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
Auditor's 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 India's online landscape for
insurance and credit products. Both the platforms are India's
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 company's 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 life's
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 India's 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 India's 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 India's 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 India's
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 region's
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:

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 ? 15,344 lakhs in FY25 compared to
? 11,029 lakhs in FY24.

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

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

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

Net Profit after tax (PAT) from ordinary activities: ? 1,347
lakhs in FY25, as against ?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 ?4,97,721
Lakhs during FY25, a significant increase of 44.78% year-on-
year compared to ?3,43,768 Lakhs in FY24.

Total consolidated income: During FY25 Stood at ?5,38,494
Lakhs marking a 41.03% increase from ?3,81,825 Lakhs for
FY24. Other income contributed ?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 ?50,141 Lakhs, a substantial
rise from ? 19,431 Lakhs in FY24 with an increase of 158%.

Net profit after tax: We reported a net profit of ?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 ?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 COMPANY'S
OPERATIONS IN FUTURE

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

UTILISATION OF IPO PROCEEDS

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

from time to time, for the quarter ended June 30, 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 ?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 ?91,85,14,564 divided into 45,92,57,282 equity shares of
?2/- each.

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

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

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

LISTING OF SHARES

The Company's shares are listed on BSE Ltd. (BSE) &

National Stock Exchange of India Ltd. (NSE) with effect from
November 15, 2021, post its initial public offering (IPO).
Further, trading in Equity Shares was not suspended on
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 Hon'ble 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 Hon'ble NCLT, Chandigarh on September 14, 2023, which
sanctioned the Scheme on August 29, 2025. The uploaded
copy of the said order passed by the Hon'ble 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 Company's 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 Company's policy on material subsidiaries is also
available on the website at

https://www.pbfintech.in/pdf/Policy-for-Determining-

Material-Subsidiaries.pdf?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 Personnel's,
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:

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:

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 shareholder's 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 SEBI's 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
Board's 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 Auditor's 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 Auditor's 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 Company's website at https://www.
pbfintech.in/pdf/policy-on-related-party-transactions-and-its-
materiality-PB-Fintech.pdf?v=2

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Particulars of loans, guarantees or investments covered
under Section 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 Company's
various business and operational risks, through strategic
actions. Risk management is embedded in critical business
activities, functions and processes. It also provides control
measures for risk and future action plans. The copy of the
risk management policy is available at
https://www. pbfintech.in/pdf/PB-Fintech-Risk-
Management-Policy. pdf.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The vigil mechanism as envisaged in the Companies Act,

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

https://www.pbfintech.in/pdf/whistle-blower-policy-

pbfintech.pdf.

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

DIVIDEND DISTRIBUTION POLICY

Your Company's policy on Dividend Distribution is available
at the website of the Company at

https://www.pbfintech.in/pdf/Dividend-Distribution-Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility
Committee in accordance with the provisions of Companies
Act, 2013. As on 31.03.2025, 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:

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 Company's 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 Company's ESOP 2020 relates are held
by the Trustees on behalf of Etechaces Employees Stock
Option Plan Trust. The individual employees do not have any
claim against the shares held by the said ESOP Trust unless
they are transferred to their respective 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
Company's Employee Stock Option Schemes in line with
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 will be made available for inspection in
electronic mode during the Annual General Meeting.

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

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016

No application or any proceeding has been filed against the
Company under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) ("IBC Code") during the financial year 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 air¬
conditioning 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 Company's
growth.

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

Sd/-

Yashish Dahiya

Chairman, Executive Director & CEO
DIN:00706336

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

Date: September 01, 2025
Place: Gurugram