strategies, the effectiveness of the Board Committees and the performance of each individual Director and the Chairman. During the year under review, the questionnaire was circulated to all the Board Members of the Company in a transparent and confidential manner and based on their responses, a detailed report was presented to the Board on an anonymous basis.

The detailed information on the manner in which a formal annual evaluation for the financial year 2024-25 has been made by the Board of its own performance and that of its Committees, Chairperson and Individual directors is given in the Corporate Governance Report, which forms a part of the Annual Report.

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and the SEBI Listing Regulations, one meeting of Independent Directors was held during the year i.e. on March 17, 2025 without the attendance of Executive Directors and members of Management.

AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

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

The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Reports on the Standalone and the Consolidated Financial Statements for the financial year ended March 31,2025 does not contain any qualification, reservation or adverse remark requiring any explanations/comments by the Board of Directors.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 read with section 134(3) of the Companies Act, 2013 and rules made thereunder, the Board has appointed Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates (CP No. 8271) Company Secretaries, to undertake Secretarial Audit of the company for the FY 2024-25. The Secretarial Audit Report for the year 2024-25 as issued by him in the prescribed form MR-3 is annexed to this Report as Annexure IA. Further, pursuant to amendments under SEBI Listing Regulations and SEBI circular dated 8 February 2019, a report on secretarial compliance as required under Regulation 24A has been submitted to the stock exchanges as obtained from M/s Dhananjay Shukla & Associates for FY 2024-25. The Audit Report did not contain any qualification, reservation or adverse comments requiring reply/ explanation by the Board of Directors except the below remarks:

The Secretarial Auditor in his report mentioned that during the FY 2024-25, the Securities and Exchange Board of India ("SEBI") issued a Show Cause Notice (SCN) to Mr. Yashish Dahiya in his capacity as Chairman and CEO of PB Fintech Limited under SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 read with Sections 15-I and 15HB of the SEBI Act, 1992, it pertains to investment of USD 2 Million by PB Fintech FZ- LLC, Dubai on November 17, 2022 for 26.72% stake in YKNP Marketing Management (an unrelated party) which was not considered Unpublished Price Sensitive Information (UPSI) due to non-material value of the transaction. Further, Mr. Yashish Dahiya in his capacity as Chairman & CEO of PB Fintech Limited applied for settlement application to SEBI and SEBI has issued a settlement order No. SO/AK/2024- 25/8014 dated March 04, 2025. The applicant has paid the settlement amount of Rs. 9,42,500/-

However, subsequent to financial year ended March 31, 2025, the Board of Directors in their meeting held on July 31, 2025, on the recommendation of the Audit Committee, have approved the appointment of M/s Dhananjay Shukla & Associates, Company Secretaries (Unique Code: P2025HR323300 & Peer Review Certificate No: 2057/2022), as the Secretarial Auditor of the Company for conducting secretarial audit for a term of 5 (five) financial years commencing from FY 2025-26 to FY 2029-30 subject to the approval of members in the ensuing Annual General Meeting. 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 2024-25 and the Secretarial Audit Reports as issued by Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates in the prescribed form MR-3 are annexed to this Report as an Annexure IB and Annexure IC respectively.

INTERNAL AUDITORS

The Company has appointed KPMG Assurance and Consulting Services LLP (KPMG) as an Independent Internal Auditors under Section 138(1) of the Act for the FY 2024-25. Internal Audit is governed by the Internal Audit Charter approved by the Audit Committee and outcome of Internal Audits are submitted and presented in the Audit Committee meeting half yearly.

However, subsequent to financial year ended March 31, 2025, the Board of Directors in their meeting held on May 15, 2025, on the recommendation of the Audit Committee, have approved the appointment of Forvis Mazars LLP as Internal Auditor of the Company for a period of three financial years commencing from FY 2025-26 to FY 2027-28 subject to annual review by the Audit Committee, on completion of the term of existing Internal Auditor KPMG Assurance and Consulting Services LLP.

FRAUDS REPORTED BY AUDITOR

The Auditors have not reported any fraud Under Section 143(12) of the Companies Act, 2013 and Rules made there under.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

MAINTENANCE OF COST RECORDS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DIRECTORS AND OFFICERS INSURANCE (D AND O INSURANCE)

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

INVESTOR RELATIONS

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.

CORPORATE GOVERNANCE REPORT

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

CERTIFICATE ON CORPORATE GOVERNANCE

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

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Return in form MGT-7 for FY 2024-25 will be available at the official website of the Company https://www.pbfintech.in/investor-relations/.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Particulars of loans, guarantees or investments covered under Section of 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations as at the end of the Financial Year 2024-25 are provided in the notes forming part of the financial statements provided in this Annual Report. All the loans, guarantees and investments made are in compliance with the provisions of Section 186 of Companies Act, 2013 and rules made thereunder.

CODE FOR PREVENTION OF INSIDER TRADING

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

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel have been formulated by Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The policy on Nomination and Remuneration is available at the website at https://www.pbfintech.in/pdf/PB-Fintech- Nomination-Remuneration-Policy.pdf.

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

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy in accordance with the provisions of Regulation 21 of SEBI Listing Regulations, which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The Company has also constituted a Risk Management Committee in accordance with SEBI Listing Regulations, 2015 and the details of which, including terms of reference, have been mentioned in Corporate Governance Report forming part of 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/pdf/PB-Fintech-Risk- Management-Policy. pdf.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The vigil mechanism as envisaged in the Companies Act,

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

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

DIVIDEND DISTRIBUTION POLICY

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in accordance with the provisions of Companies Act, 2013. As on 31.03.2025, the CSR Committee consist of three directors including one Independent director. 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 from time to time, and read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years calculated as per Section 198 of the Companies Act, 2013 on the activities and programs fulfilling its Corporate Social Responsibilities.

As per profit calculated under section 198 of the Companies Act 2013, it is not mandatorily required to spend any amount on CSR activities during the FY 2024-25.

The CSR Policy of the Company can be viewed at https:// www.pbfintech.in/pdf/PB-Fintech-Corporate-Social- Responsibility-Policy.pdf

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

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

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

PARTICULARS OF EMPLOYEES

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

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

Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed a Policy on Prevention of Sexual Harassment of Women at Workplace. Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any action, which may fall under the ambit of sexual harassment at workplace. Through continuous awareness initiatives and training, we reinforce our zero- tolerance stance and commitment to a safe workplace for all.

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") to address and resolve complaints effectively

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

DISCLOSURE UNDER MATERNITY BENEFITS ACT, 1961

Your Company complies with the provisions of the Maternity Benefits Act, 1961, ensuring eligible women members receive their statutory entitlements, including up to 182 days of fully paid maternity leave and additional provisions in cases of medical complications or pregnancy loss. These benefits reflect our commitment to creating a compliant, inclusive, and supportive workplace that prioritizes the health and well-being of expecting and new mothers.

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, 2020 ("ESOP 2020"), PB Fintech Employees Stock Option Plan, 2021 ("ESOP 2021") and PB Fintech Limited Employees Stock Option Scheme - 2024 ("ESOP 2024")

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

Under ESOP 2021, the aggregate pool of options available for grant is 2,05,61,725 Options, out of which 1,89,15,576 options have been granted to the Founders and eligible employees. The net pool of options available for grant as at March 31, 2025 is 27,59,354 options.

Under ESOP 2024, the aggregate pool of options available for grant is 1,14,00,000 Options, out of which 35,47,983 options have been granted to the Founders and eligible employees. The net pool of options available for grant as at March 31, 2025 is 79,09,534 options.

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

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

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

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code") during the financial year 2024-25.

THE DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any one time settlement, therefore, the same is not applicable.

REVISION OF FINANCIAL STATEMENTS AND BOARD REPORT

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

1. Conservation of energy:

• Steps taken/impact on conservation of energy; While our business operations are not inherently energy-intensive, we are committed to reducing our energy consumption as a responsible corporate citizen. To uphold our ESG Vision and proactively reduce our carbon footprint, we have continuously implemented several significant measures throughout the year, including:

Rationalizing electricity and electrical equipment usage: This includes optimizing the use of our airconditioning system, office illumination, beverage dispensers, and desktops.

Installing LED lights across all floors: These lights emit almost no heat or UV emissions, contributing to a more energy-efficient environment.

Regularly monitoring and controlling our air conditioning system: We ensure optimal temperatures within our buildings to reduce unnecessary energy consumption.

Utilizing energy-efficient illumination fixtures: This further enhances our efforts to minimize energy usage for lighting.

Implementing VRV/VRF air-conditioned systems: These are second-generation energy-efficient products that significantly improve our cooling efficiency.

Sourcing 5-star rated electrical appliances: All electrical appliances procured for the office are rated for higher energy efficiency.

We believe these ongoing efforts demonstrate our commitment to sustainability and a greener future.

• 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.

• 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.

2. Technology absorption:

The Company operates in a dynamic information technology space, and we have a sizeable team of information technology experts who continuously evaluate technology developments to keep the organization updated.

This commitment allows us to serve our users in innovative ways, providing them satisfaction and convenience.

3. Foreign Exchange earnings and outgo:

The Foreign Exchange outgo during the year under review in terms of actual outflows was INR 1,87,70,415/- and there was no foreign earning during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that year;

3. 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;

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

5. 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;

6. 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,
Date: September 01, 2025	Gurugram-122001, Haryana
Place: Gurugram