iii. The total cash outflow for leases for the year ended March 31,2023 was ? 360.61 Lacs (March 31,2022 - ? 351.59 Lacs)

iv. Extension and termination options:-

Extension and termination options are included in a number of leases. These are used to maximize operational flexibility in terms of managing the assets used in the Company's operations. The extension and termination options held are exercisable by both the Company and the respective lessor.

v. Critical judgments in determining the lease terrain determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

For leases of office premises, the following factors are normally the most relevant:

a) If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).

b) If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate).

c) Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

Most extension options in office leases have been included in the lease liability, because the Company could not replace the assets without significant cost or business disruption.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.

During the current financial year, no leases have been terminated. During the previous financial year, the financial impact of revising the lease terms to reflect the effect of exercising termination options was a net decrease in recognised lease liabilities and right-to use of assets of ? 37.24 Lacs and ? 35.58 Lacs respectively.

ii. Pursuant to approval of shareholders in an Extra Ordinary General Meeting held on June 19, 2021, the Company issued 176,735,820 equity shares of face value of T 21- each towards Bonus Shares on June 28, 2021 in the ratio 1:499.

iii. Pursuant to approval of shareholders in an Extra Ordinary General Meeting held on June 19, 2021, the Company converted cumulative compulsorily convertible preference shares (“COOPS”) into equity shares as follows:

a) June 03, 2021: 125,985 COOPS converted into 125,985 equity shares in the ratio of 1:1.

b) June 28, 2021: 468,289 COOPS converted into 234,144,500 equity shares in the ratio of 1:500.

iv. During the previous year, the Company completed an Initial Public Offering (IPO) of 58,262,397 Equity Shares of face value of ? 2/- each at a price of ? 980 per equity share comprising of fresh Issue of 38,265,306 equity shares and on offer for sale of 19,997,091 equity shares. [Refer note 33]

v. Rights, preferences and restrictions attached to shares

Equity Shares: The Company has only one class of equity shares having a par value of ? 2/- per share (March 31, 2022 - ? 2/- per share). Each shareholder is eligible for one vote per share held. Any dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

ii. Rights, preferences and restrictions attached to cumulative compulsorily convertible preference shares (‘CCCPS’)

The Company issued 594,274, 0.1 % cumulative compulsorily convertible preference shares (‘CCCPS’), Series A, Series B, Series C, Series D, Series E, Series F and Series G of ? 20 per share. These shares being mandatorily convertible along with other terms and conditions qualify as entirely equity in nature in accordance with Ind AS 32. Following were the terms and conditions of the instrument:

a. Voting right of cumulative compulsorily convertible preference shareholders was the same as that of equity shareholders and each holder of cumulative compulsorily convertible preference shares was entitled to one vote per share.

b. In addition to and after payment of the Preferential Dividend, each Series A, Series B, Series C, Series D, Series E, Series F and Series G Preference Share would be entitled to participate pari passu in any dividends paid to the holders of shares of any other class (including Equity Shares) or series on a pro rata, as-if-converted basis.

c. The preferential dividend was payable at the rate of 0.1 % per annum.

d. The Preferential Dividend @ 0.1 % per annum was cumulative and shall accrue from year to year whether or not paid, and accrued dividends shall be paid in full (together with dividends accrued from prior years) prior and in preference to any dividend or distribution payable upon Shares of any other class or series in the same fiscal year.

iii. Details of shareholders holding more than 5% shares in the Company is not applicable as the preference shares were converted

into equity shares. [Refer note (v)]

iv. Terms of conversion for cumulative compulsorily convertible preference shares

a. The Company issued 594,274 cumulative compulsorily convertible preference shares upto March 31, 2021, which were convertible into 594,274 equity shares of ? 10/- each at any time at the option of the holder of the preference shares.

b. The preference shares can be convertible automatically on (i) the expiry of 20 (twenty) years from the date of issue of such Preference Share; or (ii) upon the completion of a Qualified Public Offering and listing of all equity shares of the Company on the relevant stock exchange after such completion in accordance with the terms of the issue, whichever is earlier.

v. Conversion of cumulative compulsorily convertible preference shares into equity shares

Pursuant to approval of shareholders, the Company converted cumulative compulsorily convertible preference shares (“CCCPS”) into equity shares as per details given below:

a. June 03, 2021:125,985 CCCPS converted into 125,985 equity shares in the ratio of 1:1.

b. June 28, 2021: 468,289 CCCPS converted into 234,144,500 equity shares in the ratio of 1:500 taking effect of bonus shares issued to equity shareholders on June 28, 2021.

b. Equity settled share based payment reserve

Equity settled share based payment reserve is used to recognise the grant date fair value of options issued to the employees of the Company and its subsidiaries under ESOP scheme.

c. General Reserve

General Reserve created on forfeiture of ESOPs in earlier years.

d. Treasury shares reserve

Treasury Shares Reserve represents purchase value of own shares of the Company through Etechaces Employees Stock Option Plan Trust.

i. Compensated absences

The leave obligations cover the Company’s liability for earned leaves. The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Standalone Statement of Profit and Loss in the year in which they arise.

The amount of the provision of ? 195.62 Lacs (March 31, 2022 - ? 206.55 Lacs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.

ii. Defined contribution plans

a. Provident Fund

The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year ended March 31, 2023 towards defined contribution plan is ? 43.06 Lacs (March 31,2022 - T 60.97 Lacs). [Refer Note 16]

b. Employee State Insurance

The Company has a defined contribution plan in respect of employee state insurance. The expense recognised during the year ended March 31,2023 towards defined contribution plan is ? 0.64 Lacs (March 31,2022 - T1.65 Lacs). [Refer Note 16]

iii. Post employment benefit plan obligations- Gratuity

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

Assumptions regarding future mortality for pension are set based on actuarial advice in accordance with published statistics and experience. The discount rate assumed is determined by reference to market yield at the balance sheet date on government bonds. The estimates of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market.

d. Sensitivity analysis:

Significant estimates: Sensitivity of actuarial assumptions

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. Assumptions other than discount rate and salary growth rate are not material for the Company.

e. The major categories of plans assets are as follows:

Funds Managed by Insurer* -100%

*The Funds are managed by Life Insurance Corporation (LIC) of India. They do not provide breakup of plan assets by investment type.

Note 11: Employee benefit obligations

f. Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below: Asset volatility:

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through LIC under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.

Changes in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ assets maintained by the insurer. The gratuity fund is administered through (LIC) under its group gratuity scheme.

g. Defined benefit liability and employer contributions

The weighted average duration of the defined benefit obligation is 8.4 years (March 31,2022- 9.2 years).

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices/NAV, for example listed equity instruments, traded bonds and mutual funds that have quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. For example, unlisted equity securities, etc.

There are no transfers between levels 1 and 2 during the year.

The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period,

c. Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, trade payables and other financial liabilities are considered to be the same as their fair values due to their short term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

a. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customer

Trade receivables related credit risk

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Flowever, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.

Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence and goodwill. Outstanding customer receivables are regularly monitored by the management.

The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.

Trade receivables are written off when there is no reasonable expectation of recovery.

b. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The company’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds. Management monitors rolling forecasts of the company’s liquidity position and cash and cash equivalents on the basis of expected cash flows.

Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Treasury related credit risk

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.

c. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

The Company’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes/NAV of these investments are available from the mutual fund houses.

Profits/losses for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

B. Capital management

The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholder The capital of the Company consist of equity capital, intruments entirely equity in nature and accumulated profits/losses.

Notes:

Total debt = Lease liabilities Shareholder’s equity = Total equity

Earnings available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like loss on sale of Fixed assets etc

Debt service = Lease Payments

Net Profit = (Loss) / Profit for the year

Total Purchases = Advertising and promotion expenses Network and internet expenses Other expenses - Loss allowance: trade receivables and other financial assets - Bad debts - Loss on sale of property, plant and equipment - Property, plant and equipment written off - Vendor advances written off - Net loss: foreign exchange differences - Interest on unwinding of security deposits

Working Capital = Current assets - Current liabilities

Earning before interest and tax = (Loss) / Profit before tax Finance Cost

Capital Employed = Total equity - intangible assets lease liabilities

Note 33: Utilisation of the IPO proceeds:

The Company, in the financial year ended March 31, 2022, completed the Initial Public Offering (IPO) of 58,262,397 equity shares of face value of T 2 each for cash at a price of T 980 per equity share aggregating to T 570,971 lacs comprising a fresh issue of 38,265,306 equity shares aggregating to ? 375,000 lacs and on offer for sale of 19,997,091 equity shares aggregating to T 195,971 lacs. Pursuant to the IPO, the equity shares of the Company got listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on November 15, 2021. Out of the proceeds of offer for sale, ? 174,180.69 lacs (net of selling shareholders share of IPO related expenses and applicable taxes) was remitted to selling shareholders.

The Company incurred ? 17,911.01 lacs as IPO related expenses which were proportionately allocated between the selling shareholder and the Company. The Company’s share of expenses was ? 11,749.11 lacs, out of which T 10,465.99 lacs was adjusted against securities premium and ? 1,229.22 lacs was charged to statement of profit & loss in the previous financial year. The Company charged ? 6,161.60 lacs from the selling shareholder towards their share of IPO expenses. The utilisation of the net IPO proceeds is summarised as below:

Note 34: (a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

b. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

Note 35: Additional regulatory information required by Schedule III

i. Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii. Borrowing secured against current assets

The Company has no borrowings from any banks or financial institutions during the current or previous financial year.

iii. Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

iv. Relationship with struck off companies

The Company has no balances outstanding/ transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 as at and for the year ended March 31,2023 (March 31,2022 - Nil).

v. Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

vi. Compliance with approved scheme(s) of arrangements

The Company in its board meeting held on April 26, 2022 approved merger of Makesense Technologies Limited with the Company pursuant to section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, arrangements and amalgamations) rules, 2016. The Merger application was filed with National Stock Exchange of India Limited and BSE Limited on May 18, 2022. Further, the Joint Application before the Hon’ble National Company Law Tribunal (Flon’ble Tribunal), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was filed on May 03, 2023.

vii. Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

viii. Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

ix. Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

Note 36: Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. For this purpose, the Company has appointed an independent consultant for conducting a Transfer Pricing study (the ‘study’) for the Assessment Year 2023-24. In the unlikely event that any adjustment is required consequent to completion of the study for the year ended March 31, 2023, the same would be made in the subsequent year. Flowever, management is of the opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 37: Segment information

An operating segment is the one whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified its Chief Executive Officer and Chief Financial Officer as its Chief operating decision maker (CODM). The Company’s business activities fall within a single business segment as the Company is engaged in the business of rendering online marketing and information technology consulting & support services largely for the financial services industry, including insurance. Based on nature of services rendered, the risk and returns, internal organization and management structure and the internal performance reporting systems, the management considers that the Company is organized basis a single segment of rendering a bundle of services to the financial services industry, including insurance. The chief operating decision maker reviews the performance of business on an overall basis. As the Company has a single reportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating segment is not applicable. Further, the Company earns entire revenue within India only.

The revenues of ? 911.44 lacs are derived from two individual external customers (March 31, 2022 - T 3,307.15 lacs from three individual external customers).

Note 38: Events occurring after the reporting period

a. The Company, subsequent to the year ended March 31,2023, has invested funds amounting to T 3,997.39 Lacs in equity shares of PB Fintech FZ-LLC (a “wholly owned subsidiary Company”). The Company has purchased 15,337 shares at a price of T 26,063.69 per share on April 05, 2023.

b. These financial statements were approved and adopted by Board of Directors of the Company in their meeting held on May 22, 2023.