Highlights of Financial Performance

A brief overview on Standalone and Consolidated Financial Performance for the Financial Year (‘FY') ended March 31,2026 is as follows:

Your Directors takes pleasure in presenting the Eighteenth (18th)
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 31,2026.

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 leading online
marketplaces in their respective domains. The brands help
Indian middle-class households secure social security. Beyond
the market leadership, they serve as catalysts for advancing
financial inclusion across India by fostering greater financial
literacy and awareness. This commitment forms a cornerstone
of PB Fintech's social mission, contributing significantly to the
broader goals of social welfare and economic development. By
bridging gaps in access to financial products and services, PB
Fintech fosters greater economic participation and resilience
among diverse segments of the population. We have also
ventured into reinsurance brokerage, payment aggregation &
account aggregation businesses. The company's initiatives, PB
Partners, PB for Business and Policybazaar.ae are also continuing
to strengthen their position and economics. Collectively, these
expansions into adjacent areas complement our core offerings by
enriching the value we deliver, driving innovation, and enhancing
customer satisfaction.

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). Registered as a Composite Broker with
IRDAI, we are a one-stop solution for all insurance needs. We
provide comprehensive insurance solutions to customers and
assist our customers in product discovery, seamless purchase
experiences, policy management support and claims assistance
and risk management solutions. The Company also supports
insurers across the reinsurance placement lifecycle, including risk
assessment, program structuring, market placement, negotiation
and renewal planning. We have also commenced business
operations in our Insurance Intermediary office in Gift city post
receipt of approval from IFSCA on 15th April 2025.

Paisabazaar is a leading digital marketplace for financial products,
offering consumers seamless access to compare and avail

credit, investment, savings, and payment solutions through its
website and mobile app. Leveraging its AI-powered technology
platform and partnerships with banks, NBFCs and other financial
institutions, the Company provides personalised recommendations
and end-to-end digital fulfilment. Since 2017, Paisabazaar has
partnered with all four credit bureaus to drive credit awareness
by providing free credit scores and credit improvement services,
benefiting over 58 million consumers across 850 cities and towns
by FY 2025-26. FY26 marked an important milestone in this
journey with the launch of Bonds and Fixed Deposits, expanding
the platform beyond credit to enable consumers to borrow, save,
and invest within a trusted ecosystem. The Company follows the
RBI's Digital Lending Guidelines, maintains a robust grievance
redressal mechanism, is ISO/IEC 27001:2022 certified.

PB Partners is an enablement platform for over 450K independent
insurance sellers. It is based on a B2A2C (Business to Agent
to Consumer) approach. 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 is a comprehensive platform for corporates &
SMEs for their insurance needs. The platform helps businesses
mitigate risks, safeguard employee well-being, and drive long-term
resilience through smarter insurance solutions. We offer products
that include both employee benefits as well as non-employee
benefits, and we have covered over 50k large corporates & SMEs.
Our platform delivers real-time quote visibility, seamless insurer
comparison, and enhanced sales efficiency through streamlined
digital journeys. Serving startups, SMEs, and large corporates, the
platform provides customized advice and integrated solutions from
a single source.

Policybazaar.ae has emerged as the leading digital distributor in
the UAE, solidifying our market leadership. We have developed
innovative solutions that directly address the unique needs of Non¬
Resident Indians (NRIs) and cross-border residents. Partnerships
with leading regional insurers & lenders have strengthened
our credibility and broadened our portfolio, making us a trusted
marketplace for customers seeking value and choice. We work
with over 35 insurance partners and 10 lenders to provide
unbiased advisory and unique products to our consumers.

Net Profit after tax (PAT) from ordinary activities:

?4,144 lakhs in FY26, as against ?1,253 lakhs in FY25,
representing an increase of 230.73%

Total Comprehensive Income: This is reported at Rs.
4,193 lakhs in FY26 compared to total comprehensive
income of Rs. 1,176 lakhs in FY25 representing an
increase of 256.55%.

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 FY26, on a consolidated
basis, include:

Revenue from operations: we achieved revenue of
?6,79,402 Lakhs during FY26, an increase of 36.50%
year-on-year compared to ?4,97,721 Lakhs in FY25.

Total consolidated income: During FY26 Stood at
?7,16,645 Lakhs marking a 33.08% increase from
?5,38,502 Lakhs for FY25. Other income contributed
?37,243 Lakhs to the total income for FY26.

Total Expenses: Stood at Rs. 6,42,075 lakhs in FY26,
an increase of 28.27% from Rs. 5,00,582 lakhs in FY
25.

EBITDA: Our EBITDA reached ?50,924 Lakhs, a
substantial rise from ?9,266 Lakhs in FY25 with an
increase of 449.58%.

Net profit after tax: We reported a net profit of ?67,013
Lakhs in FY26, a considerable improvement from
?35,222 Lakhs in the FY25 representing an increase of
90.26%.

Total Comprehensive Income: This is reported
at ?68,236 Lakhs in FY26 compared to total
Comprehensive Income of ?34,490 Lakhs in FY25
representing an increase of 97.84%.

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 2025-26. Pursuant to Regulation 43A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI 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. However, there
was a change in the nature of business/name of the
following subsidiary Companies:

PB Marketing and Consulting Private Limited

The Company has altered its main objects on
September 11, 2025 to carry on the business of broking
in shares, commodities and currencies and their
derivatives on recognized Exchanges, to engage sub¬
brokers, authorized persons, dealers and franchisees
in connection therewith and to acquire and hold
memberships in any association of bankers, merchant
bankers, insurance companies, brokers, security
dealers or commodity dealers to facilitate the conduct of
company's business.

Further, the Company has acquired the trading
membership of debt segment from National Stock
Exchange of India Limited on March 16, 2026 and
certificate of registration to act as a Stock Broker
in the debt segment(s) vide registration number
INZ000333532 which is valid w.e.f. May 07, 2026.

PB Wheels Private Limited

The Company has altered its Memorandum and
Articles of Association to change its name from Accurex
Marketing and Consulting Private Limited to PB Wheels
Private Limited, with effect from February 26, 2026.

The change in name was undertaken to enhance
brand recall and to better reflect the principal business
activities of the Company.

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

The Company vide its prospectus dated November
08, 2021 made the public issue of 5,82,62,397 equity
shares of face value of Rs. 2 each at an issue price of
Rs. 980 per share (including a share premium of Rs.

978 per share), which was successfully subscribed.

Out of the total proceeds raised, the net IPO proceeds
available for deployment post offer-related expenses
stood at ?36,126.85 million. As of December 31,

2024, the Company had deployed ?27,541.66 million
(76.24%) of total IPO proceeds in line with the initial
allocations set out in the prospectus. To better align
unutilised funds with emerging business opportunities,

shareholders approved a variation in the utilisation of
IPO proceeds via Postal Ballot on March 16, 2025.
Under this approved variation, ?4,235.19 million was re¬
allocated to expand growth initiatives and scale offline
presence (Object 2), bringing its revised total allocation
to ?7,985.19 million. This amount was sourced
from estimated unutilised balances under strategic
investments (Object 3, ^1,735.19 million) and overseas
expansion (Object 4, ?2,500.00 million). In addition,
the deployment schedule for the remaining unutilised
funds—comprising ?4,235.19 million for growth
initiatives, ?3,500.00 million for strategic investments,
and ?309.21 million for international expansion—was
extended to March 31,2026.

As on March 31,2026, the Company has fully utilised
the entire IPO proceeds of ?36,126.85 million in
complete adherence to the revised allocation approved
by shareholders and in accordance with the original
objects of the issue as amended. Periodic quarterly
statements of variation/deviation were regularly
reviewed and approved by the Audit Committee and
Board of Directors, and timely submitted to the stock
exchanges until 100% deployment was achieved.

Share Capital

Paid-up Share Capital

During the year under review, your Company issued
and allotted an aggregate of 34,35,788 equity shares
pursuant to the exercise of stock options by eligible
employees under the PB Fintech Employees Stock
Option Plan, 2021. The allotments comprised 50,082
equity shares on September 10, 2025; 20,72,911 equity
shares on October 16, 2025; 6,11,713 equity shares
on November 07, 2025; 6,82,752 equity shares on
December 06, 2025 at an issue price of ?2/- each and
18,330 equity shares on January 23, 2026 at an issue
price of ?2/- each and ?1447.58/- each, as applicable.

Consequent to the aforesaid allotments,, the issued &
paid up share capital of the Company increased to &
stood at ?92,53,86,140 divided into 46,26,93,070 equity
shares of ?2/- each, as on March 31,2026,.

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

Authorised Share Capital

During the year under review, the authorised
share capital of the Company was increased from
?100,00,00,000/- divided into 49,05,00,000 equity
shares of ?2/- each and 9,50,000 preference shares
of ?20/- each to & stood, as on March 31,2026, at
?1,55,50,00,000 (Rupees One hundred and Fifty Five
crores and Fifty Lakh only) comprising 61,80,00,000
(sixty one crore and eighty lakh) equity shares of ?2/-
(Rupees Two only) each and 31,90,00,000 (thirty one
crores ninety lakh) divided into 9,50,000 (nine lakh fifty
thousand) compulsorily convertible preference shares
of Rs. 20/- (Rupees Twenty only) each and 30,00,000
(thirty lakh) compulsorily convertible preference
shares of Rs. 100/- (Rupees One Hundred only) each,
pursuant to the Scheme of Amalgamation of Makesense
Technologies Limited with PB Fintech Limited, as

approved by the Hon'ble NCLT, Chandigarh Bench,
Chandigarh, vide its order dated August 29, 2025.

During the financial year 2025-26, your Company did
not issue any shares with differential voting rights and
sweat equity shares .

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
2025-26.

The annual listing fees for financial year 2025-26 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

As on March 31,2026, the foreign shareholding in the
Company stood at 41.20% of the total share capital,
while the domestic (Indian) shareholding stood at
58.80%. Accordingly, the Company continues to
qualify as an Indian-Owned-and-Controlled Company
(“IOCC”) under the applicable Indian foreign exchange
regulations. During the financial year 2025-26,
the Company did not undertake any downstream
investment. Consequently, the provisions relating to
downstream investment applicable to Foreign Owned
or Controlled Companies under the Foreign Exchange
Management Act, 1999 (“FEMA”) read with the Foreign
Exchange Management (Non-Debt Instruments) Rules,
2019 (“NDI Rules”) were not applicable to the Company.

Update on Scheme of Amalgamation

The Board of directors of the Company and Makesense
Technologies Limited (“Makesense”) approved the
Scheme of Amalgamation (“Scheme”) of Makesense
with the Company under Sections 230 to 232 of the
Companies Act, 2013 at their respective meetings held
on April 26, 2022.

The Scheme was filed with BSE Limited and National
Stock Exchange of India Limited (“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 certified copy of the Hon'ble

NCLT Order was received on October 09, 2025 and is
available on Company's website.

Pursuant to the Scheme, the Company issued its equity
shares to the shareholders of Makesense in the same
proportion as Makesense's existing shareholding in
the Company. Accordingly, there is no change in the
Company's shareholding pattern or the economic
interest of its shareholders.

Relevant documents related to the scheme can be
viewed at https://www.pbfintech.in/investor-relations/

Details of Subsidiary/Joint Ventures/
Associate Companies

As on March 31,2026, the Company has sixteen
(16) subsidiaries and seven (7) associate companies
within the meaning of Section 2(87) and 2(6) of the
Companies Act, 2013 (“Act”) respectively, out of these,
two are material subsidiaries i.e. Policybazaar Insurance
Brokers Private Limited and Paisabazaar Marketing
and Consulting Private Limited. The required details of
material subsidiaries as per Schedule V of SEBI Listing
Regulations are disclosed in Corporate Governance
Report, which forms a part of the Annual Report.

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
2025-26 of all the subsidiary companies are available

a. Composition:

The composition of the Board as on March 31,2026 :

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

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 31,2026, 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:

b. Induction, Re-appointment and Resignation/
Cessation

Induction

Subsequent to the closure of the financial year
under review, Ms. Jyotsana Vempati Aggarwal (DIN:
07018413) was appointed as a Non-Executive
Independent Director w.e.f. May 11,2026, for a term
of five years, pursuant to the recommendation of
Nomination & Remuneration Committee and the Board
of Directors, and with the approval of the shareholders
of the Company obtained through Postal Ballot on June
12,2026.

Re-appointment

During the year under review, following directors have
been re-appointed:

(i) Mr. Yashish Dahiya (DIN: 00706336) was re¬
appointed as Chairman, Executive Director & Chief
Executive Officer of the Company for a further
term of 5 five years with effect from July 05, 2026
based on the recommendation of Nomination and
Remuneration Committee and his appointment was
also approved by the Shareholders of the Company
in the 17th Annual General Meeting (AGM) held on
September 26, 2025.

(ii) Mr. Alok Bansal (DIN: 01653526) was re-appointed
as Executive Vice Chairman & Whole Time Director
of the Company for a further term of 5 five years
with effect from June 28, 2026 based on the
recommendation of Nomination and Remuneration
Committee and his appointment was also approved
by the Shareholders of the Company in the 17th
Annual General Meeting (AGM) held on September
26,2025.

(iii) Subsequent to the closure of financial year
under review, Mrs. Veena Vikas Mankar (DIN:
00004168) and Mr. Nilesh Bhaskar Sathe (DIN:
02372576) were re-appointed as Non-Executive
and Independent Directors of the Company for a
second term of five consecutive years with effect
from June 19, 2026 based on the recommendation
of Nomination and Remuneration Committee and
their appointment was subsequently approved by
the Shareholders of the Company through Postal
Ballot on June 12, 2026.

Resignation/Cessation

Subsequent to the closure of financial year under
review, Mr. Kaushik Dutta (DIN: 03328890) and Ms.

Lilian Jessie Paul (DIN: 02864506) ceased to be the
Independent Directors of the Company upon completion
of their first term of office on June 18, 2026. They did
not seek reappointment for a second consecutive term
owing to their current professional preoccupations and
other personal commitments.

c. Directors liable to retire by rotation

In accordance with the provisions of Section 152 of
the Act and Articles of Association of the Company,

Ms. Kitty Agarwal (DIN: 07624308) is liable to retire by
rotation at the ensuing AGM and being eligible, offers
herself for re-appointment. The Board recommends
the re-appointment of Ms. Kitty Agarwal as Director for
shareholder's approval at the 18th 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 18th AGM.

Declaration by Independent Directors

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

Meeting of Board of Directors

The Board met Six (06) times during the year under
review on May 15, 2025, July 31,2025, August 26,

2025, September 01,2025, October 29, 2025, February
02, 2026. 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 31,2026, 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/
familirization-programme-fy2026.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 2025-26
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 26, 2026 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 31,2026 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 and Regulation 24A of the SEBI
Listing Regulations, the Members of the Company in
their 17th Annual General Meeting held on September
26, 2025, 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) consecutive financial years commencing
from FY 2025-26 to FY 2029-30. The Auditors have
confirmed that they are not disqualified to act as the
Secretarial Auditors of the Company and satisfy the
prescribed eligibility criteria.

The Secretarial Audit Report for the year 2025-26 as
issued by the Secretarial Auditor in the prescribed
form MR-3 is annexed to this Report as Annexure IA.
Further, pursuant to Regulation 24A of the SEBI Listing
Regulations read with SEBI circulars dated 8 February
2019 and January 30, 2026, a report on secretarial
compliance has been submitted to the stock exchanges
as obtained from M/s Dhananjay Shukla & Associates
for FY 2025-26. The Audit Report did not contain any
qualification, reservation or adverse comments requiring
reply/ explanation by the Board of Directors except the
below remarks:

(i) The Secretarial Auditor in their report mentioned
that in one of the material wholly owned subsidiary
namely Paisabazaar Marketing and Consulting
Private Limited (“Paisabazaar”), there has been

a financial fraud by one of the employees of the
Paisabazaar wherein he was receiving kickbacks
from one of the vendors of the Paisabazaar. The
amount involved was Rs. 96,80,860/-, which has
been established after an independent fact-finding
review conducted by the Paisabazaar through an
Independent Agency. We had intimated about this
fraud to the audit committee of the Paisabazaar as
per Section 143(12) of the Companies Act, 2013.

As per the reply received from the Audit Committee
of the Paisabazaar, it has recovered the entire
amount from the employee. The employee has paid
Rs. 87,76,927/- and Rs. 9,03,333/- was adjusted
from his Full and Final settlement. The Audit
committee has further informed that the employee
was officially separated from employment with
effect from 10th April 2026 and the alleged vendor
and its related entities have been blacklisted.

(ii) Further, the Secretarial Auditor in their report
mentioned that in other material wholly owned
subsidiary namely Policybazaar Insurance Brokers
Private Limited (“Policybazaar”), The Insurance
Regulatory and Development Authority (“IRDAI”)
conducted an onsite inspection of Policybazaar in
June 2020 under the Insurance Regulatory and
Development Authority of India (Insurance Broker)
Regulations, 2018 (“Regulations”). Subsequently,
IRDAI had issued a show cause notice dated
October 07, 2024, providing an opportunity

of personal hearing and for making additional
submissions by Policybazaar. On August 04,

2025, IRDAI issued an order levying a penalty of
Rs. 5 Crores (Rupees Five Crores) for violation
of certain provisions of applicable regulations
along with the directions/advisory. As informed by
Policybazaar to us, it has paid the said penalty
within the prescribed timelines and complied with
the directions/advisory.

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 2025-26 and the Secretarial Audit Reports as
issued by 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

During the financial year under review, the Board of
Directors of the Company in their meeting held on
May 15, 2025, on the recommendation of the Audit
Committee, had appointed Forvis Mazars LLP (LLPIN:
AAI-2887) as Internal Auditor of the Company pursuant
to provisions of section 138 of the Companies Act, 2013
read with rule 13 of the Companies (Accounts) Rules
2014 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. Internal Audit is governed
by the scope of internal audit as approved by the
Audit Committee and outcome of Internal Audits are
submitted and presented in the Audit Committee
meeting half yearly.

Frauds Reported by Auditor

During the financial year, the Statutory Auditors and
the Secretarial Auditors have not reported any instance
of fraud in relation to the Company by its officers or
employees under Section 143(12) of the Companies
Act, 2013 (“the Act”) and Rules made there under.

However, an instance of financial fraud was identified
at one of the Company's material wholly owned
subsidiaries, Paisabazaar Marketing and Consulting
Private Limited (“Paisabazaar”), involving an employee
who received kickbacks from certain vendors. An
independent fact-finding review conducted by an
external agency engaged by Paisabazaar established
the amount involved at INR 97 Lakhs. In compliance
with Section 143(12) of the Act read with the rules
made thereunder, the auditors reported the matter to
the Central Government and the Audit Committee of
Paisabazaar.

Based on the findings of the review, the Company
terminated the services of the alleged employee and
recovered INR 97 lakhs subsequent to the year end.
Further, management has implemented the applicable
corrective actions. The incident has no material impact
on the Company beyond the amount determined.

Internal Financial Control Systems and
their adequacy

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

The Company has also put in place adequate systems
of Internal Control to ensure compliance with policies
and procedures which is commensurate with size,
scale and complexity of its operations. The Internal
Audit of the Company is regularly carried out to review

the internal control systems and processes. The
internal Audit Reports along with implementation and
recommendations contained therein are periodically
reviewed by Audit Committee of the Board.

Maintainance of Cost Records

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

Business Responsibility and
Sustainability Report

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

Directors and officers insurance (‘D & O
Insurance’)

Pursuant to SEBI Listing Regulations, the Company has
taken a Directors and Officers Liability Insurance (D&O)
from Tata AIG General Insurance Company Limited.

Investor Relations

Pursuant to SEBI Circular No. CIR/OIAE/2/2011 dated
June 03, 2011, the Company has been promptly
redressing the Investor Complaints through the SEBI
Complaint Redress System (SCORES). In compliance
with the applicable regulatory requirements, the
Company has constituted Stakeholders Relationship
Committee (SRC) to oversee and redress investors'
related grievances.

The SRC comprised of Ms. Kitty Agarwal, Chairperson,
Mr. Alok Bansal, Member, Ms. Lilian Jessie Paul,
Member and Mr. Nilesh Bhaskar Sathe, Member. The
composition, terms of reference and other details of the
Stakeholders' Relationship Committee are provided in
the Corporate Governance Report, which forms part of
this Annual Report.

Subsequent to the close of the financial year
under review, Ms. Lilian Jessie Paul ceased to be
an Independent Director of the Company upon
completion of her first term of office on June 18, 2026.
Consequently, she also ceased to be a Member of the
Stakeholders' Relationship Committee with effect from
the same date.

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 M/s Dhananjay Shukla
& Associates, Company Secretaries (Peer Review
Certificate No: 2057/2022) 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
2025-26 will be available at the official website of the
Company https://www.pbfintech.in/investor-relations/.

Particulars of Contracts or Arrangement
with Related Parties

Prior approval of the Audit Committee is obtained for all
Related Party Transactions (“RPTs”) including omnibus
approval for transactions which are of a repetitive nature
and entered into in the ordinary course of business and
at arm's length in accordance with the Policy on Related
Party Transactions of the Company. A statement on
RPTs specifying the details of the transactions pursuant
to each omnibus approval granted, is placed on a
quarterly basis for review by the Audit Committee. The
details of 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 and Note
No. 30 of the consolidated financial statements which
set out related party disclosures.

During the year under review, there were no material
contracts, arrangements, or transactions as referred
under Section 188(1) of the Companies Act, 2013
(“Act”), requiring disclosure under the Act and a
confirmation to this effect as required under section
134(3)(h) of the Act is given in Form AOC-2 as
Annexure III, which forms part of this Annual Report.
However, the Company had obtained shareholder's
approval for a material related party transaction with
PB Healthcare Services Private Limited in accordance
with Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Policy on Related Party Transaction and its
materiality is available on the Company's website at
https://www.pbfintech.in/pdf/policv-on-related-partv-
transactions-and-its-materiality-PB-Fintech.pdf?v=2

Particulars of Loans, Guarantees or
Investment

Particulars of loans, guarantees or investments covered
under Section 186 of the Act and Schedule V of the
SEBI Listing Regulations as at the end of the Financial
Year 2025-26 are provided in the notes forming part
of the financial statements provided in this Annual
Report. The details of loans provided during the year
are also included in the Corporate Governance Report,
which forms part of this Annual Report. All the loans,
guarantees and investments made are in compliance
with the provisions of Section 186 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 Act 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 and the details of which,

including terms of reference, have been mentioned in
Corporate Governance Report forming part this Annual
Report. The risk management framework is aimed
at effectively mitigating Company's various business
and operational risks, through strategic actions. Risk
management is embedded in critical business activities,
functions and processes. It also provides control
measures for risk and future action plans. The copy of
the risk management policy is available at https://www.
pbfintech.in/pdf/PB-Fintech-Risk-Management-Policv.
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-policv-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-Policv.pdf.

Corporate Social Responsibility

The Company has constituted Corporate Social
Responsibility Committee in accordance with the
provisions of Companies Act, 2013. As on 31.03.2026,
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 Companv for three immediatelv preceding
financial vears 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
2025-26.

The CSR Policy of the Company can be viewed at

https://www.pbfintech.in/pdf/PB-Fintech-Corporate-

Social-Responsibilitv-Policv.pdf

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 details of number of complaints filed and their disposal 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
1,95,26,608 options have been granted to the eligible employees. The net pool of options available for grant as at
March 31,2026 is 24,06,872 options.

Under ESOP 2024, the aggregate pool of options available for grant is 1,14,00,000 Options, out of which 70,43,512
options have been granted to the eligible employees. The net pool of options available for grant as at March 31,
2026 is 46,07,551 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 M/s Dhananjay Shukla & Associates, Company Secretaries (Peer Review Certificate No:
2057/2022) 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 2025-26.

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:

i. 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 include optimizing the use of our air¬
conditioning system, office illumination, pantry equipment, desktop systems and other electrical
appliances.

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.

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

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

iii. Capital investment on energy conservation equipment

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

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 4,88,75,625/-
and there was no foreign earning during the year under review.

Directors’ Responsibility Statement

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

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31,2026 and of the profit of the Company for that year;

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

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

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

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

Acknowledgement

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

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

Sd/-

Yashish Dahiya

Chairman, Executive Director & CEO
DIN:00706336

Date: August 24, 2026 Address: Plot No. 119, Sector 44, Gurugram-122001,

Place: Gurugram Haryana