Poonawalla Fincorp Ltd Directors Report

To the Members,

Your directors have pleasure in presenting the 44^th Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (STANDALONE):

Particulars	FY2023-24	FY2022-23
Total income	3,151.82	2,010.03
Finance cost	955.10	595.28
Net ?ncome	2,196.72	1,414.75
Operating expenses	807.36	803.05
Pre-prov?s?on?ng operating profit	1,389.36	611.70
Net loss on derecognition of financial instruments	-	10.87
Impairment on financial instruments	72.02	(144.53)
Profit before exceptional ?tems and tax	1,317.34	745.36
Exceptional items	1,221.20	21.21
Profit before tax	2,538.54	766.57
Profit after tax	2,055.96	584.94
Reta?ned earn?ngs as at the beg?nn?ng of the year	383.59	(55.37)
Profit after tax	2,055.96	584.94
Other comprehensive income on defined benefit plan	0.61	1.62
Reta?ned earn?ngs before appropr?at?ons	2,440.16	531.19
Appropriations:
Transfer to reserve fund under Regulation 45-IC of Reserve Bank of India Act, 1934	(411.20)	(117.00)
Dividend paid	(307.41)	(30.60)
Retained earnings as at the end of the year	1,721.55	383.59

FINANCIAL PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS:

Total Income increased to H3,151.82 Crore in FY 202324 from H2,010.03 Crore in FY 2022-23.

Net Income on a standalone basis increased to H2,196.72 Crore in FY 2023-24 from H1,414.75 Crore in FY 2022-23.

The impairment on financial instruments increased from H(144.53) Crore in FY 2022-23 to H72.02 Crore in FY 2023-24.

The Companys Profit after tax (‘PAT) on a standalone basis increased to H2,055.96 Crore in FY 2023-24 from H584.94 Crore in FY 2022-23. PAT excluding exceptional items increased to H1,027.37 Crore in FY 2023-24 from H561.28 Crore in FY 2022-23.

The Companys Net Interest Margin (‘NIM) increased to 11.2% in FY 2023-24 as compared to 10.7% in FY 2022-23.

On a standalone basis, the Capital Risk Adequacy Ratio (‘CRAR) as at March 31, 2024, was 33.80% against the RBI stipulated norm of 15%.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis, as required in terms of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), forms part of this Report.

CHANGE IN NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There are no material changes and commitments which affected the financial position of your Company, which occurred between the end of the financial year to which the financial statements relate and up to the date of this Report.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has divested its investment in Grihum Housing Finance Limited (Formerly known as Poonawalla Housing Finance Limited) (‘GHFL) on July 26, 2023 (‘effective date) pursuant to approval of the Board of Directors, Shareholders of the Company and requisite regulatory approvals to Perseus SG Pte. Ltd., an entity affiliated to TPG Global LLC. Upon completion of the aforesaid divestment transaction, GHFL ceased to be a subsidiary of the Company from

the effective date and consequently, the financial accounts have been consolidated till July 25, 2023.

In accordance with the requirements of Regulation 34 of SEBI Listing Regulations, your Company had prepared Consolidated Financial Statements in accordance with Ind-AS 110 ‘Consolidated Financial Statements and Ind-AS 27 ‘Separate Financial Statements. The Consolidated Financial Statements forms part of this Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES AND ITS PERFORMANCE HIGHLIGHTS:

The Company has one Joint Venture Company Jaguar Advisory Services Private Limited (‘JASPL) and no Subsidiary as on March 31, 2024.

GHFL

Grihum Housing Finance Limited (Formerly known as Poonawalla Housing Finance Limited) (‘GHFL) Subsidiary till July 25, 2023 has total income of H290.99 Crore and earned PAT of H31.55 Crore during the period ended July 25, 2023.

GHFL is in the business of mortgage financing in the affordable segment. GHFL ceased to be a Subsidiary of the Company with effect from July 26, 2023, by divestment of its entire stake to Perseus SG Pte. Ltd.

During FY 2023-24, no new Subsidiary was incorporated/acquired. The Companys Policy for Determination of Material Subsidiaries, as adopted by the Board of Directors is in conformity with Regulation 16 of the SEBI Listing Regulations, can be accessed on the Companys website at https://poonawallafincorp. com/pfca/assets/pdf/Policv-on-Material-Subsidiarv. pdf.

The audited special purpose condensed Interim Financial Statements of GHFL for the period ended July 31, 2023 can be accessed on the Companys website at https://poonawallafincorp.com/investor- financials.php

JASPL

JASPL, a Joint Venture with HDI Global SE is an advisory services Company domiciled in India. JASPL is SPV of the Company. The Board of Directors and the Shareholders of the Company has approved divestment of 11,000 equity shares constituting 48.89% of the share capital held by the Company in JASPL, the said transaction is subject to requisite regulatory approvals. The Board has reaffirmed the proposal to divest its shareholding in JASPL in its

meeting held on April 29, 2024, and accordingly in line with the requirements of Ind - AS 105 ‘Non- current assets held for Sale, such investments have been classified as assets held for sale.

Pursuant to Section 129(3) of the Companies Act, 2013 (‘the Act) a statement in Form AOC-1 containing the salient features of the financial statements of your Companys subsidiary forms part of this Report and hence not repeated here for the sake of brevity.

TRANSFER TO RESERVE:

During the year, the Company is proposing to transfer H411.20 Crore to Reserve as required under Regulation 45-IC of the Reserve Bank of India Act, 1934.

DIVIDEND:

To deliver sustainable value to its Shareholders, your Company has paid the interim dividend of ^153.78 Crore (at the rate 100% i.e. ^2/- per share) on February 13, 2024 for the FY 2023-24.

In view of the future growth of the Company, the Board of Directors has decided to conserve capital and therefore no final dividend was declared for FY 2023-24.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations and as reviewed and adopted by the Board of Directors of the Company, is available on the Companys website at https:// poonawallafincorp.com/pfca/assets/pdf/Dividend- Distribution-Policy.pdf.

DEPOSITS:

Being a non-deposit taking systemically important Non-Banking Financial Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and the provisions of the Act.

EMPLOYEE STOCK OPTION SCHEMES:

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organisational objectives by participating in the ownership of the Company through share-based compensation scheme/plan. Your Company believes in rewarding its employees for their continuous hard work, dedication, and support, which has led the Company on the growth path.

The Employee Stock Option Schemes (‘ESOPs) granted to the employees of the Company currently operate under the following Schemes:

- Employee Stock Option Plan-2007 (ESOP - 2007);

- Restricted Stock Option Plan-2014 (RSOP - 2014); and

- Employee Stock Option Plan-2021 (ESOP- 2021).

There are no changes made to the above Schemes during the year under review.

During the year, your Company has implemented Employee Stock Option Plan - 2024 (‘ESOP- 2024), through PFL Employee Welfare Trust through secondary acquisition which was approved by the Shareholders on February 19, 2024. The Board has also approved Employee Stock Option - 2024 - Scheme II on April 08, 2024; the same was approved by the Shareholders on May 13, 2024.

The aforesaid Schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI (SBEB&SE) Regulations, 2021), to the extent applicable.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Schemes in accordance with the SEBI (SBEB&SE) Regulations, 2021.

During the year, the Company has granted ESOPs to the eligible employees of the Company, in accordance with the ESOP- 2021 as approved by the Nomination and Remuneration Committee.

The details of the ESOPs granted and outstanding as on March 31, 2024, along with other particulars as required by Regulation 14 of the SEBI (SBEB&SE) Regulations, 2021 is available on the website of the Company at https://poonawallafincorp.com/ investor-governance.php. These details, along with the certif?cate from the Secretarial Auditor of the Company, as required under Regulation 13 of the SEBI (SBEB&SE) Regulations 2021, the ESOP Schemes have been implemented in accordance with the Regulations, would be placed and available for inspection by the Shareholders during the Annual General Meeting (‘AGM).

Grant wise details of ESOPs vested, exercised, allotted and cancelled are also provided in the notes to the Standalone Financial Statements.

The Company has not issued any sweat equity shares or equity shares with differential voting rights during FY 2023-24.

CHANGES IN SHARE CAPITAL:

During the year, your Company allotted 6,603,070 equity shares arising out of the exercise of Employee Stock Options granted to eligible employees of your Company and its Subsidiary.

After the allotment of the aforesaid equity shares, the total issued, subscribed and paid-up share capital of the Company as of March 31, 2024, stood at H1,549,101,324/- comprising 774,550,662 equity shares of H2/- each. The new equity shares issued shall rank pari-passu with the existing equity shares of the Company in all respects.

Further, PFL Employee Welfare Trust is holding 4,000,000 equity shares of the Company as on March 31, 2024. The shareholding is disclosed as ‘non-promotor and non-public shareholding in the Shareholding pattern of the Company.

FINANCE:

During the year, the Company has raised fresh secured term loans of H4,075 Crore from banks and other financial institutions for an average tenor of 3 to 5 years. Besides public sector banks/ financial institutions incremental credit lines were received from private banks to diversify the borrowing base. The Company also raised Commercial Paper aggregating to H9,750 Crore and H500 Crore of Secured Non- Convertible Debentures was raised during the year through private placement basis. The funds raised through Commercial Papers and Non-Convertible Debentures were utilised for the purpose specified in the respective offer documents.

CREDIT RATING:

During the year under review, the long-term ratings assigned to Non-Convertible Debentures and bank facilities of the Company were upgraded to ‘CRISIL AAA/ Stable by CRISIL Ratings Limited in April 24, 2023 based on strong parentage, low leverage, improved asset quality, diversified funding mix and product offerings, and a strong senior management team. The ratings assigned to Commercial Paper were reaffirmed at ‘CRISIL A1+.

Further, in May 05, 2023, CRISIL had assigned ratings of ‘CRISIL AAA/Stable to Subordinated Debt and ‘CRISIL AA+/Stable to Perpetual Debt instruments.

In September 12, 2023, CARE Ratings reaffirmed the rating assigned to Bank Facilities and long-term debt instruments. Ratings of long-term Bank Facilities, Non-Convertible Debentures and Subordinated Debt were reaffirmed at CARE AAA; Stable and the ratings of Market Linked Debentures were reaffirmed at CARE PP-MLD AAA; Stable. Ratings of Perpetual Debt were reaffirmed at CARE AA+ Stable. The ratings assigned to Short-Term Bank facilities and Commercial Paper were reaffirmed at ‘CARE A1+.

Furthermore, in January 10, 2024, Acuite Ratings and Research Limited also upgraded the long-term rating assigned to Non-Convertible Debentures to ‘ACUITE AAA/ Stable.

In March 01, 2024, Brickwork Ratings reaffirmed the ratings for the Non-Convertible Debentures at ‘BWR AA+/Stable and withdrew the rating assigned to the Innovative Perpetual Debt Instruments (IPDI) on the request of the Company.

A summary of outstanding ratings as on March 31, 2024, is presented below:

Rating Agency	Instrument / Facility	Outstanding Rating
CARE Ratings	Non-Convertible Debentures	AAA; Stable
	Long Term Bank facilities	AAA; Stable
	Market Linked Debentures (MLD)	AAA; Stable
	Sub Debt	AAA; Stable
	Perpetual Debt	AA+; Stable
	Commercial Paper/ Short Term Bank Facilities	A1+
CRISIL	Non-Convertible Debentures	AAA / Stable
	Bank facilities	AAA / Stable
	Sub Debt	AAA / Stable
	Perpetual Debt	AA+/Stable
	Commercial Paper	A1+
Acuite	Non-Convertible Debentures	AAA / Stable
Brickwork Ratings	Non-Convertible Debentures	AA+ / Stable
	Sub Debt	AA+ / Stable

‘AAA rating indicates highest degree of safety regarding timely servicing of financial obligations and lowest credit risk. ‘AA+ rating indicates a high degree of safety regarding timely servicing of financial obligations and very low credit risk.

A status of ratings assigned by rating agencies and migration of ratings during the year is provided in notes to the Standalone Financial Statements of the Company.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR:

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Boards Report.

Particulars of loans and investments outstanding during the financial year are furnished in notes to the Standalone Financial Statements of the Company.

RISK MANAGEMENT:

The Risk Management Committee of the Board (‘RMCB), functions in line with the Reserve Bank of

India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 No. RBI/DoR/2023- 24/106 dated October 19, 2023 (‘RBI Scale Based Regulation) and SEBI Listing Regulations. The RMCB met four times during the year, its terms of reference and functioning are set out in the Corporate Governance Report. The Company understands that risk evaluation and risk mitigation is a function of the Board of the Company, and the Board of Directors are fully committed to develop a sound system for identification and mitigation of applicable risks viz., systemic and non-systemic. For detailed Risk Management procedure of the Company, please refer to the Management Discussion & Analysis Report.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale, nature and complexity of its operations and regulatory requirements. A comprehensive review of the internal financial controls environment of the Company was undertaken during the year which covered testing

of Process, IT and Entity level Controls ?ncludlng review of key business processes for updating risk control, matrix, etc. The risk and control matrices are annually reviewed, and control measures are tested and documented. Moreover, the Company continuously upgrades its systems and undertakes review of policies, guidelines, manuals, and authority matrix. The internal financial control is supplemented by extensive internal audits, regular reviews by the Management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements, its reporting and other data. The Audit Committee of the Board reviews internal audit reports given along with management responses. The Audit Committee also monitors the implemented suggestions. The Company has, in all material respects, adequate internal financial control over financial reporting and such controls are operating effectively. The Joint Statutory Auditors of the Company have also certified the existence and operating effectiveness of the internal financial controls relating to financial reporting as of March 31, 2024.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of the SEBI Listing Regulations, the Company has in place a vigil mechanism named ‘Breach of Integrity and Whistle Blower/Vigil Mechanism Policy to provide a formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Business Ethics Policy. The Policy provides for adequate safeguards against victimisation of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in appropriate and exceptional circumstances.

The details of the said Policy is explained in the Corporate Governance Report and is available on the website of the Company at https://poonawallafincorp. com/pfca/assets/pdf/Breach-of-Integrity-and- Whistle-Blower-Vigil-Mechanism-Policv.pdf

HUMAN RESOURCES:

Your Company firmly believes that employees are its greatest asset. From orchestrating successful change management and alignment with the Companys Vision and Mission. Human Resources (‘HR) has played a vital role in purposefully shaping and promoting the Companys Culture and Values. From acquiring talent to developing leaders the focus of the HR strategy is to enable the growth of the Company through talent fulfilment for growth areas, capability building in emerging technologies and building internal talent

pipeline. Your Company strives to create a conducive environment for growth and development of its employees. Training & Development initiatives are being taken for employees from time to time. More details can be found in the human resource section in the Management Discussion & Analysis Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder (‘POSH Act). The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act. During the year under review, no case of sexual harassment was reported to the Internal Committee (‘IC). The composition of IC is in accordance with the POSH Act. To build awareness and appreciation of this area, we have implemented an online knowledge module leveraging our learning management system. We continue to strive harder with each passing year to ensure we succeed in bringing the best out of our people and enable the organisation to create value for its Shareholders and Employees.

INFORMATION TECHNOLOGY:

The technological advancement in your Company has resulted in multi-fold growth in the digital led business. There is a significant growth in API based end-to-end digital lending through Mobile App, Digital DSAs & Co-lending partners.

Your Companys Information Technology guiding principles are:

(a) Offer Best-in-Class Customer Experience across channels.

(b) Ensure ‘Robust & Scalable Technology Infrastructure with 24x7 availability.

(c) Increase Productivity & Profit using Digital First, Technology-driven approach.

Your Companys Information Technology primary focus areas include superior customer experience, technology upgrade, new products/services, innovations, productivity/process improvements, digital acquisition, and data science/analytics.

Your Company has launched a web & mobile app with various features such as instant personal loan, loan servicing etc. Customers can now avail an instant personal loan in just 5 minutes by completing the end-to-end digital process. Business processes have been re-aligned as per industry-best practices thus enabling end-to-end automation of each process. Your Company has also launched instant personal loan on WhatsApp.

There was a major reform in Business-model transition in the form of API based lending where we have launched STPL (Small Ticket Personal Loan) using standard digital lending API stack. Any Digital DSA can integrate their digital journey with our API stack quickly.

Your Company has implemented a robust digital platform and an API gateway with over 100+ APIs which can be used for various purposes like eKYC, PAN validation, Digilocker, penny drop, eSigning, eStamping, IMPS, etc.

Your Company has invested in various new technologies like Digital Experience Platform, AI based customer engagement and communications, personalisation, Digital Collections Platform, etc. Your Company has also set up an IT Command Center for 24x7 monitoring of IT Infrastructure, Applications and Digital Services. Your Company is also implementing Enterprise Data Lake platform, which will enable use of multiple AI based algorithm for generating various kinds of reports, MIS, and Dashboards. Use of analytics will enhance customer penetration through digital platform by providing various insights at data level.

CORPORATE IMAGE BUILDING & ENGAGING TARGET AUDIENCE:

Some of the key initiatives undertaken by the Company during the year are:

> Public Relations and Externa! Communication:

Under Public Relations your Company extensively focused on creating awareness and positive recall for the organisation. Your Company also focused on strengthening the brand image through various PR campaigns and exclusive media interactions for the management.

Through specific communication and through emails, letters, texts or otherwise your Company has reached out to its stakeholders and informed them about the constant progress and growth of the organisation. Your Company focused on

getting the best visibility for the organisation and made sure that there is an overall positive sentiment for the organisation. Leading media houses including newspapers, electronic media as well as online media covered the journey of your Company. All the leading media houses and print publications positively covered various business announcements and financial results. During some of the strategic media stories your Company successfully presented its vision as well as future plans which further fueled the growth journey. Your Company is successfully positioned as one of the fastest growing NBFCs with digital-first approach with continuous focus on USPs as well as growth story and business and performance achievements. Your Company also did extensive media outreach and PR for special days or season specific customer campaigns such as Fathers Day campaign to promote its business Loan product, Credit Films to create awareness on the importance of choosing the right lender if you have good credit score, Film on personal loan around the Raksha Bandhan theme to enable the dreams of its customers. These campaigns and films gave positive recall and good visibility both in print and digital media.

Apart from press releases on various occasions your Company also did strategic media interviews with the senior management to create visibility and awareness about the leadership. Through these media interviews your Company focused on leadership and its flawless execution while growing the business. Your Company also focused on regional media as aspirations are growing in tier-2 and tier-3 markets and reaching out to them. Your Company also did media stories and received coverage in various regional language newspapers and websites. A healthy mix of English and regional media coverage has positioned your Company as a force to reckon within NBFC space.

a. Leadership profiling at various leading publications

With strategic communication and media reach out your Company covered large format interviews for its senior management with leading publications like Moneycontrol, Financial Express, Economic Times, Hindu Business Line, ET Now, CNBC TV18, etc. This gave your Company good media visibility and helped to position our leadership as an industry thought leader.

b. Digital PR campaigns and content placements

Your Company is building the brand digitally through strategic content placements in the form of authored articles, press releases as well as opinion pieces. So far, successfully featured content on various leading digital publications like Moneycontrol, LiveMint, Hindustan Times, ETBFSI, Indian Express, Forbes Advisors, etc.

c. Do It Tibara Cricket World Cup Anthem

As part of brand building and creating awareness for the Company during the most anticipated and highly viewed sporting event in the country, your Company made Cricket Anthem ‘Do It Tibara, a theme song dedicated to Indian cricket team. This song was a tribute to Indian cricket and an appeal from the cricket loving nation to the Indian team to win the 50 overs world cup third time after 1983 & 2011. This song created a positive and top of the mind recall for your Company and created good visibility for the brand. This song got more than 6 million views after posting it on the Companys official YouTube channel. It also became a viral sensation on social media and more than 2000 influencers posted this song or used it in making reels for social media platforms. This song was talk of the town during the entire world cup and was trending with #DoItTibara on X (formerly Twitter) whenever India was playing its match. Apart from social media influencers, various leading A&M Media (Advertising & Marketing) organically covered the ‘Do It Tibara Cricket song in their stories around how brands/ organisations are enjoying the cricket fever. Leading News channel network Republic Media also aired the cricketing song on their news channel during their prime time shows in between the breaks and their Editor-in- Chief Mr. Arnab Goswami also spoke about the songs popularity and relevance to the cricket fever in India during telecast.

> Employer Branding:

a. Brand management activities on social media including LinkedIn

Successfully positioned your Company as employer of choice through various interventions. Your Company has been regularly posting on Companys official social media handles about key milestones,

important awards, and recognitions as well as various employee engagement activities. Some of the LinkedIn posts on important days and festivals helped garner good engagement as well as followers for the organisations LinkedIn profile. Your Company has also actively started posting about the joining of new team members under our ‘Embark initiative.

b. Awards & Recognitions for employer branding

The Company not only applied and was recognised in key employer branding platforms like ‘Great Place to Work, but also built visibility in various forums through communication channels and leadership visibility. Your Company also received other recognitions such as ‘Indias Best Workplace in Health in Health & Wellness 2023 by Great Place to Work, ‘Healthy Workplace 2023 by Arogya World and ‘The Most Preferred Workplace 2022-23 by Team Marksmen in the premier edition of the survey etc.

> Branding and Internal Communication:

Prompt and effective communication about the Company and all its functions. All the important announcements and information about key initiatives, Company results, senior management communication, new products, projects, Company and functional awards, branch updates, employee reward & recognition etc. are designed and disseminated from the internal communications desk to enhance employee engagement and collaboration to work towards achieving our common goals. End to end branding for all stakeholders like customers, channel partners, digital aggregators & employees across all available touchpoints like, Corporate Office and Branch Network, DSA Premises, Events, Sales activations & Media.

> Events and Awards:

a. Partnership with various events

Collaborated with leading media houses for their marquee events like:

• Sakal Schoolympics- A flagship event by Sakal Media to promote sporting culture.

• TV9 Networks What India Thinks Today Conclave- Your Company was the title sponsor for this event which created good visibility for brand PFL and its leadership.

• Soldierathon Marathon- Partnership with Fitistan for first of its kind Marathon with soldiers of Indian Army where your Companys employees took part in this marathon.

• Saluting the Heroes- Flagship event with Pune Mirror to recognize the efforts of Pune Police.

• News18 Storyboards DNPA summit and conclave- A forum to bring all the representatives from digital media publication association under one roof and honor their work in shaping digital India.

• Sushasan Mahotsav 2024- Event from Rambahu Mhalgi Prabodhini to celebrate the models of good governance from public as well as private institutions and industry bodies.

b. Awards and Recognitions

Your Company received accolades in the

following field during the year under review:

• Great Place to Work Certification

• Healthy Workplace by Arogya World

• ETNow Best BFSI Brand 2024

• ET Brand Equity Trendies Award for DO It Tibara Influencer Marketing

• Gold Award for Best Video Campaign at the IAMAIs 14^th India Digital Awards

• Best Use of Influencers and Social Media for ‘Do It Tibara- At DIGIES: Digital Conference and Awards

• ET Future Ready Organisations from Economic Times

• Quantic Media - Best Customer Experience NBFC

• Marksmen Daily- Most Preferred Workplace 2023-24

• Elets Media- Excellence in Compliance and Legal Management

• Compliance and Legal Team of the year - UBS Forums

• Fastest Growing NBFC of the year by Elets Media

• Best Social Welfare Initiative of the Year- Indian Social Impact Awards 2024

• Risk Management Team of the year- Golden Peacock Award

• Rising Corporate Legal & Compliance Team of the Year- At Lex Falcon Global Awards India 2024

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a comprehensive Corporate Social Responsibility (‘CSR) Policy outlining programmes, projects and activities that your Company undertakes to create a significant positive impact on disadvantaged section of the society especially in rural India. All these programmes fall within the purview of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Rules). Your Company has undertaken socially impactful CSR Projects during the year under review. Your Company has partnered with implementing agencies to implement projects in the CSR focus area viz., Education, Women Empowerment, Financial Literacy and Healthcare.

During the year under review your Company was humbled to receive CSR awards for its contribution to society.

During the FY 2023-24, your Company was required to spend H2.33 Crore under CSR as enumerated in Section 135(5) of the Act. Your Company has spent an amount of H2.33 Crore on CSR activities. The Annual Report on CSR activities is annexed herewith and marked as an Annexure-1. Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the CSR Committee and the Board of Directors of your Company.

CUSTOMER RELATIONSHIP MANAGEMENT:

Your Company strives to be the most trusted financial services brand with Quality of Customer Service being one of the critical pillars for your Company. Your Company also believes in ethics, integrity, good governance, professionalism, transparency, and customer satisfaction. Special focus has been on the quality and consistency of service delivery.

Below key initiatives were undertaken to enhance the Customer Service and Experience in FY 2023-24:

> Net Promoter Score (‘NPS) is the leading indicator of customer perception and brand loyalty. Your Company have been committed to gauge customer feedback as a true reflection of its service levels. Your Company have embarked on this journey since FY 2022-23. Valuable customer insights at each stage of their relationship with

the Company has been the guiding factor to continuously improve and digitize its processes and service delivery. The NPS has significantly improved to 76 for March24 as compared to 44 for March23 across all moments of truth - Sales, Onboarding, Service and Exit. Customer insights and identified opportunities of process improvement are being addressed as a part of continuous improvements.

> To ensure a 360view of customer interaction across all key stakeholders, a Customer Relationship Management (‘CRM) is being customized to ensure visibility across all teams which also acts as a central data hub for customer service.

> With ever changing customer needs and ability to adapt with customer requirements and ensuring a real time customer service, self-serve channels are being enhanced with cutting edge technology coupled with AI/ML backed self-service options via IVR, WhatsApp & chatbot. Self-Service adoption was at ~70% of the overall QRGs (Query, Requests and Grievances) received through physical mode.

> Leveraged WhatsApp adoption by customers onboarded on WhatsApp for service through self- help mode.

> Segmented and proactive communication to customers for awareness of servicing capabilities leading to increase in digital servicing.

To ensure your Company treat its customers fairly,

your Company has implemented the following:

Transparency

> Effective communications on confirmation of repayment mandate registration.

> Ensure recorded interactions with customers for future reference and adequate quality checks.

> Diligent and timely filing of customer credit information with bureaus.

> Proactive issuance of NOC/ NDC (No-Objection Certif?cate/ No-Due Certif?cate) to customers.

> Enabled virtual account number as a re- payment mode.

> Enabled payment via QR code for branch walk in customers for real time payment updates.

> ISO level quality standards such as Daily Control Function Chart (‘DCFC) & Corrective Action Preventive Action (‘CAPA) are being implemented for all operational processes.

Handling Grievances effectively

> Proactive acknowledgment to customers via auto E-mail and SMS trigger upon receipt of any complaint.

> A detailed Root Cause Analysis (RCA) carried out for each complaint.

> All critical cases including regulatory escalation are reviewed by Principal Nodal Officer and Chief Compliance Officer.

> Close looping feedback mechanism ensures customers are out called at the time of closure of the Service Request for customer concurrence on the resolution being provided and upon closure in system the same is backed by an SMS trigger for customers reference.

> All Partially/Wholly Rejected complaints (subject to exclusions as per Regulatory Circular) are reviewed by the Internal Ombudsman of the Company and the final decision is communicated to the customer within the regulatory timelines.

> Necessary governance mechanism is in place for any case of violation of code of conduct while dealing with customer (e.g. misbehaviour during collection follow-up).

> Regular trainings for frontline officials and agents are conducted for upkeep of customer experience.

> Post analysis of complaint trends and gap identification, different initiatives are taken to ensure preventive actions leading to seamless experience.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

a. Board Composition

The composition of the Board of Directors of the Company is governed by the Act and Regulation 17 of the SEBI Listing Regulations and is in conformity with the same. As on the date of this Report, the Board of Directors comprised a combination of Nine Directors viz. Mr. Adar Cyrus Poonawalla, Chairman, Non-Executive Director, Mr. Abhay Bhutada, Managing Director, Mr. Sunil Samdani, Executive Director, Mr. Amar Deshpande, Non- Executive Director and Mr. Bontha Prasada Rao, Mr. Prabhakar Dalal, Mr. Sanjay Kumar, Mr. Atul Kumar Gupta, and Ms. Kemisha Soni are Non-Executive, Independent Directors.

The Board mix provides a combination of professionalism, knowledge and experience

required in the NBFC sector. The details of skills possessed by each director have been provided in detail in the Corporate Governance report.

b. Change in composition of the Board during the year

During the year, the Board of Directors (‘Board) of the Company had approved re-designation of Mr. Atul Kumar Gupta (DIN: 01052730) from Non-Executive Director to Non-Executive, Independent Director of the Company, for a period of 3 (three) years effective from August 23,

2023, thereafter the Members of the Company granted their consent by way of Postal Ballot on September 13, 2023.

The Board had also approved the appointment of Mr. Sunil Samdani (DIN: 10301175) as Whole - time Director (‘Executive Director) of your Company for a period of 5 (five) years effective from October 20, 2023, thereafter the Members of the Company granted their consent by way of Postal Ballot on January 14, 2024.

Ms. Kemisha Soni (DIN: 06805708) was

appointed as a Non- Executive, Independent Director for a period of 3 (three) years effective from January 30, 2024, thereafter, the Members of the Company granted their consent by way of Postal Ballot on March 07, 2024.

On March 18, 2024 and June 01, 2024 based on the recommendation of the Nomination and Remuneration Committee, the Board has approved appointment of Mr. Arvind Kapil (DIN: 10429289) as an Additional Director in the capacity of Managing Director & Chief Executive Officer and a Key Managerial Personnel of the Company, for a period of 5 (five) years effective from June 10, 2024, subject to the approval of Members of the Company. The Board has also approved early retirement of Mr. Abhay Bhutada as Managing Director of the Company effective from the close of business hours on June 09,

2024, and to continue as the Non-Executive Director on the Board of your Company with effect from June 10, 2024.

The Board of Directors on April 08, 2024 has approved re-appointment of Mr. Prabhakar Dalal (DIN:00544948) as a Non-Executive, Independent Director for a period of 3 (three) years effective from May 05, 2024, thereafter the Members of the Company approved his re- appointment.

Mr. G Jaganmohan Rao, Non-Executive, Independent Director, stepped down from

the Board with effect from August 26, 2023. Ms. Vijayalakshmi R Iyer, Non-Executive, Independent Director, completed her term as Independent Director of the Company, with effect from January 30, 2024. Mr. Sajid Fazalbhoy, Non-Executive Director, stepped down from the Board with effect from June 01, 2024. The Board of Directors of your Company placed on record their appreciation for the contribution made by Mr. G Jaganmohan Rao, Ms. Vijayalakshmi R Iyer and Mr. Sajid Fazalbhoy during their tenure as directors on the Board.

c. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with Articles of Association of the Company, Mr. Abhay Bhutada (DIN:03330542), Director retires by rotation at the ensuing AGM and being eligible, offers himself for re- appointment. The Board of Directors of your Company recommends the re-appointment of the Director liable to retire by rotation at the ensuing AGM. Appropriate resolution seeking your approval for the aforesaid re-appointment along with brief profile of the said director is forming part of the Notice convening the 44^th AGM of your Company.

d. Key Managerial Personnel :

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (‘KMPs) of the Company as on the date of this report:

1. Mr. Abhay Bhutada, Managing Director;

2. Mr. Sunil Samdani, Executive Director (with effect from October 20, 2023);

3. Mr. Sanjay Miranka, Chief Financial Officer; and

4. Mrs. Shabnum Zaman, Company Secretary.

Save and except as stated above, there are no other changes in the KMPs during the FY 2023-24.

e. Declaration from Independent Directors:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Director

have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under applicable laws and the policies of the Company.

During the year under review, a separate meeting of the Independent Directors was held on January 13, 2024.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.

f. Fit and Proper Policy:

The Company adheres to the process and methodology prescribed by the RBI in respect of the ‘Fit & Proper criteria as applicable to NBFCs, signing of Deeds of Covenants which binds the directors to discharge their responsibilities to the best of their abilities, individually and collectively in order to be eligible for being appointed/ re- appointed as a director of the Company.

All the directors of the Company have confirmed that they satisfy the ‘fit and proper criteria as prescribed in Chapter XI of RBI Scale Based Regulation and that they are not disqualified from being appointed/continuing as directors in terms of Section 164(2) of the Act. The prescribed declarations / undertakings given by the directors were placed before the Nomination and Remuneration Committee and Board for its review and noting.

g. Familiarization Programme for Independent Directors:

In compliance with the requirement of Regulation 25 of SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them about the Company and their roles, rights, responsibilities in the Company. The details of the familiarization programme along with the number of hours spent by each of the Independent Director during the FY 2023-24 are explained in the Corporate Governance Report. The same is also available on the website of the Company at https://poonawallafincorp.com/ pfca/assets/pdf/PFL-Familiarization-Program- FY23-24.pdf

h. Performance Evaluation:

The Board conducted the performance evaluation of the Individual directors, Board Committees, Board as a whole and the Chairman of the Board in accordance with the provisions of the Act and the SEBI Listing Regulations, including the Guidance Note on Board Evaluation issued by SEBI.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance through structured questionnaire. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Also, the Nomination and Remuneration Committee has carried out an evaluation of every directors performance and reviewed the self-evaluation submitted by the respective directors. These meetings were intended to obtain Directors input on effectiveness of Board/Committee processes.

The Board considered and discussed the input received from the directors. Further, the Independent Directors at their meeting reviewed the performance and role of Non- Independent Directors and the Board as a whole and Chairperson of the Company and had also assessed the quality, quantity, and timeliness of flow of information between the Company management and the Board that was necessary for the Board to perform their duties effectively and reasonably.

i. Outcome of evaluation process:

Based on inputs received from the members, it emerged that the overall performance evaluation of the Board, composition, and quality, understanding the business including risks, process and procedures, oversight of financial reporting process including internal controls and audit functions, ethics and compliances and monitoring activities, has been found to be reasonably good. Similarly, the effectiveness of the Board Committees has been rated high. The Committees of the Board function effectively. Sufficient time is allotted for discussion of the agendas. Contrary views were also encouraged and the same were viewed in the right perspective. The performance of the Chairman of the Company has been found to be Excellent and was rated 5 within the overall rating scale of 1 to 5. The Chairman demonstrates effective leadership qualities and skills, provides strategic directions and guidance to the Company and addresses recommendations/ suggestions of the Board Members including divergent views. Overall, the Board is functioning very well in a cohesive and interactive manner. Last year the recommendations of Independent Directors and Board on Performance Evaluation were largely implemented.

j. Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel, and their remuneration. The salient features of the Remuneration Policy are stated in the Corporate Governance Report. The Remuneration Policy of the Company is available on the Companys website at https:// poonawallafincorp.com/pfca/assets/pdf/PFL- Remuneration-Policy.pdf.

k. Code of Conduct for Directors and Employees:

The Company has adopted a Code of Conduct for its directors and employees including a Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The said Codes can be accessed on the Companys website at https://poonawallafincorp.com/pfca/assets/pdf/ PFL-Code-of-Business-Ethics.pdf.

In terms of the SEBI Listing Regulations, all directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief, your directors make the following statements in terms of Section 134 (5) of the Act:

a. that in the preparation of the annual accounts for the year ended March 31, 2024, the applicable Ind AS have been followed along with proper explanation relating to material departures, if any;

b. t hat such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made 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, 2024 and of the profit of the Company for the year ended on that date;

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

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

e. that proper internal financial controls are in place and that the financial controls are adequate and are operating effectively; and

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

MEETINGS:

A minimum of four pre-scheduled Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Companys specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

During the year under review, seven Board Meetings and seven Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

COMMITTEES OF THE BOARD OF DIRECTORS:

The Committees of the Board focus on certain specific

areas and make informed decisions in line with the

delegated authority.

a. Audit Committee

The Audit Committee presently comprises of Mr. Atul Kumar Gupta who serves as the Chairman of the Committee and Mr. Amar Deshpande, Mr. Prabhakar Dalal and Mr. Sanjay Kumar as other members. The terms of reference for the Audit Committee have been furnished in the Corporate Governance Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee presently comprises of Mr. Prabhakar Dalal who serves as the Chairman of the Committee and Mr. Amar Deshpande, and Mr. Atul Kumar Gupta as other members. The terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report.

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee presently comprises of Mr. Prabhakar Dalal who serves as the Chairman of the Committee, Mr. Abhay Bhutada, Mr. Sunil Samdani, and Mr. Sanjay Kumar as other members. The terms of reference of the Stakeholders Relationship Committee have been furnished in the Corporate Governance Report.

d. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee presently comprises of Mr. Abhay Bhutada who serves as the Chairman of the Committee and Mr. Sunil Samdani, Mr. Amar Deshpande, Mr. Prabhakar Dalal and Ms. Kemisha Soni, as other members.

The other Committees of the Board are the Asset Liability Management Committee, Risk Management Committee, IT Strategy Committee, Review Committee, and the Management Committee. The details of composition, terms of reference and number of meetings held for the respective Committees have been furnished in the Corporate Governance Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions and the same can be accessed on the Companys website at Policy on https:// poonawallafi ncorp.com/pfca/assets/pdf/PFL-Related- Partv-Transaction-Policv.pdf . All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. Disclosures of related party transactions of the Company with the promoter/ promoter group, which holds 10% or more shareholding in the Company, if any, is given in note to the Standalone Financial Statements. The nature of related party transaction require disclosure in AOC -2, the same is attached with this Report as an Annexure-2.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant material orders passed by the Regulators/ Courts/ Tribunals against the Company which would impact the going concern status or its future operations.

STATUTORY AUDITORS:

Based on the recom mendation of the Audit Com mittee and the Board, the members of the Company, at the 43^rd AGM held on July 25, 2023, approved the appointment of Kirtane & Pandit LLP, Chartered Accountants, (Firm Registration No.105215W/W100057), as Joint Statutory Auditors of the Company, to hold office from the conclusion of the Forty Third AGM until the conclusion of the Forty Sixth AGM of the Company.

Pursuant to the Companys Policy on appointment of Statutory Auditors (‘Policy) and the Circular No. DoS. CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 issued by the RBI (‘RBI Circular/ ‘Guidelines), prescribing the guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (Sas) of Commercial Banks (excluding Regional Rural Banks (‘RRBs)), Urban Co-operative Bank (‘UCBs) and Non-Banking Financial Companies (‘NBFCs) (including Housing Financial Companies (‘HFCs)) and in accordance with the requirements of Section 139 of the Act, read with Rules made thereunder, Walker Chandiok & Co LLP, Chartered Accountants, and Kirtane & Pandit LLP, Chartered Accountants, act as the Joint Statutory Auditors of the Company.

The terms of appointment of Walker Chandiok & Co LLP (Firm Registration No. 001076N/N500013) as one of the Companys Joint Statutory Auditors shall expire at the conclusion of the Forty Fourth AGM of the Company.

In view of the same, based on the recommendation of the Audit Committee, the Board at its meeting held on April 29, 2024, recommended and approved the appointment of M S K A & Associates, Chartered Accountants, (Firm Registration No. 105047W), as Joint Statutory Auditors of the Company, to hold office from the conclusion of the Forty Forth AGM until the conclusion of the Forty Seventh AGM of the Company, subject to the approval of the Members at the ensuing AGM.

M S K A & Associates established in 1978, is an Indian partnership firm registered with the Institute of Chartered Accountants of India (ICAI) and the PCAOB (US Public Company Accountancy Oversight Board) having offices across key cities in India. The Firm provides a range of services which include Audit & Assurance, Taxation and Accounting Advisory. The Firms Audit and Assurance practice has significant experience in auditing financial services clients including large NBFCs and Banks.

As required under Regulation 33(1)(d) of the SEBI Listing Regulations, the Joint Statutory Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (‘ICAI) and that they hold a valid certif?cate issued by the Peer Review Board of ICAI.

The Standalone and the Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed SIUT & Co LLP, Company Secretaries (Firm Registration No. L2021MH011500) to conduct the Secretarial Audit for the FY 2023-24. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, SEBI Listing Regulations and Guidelines and that the report does not contain any qualification, reservation, adverse remark, or disclaimer. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed herewith and marked as an Annexure-3.

Further, the Board of Directors at its meeting held on April 29, 2024, has re-appointed SIUT & Co LLP as the Secretarial Auditor of the Company for FY 2024-25 and FY 2025-26.

COST AUDITORS:

Being a NBFC, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable in respect of the business activities carried out by the Company.

SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In the financial sector, Environment, Social and Governance Practices (‘ESG) has become a critical area of focus. Your Company has constituted ESG Committee and adopted Environmental and Social Governance Policy & Governance Framework. As a responsible organisation your Company takes various measures to mitigate our impact on the environment, ensure our conduct is responsible towards our internal and external stakeholders and invest in good governance practices. Our various efforts towards responding to the stakeholder needs and concerns are addressed in the business responsibility and sustainability report (‘BRSR), covering the nine principles of National Guidelines on Responsible Business Conduct (NGRBC).

The BRSR provides an avenue for disclosing an overview of the entitys material ESG risks and opportunities, goals and targets related to sustainability and performance against them. As per Regulation 34 of the SEBI Listing Regulations, BRSR for FY 2023-24 forms part of this Report.

RBI GUIDELINES:

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non- performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital to risk-weighted assets ratio of the Company was 33.80% as on March 31, 2024. In line with the RBI guidelines for asset liability management (‘ALM) system for NBFCs, the Company has an Asset

Liability Management Committee, which meets quarterly to review its ALM risks and opportunities.

The Company continues to be in compliance with the RBI Scale Based Regulation.

CORPORATE GOVERNANCE:

The Company is committed to achieving and adhering to the highest standard of Corporate Governance. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. In terms of Regulation 34 of SEBI Listing Regulations read with Schedule V, the following forms part of this Report:

a. Declaration regarding compliance to Code of Conduct by the Board Members and Senior Management Personnel;

b. A certif?cate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/ Ministry of Corporate Affairs or any such statutory authority;

c. Report on the Corporate Governance; and

d. Practicing Company Secretaries certif?cate regarding compliance of conditions of Corporate Governance.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EX- CHANGE EARNING AND OUTGO:

Your Company does not have any activity requiring conservation of energy or technology absorption and foreign exchange earnings and outgo.

OTHER DISCLOSURES:

a. During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any Bank or Financial Institution during the year under review and hence the details of 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 is not applicable.

b. The Company has not defaulted in repayment of loans from Banks and Financial Institutions;

c. There were no delays or defaults in payment of interest/principle of any of its debt securities;

d. Disclosures pursuant to RBI Scale Based Regulation unless provided in the Boards

Report, form part of the notes to the Standalone Financial Statements;

e. There was no raising of funds through Preferential Allotment, Rights Issues or Qualified Institutional Placements, etc.

ANNUAL RETURN:

Pursuant to Sections 92 and 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available at the website of the Company at https://poonawallafincorp.com/investor-financials. php

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is disclosed in this Report as an Annexure 4.

In terms of the proviso to Section 136(1) of the Act, the Report is being sent to all Members, excluding the statement with respect to employees employed throughout the year and employees employed for part of the year who were in receipt of remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement is available for inspection by any Member on request. Any Member interested in obtaining a copy of the said statement, may write an email to the Company Secretary at secretarial@poonawallafincorp.com

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124(5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (‘IEPF Rules) relevant amount, which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (‘IEPF). During the year under review, your Company has transferred H5,61,478/- (Rupees Five Lakh Sixty One Thousand Four Hundred and Seventy Eight only) to IEPF Authority.

Pursuant to Section 124 (6) of the Act and read with Rule 6 of IEPF Rules all the underlying shares in respect of which dividends are not claimed/ paid for the last seven consecutive years or more are liable to get transferred to the IEPF Authority. Accordingly, during

the year under review 49,927 equity shares of face value of H2/- each, were transferred to IEPF Authority.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company and also the details of equity shares transferred to IEPF Authority on the Companys website (www. poonawallafincorp.com), and also on the Ministry of Corporate Affairs website (www.mca.gov.in).

FRAUD REPORTING:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of Act, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

APPRECIATION:

Your directors would like to record their appreciation of the hard work and commitment of the Companys employees and warmly acknowledge the unstinting support extended by its bankers, financial institutions, shareholders, regulators and other stakeholders in contributing to the results.

For and on behalf of the Board
Abhay Bhutada	Sunil Samdani
Managing Director	Executive Director
DIN:03330542	DIN:10301175
Pune
June 01, 2024