Annual Report Poonawalla Fincorp Limited

June 22, 2024
BSE Limited National Stock Exchange of India Limited

Corporate Relationship Department The Listing Department,
25th Floor, Phiroze Jeejeebhoy Towers, Exchange Plaza,
Dalal Street, Fort, Bandra- Kurla Complex, Bandra (East),
Mumbai - 400 001. Mumbai - 400 051.
BSE Scrip Code: 524000 NSE Symbol: POONAWALLA
Dear Sir / Madam,
Subject: Notice of Annual General Meeting and Annual Report for the Financial Year
2023-24.
Reference: Regulation 30, 34 & 53 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
This is in furtherance to our letter dated April 29, 2024, we hereby inform you that the 44th Annual
General Meeting (“AGM”) of the Company will be held on Tuesday, July 23, 2024, at 02:00 P.M
through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”).
Pursuant to Regulation 30 and 34 read with Paragraph A of Part A of Schedule III and Regulation 53
of SEBI Listing Regulations, we are enclosing herewith the following:
I) Annual Report of the Company for the Financial Year (FY) ended March 31, 2024.
II) Notice of the AGM of the Company (including e-voting instructions).
The Annual Report for the FY 2023-24 and the Notice of the AGM is available on the Company's
website at the link i.e., https://poonawallafincorp.com/investor-financials.php.
Further, in compliance with circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”)
and the Securities and Exchange Board of India (“SEBI Circulars”), copies of the Annual Report for
the FY 2023-24 and Notice of the AGM of the Company (including E-voting instructions) are being
sent through electronic mode to all the Members whose email addresses are registered with the
Registrar and Share Transfer Agent viz. Link Intime India Private Limited or the Depository
Participant(s).
Book Closure Notice: Pursuant to the provisions of Section 91 of the Companies Act, 2013 and the
Rules framed thereunder, Notice is hereby given that the Register of Members and Transfer Books of
the Company will remain closed from Wednesday, July 17, 2024 to Tuesday, July 23, 2024 (both days
inclusive) for the AGM.
Cut-off date and E-voting details: Pursuant to the provisions of Section 108 of the Companies Act,
2013 and the Rules framed thereunder, as amended from time to time and read with MCA Circulars
and SEBI Circulars, the Company is pleased to provide all its Members the facility to exercise their
vote electronically at the AGM of the Company, on all resolutions set forth in the Notice of the AGM.
Members of the Company holding shares either in physical or in dematerialized form as on the cut-off
date, i.e., Tuesday July 16, 2024, may exercise their votes electronically. The voting rights of Members
shall be in proportion to their share in paid up equity capital of the Company as on Tuesday, July 16,
2024 (“cut-off date”). A person whose name is recorded in the Register of Members or in the Register
of Beneficial Owners maintained with the Depositories as on the cut-off date only shall be entitled to
avail the facility of remote e-voting or e-voting at the AGM. The remote e-voting period begins on
Friday, July 19, 2024, at 09:00 A.M. (IST) and ends on Monday, July 22, 2024, at 05:00 P.M.
(IST).
The Company is providing VC/OAVM through National Securities Depository Limited (“NSDL”)
platform for the Members to participate in the AGM. Members may access the same at
https://www.evoting.nsdl.com through the same login credentials provided to them for e-voting.
Further, the detailed instructions for e-voting, participation in the AGM through VC and remote e-
voting have been provided in the Notice of the AGM.
We hereby request you to take the above information on record.
Thanking You,
Yours faithfully,
For Poonawalla Fincorp Limited
SHABNUM Digitally signed by
SHABNUM ZAMAN
ZAMAN Date: 2024.06.22

23:41:27 +05'30'
Shabnum Zaman
Company Secretary
ACS-13918
Enc: A/a
Annual Report
FY 2023-24
The duo that redefined excellence in the NBFC sector
READY FOR THE FUTURE.

ROOTED IN TRUST.
Company Overview Statutory Reports Financial Statements
WHAT’S INSIDE
READY FOR THE FUTURE.
ROOTED IN TRUST.
OVERVIEW ESG AT POONAWALLA FINCORP
About Poonawalla Fincorp Limited 02 Environment 46
Business model 06 Social 47
New digital gateway 08 • Community 47
• People 48
Board of Directors 10
Governance 50
At Poonawalla Fincorp, our As we look to the future, our roadmap
Management team 12
commitment to being ‘Ready for includes expanding our digital footprint,
PERFORMANCE REVIEW OUR ACHIEVEMENTS the future’ is complemented by our enhancing customer experiences, and
Message from the Chairman 14 Awards and recognition 52 deeply rooted trust in our values and integrating advanced technologies
Message from the Managing Director 16 strategies. As we embrace industry- that drive us toward becoming a
STATUTORY REPORTS
Our performance 18 leading financial solutions, our focus leading figure in the non-banking
Board’s Report 54
Three years of financial, operational remains on building sustainable financial sector.
Management Discussion and Analysis 80
and strategic triumphs 20 pathways that anticipate and adapt to
Report on Corporate Governance 94 This year’s theme ‘Ready for the
the evolving needs of our clients. Our
CREATING VALUE FOR Business Responsibility and Future. Rooted in Trust’ reaffirms our
STAKEHOLDERS agenda is clear: to sculpt a financial
Sustainability Report 140 commitment to integrity, transparency,
landscape that is robust, inclusive, and
Operating environment 24 reliability, and customer-centricity. It is
FINANCIAL STATEMENTS forward-thinking.
Realising Vision 2025 26 about moving forward without losing
Standalone Financial Statements 178
Our strategy 28 Leveraging our extensive industry sight of the values that define us -
Consolidated Financial Statements 286
Consumer and MSME focused play 38 knowledge and ethical business ensuring that we grow, innovate, and
Corporate information 379
Risk management 40 practices, we continue to navigate lead without compromise.
Glossary 382
through challenges with agility and
NOTICE 384 resilience, ensuring that every decision
and action aligns with our long-term
vision of growth and excellence.
A MILESTONE YEAR New digital gateway Three years of financial, Consumer and MSME
Read more on page 08-09 operational and strategic focused play
D25,003 Crore D35,877 Crore D8,116 Crore* triumphs Read more on page 38-39
Asset under Management Market Capitalisation, Shareholder’s Fund Read more on page 20-21
as on March 31, 2024
55% YoY
33.8% 11.20% D1,027 Crore**

Capital to Risk-weighted Net Interest Margin (NIM) Profit after Tax (PAT)
Assets Ratio (CRAR)
Regulatory requirement: 15% 51 bps YoY 83% YoY
5.24% D1,389 Crore 1.16%

Return on Assets Operating Profit Gross Non-performing Assets (GNPA) Poonawalla Fincorp Limited, part of the
Cyrus Poonawalla Group, is an NBFC
100 bps YoY 127% YoY 28 bps YoY focusing on consumer and MSME finance.
With a focus on technology and innovation,
0.59% we aim to unlock new opportunities and
Net Non-performing support our customers’ growth.
Assets (NNPA) NSE: POONAWALLA
19 bps YoY BSE: 524000
*All financial figures presented herein reflect FY 2023-24 results and are based on standalone
* Net of treasury shares and treasury reserve of H187 Crore.
financial statements.
** Excluding exceptional gain
B POONAWALLA FINCORP LIMITED Annual Report 2023-24 01

ABOUT POONAWALLA FINCORP LIMITED
FINANCING THE FUTURE OUR COMPETITIVE EDGE
Poonawalla Fincorp Limited, is a systemically important non-

deposit taking NBFC, registered under the Reserve Bank
of India. We specialise in offering a wide range of financial Strong Digital
Risk-first and
fundamentals nativity
services, including consumer and MSME financing. superior-return approach
We maintain AAA/Stable rating Poonawalla Fincorp emerged
We emphasise rigorous risk
from both CRISIL and Care in the digital era, infused with
assessment processes to
Being a part of the prestigious Cyrus Poonawalla Group empowers us to tap into the conglomerate’s Ratings, signifying our robust a digital DNA that emphasises
ensure the onboarding of the
expertise and resources. This advantage allows us to curate a broad range of financial products, uniquely financial health and reliability. agility, adaptability, and
right customers, enhancing
positioned to meet the expanding credit requirements of our customers. We are well-capitalised, flexibility. This foundational
the quality and reliability of
ensuring a stable foundation trait empowers us to respond
our portfolio. Through active
for our continued growth and swiftly to customer needs with
portfolio management, we
innovation. Our commitment to innovative financial solutions,
strive for optimisation of returns,
20
maintaining excellent portfolio making us a future-ready
aligning financial growth with
quality is evident in our strong, financial institution equipped to
risk mitigation.
OUR DIVERSIFIED well-diversified book with the navigate the complexities of a
States and Union lowest GNPA and NNPA in rapidly evolving landscape. This strategy is complemented
Territories covered PORTFOLIO the industry - underscoring by our commitment to reducing
our strategic approach turnaround times (TAT) and
to risk management and increasing transparency,
Consumer financing customer satisfaction. making our operations more
efficient and trustworthy. Our
62.13%
• Pre-owned cars ‘choice of rejection’ model
• Digital personal loan meticulously gauges client risk
• Digital consumption loan to ensure prudent financial
Promoter holding • Co-branded credit card solutions, offering competitive
Entrepreneurial Execution interest rates to attract low-
mindset excellence risk clients while maintaining
portfolio quality and compliance.
We have successfully cultivated We are guided by a well-defined This dynamic approach
6.9 Mn+
MSME financing
a pool of next-level leaders, strategy with a laser-sharp enhances client trust and
• Digital business loan fostering a culture that focus on specific segments– sustainable growth.
• Digital loan to professionals embraces innovation and an Consumer and MSME. This
Satisfied customers • Machinery loan entrepreneurial mindset. clarity is complemented
• Loan against property This ensures that our team is by relentless execution
• Medical equipment loan prepared for future challenges excellence, which is reflected
• Supply chain finance and proactive in identifying and in our consistent quarter-on-
seizing new opportunities. quarter performance since
AAA/Stable
the acquisition.
Long term credit rating by CRISIL & CARE Ratings
2,384
Understanding of consumer and market trends
Our execution strategy is firmly rooted in strong signals from
both strategic and operational perspectives across products and
Employees processes. This approach ensures that every action we take is backed
by data and insights, allowing us to make decisions that are timely
while being aligned with our long-term objectives.
* All figures are as on March 31, 2024
02 POONAWALLA FINCORP LIMITED Annual Report 2023-24 03

ABOUT POONAWALLA FINCORP LIMITED
SETTING NEW STANDARDS

STANDING OUT IN A COMPETITIVE ENVIRONMENT
Guided by Passion, People, Purpose, Principles and
Possibilities, we strive for transparency, integrity, and
excellence in our business activities. With a commitment to AUM growth Portfolio quality Operating efficiency
innovation and customer trust, we enable dreams and set Our AUM has consistently We maintain best-in-class GNPA There has been a consistent
new benchmarks in our pursuit of increased quarter over quarter, and NNPA levels reduction in our operational
showcasing our strong financial expenditure ratio (Opex to AUM
business excellence. growth ratio), enhancing our overall
operating efficiency
Digital-first approach Customer satisfaction
Our digital-first strategy has We have observed improvements

increased customer acquisition, in our Net Promoter Score (NPS),
scale, and efficiency, streamlining indicating increased customer
Vision
operations across the board satisfaction and loyalty
To be the Most Trusted Financial
Services Brand
Trust: Denotes legacy and

brand promise.
Financial Services:
Holistic term that broadly WE HAVE BUILT AN ENGINE THAT IS
defines the current and future
business expansion.
Scalable Sustainable Resilient
Well-positioned for the next level Incorporates built-in risk Features risk-calibrated
of growth mitigation strategies onboarding and the ability to
perform consistently across
various cycles, enhanced by
Mission
adaptability
To help individuals and businesses
achieve more by offering the
‘best-in-class customer-centric Efficient Experiential
products and solutions’ Our efficiency is rooted in Dedicated to delivering customer
productivity optimisation delight through enhanced
experiences
Values
Collaborative THEREBY LEADING TO
Responsible
Entrepreneurial
Direct Sustainable superior performance
Innovative
Transparent

BUSINESS MODEL
EFFICIENCY MEETS
STRONG RESULTS
Strategic priorities
VALUE DRIVERS VALUE CREATION PROCESS OUTCOMES
Customers Customers
Our enhanced business model is
We are dedicated to meeting We aim to empower individuals across
every customer need with
designed to serve the best interests Differentiating by offering India by providing prompt financial
customised products, of our stakeholders, and we are superior customer value support for their ambitions. Having
efficient services, and served over 6.9 million customers, we
total transparency.
actively working towards this goal. have enhanced the efficiency of our
loan disbursal process.
Employees
Consumer and Secured and
As an equal opportunity MSME lending unsecured loans
Employees
employer, we are recognised Aligning distribution and products
for our inclusive workplace that suit target markets Our organisation prides itself on a
and commitment to rich culture and strong commitment,
nurturing talent at all levels. supported by a high-performing
workforce. We are proud to be certified
as a Great Place to Work.
Products and services
We offer a diverse range
of products tailored to
both consumer and
BUSINESS Digital-first, technology-led
to the core
Communities
MSME segments. ACTIVITY We actively support education

and promote health and wellness
initiatives for marginalised
Technology, data and
communities throughout the country.
risk management
Our digital-ready platform
enhances database Upholding robust Investors
capabilities, effectively credit quality
mitigating risks and meeting Digital Risk Our robust financial performance
customer demands. innovation management and an effective ESG approach
facilitate long-term sustainability and
investor confidence.
Governance
We strictly adhere to ethical
Capitals impacted
governance frameworks, Continuously optimising cost of Government
ensuring enduring growth. Financial Human borrowing and liquidity
We maintain timely compliance
capital capital
with regulations, uphold transparent
Communities
business practices, and ensure timely
Our operations are deeply Intellectual Natural tax payments, contributing positively
integrated with the communities capital capital to governance and societal trust.
we serve, establishing the
social license that guides Future-ready human capital with
Social and
our commitment to positive strong leadership
relationship
societal impact.
capital

STORY IN FOCUS
NEW DIGITAL GATEWAY

The Poonawalla Fincorp app, launched in FY 2023-24, offers a user-friendly FEATURES
digital platform for all the financial needs of an individual. With features like Instant loan
instant loan approvals, complete digital onboarding, and comprehensive Our instant loan revolutionises the
borrowing experience by providing quick
account management, the app provides a secure and efficient way to access approvals and disbursals directly through
a range of financial products and services. the app. This feature eliminates traditional
paperwork and long waiting periods,
enabling users to access funds when they
need them most, all in a few clicks.
Functionality and customer experience Operational efficiency and customer

engagement
Designed for ease and efficiency, our app guarantees
a user-friendly experience, making financial Our digital solutions drive operational efficiency
management accessible to everyone, anytime and enhance customer engagement through
and anywhere. personalised alerts, offers, and support, ensuring
satisfaction and loyalty.
Transparency and security in transactions
We prioritise your security and transparency. The 100% digital journey capability
platform uses advanced encryption and real- Our platform offers a 100% digital journey,
OBJECTIVE OF time monitoring to secure all transactions. Every from account creation and loan application to
operation is logged and transparent, providing users management and repayment. This seamless digital
THE APP with the confidence that their financial activities are path ensures efficiency and user satisfaction without
• Transform the user both safe and private. the need for physical banking interactions.
experience by providing a
seamless digital interface for
accessing financial products Ease of use and universal accessibility Optimised turnaround time
and services. Our app is built to ensure ease of use for all The app reduces turnaround time with streamlined
customers, regardless of technological skill. With processes and automated decision-making,
• Enhance engagement
support for multiple languages and adaptive allowing for quicker responses to loan applications
through an intuitive design
design, it is accessible on various devices, and customer inquiries, enhancing overall service
that simplifies navigation and
providing a consistent experience that caters to efficiency and user experience.
transaction processes.
all users.
• Offer comprehensive digital
support, from initial inquiry
to transaction completion,
ensuring a fully integrated
financial journey for every user.
100%
Short-Term Personal Loan
>90%
Cash collection transformed to
>90%
Reduction in loan processing
(STPL) customer onboarding ‘Digital mode of payment’ time by ensuring decentralisation
through app at branch

BOARD OF DIRECTORS
COMMANDING THE COURSE
Mr. Adar Cyrus Poonawalla Mr. Abhay Bhutada Mr. Sanjay Kumar Mr. Atul Kumar Gupta
Chairman Managing Director Independent Director Independent Director
AC NRC RC ITSC
ALM MC RC ESG ISC CSR SRC ITSC RMC AC RMC SRC ALM RC
Mr. Sunil Samdani Mr. Amar Deshpande Ms. Kemisha Soni

Executive Director Non-Executive Director Independent Director
CSR MC
RMC SRC CSR ALM MC RC ITSC ESG ISC CSC CSC AC NRC RMC CSR ALM MC RC SRC
BOARD COMMITTEES OTHER COMMITTEES
AC Audit Committee ALM Asset Liability ESG Environmental and Social

Management Committee Governance Committee
Nomination &
NRC IT Strategy ISC IT Steering Committee
Remuneration Commitee ITSC
Committee
Stakeholders CSC Customer Service committee
SRC Review
Relationship Committee RC
Committee
Corporate Social Skills and expertise*
CSR
Responsibility Committee Management • Market understanding
MC
Committee • Understanding of business/industry
Risk Management
RMC • Financial understanding
Committee
• Strategy and strategic planning
RMC ITSC ALM RC NRC SRC AC CSR MC
• Critical and innovative thoughts, and
Chairman Member
risk compliance oversight
Mr. Bontha Prasad Rao Mr. Prabhakar Dalal of Committee of Committee
Independent Director Independent Director *The skills and expertise mentioned are
possessed by every Board member.

MANAGEMENT TEAM
DIRECTING OUR JOURNEY
Mr. Sanjay Miranka Mr. Hiren Shah

Mr. Abhay Bhutada Mr. Sunil Samdani
Chief Financial Officer Head- Strategy, BIU & IR
Managing Director Executive Director
Mr. Manish Chaudhari Mr. Manoj Gujaran Mr. Dhiraj Saxena Ms. Smita Mitra
Head of Retail Assets Chief Compliance Officer Chief Technology Officer Head - Human Resources
Mr. Anup Agarwal Mr. Rajendra Tathare Mr. Ashish Mehta

Chief Internal Auditor Chief Risk Officer Chief of Staff

MESSAGE FROM THE CHAIRMAN
FUTURE FORWARD
Dear Stakeholders, India’s economic backdrop growth by focusing on prime,
presents a fertile ground for bureau-tested customers, thereby
In the 44th Annual Report, I am
the financial services sector to minimising credit risk. Our efforts
delighted to review a year marked
expand and innovate, especially have led to a long-term credit
by robust strategic execution and
in areas such as digital banking rating upgrade to AAA by CRISIL,
accomplishments that solidified
and financial inclusion. These following a similar endorsement
our position as one of the fastest-
developments are crucial as they by CARE Ratings.
growing NBFCs in the country.
enhance service delivery and
Our journey, defined by progress Through investments in
support broader economic growth
and efficiency, continues to be in technology, we have streamlined
and stability. A critical aspect of
alignment with our vision. our platforms and services and
the expansion is addressing the
made financial solutions more
Setting the context issue of timely credit availability
accessible, thereby enhancing
at the right price point - which
The global economy has displayed customer engagement. Our
remains significant in India. By
remarkable resilience in the year, innovative and customer-
extending financial services and
having successfully navigated a centric strategy guarantees our
credit at the right time and price
host of challenges, and identified leadership in responsible and
point, we catalyse economic
opportunities amid the diverse sustainable lending – our strong
inclusivity and empower a larger
economic conditions in various competitive advantage. These
section of society.
regions. The Indian economy efforts have positioned us at the
notably distinguished itself Our positioning forefront of the digital lending
as one of the fastest-growing space and have set the stage for
As we continue to explore
major economy, driven by sustained success in the present
the promising yet complex
robust domestic consumption, and future.
economic terrains both globally
favourable demographics and
and domestically, the agility Looking ahead
government initiatives towards
and operational resilience of
infrastructure enhancement. This As Poonawalla Fincorp
our business will be pivotal in
was further supported by broad- progresses towards our Vision
seizing opportunities and driving
based industrial growth, especially 2025, we are solidifying our
sustained growth. At Poonawalla
in manufacturing. position as a technology driven,
Fincorp, we have fine-tuned our
diversified NBFC. Guided by
The financial services sector strategies to capitalise on the
our six strategic pillars that are
in India has flourished and is a expansion of the Indian economy,
centred around customer focus,
catalyst for economic momentum in alignment with the shifts in the
people, market understanding,
through innovative strides in banking, financial services, and
digital-first approach, robust
fintech, digital banking, and insurance (BFSI) sector.
cost management and high
inclusive finance. The Reserve
Our strong focus on digital credit quality, we are on track to
Bank of India’s (RBI) effective
innovation and customer- achieving our goals.
inflation management also
centricity has enabled us to
contributed to maintaining a Together, we are moving forward
enhance service delivery and
Mr. Adar Cyrus Poonawalla stable interest rate environment,
operational efficiency. Being
with resolve and optimism, ready
Chairman – Poonawalla Fincorp Limited laying the groundwork for long- to embrace the opportunities of
amongst the lowest cost fund
term investments. The RBI a new era. I thank you for being
raiser in the industry provides us
decided to keep the policy repo a part of this incredible journey
“Our innovative and customer-centric strategy guarantees our significant competitive advantage.
rate unchanged at 6.5% as retail towards growth and success.
This is further strengthened by
leadership in responsible and sustainable lending – our strong inflation continues to be above
our fundamentals and portfolio
competitive advantage. These efforts have positioned us at the forefront its target of 4%. As inflation is Warm regards,
quality. Our superior portfolio
of the digital lending space and have set the stage for sustained success projected to converge to target
quality ensures asset health Adar Cyrus Poonawalla
levels by 2025, the stage is set for
in the present and future.” with Net Stage 3 well below Chairman
potentially more accommodating
1%. Further, we maintain robust
monetary policies.

MESSAGE FROM THE MANAGING DIRECTOR
A CULTURE OF EXCELLENCE in the market and the ability to

scale sustainably. Our AUM has
seen an impressive growth to
collection efficiency reinforce our
operational strategy. May 2024
marked a significant milestone
accountability in all our business
dealings. By regularly reviewing
and updating our governance
H25,003 Crore, marking a 55% with the launch of a co-branded practices, we stayed aligned with
increase YoY. The operating profit credit card, enhancing our the latest regulatory requirements
and PAT stood at H1,389 Crore product offerings. and best practices.
and H1,027 Crore, respectively,
Our focus on digital The road ahead
supported by an impressive NIM
transformation is exemplified by
which improved from the previous Reflecting on our journey since
the integration and success of
year. With an opex to AUM ratio the acquisition of Magma in 2021,
our Poonawalla app. The app has
of 4.12%, among the best in the it is with a sense of fulfilment
simplified financial transactions
industry, and a commendable that I observe the strides we
for our customers and improved
CRAR level of 33.8%, well above have made. Our vision was clear
our operational efficiency by
the regulatory requirement, your and ambitious; our execution
reducing turnaround time and
Company maintains a healthy was precise and unfaltering. Our
operational costs. By leveraging
liquidity profile. customer-centric strategies have
technology, we continue to
led us to achieve competitive
Our asset quality metrics highlight optimise our service delivery
pricing, rapid service delivery,
our rigorous risk management and ensure efficient, secure, and
and effective interactions. We
procedures and prudent credit satisfying customer interaction,
charted our course with a focus
practices. We achieved a Gross thereby building loyalty and trust.
on product innovation, market
NPA of 1.16%, a decrease of
Our success is directly linked to penetration, and enhanced
28 basis points YoY, while our
our employees. We are focused customer engagement, all while
Net NPA for the year stood at
on improving our human capital streamlining our operations
0.59%, an improvement over
management by building a through branch rationalisation
19 basis points against the
responsive and agile workforce and leveraging top-tier
previous year. We also leverage
that is aligned with our corporate technology and analytics.
a well-balanced secured mix of
values and goals. This human-
49:51, effectively managing risk The numbers speak eloquently
focused approach supports
through a diversified portfolio of our transformation. In just
the precise execution of our
that avoids concentration in any three years, our AUM soared
strategic objectives. Additionally,
one area. Our sourcing is entirely by 2.4 times to H25,003 Crore.
our focus on creating a positive
organic, with no reliance on DA/ Efficiency and productivity have
work environment has been
PTC. We have also maintained seen parallel improvements; AUM
acknowledged through our
one of the industry’s lowest per employee increased fivefold
certification as a “Great Place to
borrowing costs with the average from H2.14 Crore to H11 Crore.
Work” and several other awards.
cost of borrowing recorded at Simultaneously, the Profit before
Mr. Abhay Bhutada 8.06%. This is a result of our well- Our ESG approach Tax per employee surged from
Managing Director – Poonawalla Fincorp Limited diversified borrowing profile that H0.12 Lakh to H68 Lakh. This surge
covers various banks, financial To minimise our environmental
in productivity was achieved
institutions, and capital market impact, accelerate community
by optimising our workforce,
“In just three years, our AUM soared by 2.4 times to H25,003 Crore. Efficiency and development, and uphold strict
participants, creating a robust facilitated by our digital-first
productivity have seen parallel improvements; AUM per employee increased fivefold and stable financial foundation. governance standards, we
strategy. Our steadfast pursuit of
from H2.14 Crore to H11 Crore.” These efforts improve financial conduct our operations with
Vision 2025 continues, guided by
stability and allow us to provide integrity and transparency. We are
our long-term strategic goals.
competitive financial solutions to actively engaged in environmental
our customers. sustainability efforts and invest I reflect with pride on Poonawalla
Dear Stakeholders, Excellent financial Additionally, this approach has in sustainable technologies to Fincorp’s ability to sustain growth
As we mark the end of another
performance enabled us to focus on prime
Operational excellence and implement green initiatives, and profitability, charting a clear
customers, maintaining superior reduce our carbon footprint and pathway into the future. Guided
financial year, I am delighted Poonawalla Fincorp continues to strategic initiatives
strengthen its presence across asset quality and driving stable, optimise resource use. by operational excellence and
to celebrate the collective At Poonawalla Fincorp, we
India with 102 branches in 20 risk-managed growth. Our focus resilience, your Company is
achievements and progress of operate with the nimbleness of a In the social realm, we extend
states and union territories, on digital transformation and well positioned to capitalise on
Poonawalla Fincorp. Looking back fintech, the reliability of an NBFC, our efforts to empowering
alongside a robust digital customer-centric initiatives sees the opportunities and navigate
at the year, our astute decisions and the straightforwardness of underprivileged communities
platform. This dual approach us capitalising on emerging the challenges ahead. On this
and strategic diligence have a bank, which ensures utmost through various Corporate Social
enables us to effectively penetrate opportunities within India’s note, I extend my best wishes to
enabled us to move forward with transparency and places customer Responsibility (CSR) initiatives
diverse markets, serving dynamic economic landscape. Poonawalla Fincorp for continued
a strengthened market position interests at the forefront— across education, healthcare, and
and enhanced shareholder both MSMEs and consumer Over the past financial year, success in its future endeavours.
guaranteeing no hidden fees. We skill development.
value. The year has been one of segments. Our geographically your Company recorded its have enhanced our operational
insightful leadership and shared diversified portfolio, supported highest annual disbursement of frameworks to efficiently cater to On the governance front, Warm regards,
efforts, resulting in growth and by our physical footprint and H33,289 Crore (111.34% increase our diverse customer base and Poonawalla Fincorp adheres
Abhay Bhutada
success across your Company. digital services, minimises YoY), reflecting the positive streamline internal processes. to the highest standards of
Managing Director
market concentration risks and reception of our financial products Strategic reductions in the legacy corporate governance, upholding
improves customer accessibility. portfolio coupled with robust transparency, fairness, and

OUR PERFORMANCE
SNAPSHOT OF OUR PROGRESS

Disbursements (C Crore) Asset under management (C Crore) Return on assets (%) Gross stage 3 assets/Gross NPA# (%)
33,289 25,003 5.24* 3.29
4.24*
16,143
15,751 2.70
11,765 1.44
1.16
7,524
FY 21-22 FY 22-23 FY 23-24 FY 21-22 FY 22-23 FY 23-24 FY 21-22 FY 22-23 FY 23-24 FY 21-22 FY 22-23 FY 23-24
The Company’s disbursements have shown a remarkable Growth in the Company’s AUM demonstrates effective The return on assets has improved, showcasing efficient The reduction in gross NPA reflects enhanced credit
increase, reflecting a strong growth trajectory. This consistent portfolio management and strategic expansion. This growth asset utilisation and profitability. This improvement aligns quality and effective risk management. The Company’s
rise in disbursements highlights the Company’s expanding reflects our ability to attract and manage a larger volume of with the Company’s strategic focus on high-quality asset commitment to maintaining asset quality is evident in the
reach, effective customer acquisition strategy and efficiency assets, leveraging technological advancements and strong growth and operational excellence. consistent decrease in NPAs.
in loan processing, supported by a robust digital infrastructure market positioning. # Comparison of aligned GNPA / NNPA September 2022 onwards drawn
*Excluding exceptional items
and a customer-centric approach. from GS3 / NS3 of previous periods.
Revenue (C Crore) Profit after tax (C Crore) Net stage 3 assets/Net NPA# (%) Cost of borrowing (%)
3,152 1,027* 1.30 8.60

8.06
7.37
2,010 0.78
561*
1,567 0.59
293
FY 21-22 FY 22-23 FY 23-24 FY 21-22 FY 22-23 FY 23-24 FY 21-22 FY 22-23 FY 23-24 FY 21-22 FY 22-23 FY 23-24
Revenue growth has been robust, indicating increased The profit after tax has shown substantial growth, reflecting The declining trend in net NPA highlights the Company’s Despite fluctuations in the economic environment, the
business activity and successful scaling of operations. The the Company’s strong financial health and operational strong recovery processes and prudent lending practices. Company has managed to keep its cost of borrowing
rise in revenue showcases the Company’s effective strategies efficiency. The exclusion of exceptional gains further This consistent improvement points to effective credit risk relatively stable, indicating efficient financial management
in market penetration and customer acquisition, coupled highlights the core profitability driven by strategic initiatives management and borrower selection. and strong relationships with lenders.
with innovative financial products tailored to market needs. and cost management. # Comparison of aligned GNPA / NNPA September 2022 onwards drawn
*Excluding exceptional Items. from GS3 / NS3 of previous periods.
Shareholder’s fund (C Crore) Capital adequacy ratio (%)
8,116* 49.1
6,425 38.9
5,715 33.8
FY 21-22 FY 22-23 FY 23-24 FY 21-22 FY 22-23 FY 23-24
The increase in shareholders’ fund signifies strengthened The capital adequacy ratio remains well above regulatory
financial stability and investor confidence. This growth is requirements, underscoring the Company’s strong capital
indicative of the Company’s sound financial practices and base and prudent financial planning. This ratio reflects
successful capital management strategies. the Company’s ability to absorb potential losses and
sustain growth.
* Net of treasury shares and treasury reserve of H187 Crore.

STORY IN FOCUS
THREE YEARS OF FINANCIAL, Healthy CRAR

By maintaining a CRAR well
Liability management and
asset growth
Growth of the total
balance sheet
OPERATIONAL AND STRATEGIC

The total balance sheet has seen
above regulatory requirements, We have effectively balanced
substantial growth, driven by our
we have ensured ample capital liability management with asset
expansion in core markets. This
to support growth strategies, growth, ensuring a stable funding
TRIUMPHS
growth reflects our increased
absorb potential losses, and instil base while expanding our asset
market presence and enhanced
confidence among investors and portfolio strategically.
capacity to generate revenue,
stakeholders, thereby fortifying
further solidifying our financial
our position in a competitive
foundation and supporting
market. The measures taken to Efficient liability book sustained scalability.
ensure a healthy CRAR include: management
Over the past three years, our strategic focus on financial strength,
• Strengthened risk Our approach to managing
operational efficiency, and targeted growth initiatives has driven exceptional management frameworks liabilities has focused on
outcomes, positioning us as leaders in our industry and paving the way for • Optimised capital allocation
diversifying funding sources
and extending maturity profiles,
future success. • Dynamic liability management which has reduced our cost of
and diversification to contain capital and enhanced financial
the cost of borrowing. stability. This careful management
supports our aggressive asset
growth strategy, aligning with
long-term financial goals.

STORY IN FOCUS
How we made it possible ‘financially’ How we made it possible ‘operationally’
Strategic financial management and rigorous fiscal discipline have been crucial, enabling us to Our operational success over the past three years has been achieved through the rigorous optimisation of
surpass financial targets, strengthen our capital base, and achieve sustained profitability. The processes and leveraging technology to enhance efficiency. Streamlining operations has reduced costs and
Company’s financials show significant growth and efficiency. AUM nearly doubled, indicating improved service delivery, enabling quicker response times and greater scalability. Significant investments
increased investor trust. Reduced borrowing costs and improved NPA ratios reflect better financial in technology have automated core operations, enhancing our agility and ability to adapt to dynamic market
health and lower risk. A change in ROA from 0.04% to 5.73% highlights enhanced profitability and conditions swiftly. The rationalisation in branches from 255 to 102 showcases a move towards a more
asset use, marking resilient financial improvement post-acquisition. efficient, digital-first model. This shift is marked by a rise in digital business from 10% to 81%.
Dec-20 (Legacy Magma) Mar-24 (Poonawalla Fincorp)

Parameters (standalone)
(Pre-acquisition) (Post-acquisition)
Branches 255 102
Assets under management Cost of borrowing GS3/Gross NPA Employee headcount 5,431 2,384
(AUM) (%) (%)
Direct & digital business (%) ~10% 81%
How we made it possible ‘strategically’

Strategically, our success stems from a clear focus on core markets and the continuous refinement of
I11,631 Cr K25,003 Cr 9.64% 8.17% 8.23% 1.16% our business model to align with evolving industry standards and customer expectations. By prioritising
customer-centric innovations and expanding our digital capabilities, we have strengthened our market
position and captured new opportunities. The transition from physical to digital lending establishes the
Company as a leader in digital finance. Additionally, pivoting from targeting new-to-credit customers to
DEC-2020 MAR-2024 DEC-2020 MAR-2024 DEC-2020 MAR-2024 addressing a wider market demonstrates a well-calibrated strategy that aligns seamlessly with evolving
market demands.
NS3/Net NPA Return on assets AUM per employee Dec-20 (Legacy Magma) Mar-24 (Poonawalla Fincorp)
(%) (%) (Pre-acquisition) (Post-acquisition)
Lending methodology Physical Digital
New to credit Yes No
Data driven lending No Yes

5.35% 0.59% 0.04% 5.73% I2.14 Cr K11 Cr
Digital first approach No Yes
Collection Cash Digital

DEC-2020 MAR-2024 DEC-2020 MAR-2024 DEC-2020 MAR-2024
PBT per employee Credit Rating
AAA (CRISIL
I0.12 Lakhs K68 Lakhs AA- (CARE) (Legacy Magma)
& CARE)
(Pre-acquisition)
(Poonawalla Fincorp)
DEC-2020 MAR-2024 DEC-2020 MAR-2024 (Post-acquisition)

OPERATING ENVIRONMENT
FAVOURABLE MARKET Strong economic fundamentals

India is on track to becoming a $7 Trillion economy
Our response
We have taken proactive steps to align our
CONDITIONS
by 2030 powered by the triple engines of rapid
financialisation, clean energy transition and the business strategies with the nation’s growth
digital revolution. This robust financial health sets trajectory, capitalising on the robust financial
the stage for considerable expansion in the coming environment by expanding our loan portfolio and
years, which bodes well for the NBFC sector. This enhancing our product offerings. This includes
The NBFC sector has been systemically important in driving the growth environment is expected to fuel a surge in credit diversifying into new financial products tailored
to meet the needs of consumers and businesses.
of the financial sector in India. By reaching out to underserved areas and demand across the nation.
Our strategy also focuses on leveraging digital
remote regions, NBFCs help expand formal financial services to a broader innovation to improve service delivery and
population. The growth of NBFCs aligns with India’s broader economic goals, customer reach. By investing in technology-driven
solutions, we aim to enhance our operational
supporting efforts to create a more inclusive and accessible financial system. efficiency and customer engagement, ensuring
quick and reliable access to financial services.
Demand for credit
Our response
According to a report by SIDBI-TransUnion CIBIL,
the number of MSMEs in India is projected to We have strategically positioned ourselves to
Digital transformation Regulatory framework
increase from the current 6.3 Crore, of which enhance our service offerings to the MSME
only 2.5 Crore have ever accessed credit from sector, which is a critical component of India’s NBFCs have rapidly adopted digital technologies to The NBFC regulatory landscape has seen significant
formal sources, to approximately 7.5 Crore over economic framework. Our approach has been to elevate customer experience, optimise operations developments introducing stricter capital ratios,
the next 7 years. This growth is expected to occur actively bridge the credit gap by leveraging both and cut costs. This digital transformation has enhanced liquidity standards and a more rigorous
at a CAGR of 2.5%. Lenders have the opportunity technological advancements and innovative substantially improved operational efficiency, asset classification system. While these changes
to tap into this vast ever-growing segment by financial products. This includes scaling up empowering NBFCs to deliver faster, more reliable initially increased compliance costs, they have
identifying and connecting with deserving instant personal loan offerings through advanced services to their customers. solidified the sector’s foundation - boosting investor
MSMEs and tailoring credit products to meet mobile applications and emphasising a balanced confidence and effectively reducing risks within
their specific needs. mix of secured and unsecured loans. the industry.
A recent study by Accenture reveals that
Retail loans are projected to have the largest The operational strategy is built around through strategic digital transformation,
share (56%) of credit issued by NBFCs in 2025, high disbursements and maintaining asset NBFCs can increase loan volumes and reduce Our response
highlighting the strong and growing consumer quality, which has resulted in robust quarterly operational costs by 20%.
We have proactively adjusted our operational
demand for credit. This includes various types performances. By integrating digital platforms strategies to align with the new standards
of consumer financing such as personal loans, and maintaining a strong emphasis on secured and implementing a more detailed asset
housing loans, and vehicle loans, driven by lending, we aim to provide more accessible and Our response classification system to meet regulatory
increasing financial inclusion and the rising effective financial solutions to this underserved demands. These measures have ensured
In response to the widespread digital
middle class. market, aligning with India’s broader economic compliance with the tighter regulations and
transformation within the NBFC sector, we
growth goals.
13-14%
have aggressively integrated advanced digital fortified Poonawalla Fincorp’s financial stability,
technologies into our operations. We have thereby enhancing trust and reliability among
implemented a robust digital platform that investors and customers alike.
Expected credit growth for NBFCs during streamlines loan processing, ensuring faster
FY 2023-24 and more accurate service delivery. This
digital strategy optimises cost efficiency and
(Source: KPMG) elevates the accessibility and reliability of
financial services, making us a more agile and
1,170 Crore
responsive organisation.
J Additionally, we have focused on developing

innovative fintech solutions that cater to the
Budget estimate for the Raising and
Accelerating MSME Performance (RAMP specific needs of our customer base, offering
scheme) for FY 2024-25 - up from the revised more personalised and flexible financial
estimate of ₹1,000 Crore in FY 2023-24 products. Through these efforts, we aim to
maintain a competitive edge in the market,
(Source: Interim Budget 2024-25) adapting swiftly to changes and capitalising
on the opportunities presented by digital
advancements in the financial sector.

REALISING VISION 2025

We continue to make progress as a diversified, technology-enabled NBFC.
The year gone by brings us closer to achieving our Vision 2025. Each step we
have taken reflects our dedication and ability to be future-ready, preparing
us for excellence and the flourishing of our growth narrative.
VISION 2025 POSITIONING OUR STRATEGIC PILLARS

Led by our six strategic pillars that focus on customers,
technology, and innovative financial solutions, we Differentiating by offering superior
are delivering results at an unprecedented pace. We
To be amongst the Top 3 Market leader in:
customer value
have analysed our progress on the relevant fronts and NBFCs in consumer and • Providing loans to
believe that we are well on track to meet these targets MSME segment professionals on a monthly Read more on page no. 28
within the stipulated time. disbursement basis.
Future-ready human capital with strong
• Pre-owned cars segment. leadership
Read more on page no. 36
Risk-calibrated • AUM saw an impressive YoY Aligning distribution and products that
growth of 55%, reaching a total suit target markets
accelerated growth; value of H25,003 Crore. Read more on page no. 30
~3x of FY 2020-21 AUM
• Disbursement under DDP
Digital first, technology-led to the core
model constituted 82% of the
total disbursement. Read more on page no. 32
Amongst the lowest • ~267 bps reduction achieved since Continuously optimising cost of
acquisition, in first 5 quarters. borrowing and liquidity
Cost of Funds in the industry;
• Despite 250 bps increase in repo rate Read more on page no. 35
by RBI since Q1 FY23, our average cost
of borrowing has increased by only 120
bps till Q4 FY24. This was controlled
through favourable negotiations on
pricing, supported by rating upgrades and
dynamic treasury management.
Best-in-class Asset Quality; • Net Stage 3 at 0.59% as on March 31, Upholding robust credit quality
2024, supported by clean-up of the
Net Stage 3 < 1% legacy book.
Read more on page no. 34

OUR STRATEGY
STRATEGY 1
DIFFERENTIATING
Accelerated disbursement growth H Crore
6.1X
BY OFFERING SUPERIOR 7,807

8,731 9,688
CUSTOMER VALUE
7,063
6,371
3,110 3,369
2,379
1,600
This year, we are focused on maintaining our leadership in sustainable loan

Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Q1 FY24 Q2FY24 Q3 FY24 Q4 FY24
growth by aligning with strategies that enhance customer satisfaction. We
have further streamlined processes by minimising paperwork and reducing
human intervention. Additionally, we have leveraged advanced data analytics Diversified Assets Under Management Contribution
to continue decreasing the turnaround time for loan approvals

MSME Lending
and other financial services, ensuring faster and more efficient support (Secured + Unsecured)
9,260 37%
for our customers.

Personal and Consumer 5,855 23%
Loan against Property 4,072 16%
Pre-owned Car 3,647 15%

100% end to end digital • We have significantly reduced the amount of
journey capability paperwork required.
Discontinued (Legacy+DA) 1,465 6%
• We have minimised the need for
76
human involvement.
AL/ME/ML/TW 705 3%
• We have enabled advanced data analytics.
AUM as on March 31, 2024: H25,003 crore NPS score as on March 31, 2024
Customer centricity • Our digital platforms now offer round-the-clock

customer service accessibility.
• We have received one of the best NPS score in

the industry.
• Committed to providing superior customer

experiences and creating customer delight.
Amongst the best • We have consistently decreased our TAT.

turnaround time (TAT)
• We have ensured a smooth and quick process
of loan disbursals, facilitated by lead and agile
backend operations.
Continuous engagement • Our strong distribution model helps us reach

across customer lifecycle more customers.
• We have leveraged technology to build long-term

relationships with our customers.

STRATEGY 2 Company Overview Statutory Reports Financial Statements
ALIGNING DISTRIBUTION AND Our product suite
PRODUCTS THAT SUIT TARGET

MARKETS Loan
against property
Pre-owned
cars finance
Digital
business loan
Digital loan
to professionals
We initiated the Direct Digital Partnership (DDP) programme to enhance our

distribution framework and expand our customer reach. We have refined
our product lineup to cater to borrowers seeking innovative loan solutions,
aiming to provide options that surpass conventional offerings in affordability. Digital personal Supply Digital Machinery loan
loan chain finance consumption loan
Our approach for FY 2023-24

• Launched mobile app to offer instant digital personal loans
• Focus on Customer Lifetime Value (CLTV)

Medical Co-branded
• Technology-first and risk-calibrated approach
equipment loan credit card
Offering our products through DDP
Direct channel Digital channel Digital ecosystem

In-house sourcing of customers In-house sourcing of customers Multiple tie-ups, alliances, and
through own branches and through web, social media, and partnership arrangements.
call centres. other digital platforms.
Resulting in higher profitability
We have accelerated customer We have enhanced X-sell/ upsell We are offering our products
acquisition by providing services capabilities to gain more traction at competitive rate of interest
directly to them. from our target market. as compared to traditional
organisation-led model.

DIGITAL-FIRST, TECHNOLOGY- BUILDING A TECH-LED PLAY (BENEFITS)

We provide fast, efficient, and convenient services to customers and partners through our plug-and-play API
LED TO THE CORE

stack and API-based integration for underwriting checks and validations. Our digitised business operation is
continuously innovating.
Organisation Customers Partners

• Enhanced • Self-service online • Extended API infrastructure
We remain committed to our digital-first approach as we continue to evolve operational efficiency web application • CRM extension
our business. The dynamic landscape of the lending industry has positioned • Lower labour costs and • Contact centre • Customised credit and risk
enhanced productivity • App-led digital onboarding
digital-first companies like ours to fully capitalise on the expansion of our leading to cost reduction • Contactless customer service
technology centres. Our digital strategy now focuses on enhancing and • Improved customer
engagement and satisfaction
transforming three key pillars of our business to ensure we stay at the • An IT Command Centre
forefront of technology integration and service excellence. for 24x7 monitoring of IT
Infrastructure, applications
and digital services
Drive product Increase
Create superior
Enhance innovation Ensure ‘robust productivity
Offer best-in- customer
class customer
organisational through our
experience
and scalable’ and profit Digitised operating layer with in-built controls
efficiency back-end technology using
experience through our
by enabling infrastructure infrastructure digital first,
across digital journeys Sales process digitisation Credit decision automation Disbursement and customer service Digitised collections
technological and backend with 24x7 technology-
channels. and CRM
advancements. lending availability. driven
platform.
system. approach. Modular | Scalable | Secure | Analytics driven | Plug & Play technology
API backbone and cloud-ready infrastructure Best-in-class infosec Robotic process automation
Data analytics and machine learning-driven
WHAT ARE WE DOING?

Core OUTCOME
Micro services-
End-to-end digitised lending: Focus on customer/partner Advanced data analytics usage:
based architecture
Lower TAT, minimal paperwork, advocacy: Robotics interfaces, Across sales, underwriting,
and reduced human intervention straight through processing, and collections and risk monitoring
• We have implemented a multiple self-service channels • We have optimised and
Cloud comprehensive digital journey • We provide a seamless and rationalised our policies
Cloud-based applications for our customers across all integrated omni-channel through a portfolio deep dive
products. This includes digital customer experience across using advanced analytics. This
KYC, digital onboarding call centres, branch offices, includes the implementation
Deep investments in Technology with features like e-sign, mobile apps, WhatsApp journey of risk scorecards for pre-
(our capabilities) e-agreement, and e-NACH, and websites. This approach approved offers and propensity
We have enhanced our tech focus by investing in scalable along with Automated Business emphasises a ‘First Time Right’ models, which lead to
backend infrastructure and an advance lending platform to Rules Engine (BRE) for quick strategy to maximise the NPS higher sales conversions.
handle high-volume, high-speed transactions. We aim to decision-making. Digital on all transactions, ensuring Additionally, predictive
partner with tech-led ecosystem players and stay ahead in collections are facilitated high customer satisfaction models for delinquency and
NBFC tech. Infosec through multiple payment and efficiency. risk segmentation have been
Cyber threat- modes, leading to increased developed to streamline
• We have achieved 100% digital
resilient competencies penetration across all metrics. collection efforts and improve
onboarding of channel partners
risk management.
• We offer a streamlined, with same-day TAT. This
single-interface experience includes system-based payouts • We leverage a sophisticated
for customers seeking small and an online platform for ‘data warehouse’ that is
ticket personal loans, ensuring loan applications, streamlining continuously updated with real-
API Factory a fast, efficient, and user- the process and enhancing time customer data. This allows
API-based backbone friendly process. partner engagement. for more accurate and timely
for integrations decision-making.

STRATEGY 5
UPHOLDING ROBUST CREDIT CONTINUOUSLY OPTIMISING
QUALITY COST OF BORROWING AND
With our broad customer base, we continue to prioritise maintaining strong LIQUIDITY
credit quality to uphold the commitments made to our partners under
agreed terms. We proactively engage with our customers to ensure timely We recognise that an optimised cost of borrowing enhances our
interest payments, which supports the health and stability of our financial competitiveness in the market and profitability. Adequate liquidity,
portfolio. along with diversified funds sources, supports growth and helps liability
management in a dynamic market.
Despite hardening of rates and tight liquidity, maintained avg. CoB at same level q-o-q
Consistent outperformance on Asset Quality
Average Cost of Borrowing (PFL)
9.14%
GS3/ GNPA* (%) NS3/NNPA* (%) 8.00%
3.29 1.30
1.11 8.17%
2.68 7.90% 8.04% 7.99%
7.54% 7.98%
0.94 0.89 7.54%
0.78 0.76 7.16%
1.77 1.69 0.72 0.70 6.97%
1.44 1.42 1.36 1.33 0.59
1.16
Repo rate hike 40 bps 50 bps 50 bps 50 bps 35 bps 25 bps

in May in June in Aug in Sep in Dec in Feb
Mar Jun Sep Dec Mar Jun Sep Dec Mar Mar Jun Sep Dec Mar Jun Sep Dec Mar Q2FY22 Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24 Q4FY24
22 22 22 22 23 23 23 23 24 22 22 22 22 23 23 23 23 24
*C
omparison of aligned GNPA / NNPA September 2022 onwards drawn from GS3 / NS3 of previous periods.
Impact Outcome
Outcome
Impact
• High-quality customer profile • We continue to achieve consistent outperformance
• We have successfully onboarded new partners
in asset quality, primarily serving high-level customer • Long term credit rating of AAA by CRISIL &
• Closely monitoring early including mutual funds, banks, and corporate
profiles in metropolitan and urban areas. This focus CARE Ratings
warning signals lenders, broadening our financial ecosystem
ensures we maintain a robust and reliable asset base.
• Expansion in the pool of lenders/subscribers and enhancing our funding capabilities.
• Conservative underwriting standards
• Our early-stage delinquency rates remain within
with counter-cyclic adjustments in • Maintaining adequate liquidity • Our improved credit rating has effectively
established guardrails, reflecting our effective risk
policy and front-ended write-offs reduced our borrowing costs, reflecting
management practices and proactive monitoring of
stronger financial health and increased trust
potential financial issues.
among investors and partners.
• Our approval rates are carefully guided by conservative
policy parameters, ensuring a predictable and stable
portfolio quality. This approach helps in minimising risk
while supporting sustainable growth.
Key highlights Key highlights
1.16%
GNPA
0.59%
NNPA
AAA/Stable
Long term credit rating by CRISIL & CARE Ratings
J 3,932 Crore
Liquidity surplus as on March 31, 2024
28 bps YoY 19 bps YoY

FUTURE-READY HUMAN
CAPITAL WITH STRONG WHAT ARE WE DOING?
LEADERSHIP As our brand promise, ‘Enabling You’, we are committed to helping our stakeholders–our customers
and employees–achieve their dreams by providing best-in-class financing products and services. This
commitment enhances our offerings and empowers our employees to fulfil their aspirations.
We aim to foster a healthy organisational culture by maintaining

transparency among our employees. We emphasise digital fluency in
Building a future-ready organisation
technology, data analysis, and digital tools to prepare them for the future.
Our focus is on nurturing a willingness to learn and adapt to evolving
technologies and business needs, ensuring strong leadership and effective Improved productivity and exciting Employee engagement
rewards
communication. We keep our processes well-defined and create a • The ‘Great Place to Work’ certification
• Embedded competency framework for and top trust index scores reinforce our
sustainable work environment through engaging activities and incentives, goal setting aligned with our objectives. commitment to employee engagement
making our employees feel valued and integral to our growth. Our • Our incentive models are best in class,
and development.
investment in diverse human capital is crucial to our success in the rapidly encouraging high performance and • Ranked amongst the top 50 Best
promoting excellence. Workplaces in BFSI in India for 2024
changing landscape. by GPTW.
• ESOPs and Employee Education
OUR STRENGTH Programme extended to middle

management to increase ownership and
• Launched the ‘My Branch, My Pride’
initiative to foster ownership and pride
36 15%
recognise performance. among branch staff.
• Productivity enhancement and business • Received the Healthy Workplace Award

enablement interventions further from Arogya World for creating a
Average age of people in Senior leadership comprising strengthen our efficiencies. health-oriented work environment.
the organisation of women employees
Enhancing operational efficiency Constant development

• Prioritised and implemented key • Comprehensive Leadership programmes
technology projects, including AI, for mid and senior leaders tailored to
for a seamless stakeholder experience. individual competencies to develop
effective leadership and drive success.
• Constant process re-engineering and
automation have significantly improved • Identifying and creating development plans
team collaboration. for High Potentials to ensure readiness for
their next roles.
• PFL Exclusive Benefits, Car Lease
Policy, Monetary Rewards, and multiple • Upskilling and reskilling through functional
international contests introduced to provide and behavioural future-focused training
a holistic rewards experience to employees. programmes to enhance performance.
• Develop internal skills and capabilities to • Embracing strategic foresight and

reduce dependencies. productivity-based interventions,
ensuring clear growth paths for a
future-oriented workforce.

STORY IN FOCUS
CONSUMER AND MSME Consumer financing focus

We deliver tailored consumer financing solutions
MSME financing and growth
As MSMEs often struggle to secure financial backing
FOCUSED PLAY
that cater to individual financial needs, ensuring from traditional banking systems, there is a pressing
convenience and reliability. need to explore strategies to improve their access
to credit.
Gaps and opportunities
• Opportunities to expand into under-served and Gaps and opportunities
semi-urban areas. • Opportunity to develop more accurate credit
Embracing a consumer and MSME-focused strategy, Poonawalla Fincorp scoring models tailored for MSMEs.
• Potential to introduce more varied financial
leverages a customer-centric approach to deliver superior financial services, products to cater to niche markets. • Address regulatory challenges that restrict
enhancing accessibility and financial empowerment for these sectors • Enhance digital platforms to offer more seamless
MSME financing.
and integrated services. • Further integrate technology to streamline the
loan application and disbursement process.
• Invest in consumer financial education to increase
market penetration and product uptake. • Expand presence in untapped MSME segments
to foster growth and increase outreach.
Our strategy
Our strategy employs segmented targeting to Our strategy
identify and effectively cater to specific consumer Our strategy is focused on improving credit
segments with tailored products and services. accessibility for small and medium enterprises,
We leverage cutting-edge technology to enhance which are often underserved by traditional
the consumer financing process, making it faster banks, and offer capacity-building programmes
and more user-friendly, while forming strategic that enable MSMEs to effectively utilise funding.
partnerships to expand our service offerings and Additionally, we actively collaborate with industry
access new customer segments. Continuous bodies and associations to broaden our reach within
innovation in our product offerings ensures we the MSME sector. These strategic initiatives have
Why this approach? meet the evolving needs of consumers. This catalysed growth, attracted a larger client base,
focused approach has driven growth, increasing our and established strong partnerships, making a
• Direct consumer engagement:
market share in consumer financing and boosting significant contribution to our financial portfolio.
Directly addresses the specific needs
customer retention rates through personalised
of consumers and MSMEs, ensuring
service offerings.
more personalised and efficient
financial solutions.
The road ahead
• Enhanced market penetration:
Focuses on tapping into a wide
Current Road ahead Rationale
consumer base, increasing market
reach and presence.
Secured portfolio Secured portfolio • Customer demand is increasingly
• Agility and innovation: Allows for shifting towards consumption and
faster adaptation to market changes 49% 50% unsecured finance highlighting an
and consumer trends, driving evolving market trend.
Unsecured portfolio Unsecured portfolio
continuous innovation.
• Risk diversification: Spreads risk

51% 50% • There exists a gap in effectively
addressing diverse customer
across a broader, more diversified requirements, which we are poised
consumer base, enhancing stability. to fill.
• Optimised resource allocation: Portfolio mix • Our customer base has been
Concentrates resources on the most rigorously tested and verified by
lucrative and growing segments of credit bureaus, ensuring reliability.
the market, optimising returns.
• We maintain a balanced mix of
secured and unsecured products,
aimed at optimising risk-adjusted
returns. This approach meets
varied financial needs and ensures
superior returns.

RISK MANAGEMENT
SAFEGUARDING OUR FUTURE Monitoring and managing emerging risks

We have taken effective measures to systematically manage the above risks:
Early Warning Signals (EWS) Stress-testing scenarios RAS and KRI framework
We have established a comprehensive risk management
We have implemented the EWS As the process evolves, we We employ the Risk Appetite
system that allows us to pinpoint, evaluate and address framework which enables us to will enhance and expand the Statement (RAS) parameters
potential risks within our operations. identify patterns and anomalies stress-testing framework to and Key Risk Indicators (KRI)
in customer behaviour sooner evaluate the potential effects framework to monitor any
and enables us to take proactive of macroeconomic factors, breach of the prescribed
measures to manage and regulatory changes, and low- thresholds, which is promptly
Our risk management strategy is thorough and forward-looking, grounded in an in-depth knowledge of
maintain the credit quality of the probability-high-impact events on addressed through appropriate
our operational markets, alongside our customers’ needs and expectations. By consistently overseeing,
portfolio effectively. our business. management action plans.
assessing and refining our risk management procedures, we aim to preserve a risk-aware culture and fulfil
our pledge to our stakeholders.
Enterprise-wide Risk Management framework

Risk management framework The Board of Directors has overall responsibility for the establishment and oversight of the
Company’s risk management framework. PFL has framed an Integrated Risk Management (IRM)
The Risk Management Committee and mitigation, addressing both rate risks. The findings from Policy which acts as an umbrella policy and defines the overall risk management framework in PFL.
(RMC) is integral to the Company’s systemic and specific risks. In these evaluations and stress tests Involvement of the Senior Management team in implementation of the IRM framework ensures
risk management infrastructure, pursuit of this goal, we have informed our capital requirements achievement of overall organisational objectives across all business units.
operating in line with the adopted the Internal Capital relative to our risk profile. The
RBI Scale Based Regulation Adequacy Assessment Process assessments revealed that our
and SEBI Listing Regulations. (ICAAP). This approach involves capital reserves comfortably
During the year, the RMC was pinpointing and evaluating the exceed the necessities identified
Risk governance and reporting
convened 4 times, operating key risks the company faces, by the ICAAP. This process is
under a clearly defined mandate implementing a stress-testing instrumental in continually Objectively constructed
as outlined in the Report on framework and determining reassessing our business strategy Risk Appetite Statement
Corporate Governance. necessary capital provisions. and capital requirements, thereby covering all key aspects of
guiding our strategic decisions. a lending business.
Our Board of Directors is Further, we undertook stress
dedicated to cultivating a reliable tests to evaluate our exposure
framework for risk identification to credit, liquidity and interest
Independent
governance and risk
management oversight.
ICAAP framework
Establishment of forward-looking
The risk management strategic risk assessment with pre-
infrastructure operates emptive credit and liquidity interventions
Material Risk Assessment Stress Testing Capital Requirement on five key principles: to ensure proactive early action in the
• Credit Risk • Credit Risk • Assessment of event of emerging market adversity.
• Operational Risk • Liquidity Risk Capital Requirement
• Market Risk • Interest Rate Risk • Availability of Capital
• Liquidity Risk Maintenance of well-
• Interest Rate Risk documented risk policies with
• Concentration Risk performance guardrails.
• Reputational Risk
• Strategic Risk
• Compliance Risk
Extensive use of risk and business
analytics, and credit bureau
as an integral part of decision-
making process.

RISK MANAGEMENT
Risks mitigation
Key risks Our mitigation Stakeholders impacted Key risks Our mitigation Stakeholders impacted
Credit risk We have implemented active monitoring Fraud risk Fraud risks can damage our functioning
of the loan portfolio to identify trends in and reputation. We have implemented
We may face credit risk where We may face fraud risks
delinquency rates, the establishment of a governance framework to prevent,
a borrower may default such as loan fraud, identity
portfolio guardrails, and the implementation identify, and deal with fraud. A dedicated
on their loan obligations, theft, internal fraud,
of RAS parameters, specifically related Risk Containment Unit (RCU) monitors,
resulting in financial loss to and cyber fraud. These
to credit risk. Additionally, we conducted investigates, detects, and prevents fraud.
the Company. risks pose the threat of
retrospective credit assessments to evaluate We maintain a zero-tolerance policy towards
financial loss resulting
the effectiveness of our credit function, and fraud, actively raising awareness and
from intentional deception
we consistently review and revise our credit implementing robust controls to prevent any
or misrepresentation by
policies as needed. We also developed the occurrence. Our Fraud Risk Management
individuals or entities.
EWS framework to proactively identify signs reports to the Chief Risk Officer and monitors
of stress and closely monitor and review all fraud risks, while our Audit Committee and
product programmes and exposure limits. Board of Directors monitor frauds specified
By employing these mitigation strategies, by the regulator.
we aim to effectively manage and mitigate
potential credit risks.
Information security risk We implemented information classification

and appropriate controls, utilising Data
We can face data breaches,
Operational risk We conducted Risk Control Self- Leak Prevention (DLP) measures to prevent
cyber-attacks, and
Assessment (RSCA) exercises that cover unauthorised data disclosures, maintaining
We may face operational unauthorised access, leading
major functions within the organisation, a Security Operations Centre (SOC) to
risk such as technology, and to compromised sensitive
as well as Internal Financial Control (IFC) monitor and respond to security incidents,
cyber risk, compliance risk, information and potential
testing to ensure robust financial controls. conducting vulnerability assessments for all
human resources risk, and reputational damage.
We also monitored Key Risk Indicators infrastructure and applications, monitoring
process risk. the brand for potential risks and threats,
(KRI) to promptly identify any potential
operational risk issues. Additionally, regular ensuring email and network security
branch reviews are conducted to assess measures are in place, developing Business
operational effectiveness and identify areas Continuity and Disaster Recovery plans, and
for improvement. A comprehensive risk establishing Risk Appetite Statement (RAS)
register is maintained, covering all functions parameters specifically related to IT systems.
of the Company, to proactively identify and
manage operational risks. We established
RAS parameters specifically related to
operational risk to guide decision-making
processes. Furthermore, workshops and
training sessions are conducted to enhance Liquidity risk To mitigate liquidity risk, we diligently
awareness among our employees and monitor RAS parameters such as Liquidity
We may face the risk of
promote a strong risk culture throughout the Coverage Ratio (LCR), Asset Liability
financial loss resulting from
Company. Management (ALM) mismatches, and lender
factors such as sudden
concentration. Additionally, we conduct
changes in market conditions,
regular liquidity stress testing to assess our
unexpected changes in
resilience in challenging liquidity scenarios.
customer demand, or
These practices enable us to proactively
disruptions in funding
identify and address potential liquidity
sources. These factors may
risks, maintain sufficient liquidity buffers,
lead to funding, market, or
and ensure the ability to meet its financial
operational risks, which could
obligations promptly.
cause financial loss to the
Company.
Customers Employees Communities Investors Government

ESG AT POONAWALLA FINCORP
A FUTURE-READY
RESPONSIBLE BUSINESS
At PFL, we have adopted a culture that prioritises responsible
business practices. Our impactful Environmental, Social and Environment
Governance (ESG) initiatives form the base of our commitment to We are committed to sustaining our
sustainability, as we strive to deliver sustainable long-term value to environment by responsibly maintaining
our stakeholders. and optimising our assets regularly. Our
key initiatives would lead our business
operations to run smoothly and create
a friendly environment for all.
Social
We are committed to investing
proactively in our workforce and
fostering positive relationships with
Our
approach external stakeholders, including
customers, lenders, vendors, and
communities. Our social commitment
is centred on prioritising people and
building lasting partnerships for
mutual benefit.
Governance
We are committed to strong governance
that encompasses all of our business
drivers, including strategic depth, code
of conduct, board membership, risk
management, and guiding principles.

ENVIRONMENT SOCIAL – COMMUNITY
DEFINING A BETTER STRENGTHENING

TOMORROW COMMUNITIES
We are aware of how environmental issues can impact our Our dedication to social responsibility is marked by positive relationships
business and how our business activities can impact the with external stakeholders, including customers, lenders, vendors, and the
environment. Through the right initiatives, we aim to responsibly wider community. We wish to generate opportunities for these groups
maintain and optimise our assets to deliver positive change. through our Corporate Social Responsibility (CSR) initiatives.
Our key initiatives We do not have operations in ecologically sensitive Key initiatives Healthcare and community development
areas, and no environmental impact assessments Our CSR initiatives are aimed at benefiting the most Our partnership with Pahle India Foundation and
Energy consumption and efficiency
were required for our projects in the current vulnerable and marginalised groups in society. We the Grant Medical Foundation represents another
We have implemented several energy-saving financial year. place a strong emphasis on education, healthcare, and significant aspect of our CSR activities. These projects
measures, such as the installation of LED bulbs,
5575.05 GJ
community development, ensuring that our efforts address critical needs in community development
energy-efficient electrical equipment, and
create a lasting positive impact. and healthcare, aiming to provide essential services
retrofitting LED lights in our branch offices. These
and support to improve the overall well-being of
initiatives have significantly reduced our electricity Education and empowerment
Total energy consumed communities, particularly in underserved areas.
consumption and contributed to mitigating global
One of our flagship projects, Project M-Scholars,
warming by lowering greenhouse gas emissions. Regional and national development
has provided scholarships to 647 students, helping
young minds achieve their academic aspirations and We have directed considerable resources towards
0.40 tCO2/H
Waste management
build brighter futures. Additionally, your Company various state and district-level projects. In Maharashtra,
We have established responsible e-waste disposal
has undertaken a comprehensive redevelopment we have invested H2 Crore in Latur and H1.54 Crore in
mechanisms through authorised third-party
programme for four Government schools in Taluka Pune, aiming to drive socio-economic development
vendors and have a policy in place to manage
Total Scope 1 and Scope 2 emissions intensity per Ausa, District Latur, Maharashtra. This includes in these regions. Our efforts extend to Jharkhand and
e-waste efficiently. Our device management policy
rupee of turnover establishing modern facilities like computer labs, Chhattisgarh, where state-level projects have received
ensures regular monitoring and repair, further
libraries, science labs, sports centres, smart classrooms, H40 Lakh. Similarly, we have committed H30 Lakh
reducing waste.
life skills training centres, gyms, improved sanitation, in Sikkim and Haryana, and H30 Lakh in Bihar and
Furthermore, our efforts in reducing paper usage water filtration, hygiene materials, educational Jharkhand. Furthermore, our PAN India initiatives,
82.78%
include digitalising processes and encouraging wall paintings, music and art centres, indigenous spanning multiple states, have been supported with
paperless transactions. Initiatives like online gardens, and rooftop solar systems. This project an investment of H48 Lakh, aiming to foster inclusive
customer data recording, digital document storage, has been implemented in collaboration with growth nationally.
and e-learning platforms have been crucial. We also Reduction in e-waste generated, as compared to Creative Foundation.
promote responsible paper use through practices FY 2022-23
647 100%
such as re-using printouts and providing digital
alternatives for customer communications.
Greenhouse gas emissions Students supported financially for Beneficiaries from vulnerable and
We have undertaken several initiatives to reduce pursuing education marginalised groups
greenhouse gas emissions, including awareness
programmes for employees on electricity
conservation, installation of energy-efficient
lighting, and responsible e-waste management.
Our corporate office is located in a Platinum
certified green building, further emphasising our
commitment to sustainability.
Environmental compliance and impact

We ensure full compliance with applicable
environmental laws and regulations, including the
Water (Prevention and Control of Pollution) Act and
the Air (Prevention and Control of Pollution) Act.

SOCIAL – PEOPLE
ALWAYS AT THE CORE OF

OUR OPERATIONS
At Poonawalla Fincorp, we hold a firm belief that the strength of a company Key initiatives
is fundamentally rooted in the calibre of its workforce. This conviction drives Our people-centric approach guides our
commitment to a holistic way of conducting
our focus on rigorous talent training and development, ensuring our team business, involving our people in innovation, and
remains unparalleled in expertise. driving the customer experience and growth journey
of the organisation. We are dedicated to providing
resources, support, and direction to a diverse array of
views, thoughts, and talents, all united in achieving
our vision.
A better place to work
Enhanced systems
and transparent
Structured
engagement with
Deep investment
in effective and
Placing wellness
and emotional
100%
Employees covered by health and
operations senior leadership immersive learning well-being at the accident insurance
through employee and management forefront
empowerment
Customer centricity Proactive intent to retain employees
We prioritise understanding and exceeding Our culture focuses on retaining employees through
customer expectations to ensure value delivery and comprehensive learning interventions, supporting
lasting relationships. Our dedication to continuous underperforming employees to foster their
innovation helps us better connect and serve professional and personal growth.
Rewards to Encouraging Commitment to Impactful rewards our customers.
recognise and mobility to bridge equality, respect, to appreciate Building trust
encourage the insecurity gap, and value for excellence at work Alignment and inclusion We build trust among employees by prioritising
excellence at work offering wider everyone, with no Our workplace emphasises alignment with transparency, integrity, and open communication.
opportunities for discrimination organisational objectives and inclusive decision- Our leaders engage authentically, sharing
growth making, fostering positivity and higher engagement. information freely across our Phygital
We use various tools and implement initiatives connect platforms.
including ‘Shared Goals’ and ‘Share your Idea’ to
facilitate participative decision-making. Equal opportunities
We champion equal opportunities for all employees,
HR transformation enhancing our diversity and inclusion practices
HR transformation at PFL is crucial in reshaping HR throughout the talent lifecycle. This approach drives
functions through the infusion of cutting-edge HR innovation and supports our long-term growth.
technology. This includes digitisation, automation,
and data-driven approaches to holistically enhance Talent management
HR operations. Our talent management strategy is aimed at
attracting and retaining high-performing individuals,
Wellness developing their skills through training, coaching,
Wellness 360 supports the emotional, physical, and leadership development. This ensures a robust
psychological, financial, and social well-being of our talent pipeline ready for future challenges and
employees. The programme is designed to support empowers our workforce for continued success.
both employees and their families, aligning personal
well-being with organisational goals.

GOVERNANCE
PRINCIPLES IN PRACTICE
We aim to maintain governance standards that promote expansion BoD framework Breach of Integrity and Whistle Blower/
Vigil Mechanism Policy
and profitability, with a keen emphasis on financial integrity, ethical • As of March 31, 2024, our Board comprises 10
Directors, which includes 5 Independent Directors Poonawalla Fincorp prioritises integrity, effectively
conduct, transparency, and trust. Our long-term objectives boost including 1 woman Director. addressing actions that question an individual’s
shareholder value and protect the interests of all stakeholders. By • Our Non-Executive Directors, who are
integrity. We have established a mechanism for
escalating such issues, emphasising the importance
adhering to industry-leading practices across all operational facets, we distinguished professionals, bring a wealth of
of prevention to minimise integrity breaches.
expertise and experience to the Company’s
ensure our duties to stakeholders and the broader community are met. management, enriching our strategic decisions
Recognising the serious impact of fraud, especially
in financial services, we have developed a policy
We consistently act in accordance with our core values and principles, and governance.
guideline for handling incidents involving directors,
embedding them throughout the organisation. • We continue to operate a Stakeholders’ employees, channel partners, customers and
Relationship Committee, responsible for service providers accused of fraudulent acts or
addressing investor complaints in compliance integrity breaches. This policy supports Company’s
with the Act, and the SEBI Listing Regulations. commitment to ethical behaviour, transparency,
Ensuring compliance
and open communication, emphasising the critical
Over the year, we continued to adapt to directives. Our proactive engagement with • The ESG Committee oversees the execution of
role employees and stakeholders play in upholding
regulatory changes while advancing our digital partnering platforms and co-lenders has solidified our Sustainability Strategy/Roadmap, ensuring
these standards.
transformation to ensure ongoing compliance. our compliance framework, ensuring that our alignment with our long-term sustainability goals
Following the Reserve Bank of India’s guidelines business operations align with the latest regulatory and providing updates to the Board.
introduced in September 2022 on digital lending, expectations and enhance transparency in our
we have maintained rigorous adherence to these digital lending practices.
Our efforts
• Adopted the Board-approved Policy on Common • Adhered to CFSS norms as per the 2025
Guidelines for Digital Loans, aligning with regulatory timeline.
RBI’s digital lending recommendations from
• Enhanced data security through digital
September 2, 2022.
storage solutions.
• Ensured compliance with the scale-based
• Regularly reviewed and updated policies and
regulatory framework across all operations.
SOPs, ensuring current best practices.
• Fully digitised the loan processing journey for all
• Integrated system-based triggers for detecting
products, adhering to RBI regulations.
suspicious transactions.
• Implemented a secure, live, informed, consent-
• Conducted comprehensive training sessions on
based audio-visual interaction for customer
digital lending guidelines and KYC/AML protocols.
identification through V-CIP.
• Developed and enforced various policies and
• Facilitated easier access to customer KYC
codes under prevailing laws, with a commitment
documents from the Central KYC Registry portal,
to stringent corporate governance and zero
with prior customer consent.
tolerance towards non-compliance.

AWARDS AND RECOGNITION
CELEBRATING OUR
ACHIEVEMENTS
Our pursuit of excellence touches every facet of our operations. By offering
cutting-edge financial solutions and customer service, we have garnered
acclaim. It is with great pride that we display the awards and accolades
bestowed upon us for providing top-tier financial offerings and services to
our valued customers.
Brand and Marketing Risk Management

• Won the Gold Award for Best Video Campaign • Received the Golden Peacock Award for Risk
at IAMAI’s 14th India Digital Awards. Management at IOD India’s 2023 Annual London
Global Convention on Corporate Governance
• Recognised for Best Use of Influencers and
and Sustainability.
Social Media at the DIGIES Awards.
• Named the Risk Management Team of the Year
• Received the Best BFSI Brand 2024 award at
at UBS Forum’s CRO Summit and Leadership
ETNow Best BFSI Brands 2024.
Awards 2023.
• Honoured with the ET Brand Equity’s Trendies
2024 Award for multi-platform influencer
marketing campaign.
Compliance and Legal Human Resource

• Recognised as the Rising Corporate Legal & • Certified as a Great Place to Work from
Compliance Team of the Year at the Lex Falcon January 2024.
Global Awards India 2024.
• Named India’s Best Workplace in Health &
• Received the Compliance and Legal Team of the Wellness 2023. CSR Customer Centricity
Year award at UBS Forum’s 3rd edition of Future of • Won the Best Social Welfare Initiative of the • Recognised for Best Customer Experience
• Recognised as the Most Preferred Workplace
Legal and Compliance Summit and Awards 2023. Year at the Indian Social Impact Awards 2024. providing NBFC at the Quantic India Excellence
2023-24 by Team Marksmen Network.
• Honoured for Excellence in Compliance and Awards 2023.
• Honoured as the Economic Times Future Ready
Legal Management at the 15th Elets NBFC100
Organisation 2023-24 at The Economic Times
Tech Summit.
Future Ready Organisations Awards.
• Received the Healthy Workplace of the Year

2023 award by Arogya World. Corporate Governance
• Awarded for Excellence in Corporate
Governance at UBS Forum’s Audit and Risk
Summit & Awards 2023.

Board’s Report
To the Members, the effective date and consequently, the financial meeting held on April 29, 2024, and accordingly
accounts have been consolidated till July 25, 2023. in line with the requirements of Ind - AS 105 ‘Non-
Your directors have pleasure in presenting the 44th Annual Report along with the Audited Financial Statements
current assets held for Sale, such investments have
of the Company for the financial year ended March 31, 2024. In accordance with the requirements of Regulation
been classified as assets held for sale.
34 of SEBI Listing Regulations, your Company had
FINANCIAL HIGHLIGHTS (STANDALONE): prepared Consolidated Financial Statements in Pursuant to Section 129(3) of the Companies Act,
(` in Crore) accordance with Ind-AS 110 ‘Consolidated Financial 2013 (‘the Act’) a statement in Form AOC-1 containing
Particulars FY2023-24 FY2022-23 Statements’ and Ind-AS 27 ‘Separate Financial the salient features of the financial statements of your
Total income 3,151.82 2,010.03 Statements’. The Consolidated Financial Statements Company’s subsidiary forms part of this Report and
Finance cost 955.10 595.28 forms part of this Report. hence not repeated here for the sake of brevity.
Net income 2,196.72 1,414.75
Operating expenses 807.36 803.05 SUBSIDIARY AND JOINT VENTURE COMPANIES TRANSFER TO RESERVE:
Pre-provisioning operating profit 1,389.36 611.70 AND ITS PERFORMANCE HIGHLIGHTS: During the year, the Company is proposing to transfer
Net loss on derecognition of financial instruments - 10.87
The Company has one Joint Venture Company Jaguar H411.20 Crore to Reserve as required under Regulation
Impairment on financial instruments 72.02 (144.53)
Advisory Services Private Limited (‘JASPL’) and no 45-IC of the Reserve Bank of India Act, 1934.
Profit before exceptional items and tax 1,317.34 745.36
Subsidiary as on March 31, 2024.
Exceptional items 1,221.20 21.21 DIVIDEND:
Profit before tax 2,538.54 766.57 GHFL To deliver sustainable value to its Shareholders,
Profit after tax 2,055.96 584.94
Grihum Housing Finance Limited (Formerly known your Company has paid the interim dividend of
Retained earnings as at the beginning of the year 383.59 (55.37)
as Poonawalla Housing Finance Limited) (‘GHFL’) ₹153.78 Crore (at the rate 100% i.e. ₹2/- per share) on
Profit after tax 2,055.96 584.94
Other comprehensive income on defined benefit plan 0.61 1.62
Subsidiary till July 25, 2023 has total income of February 13, 2024 for the FY 2023-24.
Retained earnings before appropriations 2,440.16 531.19 H290.99 Crore and earned PAT of H31.55 Crore during
In view of the future growth of the Company, the
Appropriations: the period ended July 25, 2023.
Board of Directors has decided to conserve capital
Transfer to reserve fund under Regulation 45-IC of Reserve Bank of India Act, 1934 (411.20) (117.00) GHFL is in the business of mortgage financing in the and therefore no final dividend was declared for
Dividend paid (307.41) (30.60) affordable segment. GHFL ceased to be a Subsidiary FY 2023-24.
Retained earnings as at the end of the year 1,721.55 383.59 of the Company with effect from July 26, 2023, by
The Dividend Distribution Policy, in terms of Regulation
divestment of its entire stake to Perseus SG Pte. Ltd.
FINANCIAL PERFORMANCE AND STATE OF THE (Listing Obligations and Disclosure Requirements) 43A of the SEBI Listing Regulations and as reviewed
COMPANY’S AFFAIRS: Regulations, 2015 (‘SEBI Listing Regulations’), forms During FY 2023-24, no new Subsidiary was and adopted by the Board of Directors of the Company,
Total Income increased to H3,151.82 Crore in FY 2023- part of this Report. incorporated/acquired. The Company’s Policy for is available on the Company’s website at https://
24 from H2,010.03 Crore in FY 2022-23. Determination of Material Subsidiaries, as adopted by poonawallafincorp.com/pfca/assets/pdf/Dividend-
CHANGE IN NATURE OF BUSINESS: the Board of Directors is in conformity with Regulation Distribution-Policy.pdf.
Net Income on a standalone basis increased to During the year, there was no change in the nature of 16 of the SEBI Listing Regulations, can be accessed on
H2,196.72 Crore in FY 2023-24 from H1,414.75 Crore business of the Company. the Company’s website at https://poonawallafincorp. DEPOSITS:
in FY 2022-23. com/pfca/assets/pdf/Policy-on-Material-Subsidiary. Being a non-deposit taking systemically important
MATERIAL CHANGES AND COMMITMENTS pdf. Non-Banking Financial Company, your Company has
The impairment on financial instruments increased
AFFECTING FINANCIAL POSITION BETWEEN not accepted any deposits from the public within
from H(144.53) Crore in FY 2022-23 to H72.02 Crore The audited special purpose condensed Interim
THE END OF THE FINANCIAL YEAR AND DATE the meaning of the provisions of the Non-Banking
in FY 2023-24. Financial Statements of GHFL for the period ended
OF THE REPORT: Financial Companies Acceptance of Public Deposits
The Company’s Profit after tax (‘PAT’) on a standalone July 31, 2023 can be accessed on the Company’s
There are no material changes and commitments (Reserve Bank) Directions, 2016 and the provisions of
basis increased to H2,055.96 Crore in FY 2023-24 website at https://poonawallafincorp.com/investor-
which affected the financial position of your Company, the Act.
from H584.94 Crore in FY 2022-23. PAT excluding financials.php
which occurred between the end of the financial year
exceptional items increased to H1,027.37 Crore in to which the financial statements relate and up to the EMPLOYEE STOCK OPTION SCHEMES:
JASPL
FY 2023-24 from H561.28 Crore in FY 2022-23. date of this Report. Equity based compensation is an integral part of
JASPL, a Joint Venture with HDI Global SE is an
The Company’s Net Interest Margin (‘NIM’) increased employee compensation across sectors which
CONSOLIDATED FINANCIAL STATEMENTS: advisory services Company domiciled in India. JASPL
to 11.2% in FY 2023-24 as compared to 10.7% in enables alignment of personal goals of the employees
is SPV of the Company. The Board of Directors and
FY 2022-23. Your Company has divested its investment in with organisational objectives by participating in the
the Shareholders of the Company has approved
Grihum Housing Finance Limited (Formerly known ownership of the Company through share-based
On a standalone basis, the Capital Risk Adequacy divestment of 11,000 equity shares constituting
as Poonawalla Housing Finance Limited) (‘GHFL’) on compensation scheme/plan. Your Company believes
Ratio (‘CRAR’) as at March 31, 2024, was 33.80% 48.89% of the share capital held by the Company
July 26, 2023 (‘effective date’) pursuant to approval of in rewarding its employees for their continuous hard
against the RBI stipulated norm of 15%. in JASPL, the said transaction is subject to requisite
the Board of Directors, Shareholders of the Company work, dedication, and support, which has led the
regulatory approvals. The Board has reaffirmed the
and requisite regulatory approvals to Perseus SG Company on the growth path.
MANAGEMENT DISCUSSION AND ANALYSIS: proposal to divest it’s shareholding in JASPL in its
Pte. Ltd., an entity affiliated to TPG Global LLC. Upon
The Management Discussion and Analysis, as required completion of the aforesaid divestment transaction,
in terms of the Securities and Exchange Board of India GHFL ceased to be a subsidiary of the Company from

Board’s Report
The Employee Stock Option Schemes (‘ESOPs’) The Company has not issued any sweat equity shares In September 12, 2023, CARE Ratings reaffirmed the Furthermore, in January 10, 2024, Acuite Ratings and
granted to the employees of the Company currently or equity shares with differential voting rights during rating assigned to Bank Facilities and long-term debt Research Limited also upgraded the long-term rating
operate under the following Schemes: FY 2023-24. instruments. Ratings of long-term Bank Facilities, assigned to Non-Convertible Debentures to ‘ACUITE
Non-Convertible Debentures and Subordinated Debt AAA/ Stable’.
-
Employee Stock Option Plan-2007 (ESOP - CHANGES IN SHARE CAPITAL: were reaffirmed at CARE AAA; Stable and the ratings
2007); In March 01, 2024, Brickwork Ratings reaffirmed the
During the year, your Company allotted 6,603,070 of Market Linked Debentures were reaffirmed at CARE
ratings for the Non-Convertible Debentures at ‘BWR
-
Restricted Stock Option Plan-2014 (RSOP - equity shares arising out of the exercise of Employee PP-MLD AAA; Stable. Ratings of Perpetual Debt were
AA+/Stable’ and withdrew the rating assigned to the
2014); and Stock Options granted to eligible employees of your reaffirmed at CARE AA+ Stable. The ratings assigned
Innovative Perpetual Debt Instruments (IPDI) on the
Company and its Subsidiary. to Short-Term Bank facilities and Commercial Paper
- Employee Stock Option Plan-2021 (ESOP- 2021). request of the Company.
were reaffirmed at ‘CARE A1+’.
After the allotment of the aforesaid equity shares,
There are no changes made to the above Schemes
the total issued, subscribed and paid-up share
during the year under review. A summary of outstanding ratings as on March 31, 2024, is presented below:
capital of the Company as of March 31, 2024, stood
During the year, your Company has implemented at H1,549,101,324/- comprising 774,550,662 equity Rating Agency Instrument / Facility Outstanding Rating
Employee Stock Option Plan – 2024 (‘ESOP- 2024’), shares of H2/- each. The new equity shares issued shall CARE Ratings Non-Convertible Debentures AAA; Stable
through PFL Employee Welfare Trust through rank pari-passu with the existing equity shares of the Long Term Bank facilities AAA; Stable
secondary acquisition which was approved by the Company in all respects. Market Linked Debentures (MLD) AAA; Stable
Shareholders on February 19, 2024. The Board has Sub Debt AAA; Stable
Further, PFL Employee Welfare Trust is holding
also approved Employee Stock Option – 2024 – Perpetual Debt AA+; Stable
4,000,000 equity shares of the Company as on
Scheme II on April 08, 2024; the same was approved Commercial Paper/ Short Term Bank Facilities A1+
March 31, 2024. The shareholding is disclosed as
by the Shareholders on May 13, 2024.
‘non-promotor and non-public shareholding’ in the CRISIL Non-Convertible Debentures AAA / Stable
The aforesaid Schemes are in compliance with SEBI Shareholding pattern of the Company. Bank facilities AAA / Stable
(Share Based Employee Benefits and Sweat Equity) Sub Debt AAA / Stable
Regulations, 2021 (‘SEBI (SBEB&SE) Regulations, FINANCE: Perpetual Debt AA+/Stable
2021’), to the extent applicable. During the year, the Company has raised fresh Commercial Paper A1+
secured term loans of H4,075 Crore from banks and Acuite Non-Convertible Debentures AAA / Stable
The Nomination and Remuneration Committee of
other financial institutions for an average tenor of Brickwork Ratings Non-Convertible Debentures AA+ / Stable
the Board of Directors of the Company, inter alia,
3 to 5 years. Besides public sector banks/ financial Sub Debt AA+ / Stable
administers and monitors the Schemes in accordance
institutions incremental credit lines were received
with the SEBI (SBEB&SE) Regulations, 2021. ‘AAA’ rating indicates highest degree of safety regarding timely servicing of financial obligations and lowest credit risk.
from private banks to diversify the borrowing base. The
During the year, the Company has granted ESOPs to Company also raised Commercial Paper aggregating ‘AA+’ rating indicates a high degree of safety regarding timely servicing of financial obligations and very low credit risk.
the eligible employees of the Company, in accordance to H9,750 Crore and H500 Crore of Secured Non-
with the ESOP- 2021 as approved by the Nomination Convertible Debentures was raised during the year
A status of ratings assigned by rating agencies and India (Non-Banking Financial Company – Scale Based
and Remuneration Committee. through private placement basis. The funds raised
migration of ratings during the year is provided in Regulation) Directions, 2023 No. RBI/DoR/2023-
through Commercial Papers and Non-Convertible
The details of the ESOPs granted and outstanding notes to the Standalone Financial Statements of 24/106 dated October 19, 2023 (‘RBI Scale Based
Debentures were utilised for the purpose specified in
as on March 31, 2024, along with other particulars the Company. Regulation’) and SEBI Listing Regulations. The
the respective offer documents.
as required by Regulation 14 of the SEBI (SBEB&SE) RMCB met four times during the year, its terms of
Regulations, 2021 is available on the website of PARTICULARS OF LOANS, GUARANTEE AND reference and functioning are set out in the Corporate
CREDIT RATING:
the Company at https://poonawallafincorp.com/ INVESTMENTS OUTSTANDING DURING THE Governance Report. The Company understands that
During the year under review, the long-term ratings FINANCIAL YEAR:
investor-governance.php. These details, along risk evaluation and risk mitigation is a function of the
assigned to Non-Convertible Debentures and bank
with the certificate from the Secretarial Auditor of The Company, being an NBFC registered with the Board of the Company, and the Board of Directors
facilities of the Company were upgraded to ‘CRISIL
the Company, as required under Regulation 13 of RBI and engaged in the business of giving loans are fully committed to develop a sound system for
AAA/ Stable’ by CRISIL Ratings Limited in April 24,
the SEBI (SBEB&SE) Regulations 2021, the ESOP in ordinary course of its business, is exempt from identification and mitigation of applicable risks
2023 based on strong parentage, low leverage,
Schemes have been implemented in accordance complying with the provisions of section 186 of the viz., systemic and non-systemic. For detailed Risk
improved asset quality, diversified funding mix and
with the Regulations, would be placed and available Act with respect to loans. Accordingly, the disclosures Management procedure of the Company, please refer
product offerings, and a strong senior management
for inspection by the Shareholders during the Annual of the loans given as required under the aforesaid to the Management Discussion & Analysis Report.
team. The ratings assigned to Commercial Paper
General Meeting (‘AGM’). section have not been made in this Board’s Report.
were reaffirmed at ‘CRISIL A1+’. INTERNAL FINANCIAL CONTROL:
Grant wise details of ESOPs vested, exercised, allotted Particulars of loans and investments outstanding
Further, in May 05, 2023, CRISIL had assigned ratings The Company has in place adequate internal financial
and cancelled are also provided in the notes to the during the financial year are furnished in notes to the
of ‘CRISIL AAA/Stable’ to Subordinated Debt and controls with reference to financial statements,
Standalone Financial Statements. Standalone Financial Statements of the Company.
‘CRISIL AA+/Stable’ to Perpetual Debt instruments. commensurate with the size, scale, nature and
RISK MANAGEMENT: complexity of its operations and regulatory
requirements. A comprehensive review of the internal
The Risk Management Committee of the Board
financial controls environment of the Company was
(‘RMCB’), functions in line with the Reserve Bank of
undertaken during the year which covered testing

Board’s Report
of Process, IT and Entity level controls including pipeline. Your Company strives to create a conducive Your Company has launched a web & mobile app with getting the best visibility for the organisation
review of key business processes for updating risk environment for growth and development of its various features such as instant personal loan, loan and made sure that there is an overall positive
control, matrix, etc. The risk and control matrices employees. Training & Development initiatives are servicing etc. Customers can now avail an instant sentiment for the organisation. Leading media
are annually reviewed, and control measures are being taken for employees from time to time. More personal loan in just 5 minutes by completing the houses including newspapers, electronic media
tested and documented. Moreover, the Company details can be found in the human resource section in end-to-end digital process. Business processes have as well as online media covered the journey of
continuously upgrades its systems and undertakes the Management Discussion & Analysis Report. been re-aligned as per industry-best practices thus your Company. All the leading media houses
review of policies, guidelines, manuals, and authority enabling end-to-end automation of each process. and print publications positively covered various
matrix. The internal financial control is supplemented PREVENTION OF SEXUAL HARASSMENT AT Your Company has also launched instant personal business announcements and financial results.
by extensive internal audits, regular reviews by the WORKPLACE: loan on WhatsApp. During some of the strategic media stories your
Management and standard policies and guidelines The Company has zero tolerance towards sexual Company successfully presented its vision as
There was a major reform in Business-model
to ensure reliability of financial and all other records harassment at the workplace and has adopted a ‘Policy well as future plans which further fueled the
transition in the form of API based lending where
to prepare financial statements, its reporting and for Prevention of Sexual Harassment’ to prohibit, growth journey. Your Company is successfully
we have launched STPL (Small Ticket Personal Loan)
other data. The Audit Committee of the Board reviews prevent or deter any acts of sexual harassment positioned as one of the fastest growing NBFCs
using standard digital lending API stack. Any Digital
internal audit reports given along with management at workplace and to provide the procedure for with digital-first approach with continuous focus
DSA can integrate their digital journey with our API
responses. The Audit Committee also monitors the the redressal of complaints pertaining to sexual on USPs as well as growth story and business and
stack quickly.
implemented suggestions. The Company has, in harassment, thereby providing a safe and healthy performance achievements. Your Company also
all material respects, adequate internal financial work environment in line with the provisions of Sexual Your Company has implemented a robust digital did extensive media outreach and PR for special
control over financial reporting and such controls are Harassment of Women at Workplace (Prevention, platform and an API gateway with over 100+ APIs days or season specific customer campaigns
operating effectively. The Joint Statutory Auditors Prohibition & Redressal) Act, 2013 and the rules made which can be used for various purposes like eKYC, such as Father’s Day campaign to promote its
of the Company have also certified the existence thereunder (‘POSH Act’). The Company has complied PAN validation, Digilocker, penny drop, eSigning, business Loan product, Credit Films to create
and operating effectiveness of the internal financial with the provisions relating to the constitution of eStamping, IMPS, etc. awareness on the importance of choosing the
controls relating to financial reporting as of March the Internal Committee under the POSH Act. During right lender if you have good credit score, Film
Your Company has invested in various new
31, 2024. the year under review, no case of sexual harassment on personal loan around the Raksha Bandhan
technologies like Digital Experience Platform, AI
was reported to the Internal Committee (‘IC’). The theme to enable the dreams of its customers.
based customer engagement and communications,
VIGIL MECHANISM / WHISTLE BLOWER POLICY: composition of IC is in accordance with the POSH These campaigns and films gave positive recall
personalisation, Digital Collections Platform, etc. Your
Pursuant to Section 177(9) of the Act and Regulation Act. To build awareness and appreciation of this area, and good visibility both in print and digital media.
Company has also set up an IT Command Center for
4(2)(d)(iv) of the SEBI Listing Regulations, the Company we have implemented an online knowledge module 24x7 monitoring of IT Infrastructure, Applications and Apart from press releases on various occasions
has in place a vigil mechanism named ‘Breach of leveraging our learning management system. We Digital Services. Your Company is also implementing your Company also did strategic media
Integrity and Whistle Blower/Vigil Mechanism Policy’ continue to strive harder with each passing year to Enterprise Data Lake platform, which will enable use interviews with the senior management to create
to provide a formal mechanism to the directors and ensure we succeed in bringing the best out of our of multiple AI based algorithm for generating various visibility and awareness about the leadership.
employees to report their concerns about unethical people and enable the organisation to create value for kinds of reports, MIS, and Dashboards. Use of analytics Through these media interviews your Company
behavior, actual or suspected fraud or violation of its Shareholders and Employees. will enhance customer penetration through digital focused on leadership and its flawless execution
the Company’s Code of Conduct or Business Ethics platform by providing various insights at data level. while growing the business. Your Company also
Policy. The Policy provides for adequate safeguards INFORMATION TECHNOLOGY:
focused on regional media as aspirations are
against victimisation of employees who avail the The technological advancement in your Company CORPORATE IMAGE BUILDING & ENGAGING growing in tier-2 and tier-3 markets and reaching
mechanism and also provides for direct access to the has resulted in multi-fold growth in the digital led TARGET AUDIENCE: out to them. Your Company also did media
Chairman of the Audit Committee in appropriate and business. There is a significant growth in API based Some of the key initiatives undertaken by the stories and received coverage in various regional
exceptional circumstances. end-to-end digital lending through Mobile App, Company during the year are: language newspapers and websites. A healthy
Digital DSAs & Co-lending partners. mix of English and regional media coverage has
The details of the said Policy is explained in the
 Public Relations and External positioned your Company as a force to reckon
Corporate Governance Report and is available on the Your Company’s Information Technology guiding
Communication: within NBFC space.
website of the Company at https://poonawallafincorp. principles are:
com/pfca /as s et s /p df/Breach- of- Inte grit y-and- Under Public Relations your Company extensively
(a)
Offer Best-in-Class Customer Experience focused on creating awareness and positive a. Leadership profiling at various leading
Whistle-Blower-Vigil-Mechanism-Policy.pdf
across channels. recall for the organisation. Your Company also publications
HUMAN RESOURCES: (b)
Ensure ‘Robust & Scalable’ Technology focused on strengthening the brand image With strategic communication and media
Your Company firmly believes that employees are its Infrastructure with 24x7 availability. through various PR campaigns and exclusive reach out your Company covered large
greatest asset. From orchestrating successful change media interactions for the management. format interviews for its senior management
(c) Increase Productivity & Profit using Digital First, with leading publications like Moneycontrol,
management and alignment with the Company’s Through specific communication and through
Technology-driven approach. Financial Express, Economic Times, Hindu
Vision and Mission. Human Resources (‘HR’) has played emails, letters, texts or otherwise your Company
a vital role in purposefully shaping and promoting the Your Company’s Information Technology primary Business Line, ET Now, CNBC TV18, etc. This
has reached out to its stakeholders and informed
Company’s Culture and Values. From acquiring talent focus areas include superior customer experience, gave your Company good media visibility
them about the constant progress and growth
to developing leaders the focus of the HR strategy is technology upgrade, new products/services, and helped to position our leadership as an
of the organisation. Your Company focused on
to enable the growth of the Company through talent innovations, productivity/process improvements, industry thought leader.
fulfilment for growth areas, capability building in digital acquisition, and data science/analytics.
emerging technologies and building internal talent

Board’s Report
b. Digital PR campaigns and content important awards, and recognitions as •

Soldierathon Marathon- Partnership •
Risk Management Team of the year-
placements well as various employee engagement with Fitistan for first of its kind Marathon Golden Peacock Award
Your Company is building the brand digitally activities. Some of the LinkedIn posts on with soldiers of Indian Army where your
• Rising Corporate Legal & Compliance
through strategic content placements in the important days and festivals helped garner Company’s employees took part in
Team of the Year- At Lex Falcon Global
form of authored articles, press releases as good engagement as well as followers for this marathon.
Awards India 2024
well as opinion pieces. So far, successfully the organisation’s LinkedIn profile. Your
•
Saluting the Heroes- Flagship event
featured content on various leading digital Company has also actively started posting CORPORATE SOCIAL RESPONSIBILITY
with Pune Mirror to recognize the efforts
publications like Moneycontrol, LiveMint, about the joining of new team members
of Pune Police. Your Company has a comprehensive Corporate Social
Hindustan Times, ETBFSI, Indian Express, under our ‘Embark’ initiative.
Responsibility (‘CSR’) Policy outlining programmes,
Forbes Advisors, etc. •
News18 Storyboard’s DNPA summit
b. Awards & Recognitions for employer projects and activities that your Company undertakes
and conclave- A forum to bring all the
branding to create a significant positive impact on disadvantaged
c. Do It Tibara Cricket World Cup Anthem representatives from digital media
section of the society especially in rural India. All these
As part of brand building and creating The Company not only applied and was publication association under one
programmes fall within the purview of Section 135
awareness for the Company during the most recognised in key employer branding roof and honor their work in shaping
read with Schedule VII of the Act and the Companies
anticipated and highly viewed sporting platforms like ‘Great Place to Work’, but also digital India.
(Corporate Social Responsibility Policy) Rules, 2014
event in the country, your Company made built visibility in various forums through
• Sushasan Mahotsav 2024- Event from (‘CSR Rules’). Your Company has undertaken socially
Cricket Anthem ‘Do It Tibara’, a theme song communication channels and leadership
Rambahu Mhalgi Prabodhini to celebrate impactful CSR Projects during the year under review.
dedicated to Indian cricket team. This song visibility. Your Company also received other
the models of good governance from Your Company has partnered with implementing
was a tribute to Indian cricket and an appeal recognitions such as ‘India’s Best Workplace
public as well as private institutions and agencies to implement projects in the CSR focus area
from the cricket loving nation to the Indian in Health in Health & Wellness 2023’ by Great
industry bodies. viz., Education, Women Empowerment, Financial
team to win the 50 overs world cup third Place to Work, ‘Healthy Workplace 2023’
Literacy and Healthcare.
time after 1983 & 2011. This song created a by Arogya World and ‘The Most Preferred b. Awards and Recognitions
positive and top of the mind recall for your Workplace 2022-23’ by Team Marksmen in During the year under review your Company was
Your Company received accolades in the
Company and created good visibility for the the premier edition of the survey etc. humbled to receive CSR awards for its contribution
following field during the year under review:
brand. This song got more than 6 million to society.
 Branding and Internal Communication: • Great Place to Work Certification
views after posting it on the Company’s During the FY 2023-24, your Company was required
official YouTube channel. It also became a
Prompt and effective communication about
• Healthy Workplace by Arogya World to spend H2.33 Crore under CSR as enumerated in
viral sensation on social media and more the Company and all its functions. All the
Section 135(5) of the Act. Your Company has spent
than 2000 influencers posted this song important announcements and information • ETNow Best BFSI Brand 2024
an amount of H2.33 Crore on CSR activities. The
or used it in making reels for social media about key initiatives, Company results, senior
• ET Brand Equity Trendies Award for DO Annual Report on CSR activities is annexed herewith
platforms. This song was talk of the town management communication, new products,
It Tibara Influencer Marketing and marked as an Annexure-1. Further, in terms of
during the entire world cup and was trending projects, Company and functional awards,
the amended CSR Rules, the Chief Financial Officer
with #DoItTibara on X (formerly Twitter) branch updates, employee reward & recognition • Gold Award for Best Video Campaign at
has certified that the funds disbursed have been
whenever India was playing its match. etc. are designed and disseminated from the the IAMAI’s 14th India Digital Awards
utilised for the purpose and in the manner approved
Apart from social media influencers, various internal communications desk to enhance
• Best Use of Influencers and Social Media by the CSR Committee and the Board of Directors of
leading A&M Media (Advertising & Marketing) employee engagement and collaboration to
for ‘Do It Tibara’- At DIGIES: Digital your Company.
organically covered the ‘Do It Tibara’ Cricket work towards achieving our common goals.
Conference and Awards
song in their stories around how brands/ End to end branding for all stakeholders like CUSTOMER RELATIONSHIP MANAGEMENT:
organisations are enjoying the cricket fever. customers, channel partners, digital aggregators •
ET Future Ready Organisations from
Your Company strives to be the most trusted financial
Leading News channel network Republic & employees across all available touchpoints Economic Times
services brand with Quality of Customer Service
Media also aired the cricketing song on their like, Corporate Office and Branch Network, DSA
•
Quantic Media - Best Customer being one of the critical pillars for your Company.
news channel during their prime time shows Premises, Events, Sales activations & Media.
Experience NBFC Your Company also believes in ethics, integrity, good
in between the breaks and their Editor-in- governance, professionalism, transparency, and
 Events and Awards: •
Marksmen Daily- Most Preferred
Chief Mr. Arnab Goswami also spoke about customer satisfaction. Special focus has been on the
the song’s popularity and relevance to the a. Partnership with various events Workplace 2023-24
quality and consistency of service delivery.
cricket fever in India during telecast. Collaborated with leading media houses for • Elets Media- Excellence in Compliance
Below key initiatives were undertaken to enhance the
their marquee events like: and Legal Management
 Employer Branding: Customer Service and Experience in FY 2023-24:
• Sakal Schoolympics- A flagship event by • Compliance and Legal Team of the year
a. Brand management activities on social  Net Promoter Score (‘NPS’) is the leading indicator
Sakal Media to promote sporting culture. – UBS Forums
media including LinkedIn of customer perception and brand loyalty. Your

Successfully positioned your Company •
TV9 Network’s What India Thinks • Fastest Growing NBFC of the year by Company have been committed to gauge
as employer of choice through various Today Conclave- Your Company was Elets Media customer feedback as a true reflection of its
interventions. Your Company has been the title sponsor for this event which service levels. Your Company have embarked on
• Best Social Welfare Initiative of the Year-
regularly posting on Company’s official created good visibility for brand PFL and this journey since FY 2022-23. Valuable customer
Indian Social Impact Awards 2024
social media handles about key milestones, its leadership. insights at each stage of their relationship with

Board’s Report
the Company has been the guiding factor to Handling Grievances effectively required in the NBFC sector. The details of skills the Board with effect from August 26, 2023.
continuously improve and digitize its processes possessed by each director have been provided Ms. Vijayalakshmi R Iyer, Non-Executive,
 Proactive acknowledgment to customers via
and service delivery. The NPS has significantly in detail in the Corporate Governance report. Independent Director, completed her term as
auto E-mail and SMS trigger upon receipt of
improved to 76 for March’24 as compared to Independent Director of the Company, with
any complaint. b. Change in composition of the Board
44 for March’23 across all moments of truth – effect from January 30, 2024. Mr. Sajid Fazalbhoy,
Sales, Onboarding, Service and Exit. Customer  A detailed Root Cause Analysis (RCA) carried out during the year Non-Executive Director, stepped down from the
insights and identified opportunities of process for each complaint. During the year, the Board of Directors (‘Board’) Board with effect from June 01, 2024. The Board
improvement are being addressed as a part of of the Company had approved re-designation of Directors of your Company placed on record
 All critical cases including regulatory escalation
continuous improvements. of Mr. Atul Kumar Gupta (DIN: 01052730) from their appreciation for the contribution made by
are reviewed by Principal Nodal Officer and Chief
Non-Executive Director to Non-Executive, Mr. G Jaganmohan Rao, Ms. Vijayalakshmi R Iyer
 To ensure a 360 view of customer interaction across Compliance Officer.
Independent Director of the Company, for a and Mr. Sajid Fazalbhoy during their tenure as
all key stakeholders, a Customer Relationship
 Close looping feedback mechanism ensures period of 3 (three) years effective from August 23, directors on the Board.
Management (‘CRM’) is being customized to
customers are out called at the time of closure of 2023, thereafter the Members of the Company
ensure visibility across all teams which also acts c. Retirement by Rotation:
the Service Request for customer concurrence on granted their consent by way of Postal Ballot on
as a central data hub for customer service.
the resolution being provided and upon closure in September 13, 2023. In accordance with the provisions of Section 152
 With ever changing customer needs and ability to system the same is backed by an SMS trigger for of the Act read with Articles of Association of the
The Board had also approved the appointment
adapt with customer requirements and ensuring customers’ reference. Company, Mr. Abhay Bhutada (DIN:03330542),
of Mr. Sunil Samdani (DIN: 10301175) as Whole
a real time customer service, self-serve channels Director retires by rotation at the ensuing
 All Partially/Wholly Rejected complaints (subject - time Director (‘Executive Director’) of your
are being enhanced with cutting edge technology AGM and being eligible, offers himself for re-
to exclusions as per Regulatory Circular) are Company for a period of 5 (five) years effective
coupled with AI/ML backed self-service options via appointment. The Board of Directors of your
reviewed by the Internal Ombudsman of the from October 20, 2023, thereafter the Members
IVR, WhatsApp & chatbot. Self-Service adoption Company recommends the re-appointment
Company and the final decision is communicated of the Company granted their consent by way of
was at ~70% of the overall QRGs (Query, Requests of the Director liable to retire by rotation at the
to the customer within the regulatory timelines. Postal Ballot on January 14, 2024.
and Grievances) received through physical mode. ensuing AGM. Appropriate resolution seeking
 Necessary governance mechanism is in place
Ms. Kemisha Soni (DIN: 06805708) was your approval for the aforesaid re-appointment
 Leveraged WhatsApp adoption by customers
for any case of violation of code of conduct while appointed as a Non- Executive, Independent along with brief profile of the said director is
onboarded on WhatsApp for service through self-
dealing with customer (e.g. misbehaviour during Director for a period of 3 (three) years effective forming part of the Notice convening the 44th
help mode.
collection follow-up). from January 30, 2024, thereafter, the Members AGM of your Company.
 Segmented and proactive communication to of the Company granted their consent by way of
 Regular trainings for frontline officials and agents d. Key Managerial Personnel :
customers for awareness of servicing capabilities Postal Ballot on March 07, 2024.
are conducted for upkeep of customer experience.
leading to increase in digital servicing. In terms of Section 203 of the Act, the following
On March 18, 2024 and June 01, 2024 based
 Post analysis of complaint trends and gap are the Key Managerial Personnel (‘KMPs’) of the
To ensure your Company treat its customers fairly, on the recommendation of the Nomination
identification, different initiatives are taken Company as on the date of this report:
your Company has implemented the following: and Remuneration Committee, the Board has
to ensure preventive actions leading to
approved appointment of Mr. Arvind Kapil (DIN: 1. Mr. Abhay Bhutada, Managing Director;
Transparency seamless experience.
10429289) as an Additional Director in the
2. Mr. Sunil Samdani, Executive Director (with
 Effective communications on confirmation of DIRECTORS AND KEY MANAGERIAL capacity of Managing Director & Chief Executive
effect from October 20, 2023);
repayment mandate registration. PERSONNEL: Officer and a Key Managerial Personnel of the
Company, for a period of 5 (five) years effective 3. Mr. Sanjay Miranka, Chief Financial Officer; and
 Ensure recorded interactions with customers for a. Board Composition from June 10, 2024, subject to the approval of
future reference and adequate quality checks. 4. Mrs. Shabnum Zaman, Company Secretary.
The composition of the Board of Directors of the Members of the Company. The Board has also
 Diligent and timely filing of customer credit Company is governed by the Act and Regulation approved early retirement of Mr. Abhay Bhutada Save and except as stated above, there are
information with bureaus. 17 of the SEBI Listing Regulations and is in as Managing Director of the Company effective no other changes in the KMPs during the
conformity with the same. As on the date of from the close of business hours on June 09, FY 2023-24.
 Proactive issuance of NOC/ NDC (No-Objection
this Report, the Board of Directors comprised 2024, and to continue as the Non-Executive
Certificate/ No-Due Certificate) to customers. e. Declaration from Independent Directors:
a combination of Nine Directors viz. Mr. Adar Director on the Board of your Company with
 Enabled virtual account number as a re- Cyrus Poonawalla, Chairman, Non-Executive effect from June 10, 2024.
The Company has received the necessary
payment mode. Director, Mr. Abhay Bhutada, Managing declaration from each Independent Director in
The Board of Directors on April 08, 2024 has
Director, Mr. Sunil Samdani, Executive Director, accordance with Section 149(7) of the Act and
 Enabled payment via QR code for branch walk in approved re-appointment of Mr. Prabhakar
Mr. Amar Deshpande, Non- Executive Director Regulation 16(1)(b) and 25(8) of the SEBI Listing
customers for real time payment updates. Dalal (DIN:00544948) as a Non-Executive,
and Mr. Bontha Prasada Rao, Mr. Prabhakar Regulations, that he/she meets the criteria of
Independent Director for a period of 3 (three)
 ISO level quality standards such as Daily Control Dalal, Mr. Sanjay Kumar, Mr. Atul Kumar Gupta, independence as laid out in Section 149(6) of
years effective from May 05, 2024, thereafter
Function Chart (‘DCFC’) & Corrective Action and Ms. Kemisha Soni are Non-Executive, the Act and Regulation 16(1)(b) of the SEBI
the Members of the Company approved his re-
Preventive Action (‘CAPA’) are being implemented Independent Directors. Listing Regulations.
appointment.
for all operational processes.

The Board mix provides a combination of
In terms of Regulation 25(8) of the SEBI

Mr. G Jaganmohan Rao, Non-Executive,
professionalism, knowledge and experience Listing Regulations, Independent Director
Independent Director, stepped down from

Board’s Report
have confirmed that they are not aware of any g. Familiarization Programme for i. Outcome of evaluation process:
In terms of the SEBI Listing Regulations, all
circumstances or situation which exists or may Independent Directors: directors and Senior Management Personnel have
Based on inputs received from the members,
be reasonably anticipated that could impair or affirmed compliance with their respective codes.

In compliance with the requirement of it emerged that the overall performance
impact their ability to discharge their duties. The Managing Director has also confirmed and
Regulation 25 of SEBI Listing Regulations, the evaluation of the Board, composition, and quality,
Based upon the declarations received from the certified the same, which certification is provided
Company has put in place a familiarization understanding the business including risks,
Independent Directors, the Board of Directors at the end of the Report on Corporate Governance.
programme for the Independent Directors to process and procedures, oversight of financial
has confirmed that they meet the criteria of
familiarize them about the Company and their reporting process including internal controls DIRECTORS' RESPONSIBILITY STATEMENT:
independence as mentioned under Regulation
roles, rights, responsibilities in the Company. The and audit functions, ethics and compliances
16(1)(b) of the SEBI Listing Regulations and that To the best of our knowledge and belief, your directors
details of the familiarization programme along and monitoring activities, has been found to be
they are independent of the management. make the following statements in terms of Section
with the number of hours spent by each of the reasonably good. Similarly, the effectiveness of
134 (5) of the Act:
In terms of Section 150 of the Act read with Independent Director during the FY 2023-24 are the Board Committees has been rated high. The
Rule 6 of the Companies (Appointment explained in the Corporate Governance Report. Committees of the Board function effectively. a. that in the preparation of the annual accounts for
and Qualification of Directors) Rules, 2014, The same is also available on the website of the Sufficient time is allotted for discussion of the the year ended March 31, 2024, the applicable
as amended, Independent Directors of the Company at https://poonawallafincorp.com/ agendas. Contrary views were also encouraged Ind AS have been followed along with proper
Company have included their names in the pfca/assets/pdf/PFL-Familiarization-Program- and the same were viewed in the right explanation relating to material departures, if any;
data bank of Independent Directors maintained FY23-24.pdf perspective. The performance of the Chairman
b. that such accounting policies as mentioned in
with the Indian Institute of Corporate Affairs. of the Company has been found to be Excellent
h. Performance Evaluation: Notes to the annual accounts have been selected
There has been no change in the circumstances and was rated 5 within the overall rating scale
and applied consistently and judgement and
affecting their status as Independent Directors of The Board conducted the performance evaluation of 1 to 5. The Chairman demonstrates effective
estimates have been made that are reasonable
the Company. of the Individual directors, Board Committees, leadership qualities and skills, provides strategic
and prudent so as to give a true and fair view of
Board as a whole and the Chairman of the directions and guidance to the Company and
In the opinion of the Board, the Independent the state of affairs of the Company as at March
Board in accordance with the provisions of the addresses recommendations/ suggestions of
Directors possess the requisite integrity, 31, 2024 and of the profit of the Company for the
Act and the SEBI Listing Regulations, including the Board Members including divergent views.
experience, expertise, and proficiency required year ended on that date;
the Guidance Note on Board Evaluation issued Overall, the Board is functioning very well in a
under applicable laws and the policies of
by SEBI. cohesive and interactive manner. Last year the c. that proper and sufficient care has been taken
the Company.
recommendations of Independent Directors for the maintenance of adequate accounting
The Board evaluated the effectiveness of its
During the year under review, a separate meeting and Board on Performance Evaluation were records in accordance with the provisions of the
functioning and that of the Committees and
of the Independent Directors was held on January largely implemented. Act for safeguarding the assets of the Company
of individual directors by seeking their inputs
13, 2024. and for preventing and detecting fraud and
on various aspects of Board/Committee j. Remuneration Policy: other irregularities;
During the year under review, the Non-Executive Governance through structured questionnaire.
The Board has, on the recommendation of the
Directors of the Company had no pecuniary The aspects covered in the evaluation d. that the annual accounts have been prepared on
Nomination and Remuneration Committee
relationship or transactions with the Company, included the contribution to and monitoring of a going concern basis;
adopted the Remuneration Policy, which inter
other than sitting fees and commission, as corporate governance practices, participation
alia includes policy for selection and appointment e. that proper internal financial controls are in place
applicable, received by them. in the long-term strategic planning and
of Directors, Key Managerial Personnel, Senior and that the financial controls are adequate and
the fulfilment of directors' obligations and
f. Fit and Proper Policy: Management Personnel, and their remuneration. are operating effectively; and
fiduciary responsibilities, including but not
The salient features of the Remuneration Policy

The Company adheres to the process and limited to, active participation at the Board and f.
that proper systems to ensure compliance
are stated in the Corporate Governance Report.
methodology prescribed by the RBI in respect of Committee meetings. Also, the Nomination with the provisions of all applicable laws are in
The Remuneration Policy of the Company is
the ‘Fit & Proper’ criteria as applicable to NBFCs, and Remuneration Committee has carried out place and that such systems are adequate and
available on the Company’s website at https://
signing of Deeds of Covenants which binds the an evaluation of every director’s performance operating effectively.
poonawallafincorp.com/pfca/assets/pdf/PFL-
directors to discharge their responsibilities to the and reviewed the self-evaluation submitted
Remuneration-Policy.pdf. MEETINGS:
best of their abilities, individually and collectively by the respective directors. These meetings
in order to be eligible for being appointed/ re- were intended to obtain Directors’ input on k. Code of Conduct for Directors and A minimum of four pre-scheduled Board meetings
appointed as a director of the Company. effectiveness of Board/Committee processes. Employees: are held annually. Additional Board meetings are
convened by giving appropriate notice to address
All the directors of the Company have confirmed
The Board considered and discussed the The Company has adopted a Code of Conduct
the Company’s specific needs. In case of business
that they satisfy the ‘fit and proper’ criteria as input received from the directors. Further, for its directors and employees including a Code
exigencies or urgency of matters, resolutions are
prescribed in Chapter XI of RBI Scale Based the Independent Directors at their meeting of Conduct for Independent Directors which
passed by circulation.
Regulation and that they are not disqualified reviewed the performance and role of Non- suitably incorporates the duties of Independent
from being appointed/continuing as directors Independent Directors and the Board as a whole Directors as laid down in the Act. The said Codes During the year under review, seven Board Meetings
in terms of Section 164(2) of the Act. The and Chairperson of the Company and had also can be accessed on the Company’s website at and seven Audit Committee Meetings were convened
prescribed declarations / undertakings given by assessed the quality, quantity, and timeliness https://poonawallafincorp.com/pfca/assets/pdf/ and held, the details of which are given in the Corporate
the directors were placed before the Nomination of flow of information between the Company PFL-Code-of-Business-Ethics.pdf. Governance Report. The intervening gap between
and Remuneration Committee and Board for its management and the Board that was necessary the meetings was within the period prescribed under
review and noting. for the Board to perform their duties effectively the Act and the SEBI Listing Regulations.
and reasonably.

Board’s Report
COMMITTEES OF THE BOARD OF DIRECTORS: CONTRACTS OR ARRANGEMENTS WITH The terms of appointment of Walker Chandiok & Co disclaimer. The Secretarial Audit Report for the
RELATED PARTIES: LLP (Firm Registration No. 001076N/N500013) as financial year ended March 31, 2024, is annexed
The Committees of the Board focus on certain specific
one of the Company’s Joint Statutory Auditors shall herewith and marked as an Annexure-3.
areas and make informed decisions in line with the In line with the requirements of the Act and the SEBI
expire at the conclusion of the Forty Fourth AGM of
delegated authority. Listing Regulations, the Company has in place a Policy Further, the Board of Directors at its meeting held on
the Company.
on Related Party Transactions and the same can be April 29, 2024, has re-appointed SIUT & Co LLP as the
a. Audit Committee accessed on the Company’s website at Policy on https:// In view of the same, based on the recommendation Secretarial Auditor of the Company for FY 2024-25
The Audit Committee presently comprises of poonawallafincorp.com/pfca/assets/pdf/PFL-Related- of the Audit Committee, the Board at its meeting and FY 2025-26.
Mr. Atul Kumar Gupta who serves as the Chairman Party-Transaction-Policy.pdf . All transactions with held on April 29, 2024, recommended and approved
of the Committee and Mr. Amar Deshpande, Related Parties are placed before the Audit Committee the appointment of M S K A & Associates, Chartered COST AUDITORS:
Mr. Prabhakar Dalal and Mr. Sanjay Kumar as other for approval. All related party transactions that were Accountants, (Firm Registration No. 105047W), as Being a NBFC, maintenance of cost records and
members. The terms of reference for the Audit entered into during the financial year were on an arm’s Joint Statutory Auditors of the Company, to hold requirement of cost audit as prescribed under
Committee have been furnished in the Corporate length basis and in the ordinary course of business, office from the conclusion of the Forty Forth AGM the provisions of Section 148(1) of the Act are not
Governance Report. All the recommendations the particulars of such transactions are disclosed in until the conclusion of the Forty Seventh AGM of the applicable in respect of the business activities carried
made by the Audit Committee during the year the notes to the financial statements. Disclosures of Company, subject to the approval of the Members at out by the Company.
were accepted by the Board. related party transactions of the Company with the the ensuing AGM.
promoter/ promoter group, which holds 10% or more SECRETARIAL STANDARDS:
b. Nomination and Remuneration M S K A & Associates established in 1978, is an Indian
shareholding in the Company, if any, is given in note Your Company is in compliance with the applicable
Committee partnership firm registered with the Institute of
to the Standalone Financial Statements. The nature secretarial standards issued by the Institute of
Chartered Accountants of India (ICAI) and the PCAOB
The Nomination and Remuneration Committee of related party transaction require disclosure in Company Secretaries of India and approved by the
(US Public Company Accountancy Oversight Board)
presently comprises of Mr. Prabhakar Dalal AOC -2, the same is attached with this Report as an Central Government under Section 118(10) of the Act.
having offices across key cities in India. The Firm
who serves as the Chairman of the Committee Annexure-2.
provides a range of services which include Audit & BUSINESS RESPONSIBILITY AND
and Mr. Amar Deshpande, and Mr. Atul Kumar
SIGNIFICANT AND MATERIAL ORDERS Assurance, Taxation and Accounting Advisory. The SUSTAINABILITY REPORT:
Gupta as other members. The terms of
PASSED BY THE REGULATORS OR COURTS OR Firm’s Audit and Assurance practice has significant
reference of the Nomination and Remuneration In the financial sector, Environment, Social and
TRIBUNALS: experience in auditing financial services clients
Committee have been furnished in the Corporate Governance Practices (‘ESG’) has become a critical
including large NBFCs and Banks.
Governance Report. During the year under review there were no significant area of focus. Your Company has constituted ESG
material orders passed by the Regulators/ Courts/ As required under Regulation 33(1)(d) of the SEBI Committee and adopted Environmental and Social
c. Stakeholders’ Relationship Committee Tribunals against the Company which would impact Listing Regulations, the Joint Statutory Auditors have Governance Policy & Governance Framework. As a

The Stakeholders’ Relationship Committee the going concern status or its future operations. confirmed that they have subjected themselves to responsible organisation your Company takes various
presently comprises of Mr. Prabhakar Dalal the peer review process of the Institute of Chartered measures to mitigate our impact on the environment,
who serves as the Chairman of the Committee, STATUTORY AUDITORS: Accountants of India (‘ICAI’) and that they hold a valid ensure our conduct is responsible towards our
Mr. Abhay Bhutada, Mr. Sunil Samdani, and Based on the recommendation of the Audit Committee certificate issued by the Peer Review Board of ICAI. internal and external stakeholders and invest in good
Mr. Sanjay Kumar as other members. The terms and the Board, the members of the Company, at the 43rd governance practices. Our various efforts towards
The Standalone and the Consolidated Financial
of reference of the Stakeholders’ Relationship AGM held on July 25, 2023, approved the appointment responding to the stakeholder needs and concerns
Statements of the Company have been prepared in
Committee have been furnished in the Corporate of Kirtane & Pandit LLP, Chartered Accountants, are addressed in the business responsibility and
accordance with Indian Accounting Standards (Ind
Governance Report. (Firm Registration No.105215W/W100057), as Joint sustainability report (‘BRSR’), covering the nine
AS) notified under Section 133 of the Act. The notes
Statutory Auditors of the Company, to hold office principles of National Guidelines on Responsible
d. Corporate Social Responsibility on financial statements referred to in the Auditors’
from the conclusion of the Forty Third AGM until the Business Conduct (NGRBC).
Committee Report are self-explanatory and do not call for any
conclusion of the Forty Sixth AGM of the Company.
further comments. The Auditors’ Report does not The BRSR provides an avenue for disclosing
The Corporate Social Responsibility Committee
Pursuant to the Company’s Policy on appointment of contain any qualification, reservation, adverse remark, an overview of the entity's material ESG risks
presently comprises of Mr. Abhay Bhutada
Statutory Auditors (‘Policy’) and the Circular No. DoS. or disclaimer. and opportunities, goals and targets related to
who serves as the Chairman of the Committee
CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, sustainability and performance against them. As per
and Mr. Sunil Samdani, Mr. Amar Deshpande, SECRETARIAL AUDITORS:
2021 issued by the RBI (‘RBI Circular’/ ‘Guidelines’), Regulation 34 of the SEBI Listing Regulations, BRSR
Mr. Prabhakar Dalal and Ms. Kemisha Soni, as
prescribing the guidelines for Appointment of Pursuant to the provisions of Section 204 of the Act for FY 2023-24 forms part of this Report.
other members.
Statutory Central Auditors (SCAs)/ Statutory Auditors and the Companies (Appointment and Remuneration
The other Committees of the Board are the (Sas) of Commercial Banks (excluding Regional Rural of Managerial Personnel) Rules, 2014, the Board of RBI GUIDELINES:
Asset Liability Management Committee, Risk Banks (‘RRBs’)), Urban Co-operative Bank (‘UCBs’) Directors of the Company has appointed SIUT & Co The Company continues to fulfil all the norms and
Management Committee, IT Strategy Committee, and Non-Banking Financial Companies (‘NBFCs’) LLP, Company Secretaries (Firm Registration No. standards laid down by RBI pertaining to non-
Review Committee, and the Management (including Housing Financial Companies (‘HFCs’)) and L2021MH011500) to conduct the Secretarial Audit performing assets, capital adequacy, statutory
Committee. The details of composition, terms of in accordance with the requirements of Section 139 for the FY 2023-24. The Secretarial Audit Report liquidity assets, etc. As against the RBI norm of
reference and number of meetings held for the of the Act, read with Rules made thereunder, Walker confirms that the Company has complied with the 15%, the capital to risk-weighted assets ratio of the
respective Committees have been furnished in Chandiok & Co LLP, Chartered Accountants, and provisions of the Act, Rules, SEBI Listing Regulations Company was 33.80% as on March 31, 2024. In line
the Corporate Governance Report. Kirtane & Pandit LLP, Chartered Accountants, act as and Guidelines and that the report does not contain with the RBI guidelines for asset liability management
the Joint Statutory Auditors of the Company. any qualification, reservation, adverse remark, or (‘ALM’) system for NBFCs, the Company has an Asset

Board’s Report
Liability Management Committee, which meets Report, form part of the notes to the Standalone the year under review 49,927 equity shares of face APPRECIATION:
quarterly to review its ALM risks and opportunities. Financial Statements; value of H2/- each, were transferred to IEPF Authority.
Your directors would like to record their appreciation
The Company continues to be in compliance with the e. There was no raising of funds through Preferential The Company has uploaded the details of unpaid of the hard work and commitment of the Company’s
RBI Scale Based Regulation. Allotment, Rights Issues or Qualified Institutional and unclaimed amounts lying with the Company employees and warmly acknowledge the unstinting
Placements, etc. and also the details of equity shares transferred to support extended by its bankers, financial institutions,
CORPORATE GOVERNANCE: IEPF Authority on the Company’s website (www. shareholders, regulators and other stakeholders in
The Company is committed to achieving and adhering ANNUAL RETURN: poonawallafincorp.com), and also on the Ministry of contributing to the results.
to the highest standard of Corporate Governance. It Pursuant to Sections 92 and 134(3) of the Act read Corporate Affairs’ website (www.mca.gov.in).
believes in and practices good corporate governance. with Rule 12 of the Companies (Management and
The Company maintains transparency and also Administration) Rules, 2014 as amended, the Annual FRAUD REPORTING: For and on behalf of the Board
enhances corporate accountability. In terms of Return is available at the website of the Company at During the year under review, neither the Statutory
Regulation 34 of SEBI Listing Regulations read with https://poonawallafincorp.com/investor-financials. Auditors nor the Secretarial Auditor has reported Abhay Bhutada Sunil Samdani
Schedule V, the following forms part of this Report: php to the Audit Committee under Section 143 (12) of Managing Director Executive Director
Act, any instances of fraud committed against the DIN: 03330542 DIN: 10301175
a.
Declaration regarding compliance to Code of PARTICULARS OF EMPLOYEES AND RELATED Company by its officers or employees, the details of
Conduct by the Board Members and Senior DISCLOSURES: which needs to be mentioned in the Board’s Report. Pune
Management Personnel;
The information required under Section 197(12) of the June 01, 2024
b. A certificate from a Practicing Company Secretary Act read with Rule 5 of the Companies (Appointment
that none of the directors on the Board of the and Remuneration of Managerial Personnel) Rules,
Company have been debarred or disqualified 2014, is disclosed in this Report as an Annexure 4.
from being appointed or continuing as directors
In terms of the proviso to Section 136(1) of the Act,
of Companies by the Board/ Ministry of Corporate
the Report is being sent to all Members, excluding
Affairs or any such statutory authority;
the statement with respect to employees employed
c. Report on the Corporate Governance; and throughout the year and employees employed for
part of the year who were in receipt of remuneration
d.
Practicing Company Secretaries certificate
in excess of limits prescribed under Section 197 (12)
regarding compliance of conditions of
of the Act read with Rule 5(2) and (3) of the Companies
Corporate Governance.
(Appointment and Remuneration of Managerial
PARTICULARS OF CONSERVATION OF ENERGY, Personnel) Rules, 2014. The statement is available for
TECHNOLOGY ABSORPTION AND FOREIGN EX- inspection by any Member on request. Any Member
CHANGE EARNING AND OUTGO: interested in obtaining a copy of the said statement,
may write an email to the Company Secretary at
Your Company does not have any activity requiring
[email protected]
conservation of energy or technology absorption and
foreign exchange earnings and outgo. TRANSFER OF AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND:
OTHER DISCLOSURES:
Pursuant to Section 124(5) of the Act read with
a. During the year, there was no application made
Investor Education and Protection Fund Authority
or any proceeding pending under the Insolvency
(Accounting, Audit, Transfer and Refund) Rules, 2016,
and Bankruptcy Code, 2016 (31 of 2016) and any
(as amended from time to time) (‘IEPF Rules’) relevant
one-time settlement with any Bank or Financial
amount, which remained unpaid or unclaimed for a
Institution during the year under review and
period of seven years have been transferred by the
hence the details of difference between amount
Company, from time to time on due dates, to the
of the valuation done at the time of one time
Investor Education and Protection Fund (‘IEPF’).
settlement and the valuation done while taking
During the year under review, your Company has
loan from the Banks or Financial Institutions
transferred H5,61,478/- (Rupees Five Lakh Sixty One
along with the reasons thereof is not applicable.
Thousand Four Hundred and Seventy Eight only) to
b. The Company has not defaulted in repayment of IEPF Authority.
loans from Banks and Financial Institutions;
Pursuant to Section 124 (6) of the Act and read with
c. There were no delays or defaults in payment of Rule 6 of IEPF Rules all the underlying shares in respect
interest/principle of any of its debt securities; of which dividends are not claimed/ paid for the last
seven consecutive years or more are liable to get
d.
Disclosures pursuant to RBI Scale Based
transferred to the IEPF Authority. Accordingly, during
Regulation unless provided in the Board’s

Annual Report on CSR Activities for Financial Year 2023-24

Annexure 1
1. BRIEF OUTLINE OF THE CSR POLICY OF THE COMPANY. C) Implementing organisation: Creative Foundation
Poonawalla Fincorp Limited (‘the Company’) firmly believes that it has a commitment towards its Executive summary of the programme and its impact:
stakeholders, customers, employees, and the community in which it operates, and it can fulfill this 1. Promotion of road safety:
commitment only by sustainable and inclusive growth. The Company aims to improve the quality of life
This programme is committed towards deploying traffic wardens for maintaining Pune city traffic.
through its positive intervention in the community. The Company has taken the key new CSR initiatives
It is a proactive approach taken by the Company to contribute to societal welfare. Collaborated
with a long-term view. Initiatives that are sustainable, have long-term benefits to society at large and are
with local authorities and deployed trained traffic wardens at critical junctions or busy areas in
aligned with the business practices, but which do not result in business benefits.
Pune to manage traffic flow, ensure pedestrian safety and ease congestion. This initiative aims to
Our social commitment ushers a proactive investment in talent and maintaining healthy relations with enhance road safety and align with our commitment to support the community, showcasing a
our external stakeholders, such as our customers, lenders, vendors, and communities. We also create responsible and civic minded approach beyond our business interest.
opportunities for them through our CSR activities. The focus area of CSR initiatives at the Company is
promoting education, women empowerment, financial literacy, and health care. During the year under D) Implementing organisation: Direct (Ongoing Project)
review, the Company has undertaken following CSR projects and programmes: Executive summary of the programmes and its impact:
1. M- Scholar:
EDUCATION AND WOMEN EMPOWEREMENT (INCLUDING FINANCIAL AND DIGITAL
LITERACY). Under this program, scholarships are offered to meritorious students from marginalized families.
The flagship project, M-Scholar, plays a pivotal role in promoting holistic development within
A) Implementing organisation: Pahle India Foundation society, by providing financial support to bright students from under-privileged families to
Executive summary of the programmes and its impact continue to live their dreams by pursuing undergraduate studies at prestigious institutes. So far
around 647 students have been successfully enrolled in this scholarship scheme from various
1. Opportunities and Challenges for Tribal Women Entrepreneurs in MSME: streams like Engineering, Medical, Humanities, Science, Commerce and Law and are taking
This programme is committed to contribute towards empowering women and aims to understand education from some of India’s finest institutions since 2015.
the opportunities and challenges of tribal women entrepreneurs of Jharkhand and Chhattisgarh. This
programme highlighted the opportunities and challenges for women in MSME sector and provided HEALTHCARE
ways to increase the participation of women entrepreneurs in India’s MSME sector. E) Implementing organisation: Grant Medical Foundation
2. Assessment of Financial Literacy Centers (FLCs): Executive summary of the project and its impact:
This programme aims to survey the FLCs of Sikkim and Haryana to understand the status of the FLC, 1. Healthcare for underprivileged:
review and monitor mechanism of the FLC activities to understand the reasons behind poor state of Under this program, advanced medical equipment’s such as six ventilators and one laser system CO2
financial literacy in Sikkim and Haryana. Based on the survey, the strengths, and weaknesses of these Acupulse Bost was provided to Grant Medical Foundation operating a multi-disciplinary hospital, Ruby
FLCs were highlighted and recommendations were made to improve the overall effectiveness of the Hall Clinic in Pune. This project aims to increase accessibility and availability to healthcare facilities for
FLCs of Sikkim and Haryana through improved digital financial literacy. the underprivileged.
3. Awareness campaign and promotion of social and behavioral change on Lead Poisoning: 2. Composition of CSR Committee:
This awareness programme aims to increase knowledge among target populations of Bihar and Number of meetings Number of meetings
Jharkhand about the sources, health effects and effective strategies for reducing lead exposure and S/N. Name of the Directors Category held during the attended during the
financial year financial year
to promote social and behavioral change on the issue of lead toxicity in Bihar and Jharkhand by
1. Mr. Abhay Bhutada Executive 1 1
working in close association with local organisations of these states working in health sector.
2. Mr. Sunil Samdani1 Executive N.A. N.A.
B) Implementing organisation: Creative Foundation 3. Mr. Amar Deshpande Non-Executive 1 1
4. Mr. Prabhakar Dalal2 Non-Executive, Independent N.A. N.A.
Executive summary of the project and its impact: 5. Ms. Kemisha Soni3 Non-Executive, Independent N.A. N.A.
6. Mr. G Jaganmohan Rao4 Non-Executive, Independent 1 1
1. Transforming Government schools:
7. Mrs. Vijayalakshmi R Iyer5 Non-Executive, Independent 1 Ab
This project is committed to undertake redevelopment programme of four Government schools 1Mr. Sunil Samdani was appointed as a member w.e.f. October 20, 2023.
located in Taluka Ausa, District Latur, Maharashtra. This project covered setting up well-furnished 2Mr. Prabhakar Dalal was appointed as a member w.e.f. August 27, 2023.
computer labs with server room, internet facility, establishing libraries, setting up well-equipped 3Ms. Kemisha Soni was appointed as a member w.e.f. January 30, 2024.
science & technology lab, developing sports center equipped with indoor/ outdoor sports 4Mr. G. Jaganmohan Rao ceased to be member w.e.f. August 26, 2023.
equipment, developing smart classrooms, setting up well-equipped vital life skills training center, 5Mrs. Vijayalakshmi R Iyer ceased to be member w.e.f. August 27, 2023.
developing/redeveloping toilets for boys and girls in schools, installing drinking water filters,
providing materials for daily hygiene, painting school walls with different educational concepts, The Corporate Social Responsibility Committee presently comprises of Mr. Abhay Bhutada who serves
setting up a music center equipped with instruments, setting up an art gallery with drawing as the Chairman of the Committee and Mr. Sunil Samdani, Mr. Amar Deshpande, Mr. Prabhakar Dalal
sheets, developing a beautiful garden of indigenous trees and flowers, installing rooftop solar and Ms. Kemisha Soni as other members of the Committee.
system, etc. This project provided educational support to Government schools.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects f. Excess amount for set-off, if any:
approved by the board are disclosed on the website of the Company:
Sl. No. Particular Amount
CSR Committee Composition: https://poonawallafincorp.com/investor-governance.php (K In Crore)
CSR Policy: https://poonawallafincorp.com/investor-governance.php (1) (2) (3)

(i) Two percent of average net profit of the company as per sub-section (5) of 2.33
CSR projects: https://poonawallafincorp.com/social-responsibility.php section 135
(ii) Total amount spent for the financial year 2.33
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3)
of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable: (iii) Excess amount spent for the financial year [(ii)-(i)] Nil
Not Applicable. (iv) Surplus arising out of the CSR projects or programmes or activities of the Nil
previous financial years, if any
5. a) Average net profit of the Company as per section 135(5): H116.48 Crore
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Nil
b) Two percent of average net profit of the Company as per section 135(5): H2.33 Crore
c) Surplus arising out of the CSR projects or programmes or activities of the previous financial 7. Details of Unspent CSR amount for the preceding three financial years:
years: NIL
1 2 3 4 5 6 7 8
d) Amount required to be set off for the financial year, if any: NIL Sl. Preceding Amount Balance Amount Amount transferred to Amount Deficiency,
No. financial transferred Amount in spent any fund specified under remaining if any
e) Total CSR obligation for the financial year (5b+5c-5d).: H2.33 Crore year(s) to Unspent Unspent CSR in the Schedule VII as per section to be spent
CSR Account Account reporting 135(6), if any in the
6. a.
Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): under under sub- financial succeeding
section 135 section (6) of year Name of Amount Date of financial
H5.02 Crore (6) (in L Crs) section 135 (in L Crs) years
the Fund (in H) transfer
(in L Crs) (in L Crs)
b. Amount spent in Administrative Overheads: NIL
1 2020-21 4.77 4.77 1.34 - - - 3.43 N.A.
c. Amount spent on Impact Assessment, if applicable: NIL 2 2021-22 NA 3.43 0.74 - - - 2.69 N.A.
3 2022-23 NA 2.69 2.69* - - - NIL N.A.
d. Total amount spent for the financial year [(a)+(b)+(c)]: H5.02 Crore (including H2.33 Crore for current
financial year)
* Based on the recommendation of the CSR committee, the Board of Directors of the Company discontinued ‘Swayam’
e. CSR amount spent or unspent for the financial year: earmarked as ongoing project due to Covid -19 outbreak and utilised the allocated CSR amount of H1.31 Crore to the
above-mentioned new CSR projects/programmes. Further, during the financial year 2020-21 the Company had identified,
‘M-Scholar’ as ongoing CSR project for extending scholarship to students from underprivileged background based on
Total Amount Amount Unspent (in L)
Spent for the certain selection criteria and parameters for pursuing higher studies for a period of three years excluding the year of
Financial Year Total Amount transferred to Unspent Amount transferred to any fund specified under commencement of the project. During the aforesaid project duration, students enrolled for the ‘M Scholar’ have not availed
(in L Crore) CSR Account as per section 135(6) Schedule VII as per second proviso to section 135(5) the scholarships for pursuing further studies, and based on the recommendation of the CSR Committee the Board has
Amount Date of transfer Name of the Fund Amount Date of transfer re-allocated amount of H90 Lakh towards healthcare for underprivileged.
5.02 NA NA

Annexure 2
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014.
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related
amount spent in the financial year: Yes parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length
transaction under third proviso thereto.
If yes, details need to provide in below format:
Details of contracts or arrangements or transactions not at Arm’s length basis: Nil
Si. Short Pin code Date of Amount Details of entity/ Authority/ beneficiary of the
No. particulars of of the creation of CSR registered owner Details of material contracts or arrangements or transactions on an arm’s length basis.
the property or property or amount
asset(s) asset(s) spent
S/N. Particulars Details
[including
(in K)
complete a) Name (s) of the related party & nature of relationship Grihum Housing Finance Limited (Formerly,
address and Poonawalla Housing Finance Limited) (‘GHFL’)
location of the (Ceased to be subsidiary w.e.f July 26, 2023)
property]
b) Nature of contracts/arrangements/transaction Inter-Corporate Loan Limits (‘ICL’) of H300 Crore was
1 2 3 4 5 6 7 8
c) Duration of the contracts/arrangements/transaction provided to GHFL on June 01, 2023, at an Interest
CSR Registration Name Registered Rate of SBI 3M MCLR + 0.25% per annum and GHFL
Number, if address d) Salient terms of the contracts or arrangements or has re-paid the same on June 17, 2023
applicable transaction including the value, if any,
1 OT 31.03.2024 62,17,137 e) Date of approval by the Board if any Board of Directors on July 27, 2022, and Shareholders
Equipment of the Company on September 12, 2022
(Laser System) 40, Sasson f) Amount paid as advances, if any, Not Applicable
Grant Medical
2 OT 411001 31.03.2024 29,82,863 CSR00004934 Road Pune –
Foundation
Equipment 411001
(Laser System)
3 Ventilators 26.10.2023 24,00,000
For and on behalf of the Board
4 Computers 11.01.2024 16,80,000
5 Interactive 25.12.2023 9,73,264 Zila Parishad Abhay Bhutada Sunil Samdani
Panel/ Smart Prashala,
TV + Web Managing Director Executive Director
Lamjana
Cam + OPS (413516) DIN: 03330542 DIN: 10301175
6 Inverter & 17.01.2024 3,90,200 Zila Parishad
Batteries Prashala, Pune Pune
413516, Borfal
7 CCTV 01.02.2024 2,53,340 April 29, 2024 April 29, 2024
413520, Creative (413520)
CSR00052513
8 Router 413607, 21.03.2024 38,190 Foundation Zila Parishad
9 Solar System 413521 27.02.2024 12,94,000 Prashala,
Kasar Sirsi
10 Water Filter 26.02.2024 7,20,000 (413607)
Plant Zila Parishad
11 Sanitary Pad 02.02.2024 6,000 Prashala,
Vending Madansuri
(413521)
12 Burning 02.02.2024 32,000
Machine
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per
section 135(5): Not Applicable
Abhay Bhutada Sunil Samdani

Managing Director and Chairman of the CSR Committee Executive Director
DIN: 03330542 DIN: 10301175
Pune Pune
April 29, 2024 April 29, 2024

Form No. MR-3 Annexure 3

Secretarial Audit Report
for the financial year ended March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Limited and BSE Limited as per SEBI (Listing
There are adequate systems and processes
Remuneration of Managerial Personnel) Rules, 2014] Obligations and Disclosure Requirements) in the Company commensurate with the size
Regulations, 2015, as amended. and operations of the Company to monitor and
To,
ensure compliance with applicable laws, rules,
The Members, During the period under review, the Company
regulations and guidelines.
Poonawalla Fincorp Limited has generally complied with the provisions of the
201 and 202, 2nd floor, AP81, Koregaon Park Annex, Act, Rules, Regulations, Guidelines, Standards, We further report that during the audit
Mundhwa, Pune, Maharashtra, India, 411036 etc. mentioned above. period, following major events have taken
place :
We further report that:
We have conducted the secretarial audit (a)
The Securities and Exchange Board of 1. On July 26, 2023, Grihum Housing Finance
of the compliance of applicable statutory India (Listing Obligations and Disclosure The Board of Directors of the Company is duly
Limited (GHFL) (Formerly known as
provisions and the adherence to good corporate Requirements) Regulation, 2015; constituted with proper balance of Executive
Poonawalla Housing Finance Limited),
practices by POONAWALLA FINCORP LIMITED Directors, Non-Executive Directors and
(b)
The Securities and Exchange Board of India erstwhile subsidiary of Poonawalla Fincorp
(CIN: L51504PN1978PLC209007) (hereinafter Independent Directors. The changes in the
(Substantial Acquisition of Shares and Takeovers) Limited had ceased to be a subsidiary of the
called the Company). Secretarial Audit was composition of the Board of Directors that took
Regulations, 2011; Company by divesting the entire stake in
conducted in a manner that provided us a reasonable place during the period under review were
GHFL to Perseus SG Pte. Ltd.
basis for evaluating the corporate conducts/statutory (c)
The Securities and Exchange Board of India carried out in compliance with the provisions of
compliances by the Company and expressing our (Prohibition of Insider Trading) Regulations, 2015; the Act and Listing Regulations. 2. Allotment of 66,03,070 Equity Shares of face
opinion thereon. value of H2/- each pursuant to exercise of
(d)
The Securities and Exchange Board of India Adequate notices are given to all directors to
stock options under the various schemes of
Based on our verification of the POONAWALLA (Issue of Capital and Disclosure Requirements) schedule the Board Meetings, agenda and
Employee Stock Options of the Company.
FINCORP LIMITED’s books, papers, minute books, Regulations, 2018; Not applicable to the detailed notes on agenda were sent at least
forms and returns filed and other records maintained Company during the Audit Period; seven days in advance, shorter notice consent 3. Issuance and allotment of 50,000 secured,
by the Company and also the information provided was taken wherever needed and a system exists redeemable, rated, listed, Non-Convertible
(e)
The Securities and Exchange Board of India for seeking and obtaining further information Debentures of face value of H1,00,000
by the Company, its officers, agents and authorized
(Share Based Employee Benefits and Sweat and clarifications on the agenda items before aggregating to H500 Crores through
representatives during the conduct of secretarial
Equity) Regulations, 2021; the meeting and for meaningful participation at private placement.
audit, We hereby report that in our opinion, the
Company has, during the audit period covering the (f)
The Securities and Exchange Board of India the meeting.
4.
Approved the introduction and
financial year ended on 31.03.2024 complied with (Issue and Listing of Non-Convertible Securities) None of the directors in any meeting dissented on implementation of the ‘Employee Stock
the statutory provisions listed hereunder and also Regulations, 2021; any resolution and hence there was no instance Option Plan-2024’ through the secondary
that the Company has proper Board-processes and of recording any dissenting member’s view in acquisition of shares of the Company by an
(g)
The Securities and Exchange Board of India
compliance mechanism in place to the extent, in the the minutes. Employee Welfare Trust.
(Registrars to an Issue and Share Transfer Agents)
manner and subject to the reporting made hereinafter:
Regulations, 1993 regarding the Companies Act
We have examined the books, papers, minute books, and dealing with client; Not applicable to the
forms and returns filed and other records maintained Company during the Audit Period;
by the Company for the financial year ended on For SIUT & Co LLP
(h)
The Securities and Exchange Board of India Company Secretaries
31.03.2024 according to the provisions of:
(Delisting of Equity Shares) Regulations, 2021; (Unique code: L2021MH011500)
(i) The Companies Act, 2013 (the Act) and the rules – Not applicable to the Company during the
made there under; Audit Period;
(ii) The Securities Contracts (Regulation) Act, 1956 (i)

The Securities and Exchange Board of India CS I U Thakur
(‘SCRA’) and the rules made thereunder; (Buyback of Securities) Regulations, 2018 – Partner
Not applicable to the Company during the FCS: 2298
(iii) The Depositories Act, 1996 and the Regulations
Audit Period; CP: 1402
and Bye-laws framed thereunder;
The Reserve Bank of India Act, 1934 and other Date: April 29, 2024 UDIN: F002298F000263372
(iv) The Foreign Exchange Management Act, 1999 Place: Pune Peer Review Certificate No.: 5460/2024
circulars/directions/guidelines issued by RBI to the
and the rules and regulations made thereunder
extent applicable.
to the extent of Foreign Direct Investment,
Overseas Direct Investment and External We have also examined compliance with the
Commercial Borrowings; applicable clauses of the following:
(v)
The following Regulations and Guidelines (i)
Secretarial Standards pursuant to Section 118
prescribed under the Securities and Exchange (10) of the Act issued by the Institute of Company
Board of India Act, 1992 (‘SEBI Act’) to the extent Secretaries of India (ICSI).
applicable:-
(ii)
The listing agreement entered into by the
Company with National Stock Exchange of India This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure 4
Details pertaining to remuneration as required under Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment And Remuneration of Managerial
Annexure Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016
To, (i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
The Members, during FY 2023-24, ratio of the remuneration of each Director to the median remuneration of the
Poonawalla Fincorp Limited employees of the Company for FY 2023-24 and the comparison of remuneration of each Key Managerial
201 and 202, 2nd floor, AP81, Koregaon Park Annex, Personnel (KMP) against the performance of the Company are as under:
Mundhwa, Pune, Maharashtra, India, 411036 Remuneration of
% increase in
Ratio of remuneration
Sl Director/KMP for of each Director/ KMP to
Name of Director/KMP Designation Remuneration in
No. FY 2023-24 median remuneration of
FY 2023-24***
Our report of even date is to be read along with this letter. (L in Crore)# employees
1 Adar Cyrus Poonawalla** Chairman, Non-Executive Director 0.06 20% 0.69
1.
Maintenance of secretarial records is the 4.
Wherever required, we have obtained the 2 Abhay Bhutada Managing Director 241.21 0% 57.54
3 Sunil Madhav Samdani1 Executive Director 2.48 Not Comparable 46.03
responsibility of the management of the Management representation about the 4 Amar Sudhakar Non-Executive Director 0.37 12% 4.26
Company. Our responsibility is to express an compliance of laws, rules and regulations and Deshpande**
5 Sajid Moorad Fazalbhoy** Non-Executive Director 0.09 47% 1.08
opinion on these secretarial records based on happening of events etc.
6 Bontha Prasada Rao* Non-Executive, Independent 0.66 358% 7.64
our audit. Director
5.
The compliance of the provisions of Corporate 7 Prabhakar Ramchandra Non-Executive, Independent 0.79 307% 9.09
2.
We have followed the audit practices and and other applicable laws, rules, regulations, Dalal* Director
processes as were appropriate to obtain standards is the responsibility of management. 8 Sanjay Kumar* Non-Executive, Independent 0.73 201% 8.45
Director
reasonable assurance about the correctness Our examination was limited to the verification of 9 Atul Kumar Gupta* Non-Executive, Independent 0.71 738% 8.19
of the contents of the secretarial records. The procedures on test basis. Director
10 Kemisha Soni*2 Non-Executive, Independent 0.09 Not Comparable 1.07
verification was done on test basis to ensure that
6.
The Secretarial Audit report is neither an Director
correct facts are reflected in secretarial records. 11 G Jaganmohan Rao**3 Non-Executive, Independent 0.15 Not Comparable 1.73
assurance as to the future viability of the
We believe that the processes and practices, Director
Company nor of the efficacy or effectiveness 12 Vijaylakshmi R Iyer**4 Non-Executive, Independent 0.16 Not Comparable 1.84
we followed provide a reasonable basis for Director
with which the management has conducted the
our opinion. 13 Sanjay Miranka Chief Financial Officer 11.03 9% 49.24
affairs of the Company. 14 Shabnum Zaman Company Secretary 1.45 11% 6.38
3.
We have not verified the correctness and
* The remuneration includes sitting fees and commission.
appropriateness of financial records and Books ** The remuneration includes sitting fees only.
of Accounts of the Company. *** % increase over FY2023 is derived excluding perquisite value of stock options exercised, if any.
# Remuneration includes Fixed Pay + Variable Pay paid during the year + perquisite value as calculated under the Income Tax
Act, 1961.
1 Appointed as the Executive Director w.e.f. October 20, 2023.
2 Appointed as an Independent Director w.e.f. January 30, 2024.
For SIUT & Co LLP 3 Resigned as an Independent Director w.e.f. August 26, 2023.
4 Ceased to be an Independent Director upon completion of her tenure w.e.f. January 30, 2024.
Company Secretaries
Note: All amounts are rounded off.
(Unique code: L2021MH011500)
Note:
(i) For independent directors, remuneration is based on actuals and for others the remuneration has
CS I U Thakur been taken based on annual remuneration, for calculating the ‘% increase in Remuneration’ & ‘Variance with
Partner median remuneration’.
FCS: 2298 ii) The median remuneration of employees of the Company during the financial year was H0.09 Crore.
CP: 1402
iii) In the financial year, there was an increase of 11% in the median remuneration of employees.
Date: April 29, 2024 UDIN: F002298F000263372
Place: Pune Peer Review Certificate No.: 5460/2024 iv) There were 2,384 permanent employees on the rolls of Company as on March 31, 2024.
v) Average percentage increase made in the salaries of employees other than the managerial personnel
in the last financial year i.e. 2023-24 was 11% whereas the increase in the managerial remuneration for the
same financial year was 128.67%.
vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key
Managerial Personnel and other employees.
For and on behalf of the Board,

Managing Director Executive Director
DIN: 03330542 DIN: 10301175
Pune Pune
April 29, 2024 April 29, 2024

Management Discussion and Analysis
ECONOMIC OVERVIEW term investments and spending. The government’s and fostering vertical markets, India is expected to
approach included focusing on onshoring and elevate its participation in global value chains.
Global economy friend-shoring production, leveraging AI to maintain
The infusion of foreign direct investment (FDI),
In CY 2023, the global economy displayed remarkable deceleration is expected to be a normalisation rather competitiveness in digital services, and surpassing
combined with the expansion of digital infrastructure,
resilience and adaptability amidst challenges of than a downturn, with overall growth hovering around non-fossil fuel power generation targets.
provides a fertile ground for leading global tech and
slowing growth and an increasingly divergent 4% in the next two years, aligning closely with the pre-
Outlook e-commerce companies to penetrate the Indian
economic environment. A notable recovery in the pandemic five-year average.
market. This is projected to revolutionise the consumer
US economy, coupled with the robustness of major The RBI heralds a promising trajectory for India’s
Growth in Developing Asian economies is projected retail landscape in the next decade. With ongoing
emerging markets, had a part to play in this bounce- GDP growth, expected to surpass the 7% mark. The
to accelerate. At the same time, an upturn in growth reforms in key areas like healthcare, energy security,
back. gradual convergence of inflation to target levels
is forecasted for regions such as the Middle East, micro, small and medium enterprises (MSMEs), India
by 2025 is anticipated to facilitate the adoption of
The faster-than-anticipated decline in inflation - to North Africa and Sub-Saharan Africa, adding a layer is steadfast on its path to sustained economic growth
more accommodating monetary policies. A focus
6.8% over the year - contributed to an optimistic of positive expectations to the global outlook. The within the broader economic panorama.
on infrastructure, championed by public policies,
economic outlook. This decrease was facilitated by evolving global dynamics underscore the need for
is set to stimulate gross fixed capital formation.
the easing of supply-side constraints, strict monetary vigilance and adaptability in navigating economic Real GDP (seasonally adjusted, level values)
Moreover, an increase in rural demand, encouraged
policies, stable crude oil prices and moderating recovery in 2024 and beyond. Scenario 1: Optimistic Scenario 2: Pessimistic
by government initiatives such as the Pradhan Mantri INR billion
commodity prices. Global inflation is forecast to
Garib Kalyan Anna Yojana (PMGKAY), is expected to 52,000
decline steadily, from 6.8% in CY 2023 to 5.9% in CY Forecast
boost consumption.
2024 and 4.5% in CY 2025.
Decisive monetary policy actions, as well 46,000
Within these optimistic economic conditions, the
Alongside this, the year was also marked by as improved monetary policy frameworks,
rapid digitalisation of financial services will play a role
significant policy shifts and tighter money supply. especially in emerging market economies,
in enhancing financial inclusion by extending credit 40,000
Interest rates also saw an upward trajectory - a have helped anchor inflation expectations.
facilities to unbanked segments of the economy -
response aimed at tempering inflation. Economies
Source: World Economic Outlook Update, April 2024, IMF thereby supporting the manufacturing sector which
worldwide demonstrated commendable flexibility, 34,000
is pivotal in building dynamic ecosystems. This
navigating through the complexities of more
facilitates job creation and income enhancement,
assertive regulations, environmental concerns,
7.6% to 7.8% 6.4% to 6.7% 6.6% to 6.9%
Indian economy opening up avenues for consumption and 28,000
Q1Q2Q3Q4 Q1Q2Q3Q4 Q1Q2Q3Q4 Q1Q2Q3Q4 Q1Q2Q3Q4 Q1Q2Q3Q4 Q1Q2Q3Q4
and geopolitical tensions. These factors catalysed
Against a challenging global backdrop, India infrastructure investment. By refining policy reforms FY20 FY21 FY22 FY23 FY24 FY25 FY26
transformations across industries, encouraging a Source: CMIE, Deloitte research
distinguishes itself as one of the fastest growing major
re-evaluation of traditional business practices and
economies - driven by robust domestic consumption,
fostering innovation.
favourable demographics, and increasing disposable
The advent and embracing of digitisation - with rapid incomes. The government’s strategic reforms, hefty Contribution of growth drivers to GDP growth
advancements in AI, digital finance, and sustainable investments in infrastructure - both physical and (%)
solutions - reshaped how businesses operate and digital - and initiatives such as ‘Make in India’ and the
6.8 6.5 21.6
deliver value to customers. The digitisation of Production-Linked Incentive (PLI) scheme have been 8.0 8.3
money and the rise of embedded finance emerged, pivotal in enhancing the country’s growth, resilience,
3.9 13.1
enhancing the efficiency and accessibility of financial and self-reliance. 9.1
-5.8
services. Financial institutions and businesses across
The Indian economy has grown faster than 5.2
the board took steps to reassess and refine their 4.0 6.2 6.1 7.8 7.6
anticipated, at a rate of 8.2%, in FY 2023-24. This
strategies, focusing on resilience and sustainability. 4.5
growth was marked by a broad-based recovery of
Outlook industrial sectors, especially manufacturing. The
financial services sector in India has also acted FY16 FY17 FY18 FY19 FY20 FY21 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24
According to the International Monetary Fund (IMF),
as a catalyst for economic momentum. As a vital
global growth is estimated at 3.2% in CY 2023 and is Prepandemic growth Postpandemic growth
enabler of capital flow and investment, this sector
projected to continue at the same pace in CY 2024 and
has witnessed innovation and growth, particularly
CY 2025. Such projections indicate steadying of the Private consumption Net Exports Government expenditure Capital formation
in fintech, digital banking, and inclusive finance.
global economy, with monetary policies beginning to
With the RBI’s supportive regulatory framework and Source: Centre for Monitoring Indian Economy
find a new equilibrium.
initiatives aimed at promoting financial inclusion Notes: The graph illustrates the contributions to India’s GDP growth from various drivers, contrasting pre-pandemic and post-
The optimism largely stems from improved growth and literacy, the financial services sector showed pandemic periods. Pre-pandemic growth (FY16-FY21) was predominantly fuelled by private consumption and capital formation,
with growth rates exceeding 6% until FY19. However, the onset of the pandemic led to a sharp contraction in FY21, marked by a
prospects in mature economies, such as the United sustained growth.
-5.8% decline driven by negative net exports and reduced private consumption. Post-pandemic, the economy rebounded strongly
States and across parts of Eastern Europe. The U.S., in Q1 FY22 with a 21.6% growth, given a surge in private consumption and capital formation. Although growth rates moderated
Although retail inflation came down to 4.85% by the
in particular, has seen its growth forecast for CY in subsequent quarters, they remained positive, showcasing a balanced contribution from private consumption, capital formation,
end of FY 2023-24 and remained within the RBI’s and government consumption while signalling a resilient and diversified economic recovery by Q2 FY24.
2024 adjusted to 2.7% and 1.9% for CY 2025. On the
tolerance band of +/-2 percentage points, it remained
front of Emerging and Developing Economies, the
above the long-term target of 4%. This facilitated a
outlook remains steady, albeit with a slight slowdown
stable interest rate environment conducive to long-
anticipated in countries like China. However, this

INDUSTRY OVERVIEW Share of retail credit in total NBFC credit to

12.5%
anticipates a growth of 33-35% in FY 2024-25. This
continue to grow trend highlights a shift in consumer demand and a
Non-banking financial company (NBFC) GROWTH IN THE rise in used passenger vehicles.
industry overview (%) INDIAN AUTOMOBILE INDUSTRY
As of 2023, about 75% of people in Tier 2 and 3
According to ICRA, the size of the NBFC industry is
Pre-owned car loan market cities are opting for the convenience of car financing;
estimated to be around ₹46 Trillion of which, the 53 55 56
50 in Metros & Tier 1 cities it is 60% (source: ET). An
Retail NBFC sector (including HFC) contributes 55% Growth in India’s pre-owned car financing market
increasing number of young individuals are going for
- which is around ₹25.3 Trillion as of FY 2023-24. The is driven by increased demand for used vehicles,
car loans. This growth can be attributed to the rise in
industry is driven by digital innovation and a focus better financing options, and the involvement of both
the number of used-car dealers in non-metro regions
on underserved markets and has become a linchpin organised and unorganised players.
and the increased accessibility of digital platforms for
in the financial ecosystem - complementing the
Increasing share of used vehicles (%) purchasing pre-owned vehicles. Various factors are
traditional banking system by channelling essential
driving this expansion, such as increasing disposable
funds into diverse sectors.
FY 18 FY 23 FY24E* FY25P*
incomes, an emerging middle class, the growing
The NBFC industry grew at 14-16%, while the Retail demand for personal vehicles, and the availability of
NBFC sector including HFC sector grew at 18-20% Source: ICRA convenient financing alternatives.
*E represents estimated. P represents projected. 32 33 36 39 40
in FY 2023-24. Particularly noteworthy was the
pronounced increase in credit appetite from the MSME
Micro, Small, and Medium Enterprises (MSME) sector. OVERVIEW OF UNDERLYING SEGMENTS The MSME sector contributes about 30% to the
According to the MSME Pulse Report (February 68 67 64 61 60 GDP, making up 43.6% of merchandise exports, and
Automobile
2024), economic expansion has catalysed a surge in generating nearly 123 million jobs. The sector has
The Indian automobile industry achieved impressive
the need for commercial financing. FY17 FY19 FY21 FY23 FY25P seen a 33% increase in loan demand in FY 2023-24.
results in FY 2023-24, with domestic growth reaching
At the same time, delinquencies are decreasing, with
Further shaping the landscape in 2023 was a regulatory 12.5%, totalling 2,38,53,463 units sold compared New Vehicle Used Vehicle non-performing assets improving across all types of
adjustment concerning the exposures of Scheduled to 2,12,04,846 units the previous year, as reported
According to ICRA, the finance penetration of the lenders and MSME borrowers, according to Deloitte.
Commercial Banks (SCBs) to NBFCs. The RBI announced by the Society of Indian Automobile Manufacturers
pre-owned car market across India is projected to
an increase in risk weights on SCB exposures to NBFCs (SIAM). The passenger vehicle (PV) segment saw an The Government’s targeted initiatives aimed at
reach 25-35% by FY 2024-25. This is driven by the
by 25 percentage points, over and above the risk weight encouraging rise of over 8% in wholesales. The two- enhancing the competitiveness and sustainability
anticipated growth in the PV market. In FY 2023-24,
associated with the given external rating, in all cases wheeler segment performed exceptionally well, of MSMEs have further boosted the sector’s growth.
the NBFC AUM for new PV segment grew by 17% to
where the extant risk weight as per external rating of with a 13% growth, reaching 1,79,74,365 units from With a notable share in the country’s export earnings,
₹1.33 Trillion. Further, it is projected to grow by 15-
NBFCs is below 100%. The industry dynamics, marked 1,58,62,771 units in the FY 2022-23. The three- the MSME sector is vital in enhancing India’s global
17% in FY 2024-25. At the same time, the NBFC AUM
by innovative financing and regulatory enhancements, wheeler segment experienced outstanding progress, trade footprint.
for used PV segment grew by 36% to ₹0.7 Trillion and
position NBFCs as a key catalyst for India’s economic with domestic sales soaring by 41.5% to 6,91,749
growth and financial inclusion. units compared to 4,88,768 units the previous year. Originations by Lenders across MSME Segment (%)
The commercial vehicle segment, however, grew
Outlook Small Medium
modestly at 0.6%.
6 8 8 6 5 6 7 6
ICRA has adjusted its growth outlook for Retail NBFCs
The rebound in the automobile sector was fuelled 8
Originaton by value
- including Housing Finance Companies (HFCs) - 8 14 14
14 17 20 16
by the growing middle-class income and a young
forecasting a 16-18% increase from ₹25.3 Trillion
population that is increasingly embracing digital credit 49 50
in FY 2023-24 to ₹29.4 Trillion in FY 2024-25. This 53 49 55 52
for automobile purchases. Government initiatives, 51 54
optimistic outlook is driven by robust growth across
including the ‘Make in India’ initiative and the Vehicle
key areas. Asset quality is generally stable across most
Scrappage Policy aimed at phasing out older, more 37 25 26 23
37
25 27
NBFCs, though unsecured and microfinance segments 24
polluting vehicles, are driving the industry forward.
require vigilant monitoring for risks. The balance Sep 20 Sep 21 Sep 22 Sep 23 Sep 20 Sep 21 Sep 22 Sep 23
sheets are expected to show the effects of these The Indian Automobile market has a forecasted
PSB Private NBFC Others
trends, with increased regulatory compliance and risk CAGR of 8.10% during the period leading up to 2027,
management strengthening financial resilience. according to Mordor Intelligence. At the same time, All MSME fund-based (WC-TL) Originations considered Small: Exposure Source: TransUnion CIBIL commercial credit database
the Indian used car market is projected to grow from between H 1 cr and H 10 crs; Medium: Exposure between H 10 crs and H 50 crs
The unsecured loan segment, including personal,
$31.62 Billion in 2024 to $63.87 Billion by 2029, with
consumption, small enterprise loans, and
a CAGR of 15.10% during the forecast period (2024- Loan against properties (LAP), and small & rural markets, expanding their borrower base by
microfinance, is anticipated to see an expansion
2029). This surge is driven by factors like a higher medium enterprises (SME) loans attracting new-to-credit customers as well as those
of 20% in FY 2024-25, growing to ₹7.8 Trillion as
preference for personal mobility post-pandemic, long According to ICRA, the AUM in the NBFC-LAP and transitioning from microfinance and gold loans.
compared to ₹6.5 Trillion in FY 2023-24. Meanwhile,
waiting periods for new cars due to chip shortages, SME segments stood at ₹3.4 Trillion as of Q2 FY24,
the secured segment, which includes vehicle finance, ICRA estimates a healthy AUM growth of 27-29%
and attractive financing offers. Non-metro cities are reflecting a 15% expansion in H1 FY24 following
gold loans, and secured business loans, is expected in FY 2023-24, before moderating to 18-20% in
predicted to contribute 70% of total used car sales by a strong performance in FY 2022-23. This growth
to experience a growth of 16% increasing to ₹13.8 FY 2024-25. Concurrently, the gross stage 3 assets
FY 2024-25, highlighting the growing demand across highlights the continued strong credit demand in
Trillion in FY 2024-25, as compared to ₹11.9 Trillion have shown a steady decline, dropping from 5.1% in
the country. these segments. NBFCs have successfully penetrated
the previous year. FY 2020-21 to 2.8% in Q2 FY24, aided by effective

resolution and recovery of delinquent assets, credit Disbursements and loan assets During the year under review, the long-term ratings diversified product approach in retail segment and
losses, and the write-off of pandemic-related Total disbursements for FY 2023-24 grew 111% YoY assigned to various debt instruments and bank a strong senior management team. CRISIL also
delinquencies, particularly in unsecured SME loans. to ₹33,289 Crore from ₹15,751 Crore in FY 2022- facilities of the Company were upgraded to ‘AAA; upgraded the long-term rating assigned to debt
This trend indicates improving asset quality and a 23. Direct Digital Programme (DDP) continued a Stable’ by CARE Ratings based on strong parentage, instruments and bank facilities to ‘AAA/Stable’.
positive outlook for the segment. healthy trajectory, contributing 81% of the total low leverage, improved asset quality, focused and
disbursements in Q4 FY24 compared to 80% in Q3
Personal loan Financial highlights
FY24, 81% in Q2 FY24, 86% in Q1 FY24 and 81% in (₹ in Crore)
The personal-consumption loans segment is valued Q4 FY23. Particulars FY 2023-24 FY 2022-23
at ₹3.3 Trillion in FY 2023-24 with growth to ₹3.9
The loan assets grew 55% YoY to ₹25,003 Crore as on Total Income 3,151.82 2,010.03
Trillion projected in FY 2024-25, according to ICRA.
March 31, 2024, from ₹16,143 Crore as on March 31, Finance cost 955.10 595.28
The increase is going to be driven by a healthy growth
2023. The loan assets are well diversified with MSME Net income 2,196.72 1,414.75
momentum in banks supported by their high base.
Parallelly, NBFCs would also continue to display Lending constituting 37%, pre-owned car finance Operating expenses 807.36 803.05
aggressive growth in their personal loan book. constituting 15%, personal and consumer loans and Pre-provisioning operating profit 1,389.36 611.70
loan against property constituting 23% and 16% Net loss on derecognition of financial instruments - 10.87
Small ticket personal loan respectively. The growth in our loan assets is above Impairment on financial instruments 72.02 (144.53)
In FY 2017-18, fintech companies were responsible our stated guidance of 35-40% growth. Profit before exceptional item and tax 1,317.34 745.36
for half of the small ticket personal loan volumes Exceptional items 1,221.20 21.21
Asset quality
disbursed with a ticket size below ₹1,00,000. Their Profit before tax 2,538.54 766.57
dominance in this category has increased according The Gross Stage 3 Assets ratio improved by 28 bps Profit after tax 2,055.96 584.94
to the Business Standard. The small ticket personal during the year to 1.16% as on March 31, 2024, as Other comprehensive income 0.83 1.36
loan portfolio size has reached an impressive ₹81,000 compared to 1.44% as on March 31, 2023. Similarly,
Total comprehensive income 2,056.79 586.30
Crore by the end of September 2023. Among the the Net Stage 3 Assets ratio improved by 19 bps to
key players in the market, NBFCs currently hold the 0.59% as on March 31, 2024, as compared to 0.78% as Details of key financial ratios on standalone basis
largest market share at 34%, closely followed by on March 31, 2023.
Ratios FY 2023-24 FY 2022-23
fintech companies with a 33% share.
Liquidity Operating expenses to Net Income 36.8% 56.8%
STANDALONE FINANCIAL PERFORMANCE WITH We maintained a strong liquidity position Return on average assets (ROA)* 5.2% 4.2%
RESPECT TO OPERATIONAL PERFORMANCE throughout the year. Liquidity is composed of cash/ Return on average equity (ROE)* 13.4% 9.3%
cash equivalents, available bank lines and stock of Capital to risk-weightage asset ratio (CRAR) 33.80% 38.91%
Profitability of which, Tier I 32.28% 37.69%
unencumbered assets. We ended the year under
The Company delivered a robust performance in review with standalone liquidity of around ₹3,932 of which, Tier II 1.52% 1.22%
FY 2023-24. During FY 2023-2024, the total income Crore comprising available cash and cash equivalent, *Excluding Exceptional Items
(before interest expenses and including fee and other unutilised credit limits and partially undrawn
income) stood at ₹3,152 Crore, registering a strong term loans. Ratios FY 2023-24 FY 2022-23
growth of 57% YoY. Net Interest Margin increased by
Gross NPA 1.16% 1.44%
51 bps to reach 11.2% for FY 2023-24. During the year, the Company has borrowed secured
term loans of ₹4,075 Crore from banks and financial Net NPA 0.59% 0.78%
Operating expenses grew by 0.5% YoY to ₹807 Crore institutions for an average tenor of 3 to 5 years. Debt equity ratio 1.86 1.73
in FY 2023-24 from ₹803 Crore in FY 2022-23. The Besides public sector banks/financial institutions, Provisioning coverage ratio (PCR) 49.39% 46.19%
Cost to Net Income Ratio improved by 2000 bps incremental credit lines were received from private EPS - Basic (₹) 26.75 7.64
to 36.8% for FY 2023-24 as compared to 56.8% for banks to diversify the borrowing base. The Company Diluted (₹) 26.43 7.57
FY 2022-23. Pre-provision operating profit grew by also raised commercial paper aggregating to ₹9,750 EPS - Basic (₹)* 13.37 7.33
127% to ₹1,389 Crore as compared to ₹612 Crore Crore and ₹500 Crore of secured non-convertible Diluted (₹)* 13.21 7.26
in FY 2022-23. Provisions for the year FY 2023-24 debentures were raised during the year through
remained at ₹72 Crore as compared to negative ₹134 *Excluding Exceptional Items
private placement basis.
Crore in FY 2022-23.
By way of contingency funding, the Company Details of any change in Return on Net Worth • Shift of AUM from discontinued and legacy
Profit after Tax (excluding exceptional items) for maintained a stock of highly liquid investments, as compared to the immediately previous products to personal & consumer and MSME
FY 2023-24 grew by 83% to ₹1,027 Crore as compared undrawn bank lines and a buffer of unencumbered financial year along with a detailed explanation segment resulted in higher yield. Also, while
to ₹561 Crore for FY 2022-23 and Profit after Tax assets. This was overlaid by continuous discussions thereof: navigating a challenging monetary environment,
(including exceptional items) grew by 251% to ₹2,056 with market participants and bankers for the Company has been able to control its cost
At a standalone level, Return on Assets (ROA)
Crore as compared to ₹585 Crore for FY 2022-23. enhancements and fresh facilities thereby of borrowing through rating upgrades, dynamic
excluding exceptional items increased from 4.24% in
The Return on Assets (%) excluding exceptional items maintaining robust funding pipelines. Pool sales liability management and strong relationships with
FY 2022-23 to 5.24% in FY 2023-24 and Return on
for FY 2023-24 grew by 100 bps YoY to 5.24% as through assignments and securitisation remain lenders, which has resulted in expansion of Net
Equity (ROE) excluding exceptional items increased
compared to 4.24% in FY 2022-23. other options of raising funds if traditional markets Interest Margin (NIM).
from 9.3% in FY 2022-23 to 13.4% in FY 2023-24.
dry up. Following are the key contributors for the increase:

• Strategic consolidation of branches towards a digital Pre-owned cars finance (POC) 2. Technology and innovation: Our commitment to Exemplary capital management
first model, leveraging technology to automate core employing state-of-the-art technologies enables Our approach to capital management has been a
Under the secured portion, the POC segment saw an
operations and a focus on productivity has resulted a fully digital lending process, incorporating highlight of the year, with a Capital to Risk (Weighted)
17% annual growth in disbursement (₹2,417 Crore vs
in consistent decline in operating expenses (opex). e-Sign, e-NACH, e-KYC, and more. We leverage Assets Ratio (CRAR) of 33.8%, well above the
₹2,071 Crore). Total Assets Under Management (AUM)
As a result, the opex to net income ratio reduced by Business Rules Engine (BRE) and algorithm- regulatory mandate of 15%. Through an optimised
for POC increased by 61% to ₹3,647 Crore as on March
2000 bps to 36.8% and opex to AUM decreased by based lending approaches, enhanced by data funding mix and diversified sources, we have
31, 2024, from ₹2,266 Crore as of March 31, 2023.
195 bps to 4.12% in the financial year. analytics powered by AI and ML, to streamline effectively maintained a minimal level of capital cost.
Personal and consumer loans operations and decision-making. Recognition of our financial stability is reflected in the
• Our unique choice of rejection model to choose
from existing to bureau, prime and super prime Personal and Consumer loan disbursement grew by 3.
Differentiated product proposition: Our upgraded ratings by CARE to ‘AAA (Stable)’ from ‘AA+
customers, diversified product suite, effective risk ~2.4x to ₹14,526 Crore in FY 2023-24 from ₹6,063 innovative approach to lending includes offering (Stable)’ and by CRISIL to ‘CRISIL AAA (Stable)’ from
management & robust collection mechanism has Crore in FY 2022-23. Total AUM increased by ~2.3x loans without prepayment or hidden charges. We ‘CRISIL AA+ (Stable)’.
resulted in lower credit cost. to ₹5,855 Crore as on 31st March 2024 from ₹2,578 prioritise minimal documentation, lower interest
Brand strength and leadership excellence
Crore as on March 31, 2023. This segment constituted rates, and flexible tenures, continually diversifying
23% of the overall Loan Assets as on March 31, 2024, our product suite to meet evolving customer As the premier financial arm of the Cyrus Poonawalla
BUSINESS REVIEW
as compared to 16% as on March 31, 2023. needs with innovative financial solutions. Group, we continued to build on our shared brand
At Poonawalla Fincorp Limited, we have enhanced identity, values, and business expertise in FY 2023-24.
our digital footprint and expanded product offerings MSME loans 4.
Strong leadership and management: Our organisation’s strategic and professional growth
as part of our strategy for sustainable growth. A key Poonawalla Fincorp benefits from the support is attributed to our seasoned leadership team, which
MSME lending portfolio comprised secured and
highlight of this period is the successful launch and and visionary leadership of the Cyrus Poonawalla exemplifies our core values and maintains rigorous
unsecured Business Loans (BL), Loan to Professionals
scaling up of the Company’s mobile application – Group. Our management team’s entrepreneurial policy control.
(LTP) and Supply Chain Finance (SCF). The
which marks a step forward in shaping the financial spirit and strength are instrumental in driving our
disbursement from these products grew by ~2.63x
landscape. This advancement is particularly strategic objectives. Direct and digital-led distribution model
to ₹13,145 Crore in FY 2023-24 from ₹4,989 Crore in
noteworthy for its role in facilitating instant personal Our innovative and direct distribution model
FY 2022-23. 5.
Targeting prime customer segment: Our
loans, thereby improving customer access to leverages in-house channels such as branches, call
strategy focuses on attracting Prime and Super
financial services. Total AUM for MSME loans increased by 76% to ₹9,260 centres, social media, and other digital platforms for
Prime Customers, steering clear of new-to-credit
Crore as on March 31, 2024, from ₹5,257 Crore as on customer acquisition. This approach has expedited
We are broadening our financial offerings by launching customer lending. This focus, supported by our
March 31, 2023. MSME loans constituted 37% of the the customer acquisition process and contributed to
innovative products, including a co-branded credit low cost of borrowing, is crucial for maintaining
overall loan assets as on March 31, 2024, as compared the improvement of asset quality. Our commitment to
card with IndusInd Bank and an EMI card. These superior asset quality and positioning us
to 33% as on March 31, 2023. digital adoption has fostered numerous partnerships
additions aim to deepen customer engagement by competitively in the market.
offering conveniences like zero joining fees and the and alliances, reinforcing our leadership in digital
Loan against property (LAP) 6. Industry-leading TAT: Leveraging advanced
flexibility to convert purchases into manageable financing solutions in FY 2023-24.
LAP saw consistent growth during the year. LAP closed technology and AI, we aim to maintain the
instalments. They enhance the accessibility and
a figure of ₹2,685 Crore of disbursement for FY 2023- industry’s fastest Turn-Around Time (TAT) Weaknesses
convenience of financial solutions in line with the
24 as compared to ₹1,673 Crore for FY 2022-23. As for loan disbursements. This efficiency is Reflecting on FY 2023-24’s experiences, it becomes
requirements of modern consumers.
opposed to traditional LAP lending, which struggles aimed at providing swift financial solutions apparent that the scope for enhancing our focus
In addition to these developments, our operational with manual workflows, digital adoption has helped to our customers, enhancing their experience on the continuous monitoring and performance
efficiency and digital transformation efforts have us to scale this segment successfully. and satisfaction. evaluation of new offerings is significant. The need
yielded remarkable results. With the completion of for a more rigorous and holistic approach to the
Total AUM for LAP increased by ~2.25x to ₹4,072 SWOT ANALYSIS
phase-II of our digital transformation, Poonawalla introduction and oversight of new products has been
Crore as on March 31, 2024, as compared to ₹1,811
Fincorp has enhanced customer service capabilities identified as a crucial area for improvement.
Crore as on March 31, 2023. Strengths
through the use of WhatsApp as a customer
engagement and service channel – handling over This segment constituted 16% of the overall loan Digital innovation and technology integration Opportunities
70% of customer service requests. assets as on March 31, 2024, as compared to 11% as In FY 2023-24, our institution championed a digital- Demographic momentum and digital finance
on March 31, 2023 first strategy, leveraging state-of-the-art technology to
Our strategic focus remains on the core segments adoption
of consumer and MSME lending, and prime bureau establish a digital end-to-end process. Our advanced
Focus areas for FY 2024-25 India continues to stand out as one of the world’s rapidly
tested customers while providing optimum pricing, backend infrastructure is adept at managing high
1.
Non-conventional and branch-lite model: expanding economies, showcasing a robust increase
quick turnaround times, and superior customer volumes of transactions with speed, setting us apart
Poonawalla Fincorp continues to pioneer a in credit consumption and a growing awareness of
service. We have also furthered the principles of in the industry. This seamless integration of digital
distinctive digital-led and branch-lite model, digital finance solutions. The demographic landscape
ESG into our business processes and constituted a processes has been instrumental in significantly
setting us apart from traditional financial models. is evolving, with the younger population and mid-
ESG committee to provide oversight. As Poonawalla reducing Turn-Around Time (TAT), transitioning to
This strategy reduces operating expenses while aged individuals becoming increasingly tech-
Fincorp advances towards Vision 2025, we are digital and minimal paperwork, and enhancing
boosting operational efficiency. Our investments savvy, demonstrating a greater openness towards
well-positioned to capitalise on the opportunities customer experience and value.
span all platforms, including web, app, and app- utilising credit services. This shift presents a unique
presented by India’s robust economic growth and the opportunity for us to broaden our reach and cater to
less interfaces like WhatsApp, ensuring digital
increasing demand for credit across consumer and this digitally inclined customer base in FY2025.
accessibility for our customers.
MSME segments.

Expanding into the booming consumer and MSME uncertainties are likely to influence commodity prices i) Credit risk are aimed at further enhancing portfolio quality
finance markets adversely, leading to further inflationary pressures and and minimising potential losses, ensuring our
Our institution has established a sophisticated
The sectors of consumer and MSME financing are upward adjustments in interest rates. This complex institution’s resilience and financial stability.
approach to managing credit risk, ensuring that
experiencing rapid growth, highlighting a significant geopolitical environment necessitates vigilance and
every loan sanction and booking is governed by ii) Operational risk
opportunity for our institution to meet the diverse adaptability to mitigate the associated risks.
an independent approval process. This process
financial needs of these segments. With the demand In FY 2023-24, our Operational Risk (OR) team
RISK MANAGEMENT is guided by nuanced product policies, stringent
for financing solutions such as pre-owned car loans, played a crucial role in identifying, assessing,
customer selection criteria, precise credit
digital personal loans, loans against property, and The company has established a robust Integrated Risk monitoring, and mitigating risks throughout
acceptance standards, and a thorough credit
business loans on the rise, FY2025 offers a prime Management (IRM) policy, endorsed by the Board the organisation. Through Risk and Control
underwriting framework. Through this approach,
opportunity for further diversification and growth in and subject to regular review, to oversee and manage Self-Assessment (RCSA) exercises, Internal
we are able to conduct a comprehensive
these key areas. the spectrum of risks inherent in our operations. Finance Control (IFC) testing, KRI monitoring,
assessment of each customer, taking into
This framework encompasses a wide range of risk and the implementation of action plans to
account both financial and non-financial metrics
Embracing the new era of digital lending categories, including but not limited to credit risk, address process gaps, we have strengthened our
to ensure a balanced evaluation.
In keeping with the fast-paced evolution of technology operational risk, market risk, liquidity risk, compliance operational risk management.
and innovative financial solutions, the forthcoming risk, reputational risk, financial risk, and people Management of the risk The OR team supports senior management in
year promises to be pivotal. Our commitment to risk. Central to our approach is the identification,
Credit policy framework risk oversight by providing quarterly operational
forming partnerships with fintech companies and measurement, mitigation and reporting of risks,
risk updates to the Operational Risk Management
embracing the latest technological advancements supported by continuous monitoring of Key Risk All credit policies within our organisation are
Committee (ORMC) and the Risk Management
will be instrumental in maintaining our competitive Indicators (KRIs) to ensure organisational objectives documented and receive formal approval
Committee (RMC).
edge. The continuous exploration and integration are met across all business units. from the Risk Management Committee of the
of new-age digital lending solutions will be crucial Board. To remain responsive to evolving macro- Management of the risk
The implementation of our IRM framework is
for staying at the forefront of the dynamic financial economic conditions, industry trends, segment-
spearheaded by our Senior Management team, Operational Risk Management Policy
services landscape in FY 2024-25. specific dynamics, and insights from credit
reflecting our commitment to embedding risk
bureau data, alongside our own internal portfolio
We have instituted a well-documented
management practices deeply within our corporate
Threats performance, these policies are subject to regular Operational Risk Management Policy that serves
ethos. Our risk management strategy is built upon
review and updates. as the encapsulation of our approach, providing
Adjusting to stricter monetary policies five foundational principles:
clear guidelines and procedures for identifying,
Amidst prevailing global economic uncertainties, 1. Objectively constructed Risk Appetite Statement Credit Risk Management Policy assessing, and mitigating operational risks.
inflation had escalated beyond customary levels. covering all key aspects of a lending business;
We have developed a detailed Credit Risk
While initial forecasts by economists leaned towards Management Policy that articulates the various Governance structure
a 25 basis points hike in the repo rate from an initial 2.
Independent governance and risk
facets of credit risk and outlines our management
A robust governance structure guides our
6.5% at the beginning of Q1 FY24, the Reserve management oversight;
framework. The policy encompasses exposure operational risk management efforts, defining
Bank of India opted for maintaining the status quo. 3. Establishment of forward-looking strategic risk norms, identifies sensitive sectors, sets roles, responsibilities, and accountability across
The global scenario is still uncertain with elevated assessment with pre-emptive credit and liquidity portfolio guardrails, and details regulatory the organisation to ensure effective oversight
inflation. This has led to US Fed adopting a policy of interventions, to ensure proactive early action in restrictions on loans and advances, among other and implementation of risk mitigation strategies.
elevated rates for a much longer period. Any possible the event of emerging market adversity; critical parameters.
impact and adjustments in our monetary policy Identification and monitoring tools
could lead to elevated borrowing costs for longer and 4.
Maintenance of well-documented risk policies Credit approval and administration
Our use of sophisticated identification and
potentially decelerate the pace of credit expansion in with performance guardrails; and
Our credit approval and administrative processes monitoring tools, including Risk and Control
the short term. 5. Extensive use of risk and business analytics, and leverage a Credit Rule Engine, combined with Self-Assessment (RCSA) and Key Risk Indicators
credit bureau as an integral part of decision- the expertise of seasoned credit appraisal (KRIs), facilitates ongoing vigilance and proactive
Navigating through intensified market competition
making process. professionals, and an effective delegation of management of potential risks.
The NBFC sector is witnessing the entrance of credit authority. This approach ensures judicious
numerous fin-techs and startups, characterised by The leadership of our Risk Management Department Reporting and communication
management of credit approvals.
their capacity for innovation and rapid scalability. is entrusted to the Chief Risk Officer (CRO), who

Standardised reporting templates and a
This transition from traditional banking to NBFCs and plays a pivotal role in guiding the organisation’s risk Portfolio quality monitoring structured reporting frequency ensure consistent
alternative lending platforms is creating opportunities management policies and practices. The CRO is

The enhancement of portfolio quality is an communication of operational risk information.
for new market entrants to capture significant market charged with the oversight of all risk dimensions–
ongoing endeavour. We employ continuous This framework supports transparency and
share, thereby intensifying the competitive landscape. including credit, operational, market, liquidity,
monitoring of our loan portfolio using a variety facilitates informed decision-making at all levels
reputational, compliance, financial and people risks–
of indicators to promptly identify any early of the organization.
Geopolitical instabilities and economic impact across all businesses, products, and processes. This
warning signs of stress. This approach allows us
The escalating tensions among leading global structure ensures a cohesive and integrated approach Culture of risk awareness
to maintain the superior quality of our portfolio
economies pose the threat of political and to risk management, safeguarding the Company’s
credit. Additionally, we engage in hind-sighting
Through regular workshops and training
economic instability, with potential repercussions integrity and financial health.
exercises to identify and implement necessary sessions, we foster a culture of risk awareness
including financial fragmentation. Such geopolitical interventions in our Credit Policy. Such measures and encourage a proactive stance towards risk

management among our employees, enhancing iii) Fraud risk potentially affecting our ability to fulfil obligations organisational policies are designed to ensure a
our overall risk culture. and achieve business goals. It is crucial to workplace that is healthy and safe while being

Fraud can undermine effective functioning
ensure minimal disparity between the tenure inclusive and free from any form of discrimination
‘Three Lines of Defence’ approach and divert scarce and valuable resources of the
of borrowed funds and the assets they finance. or harassment. This commitment to our
organisation. Moreover, fraudulent and corrupt
1.
First Line of Defence: At the operational Our efforts are geared towards maintaining an employees enables us to attract, engage, and
behaviour can seriously damage reputation and
level, functions and verticals engage in optimal asset-liability match in terms of both retain top talent, thereby creating enduring value
diminish trust to deliver results in an accountable
transaction testing to evaluate compliance tenure and interest rates, thereby safeguarding for our customers and stakeholders alike.
and transparent manner.
internally, initiating “bottom-up” process our financial stability and operational fluidity.
improvements. This approach fosters Management of the risk
Management of the risk
ownership and swift implementation of Management of the risk
We have a dedicated Fraud Risk Management Skilled manpower availability
corrective actions to mitigate identified risks.
Our approach to managing liquidity risk is
Unit (FRMU) that monitors, investigates, detects, We actively address the challenge of sourcing
guided by rigorous fund management practices
2. Second Line of Defence: An independent risk and prevents fraud. Strengthened further during candidates who possess the requisite skill
and a focused effort on diversifying our
management vertical collaborates with the FY 2023-24, this unit is committed to preventing, set and experience while aligning with our
borrowing portfolio. This diversification strategy
first line to develop risk mitigation strategies identifying, and addressing all acts of fraud organisational culture. This involves leveraging
enhances the resilience of our funding sources
and maintain oversight through continuous against our organisation with zero tolerance, innovative recruitment strategies and developing
and expands our lender base across various
monitoring. Key risks are systematically whether committed by staff, other personnel, partnerships with educational institutions to tap
segments, including public and private sector
reviewed by the Risk Management or third parties. We raise fraud risk awareness, into a broader talent pool.
banks, insurance companies, mutual funds,
Committee on a quarterly basis. implement preventive controls, and maintain
pension funds, financial institutions, corporates, Productivity risk
detection procedures. As a second line of defence,
3.
Third Line of Defence: Our Internal Audit and foreign portfolio investors.
the FRMU monitors compliance and reports all To mitigate productivity risks associated with
team conducts periodic risk-based audits
fraud risks to the Chief Risk Officer. All specified
In pursuit of liquidity risk mitigation, the longer learning curves and the time-intensive
across all functions and processes, offering
frauds are monitored by the Audit Committee Company has cultivated a diversified liquidity nature of hiring or replacing personnel, we
an independent evaluation and assurance
and Board of Directors. mix, characterised by a level of unutilised have instituted comprehensive onboarding
to the Audit Committee regarding the
bank limits, partially drawn bank lines, and on- and training programmes. These initiatives
effectiveness of risk management practices.
balance-sheet liquidity reserves such as fixed are designed to accelerate proficiency and
The roles and responsibility of Fraud Risk Management Unit deposits, liquid funds, and overnight funds. ensure that new hires contribute effectively to a
These measures collectively contribute to our shorter timeframe.
Component Principal
capability to manage liquidity risk at an optimal
Control • Fraud Risk Operating manual is developed and reviewed periodically. Succession planning
level efficiently.
Environment • All processes are being reviewed through ORM and Fraud risk to mitigate unforeseen gaps.
• Cross functional training
Understanding the importance of leadership

Central to our liquidity risk management
Risk Assessment • Comprehensive fraud risk assessments are done in support of ORM. continuity for business sustainability, we have
framework is the Asset Liability Management
• Processes are being reviewed to plug the gaps. developed a structured approach to succession
• Learning through investigations is shared to mitigate open risks for more effective policy.
Committee (ALCO). The ALCO convenes quarterly
planning. This strategy includes identifying
meeting to review our asset-liability position,
Information and • We have established a communication process to obtain information about potential fraud potential leadership gaps and nurturing a pipeline
communication through whistleblower policy and have deployed a coordinated approach to investigation and borrowing costs, fund costs, and the sensitivity of
of internal candidates equipped to assume these
corrective action to address fraud appropriately and in a timely manner. projected cash flows, including conducting stress
roles when the need arises.
Monitoring • All frauds are reported to the regulator and are reviewed by the Audit Committee as well as Board testing across short and long-term horizons.
of Directors. Based on its assessments, the ALCO proposes viii) Cybersecurity risk
corrective actions to address any identified
iv) Market risk namely interest rate risk and default risk. Our We recognise cybersecurity risk as a critical
gaps. Additionally, the ALCO remains attuned
investment approach is carefully calibrated to concern - reflecting the potential for
Market risk has the potential to adversely impact to changes in the economic landscape and
prioritise securities that present negligible to low unauthorised data access by unethical hackers.
our financial positions due to fluctuations in financial markets, formulating recommendations
default risk. Additionally, we employ strategic This could lead to financial, reputational, and
market prices, - including changes in interest for effective resource allocation. This forward-
duration targeting to mitigate the impact of legal repercussions. The advent of sophisticated
rates, foreign exchange rates, and equity and looking approach ensures continuous alignment
interest rate fluctuations, ensuring that our threats like zero-click viruses and spyware such
commodity prices. To safeguard the organisation with our financial risk management objectives,
investment practices are aligned with our risk as Pegasus shows the evolving complexity of
against these uncertainties, we adhere to a encompassing asset-liability, foreign currency,
appetite and overall financial health objectives. cybersecurity challenges. To safeguard against
Market Risk Management Policy that has been and liquidity risk management. Being a “AAA”
these vulnerabilities, the Company has instituted
approved by our Board. rated company further enhances our ability to
v) Foreign exchange risk a robust risk management framework centred
raise funds at competitive rates.
Management of the risk The Company does not have any exposure to on employee awareness and preventive training.

To manage the liquidity of our portfolio foreign exchange risk since its disbursements as vii) People risk
Management of the risk
effectively while minimising market risk, we well as borrowings are in Indian rupee. Recognising that our workforce is our most
focus our investments on fixed income securities. invaluable asset, we prioritise fostering a work Employee awareness and training
vi) Liquidity risk
This strategy is primarily aimed at liquidity environment conducive to both the professional
Our cybersecurity strategy is rooted in
management, with a keen awareness of the Liquidity risk arises from mismatches in the growth and well-being of our employees. Our comprehensive training aimed at educating
key risks inherent to fixed income investments, maturities of our borrowed and disbursed funds,

employees about digital safety practices. based audit approach, which is approved by the Productivity and performance culture extensively in HR technology and analytics. The
The training programmes cover safe digital Audit Committee. The Audit Committee reviews Given our diverse talent, it was vital to align our introduction of AI-based tools to recruit and connect
behaviours, awareness of phishing and vishing the annual audit plan, the significant audit findings, employees and enable them to meet the dynamic with our employees has provided real-time insights
scams, and the importance of avoiding and the updated status of implementation of the expectations required to achieve our vision. Evolving into our people’s pulse. Our analytical capabilities
downloads from unverified sources. Simulated management action plan on a quarterly basis. our performance culture by enhancing productivity have enabled us to identify critical gaps and establish
phishing exercises are conducted to test and and reward strategies was critical. Various stronger capacity planning mechanisms, retention
We have a system of internal control over financial
reinforce these practices among the staff. interventions focused on Business Enablement and strategies, learning needs, and high-potential
reporting that adequately addresses the risk that a
Productivity Enhancement were undertaken to boost engagement interventions.
Executive training material misstatement in the Company’s financial
statements would not be prevented or detected individual and team performance and enhance market
Specialised training sessions are held for CXOs Building a strong employer brand
on a timely basis and that these controls are presence through structured channel engagement.
and senior management, focusing on high-level By aligning our HR strategy with business goals, our HR
operating effectively. Another critical aspect was celebrating and
fraud risks and artificial intelligence tools for transformational journey has involved implementing
security enhancement. These targeted sessions rewarding our top performers through various best practices that drive organisational growth and
HUMAN RESOURCE - PEOPLE COUNT AT EVERY
equip the Company’s leaders with the knowledge recognition programmes at the individual, employee engagement. We believe that by cultivating
STEP
to navigate the cyber threat landscape effectively. team, and branch levels. Structured reward and a positive employer brand, PFL can position itself as a
The Human Resources (HR) department plays a recognition programmes, along with wealth creation desirable employer of choice and create a competitive
I nternal Capital Adequacy Assessment Process crucial role in driving organisational success. The opportunities through our ESOP programme, have advantage in the talent marketplace.
(ICAAP) transformational journey of HR within an organisation strengthened the sense of inclusion, ownership, and
involves implementing best practices to ensure the a healthy entrepreneurial culture. As a testament to our strategic alignment with
e have adopted the ICAAP framework as enunciated
W
development and growth of both employees and organisational goals, we were recognised as a Great
in the Scale Based Regulation framework. As part of To ensure our employees remain productive while
the Company. Below are some of the key aspects Place to Work 2024, one of India’s Best Workplaces
the risk assessment under ICAAP framework, we have maintaining mental, physical, and personal well-
of HR’s transformational journey that contribute to in BFSI 2024, and one of India’s Best Workplaces in
quantified capital requirement for all material risks being, we conceptualised and designed the Wellness
PFL’s success. Health and Wellness 2024 by Great Place to Work.
that the Company is exposed to and stress scenarios 360 platform. This platform caters to all wellness
pertaining to these risks. The recent ICAAP exercise Aligning HR strategy with organisation goals needs, supporting our employees as they work
indicates that the Company has sufficient capital towards achieving organisational goals. The number of employees as of March 31,
One of the fundamental steps to enable the
cushion available to meet its capital requirements 2024, stood at 2,384.
transformational journey of PFL was to align the
after factoring in material risks as well as stress Fostering a culture of continuous learning and
people strategy to the organisation goals and Vision
testing scenarios. strengthening leadership
2025. It was imperative for the human resources CAUTIONARY STATEMENT
team to understand the organisational objectives and Continuous reskilling and upskilling were essential
INTERNAL CONTROL SYSTEM Statements in the Management Discussion and
challenges, thereby designing appropriate strategies to enable our employees to achieve the desired
We have an adequate system of internal controls in organisational goals. Our learning and development Analysis, describing the Company’s objectives,
that would accelerate the adoption of the same.
place commensurate with the nature of our business strategy included various initiatives encompassing outlook, opportunities, and expectations may
Following are a few of the strategic interventions that
and the size of our operations. We have documented competencies, leadership, product knowledge, constitute ‘Forward Looking Statements’ within the
we undertook to enable the growth journey while
our policies, controls, and procedures, covering all functional expertise, and technology skills. Significant meaning of applicable laws and regulations. Actual
staying aligned to our value framework – CREDIT.
financial and operating activities. Internal controls efforts and budget have been invested in fostering an results may differ from those expressed or implied
include IT general controls, IT application controls, Cultivating a culture of transparency entrepreneurial and digital mindset through external expectations or projections, among others. Several
controls designed to provide a reasonable assurance and internal interventions. factors make a difference to the Company’s operations
Given our agile growth path, maintaining
regarding the reliability on financial reporting, including the government regulations, taxation and
transparency, and ensuring regular mechanisms to While we hire talent through competency-based
monitoring of operations for our efficiency and economic scenario affecting demand and supply,
connect with our people were critical to achieving assessments, we also reinforce our competencies
effectiveness, protecting assets from unauthorised natural calamity and other such factors over which
our vision. Multiple programmes were established and values through diverse L&D initiatives. We
use or losses, compliances with regulations, the Company does not have any direct control.
to create an environment where employees feel designed multiple opportunities for employees to
prevention, and detection of fraudulent activities, etc.
empowered to voice their opinions, share feedback, excel and advance their careers alongside driving For and on behalf of the Board,
We continue our efforts to align all our processes and
and raise concerns without fear of reprisal. organisational growth.
controls with leading practices.
Continuous engagement and communication
Our learning programmes addressed individual Abhay Bhutada Sunil Samdani
A well-established, independent Internal Audit provided clarity, direction, and confidence to
development plans for all mid-management and Managing Director Executive Director
function provides independent assurance on achieve our goals.
above, further strengthening organisational goals and DIN: 03330542 DIN: 10301175
the Company’s system of internal controls, risk
We have created platforms to engage all employee driving high performance. We promote a coaching
management and governance processes. The scope
segments through management and leadership culture by facilitating coaching conversations
and authority of the Internal Audit division is derived Pune Pune
connect, AI-based tools, surveys, policies, and redressal between our CXOs and high-potential talent.
from the Internal Audit Charter, duly approved by the April 29, 2024 April 29, 2024
forums. These interventions have strengthened our
Audit Committee. To maintain the independence
values of transparency and collaboration, driving the Leveraging technology for HR innovation and
of Internal Audit, the Chief Internal Auditor (CIA)
organisation towards its growth journey. analytics
reports functionally to the Audit Committee. Internal
Audit prepares an annual audit plan following a risk- To strengthen the efficiency of HR and enable the
function to adapt to an agile environment, we invested

Report on Corporate Governance

1. COMPANY’S PHILOSOPHY ON THE CODE 2. BOARD OF DIRECTORS (‘BOARD’) The said information as on March 31, 2024, is presented as below:
OF GOVERNANCE
The Board is the focal point and custodian of Date of
Sr. No. Name of Director Category DIN

Poonawalla Fincorp Limited (the ‘Company/ corporate governance for the Company. The Appointment
Poonawalla Fincorp’), pursues its long-term Board consists of eminent persons with mix of 1. Mr. Adar Cyrus Poonawalla Non – Executive Chairman (Promoter) 01.06.2021 00044815
corporate goals on the bedrock of financial Executive Directors, Non-Executive Directors 2. Mr. Abhay Bhutada Managing Director 12.02.2022 03330542
discipline, high ethical standards, transparency, and Independent Directors having professional 3. Mr. Sunil Samdani1 Executive Director 20.10.2023 10301175
and trust. Enhancing shareholders’ value and expertise from diverse areas viz., general 4. Mr. Amar Deshpande Non- Executive Director 03.06.2021 07425556
protecting the interests of all stakeholders is a corporate management, risk management, 5. Mr. Sajid Fazalbhoy Non- Executive Director 04.02.2022 00022760
tradition at Poonawalla Fincorp. Every effort is banking, finance, economics, marketing, 6. Mr. Bontha Prasada Rao Non-Executive, Independent Director 10.12.2019 01705080
made to follow the best practices in all functional digitization, analytics and other allied fields thus 7. Mr. Prabhakar Dalal Non- Executive, Independent Director 05.05.2021 00544948
areas and in discharging the Company’s meeting the requirements of the Board diversity. 8. Mr. Sanjay Kumar Non- Executive, Independent Director 15.01.2022 09466542
responsibilities towards all the stakeholders and The Independent Directors possess experience 9. Mr. Atul Kumar Gupta2 Non- Executive, Independent Director 23.08.2023 01052730
the community at large. Our actions are governed and expertise in the financial services industry. 10. Ms. Kemisha Soni3 Non- Executive, Independent Director 30.01.2024 06805708
by our values and principles, which are reinforced They provide independent judgement, external
1Mr. Sunil Samdani has been appointed as the Executive Director (Whole-Time Director) of the Company for a period of 5 (Five) years
at all levels of the organization. These principles perspective and objectivity on the issues which
w.e.f. October 20, 2023, till October 19, 2028 (both dates inclusive) and the same was approved by the Shareholders on January
have been and will continue to be our guiding are placed before them. The Board has the 14, 2024.
force in future. The Corporate Governance Policy requisite expertise across multiple domains 2Mr. Atul Kumar Gupta has been re-designated as an Independent Director of the Company for a period of 3 (Three) years w.e.f.
adopted by the Board acts as a comprehensive aligned to the growth vision of the Company. August 23, 2023, till August 22, 2026 (both dates inclusive) and the same was approved by the Shareholders on October 13, 2023.
framework within which the Company, Board The Board is responsible for providing strategic 3Ms.Kemisha Soni has been appointed as an Independent Director of the Company for a period of 3 (Three) years w.e.f. January 30,
of Directors, Board Committees may effectively guidance to the business and overall affairs of 2024, till January 29, 2027 (both dates inclusive) and the same was approved by the Shareholders on March 07, 2024.
operate for the benefit of its various stakeholders. the Company, ensuring effective monitoring of
management, and avoiding potential conflicts of

The Company is in compliance with the The Board has a mix of Executive, Non-Executive of interest in future pursuant to his directorship in
interest. The Board has constituted Committees
requirements prescribed under the Securities and Independent Directors. The Chairman is a Non- debt listed entity. The director also confirmed that
to deal with matters as may be prescribed under
and Exchange Board of India (Listing Obligations Executive Director and half of the Board comprises of there are no material reasons for resignation other
applicable laws or directed by the Board from
and Disclosure Requirements) Regulations, 2015 Independent Directors. The composition of the Board than those mentioned in his resignation letter. The
time to time.
(‘SEBI Listing Regulations’), as applicable, with is in conformity with Regulation 17 of the SEBI Listing letter which has been furnished to stock exchanges
respect to Corporate Governance. a. Composition and category of directors: Regulations read with Section 149 and Section 152 can be accessed at https://poonawallafincorp.com/

We are presenting the Report on Corporate The Board of your Company comprises of 10 of the Companies Act, 2013 (‘Act’). pfca/assets/pdf/PFL-Intimation-Resignation-of-ID-
Governance as prescribed under above regulations (Ten) directors as on March 31, 2024, and as on 26-August-2023.pdf
There are no directors who have attained the age
as below. date of this Report. of 75 years or more and for which approval of Completion of tenure of Independent Director:
Shareholders/Members was required through special
Mrs. Vijayalakshmi R Iyer ceased to be an Independent
resolution in terms of Regulation 17 (1A) of the SEBI
Director upon completion of her tenure w.e.f. January
Listing Regulations.
Board Composition: 30, 2024.
All the Independent Directors of the Company have
been appointed as per the provisions of the Act, Board Confirmation regarding Independence of
SEBI Listing Regulations and RBI Master Direction the Independent Directors:
– Reserve Bank of India (Non-Banking Financial The Board has received declarations from all the
Company-Scale Based Regulation) Directions, 2023 Independent Directors. The Independent Directors
Executive Directors (2 Nos) 20% (‘RBI Scale Based Regulation’). The Independent have confirmed that they meet the criteria of
Directors have been appointed for a fixed tenure independence as mentioned in Section 149(6) of
Non-Executive Directors including 30% of 3 (three) years from their respective dates of the Act and Regulation 16(1)(b) of the SEBI Listing
Chairman (3 Nos ) appointment/re-appointment. Regulations. In terms of Regulation 25(8) of the
BOARD SEBI Listing Regulations, the Independent Directors
Non -Executive, Independent 50% The profiles of directors can be accessed on the
DEMOGRAPHICS have confirmed that they are not aware of any
Directors including one women Company’s website at https://poonawallafincorp.
circumstances or situation which exists or may be
Independent Director (5 Nos) com/board-of-directors.php
reasonably anticipated that could impair or impact
Resignation of Independent Director: their ability to discharge their duties. In the opinion of
the Board, all the existing Independent Directors, fulfil
During the year under review, Mr. G Jaganmohan
the conditions specified in SEBI Listing Regulations
Rao, Independent Director, resigned w.e.f. August 26,
and are independent of the management.
2023, due to personal reasons and to avoid conflict

Further, the Board after taking these declarations/ b.

Number of Board Meetings held and eetings, Agenda and participation thereat:
M notes in electronic form through this portal,
disclosures on record and acknowledging the attendance of each director at Board The Board/Committee meetings are pre- which is accessible through iPad/laptop. The
veracity of the same, concluded that the Independent Meeting and last Annual General Meeting scheduled and a tentative calendar of the Board application meets high standards of security
Directors are persons of integrity and possess the (AGM): and Committee meetings is circulated to the that are essential for storage and transmission of
relevant expertise and experience to qualify as directors well in advance to help them plan their sensitive information in electronic form.
The Board of Directors met 7(Seven) times during
Independent Directors of the Company and are schedule and ensure meaningful participation in
the financial year ended March 31, 2024. P ost meeting follow-up mechanism: The

Independent of the Management. the meetings. The Board Meetings are convened
Company has an effective post Board/Committee
The gap between any two meetings did not by giving appropriate notice after obtaining
Necessary disclosures regarding Committee positions meeting follow-up procedure. The important
exceed 120 days. Generally, all these Board approval of the Chairperson and Managing
in other public companies as on March 31, 2024, have decisions taken at Board/Committee meetings are
Meetings were held in video conferencing / other Director of the Company. The Company
been made by the directors. communicated to the concerned departments
audio-visual mode as allowed under applicable Secretary, in consultation with Managing
promptly. An action taken/status report on the
law. The Board Meeting held on April 26, 2023, Director, Executive Director, Chief Compliance
decisions of the previous meeting(s) is placed at
was convened in physical mode. The requisite Officer and Chief Financial Officer, prepares
the next meeting of the Board/Committees for
quorum was present at all meetings. the agenda for meetings. Agenda, notes on
information and further recommended action(s),
the agenda and other pre-read materials are
if any.
circulated among the directors in advance, in
The attendance of directors in Board Meeting for the financial year 2023 – 24 and 43rd AGM are tabulated below: a structured format. All the agenda items are nowledge sharing: Board members are kept
K
supported by relevant information, documents informed about any material development/
Sr. Name of Director Attendance of Board Meetings Meetings Attended % of AGM
No. held during attendance (43rd ) and presentations to enable the Board to take business update through various modes viz.
the year of a
10/04/ 26/04/ 24/07/ 31/08/ 20/10/ 18/01/ 18/03/
in which Director 25/07/ informed decisions. Additional items on the e-mails, con-call etc. from time to time.
2023 2023 2023 2023 2023 2024 2024 2023
Directors agenda are permitted with the permission and
were entitled
The Board is presented with important
to attend consent of the Chairperson and the consent of the
information on the operations of the Company
1. Mr. Adar Cyrus √ √ √
• √ √ √ 7 6 85.71% √ majority of the directors present at the meeting.
Poonawalla as well as that which requires deliberation at
The Company also provides video conferencing
2. Mr. Abhay Bhutada √ √ √ √ √ √ √ 7 7 100 √ the highest level. Such Information includes
facilities to facilitate directors travelling or
3. Mr. Sunil Samdani1 - - - - √ √ √ 3 3 100 - minimum information required to be placed
present at other locations, to participate in
4. Mr. Amar √ √ √ √ √ √ √ 7 7 100 √ before the Board as per applicable law, which
Deshpande meetings. Only in case of urgent business, if the
inter alia include:
5. Mr. Sajid Fazalbhoy √ √ √ √ √ √ √ 7 7 100 √ need arises, the Board’s/ Committee’s approval is
6. Mr. Bontha Prasada √ √ √ √ √ √ √ 7 7 100 √ taken by passing resolutions through circulation 1. Annual operating plans of business and budgets
Rao or by calling Board/Committee meetings at and any updates thereof;
7. Mr. Prabhakar Dalal √ √ √ √ √ √ √ 7 7 100 √ shorter notice, as permitted under the Act and
2. Capital expenditure and updates;
8. Mr. Sanjay Kumar √ √ √ √ √ √ √ 7 7 100 √ Secretarial Standards (‘SS’) issued by the Institute
9. Mr. Atul Kumar √ √ √ √ √ √ √ 7 7 100 √ of Company Secretaries of India. 3.
Quarterly results for the Company and its
Gupta
operating divisions or business segments;
10. Ms. Kemisha Soni2 - - - - - - √ 1 1 100 - The draft minutes of the meetings of the Board
11. Mr. G Jaganmohan √ √ √ - - - - 3 3 100 √ and its Committees are sent to the Board/ 4. Minutes of meetings of the Committees of the
Rao3
Committee members for their comments in Board of Directors;
12. Mrs. Vijayalakshmi √ √ √ √ √ √ - 6 6 100 √
R Iyer4 accordance with the Secretarial Standard on
5.
The information on recruitment and
meetings of the Board of Directors (‘SS-1’), issued
√ Present, • Absent, - Not Applicable remuneration of senior officers just below the
by the Institute of Company Secretaries of India.
1Appointed as the Executive Director w.e.f. October 20, 2023. Board level;
Suggestions, if any, received from the Board/
2Appointed as an Independent Director w.e.f. January 30, 2024. Committee members are suitably incorporated 6. Show cause, demand, prosecution notices and
3Resigned as an Independent Director w.e.f. August 26, 2023. in the draft minutes, in consultation with the penalty notices, which are materially important;
4Ceased to be an Independent Director upon completion of her tenure w.e.f. January 30, 2024. Chairman of the Board/Committee. Thereafter,
7.
Details of incidence of frauds, and corrective
the minutes are entered in the minutes book
action taken thereon;
within the prescribed time limit.
c. Board Procedure: responsibilities, thereby ensuring that the 8. Status of compliance with Act, SEBI Regulations,

The outstanding attendance record and
management adheres to high standards of ethics, RBI Regulations and shareholder related matters;

Being the apex body constituted by the participation of the directors in Board/Committee
transparency and disclosure. The Company has a
Shareholders for overseeing the functioning meetings indicates their commitment and ability 9.
Changes in regulatory landscape including
well-established framework for the Meetings of
of the Company, the Board evaluates all the to devote adequate time to their responsibilities impact and Company’s preparedness;
the Board and its Committees which seeks to
strategic decisions on a collective consensus as Board/Committee members.
systematise the decision-making process at the 10. Review of various policies framed by Company
basis amongst the directors. The Board provides
Board and Committee meetings in an informed Paperless Board Meetings: The Board/
from time to time;
leadership, strategic guidance, an objective
and efficient manner. Committee Meetings agenda and notes are
and independent view to the Company’s 11.
Functioning of customer grievance
hosted on the Digital Meeting, secured web-
Management while discharging its fiduciary redressal mechanism;
based portal. The directors receive the agenda

12. Any material default in financial obligations to and Code of Independent Directors, a separate None of the director hold Directorship in more than g. Familiarization programme:
and by the listed entity; meeting of Independent Directors of the 7 (Seven) listed companies. Further, none of the

Pursuant to the provisions of the Act and
Company was held on January 13, 2024, which Independent Directors of the Company served as
13.
Sale of material nature of investments, Regulation 25(7) of the SEBI Listing Regulations,
was chaired by Mr. Prabhakar Dalal, to review the an Independent Director in more than 7 (Seven)
subsidiaries, assets, which is not in normal course the Company has in place a mechanism to
performance of Non-Independent Directors and listed companies. None of the Independent Director
of business; familiarize its Independent Directors about the
the Board as a whole after taking into account the serving as a Whole-Time Director/Managing Director
Company, its products, the industry and business
14.
Non-compliance of any regulatory, statutory views of Executive and Non-Executive Directors. in any listed entity serves as an Independent Director
structure of the Company and its subsidiary.
or listing requirements and shareholders and The Independent Directors also reviewed the of more than 3 (Three) listed entities. None of the
service such as non-payment of dividend, delay quality, content and timeliness of the flow of directors hold directorship in more than 20 (Twenty) All Board members of the Company are accorded
in share transfer (if any), among others. information between the Management and the Indian companies, with not more than 10 (Ten) public every opportunity to familiarize themselves with
Board and its Committees, which is necessary limited companies. the Company, its management, its operations
d. Separate meeting of the Independent to perform and discharge their duties effectively and above all, the industry perspective and issues.
Directors: None of the directors is a member of more than
and reasonably. They are made to interact with senior management
10 (Ten) Committees or acts as chairperson of more
As stipulated by the provisions of Section 149(8) personnel and proactively shared relevant news,
than 5 (Five) Committees (being Audit Committee
read with Schedule IV of the Act and Regulation views and updates on the Company and sector.
and Stakeholders Relationship Committee), as per
25(3) & 25(4) of the SEBI Listing Regulations All the information/ documents sought by them
Regulation 26(1) of the SEBI Listing Regulations
are also shared with them for enabling a good
across all the public limited companies in which he/
understanding of the Company, its various
she is a director. The necessary disclosures regarding
e. Number of other directorships and Chairmanships/Memberships of Committees of each operations and the industry of which it is a part.
Committee positions have been made by the directors.
director in various Companies as on March 31, 2024: None of the Independent Directors of the Company The Company also undertakes various initiatives
Sr. No. Name of Director Category Materially No. of Outside Names of the are on the Board of any other Company as Non- to update the Independent Directors about the
significant, Directo- Committee Positions other listed Independent Director where the Non-Independent ongoing events and developments relating to
pecuniary rships Held (**) entities where
or business in other the Director
Director of the Company is an Independent Director. the Company, significant changes in regulatory
relationship Companies Chairman Member is a Director Further, there are no inter-se relationships between environment and implications on the Industry/
with the incorporated (including debt our Board Members. Company. To familiarize the new directors with
Company in India (*) listed)
the business and operations of the Company an
1. Mr. Adar Cyrus Non-Executive Chairman, 11 Nil Nil Nil The Independent Directors also confirmed that they
Poonawalla Chairman Promoter Induction kit is shared with them which, inter-
are not on the Board of more than 3 (Three) NBFCs
(DIN: 00044815) Director alia, includes Mission, Vision and Values, Group
[NBFC-Middle Layer (‘NBFC-ML’) or NBFC-Upper
2. Mr. Abhay Bhutada Executive Managing Nil Nil Nil Nil Business Structure, Brief profile of the Board
Layer (‘NBFC-UL’) at the same time in line with RBI
(DIN: 03330542) Director Director of Directors, Composition of Committees of
Scale Based Regulation.
3. Mr. Sunil Samdani Executive Whole-time Nil Nil Nil Nil the Board, Brief profile of Senior Management
(DIN: 10301175) Director Director Pursuant to RBI Scale Based Regulation, Key Personnel, Press Releases, Investor Presentation,
Mr. Amar Deshpande Non-Executive N.A Nil Nil Nil Nil Managerial Personnel does not hold any office Latest Annual Report, Latest Shareholding
4. (DIN: 07425556) Director (including directorships) in any other NBFC-ML or Pattern, Codes and Policies and Remuneration
Mr. Sajid Fazalbhoy Non-Executive N.A 5 Nil Nil Nil NBFC-UL. payable to directors. Furthermore, the role,
5. (DIN: 00022760) Director rights, responsibilities, duties and liabilities of the
Mr. Bontha Prasada Non-Executive, N.A 3 Nil 2 - Havells India
f. Shareholding of directors as on March 31,
Independent Directors are embodied in detail in
6. Rao Independent Limited 2024, in the Company:
their Appointment Letter.
(DIN:01705080) Director - Titagarh Sr. Name of Director Number of Shares
Rail Systems No. and convertible
During the financial year 2023-24, the
Limited instrument held in
the Company Independent Directors were updated from time
Mr. Prabhakar Dalal Non-Executive, N.A 2 1 2 - Ajanta
1. Mr. Adar Cyrus Poonawalla NIL to time on an on-going basis on the significant
7. (DIN: 00544948) Independent Pharma
Director Limited 2. Mr. Abhay Bhutada* 76,00,000 changes in the regulations applicable to the
- Carysil Limited 3. Mr. Sunil Samdani NIL Non-Banking Financial Companies. Program for
Mr. Sanjay Kumar Non-Executive, N.A Nil Nil Nil Nil 4. Mr. Amar Deshpande NIL Non-Executive Directors on the Boards of Banks,
8. (DIN: 09466542) Independent 5. Mr. Sajid Fazalbhoy NIL Financial Institutions and NBFCs was organised
Director 6. Mr. Bontha Prasada Rao NIL by the Centre for Advanced Financial Research
Mr. Atul Kumar Gupta Non-Executive, N.A Nil Nil Nil Nil 7. Mr. Prabhakar Dalal NIL and Learning (‘CAFRAL’).The details of such
9. (DIN: 01052730) Independent 8. Mr. Sanjay Kumar NIL Familiarization Programmes for directors may
Director 9. Mr. Atul Kumar Gupta NIL be referred to, at the website of the Company at
Ms. Kemisha Soni Non-Executive, 10. Ms. Kemisha Soni NIL its weblink i.e., https://poonawallafincorp.com/
10. (DIN: 06805708) Independent N.A 5 2 Nil Nil
Director * Equity Shares were allotted pursuant to exercise of awards pfca/assets/pdf/PFL-Familiarization-Program-
under Restricted Stock Option Plan - 2014 of the Company. FY23-24.pdf
*Excludes directorships in the Company, Foreign Companies and Companies under Section 8 of the Act.
**Includes only Audit Committee and Stakeholders’ Relationship Committee in all Indian public limited companies as per Regulation
The Company has not issued any
26 of SEBI Listing Regulations and the memberships also includes chairmanship in those committees, if any. convertible instruments.

h. Skills/Expertise/Competence of the Board of Directors: j. Code of Conduct: at the web-link: https://poonawallafincorp.com/

List of core skills / expertise / competencies required by the Board (as identified by the Board) for efficient pfca/asset s/pdf/Draf t-Appointment-Letter-
The Board of Directors has laid down a Code
functioning of the Company in the present business environment and those skills/expertise/competence Independent-Director.pdf
of Conduct for all the Board Members and
actually available with the current Board are as follows:- Senior Executive Management of the Company n. Maximum tenure of Independent Directors:
including a Code of Conduct for Independent
Independent Directors shall hold office for a
Directors pursuant to Section 149(8) read
term of up to 3 (Three) consecutive years on the
with Schedule IV of the Act, which is a guide to
Board of a Company but shall be eligible for re-
professional conduct for Independent Directors of
Financial appointment on passing of a special resolution
Understanding the Company. All the Board Members and Senior
by the company and disclosure of such
Management have confirmed compliance with
1 2 3 4 5 appointment in the Board’s Report. The tenure of
the Code. A declaration by Managing Director
6 7 8 9 10 the Independent Directors is in accordance with
affirming the compliance with the Code is
the provisions of the Act.
Understanding of Strategy and strategic annexed at the end of this Report as Annexure-A.
Business / Industry planning The Code for Independent Directors may be 3. BOARD COMMITTEES:
1 2 3 4 5 1 2 3 4 5 referred to at the website of the Company i.e.,
The Board Committees play a crucial role in the
6 7 8 9 10 6 7 8 9 10 https://poonawallafincorp.com/pfca/assets/pdf/
governance structure of the Company and the
PFL-Code-for-Independent-Directors.pdf and
Committees constituted by the Board focus
Code of Business Ethics may be referred to at
on specific areas and take informed decisions
https://poonawallafincorp.com/pfca/assets/pdf/
within the framework designed by the Board and
PFL-Code-of-Business-Ethics.pdf
make specific recommendations to the Board
Further, pursuant to SEBI Listing Regulations, all on matters in their areas or purview. All decisions
Market Understanding members of Senior Management of the Company and recommendations of the Committees are
Critical and
1 2 3 4 5 innovative thoughts, have affirmed that they have not entered into any placed before the Board for information or for
and material, financial and commercial transactions approval, as required. To enable better and more
6 7 8 9 10 Risk Compilance
oversight during the year in which they had personal focused attention on the affairs of the Company,
interest, that may have potential conflict of the Board has delegated particular matters to the
Skills and 1 2 3 4 5 interest with the Company. Committees of the Board set up for the purpose.
As on March 31, 2024, the Company has 9 (Nine)
Expertise
6 7 8 9 10
k. Directors and Officers liability insurance Committees of the Board: -
(‘D&O policy’):
Skills and Expertise 1. Audit Committee;
The Company has in place a D&O policy which is
renewed every year. It covers directors (including 2. Nomination and Remuneration Committee;
1 Mr. Adar Cyrus Poonawalla 5 Mr. Sajid Fazalbhoy 8 Mr. Sanjay Kumar
Independent Directors) of the Company. 3. Stakeholders Relationship Committee;
2 Mr. Abhay Bhutada 6 Mr. Bontha Prasada Rao 9 Mr. Atul Kumar Gupta
4. Corporate Social Responsibility Committee;
3 Mr. Sunil Samdani 7 Mr. Prabhakar Dalal 10 Ms. Kemisha Soni l. Certificate on qualification of directors:
5. Risk Management Committee;
4 Mr. Amar Deshpande A certificate from a Company Secretary in practice
pursuant to Regulation 34(3) read with Clause 6. Asset Liability Management Committee;
10 (i) of Paragraph C of Schedule V of the SEBI 7. IT Strategy Committee;
i.
Selection of New director and Board
The potential Independent Director is also Listing Regulations certifying that none of the 8. Review Committee and
Membership Criteria: assessed on the basis of independence criteria directors on the Board of the Company have been
9. Management Committee
The Nomination and Remuneration Committee defined in Section 149(6) of the Act read with debarred or disqualified from being appointed
works with the Board to determine the rules framed thereunder and Regulation 16(1) or continuing as directors of companies by the 3.1 Audit Committee:
appropriate qualifications, positive attributes, (b) of the SEBI Listing Regulations. If the Board Securities and Exchange Board of India, Ministry
approves, the person will be appointed as an of Corporate Affairs, Reserve Bank of India, or a. Terms of reference:
characteristics, skills and experience required for
the Board as a whole and its individual members Additional Director whose appointment is any such Statutory Authority is provided as The terms of reference of the Audit Committee
with the objective of having a Board with diverse subject to the approval of the Shareholders at the Annexure B to this report. are in accordance with the provisions of Section
background and experiences in business. Company’s General Meeting. 177 of the Act, SEBI Listing Regulations and
m.
Formal letter of appointment to RBI Scale Based Regulation. The terms of the
The Policy also sets out the guiding principles
The Policy for appointment and removal Independent Directors: reference broadly include:
for the compensation to be paid to the directors, of directors and determining directors’
A letter of appointment encompassing the terms
Key Managerial Personnel (‘KMP’) and Senior independence forms part of the Remuneration •
Oversight of the company’s financial
and conditions of appointment, roles, duties and
Management Personnel (‘SMP’) and undertakes Policy of the Company and is available on our reporting process and the disclosure of its
liabilities is issued to the Independent Directors
effective implementation of board familiarisation, website i.e. https://poonawallafincorp.com/pfca/ financial information to ensure that the
at the time of their appointment. The main terms
diversity, evaluation and succession planning for assets/pdf/Remuneration-Policy.pdf financial statement is correct, sufficient
of appointment can be accessed on our website
cohesive leadership management. and credible;

• Recommend the appointment, replacement •

Reviewing and examination of quarterly • Review the utilization of loans and/ or access to information contained in the books,
or removal, remuneration and terms of statement of deviation(s) including report advances from/investment by the Company records, facilities, personnel of the Company
appointment of auditors of the Company; of monitoring agency, if applicable and in the subsidiary exceeding H100 crore and External professional consultants and
annual statement of funds utilized for or 10% of the asset size of the subsidiary, their advice, if necessary;
•
Approve rendering of services by the
purposes other than those stated in the offer whichever is lower including existing loans /
Statutory Auditors other than those • Comply with the going concern assumptions;
document/prospectus/notice; advances / investments;
expressly barred under Section 144 of Act
• Compliance with accounting standards;
and remuneration for the same; • Reviewing and monitoring independence • Review management discussion and
and performance of statutory and Internal analysis of financial condition and results • Appoint registered valuers;
•
Reviewing and examination, with the
Auditors, effectiveness of audit process and of operations;
management, the annual financial • Consider and comment on rationale, cost-
adequacy of the internal control systems;
statements and auditor's report thereon and • Review Management letters/letters of benefits and impact of schemes involving
any concerns in this regard may be flagged
the CEO & CFO Certificate as per Regulation internal control weakness issued by the merger, demerger, amalgamation etc., on
by the Audit Committee to the Board of
33 of SEBI Listing Regulations before Statutory Auditors; the Company and its shareholders;
Directors and concerned Senior Supervisory
submission to the Board for approval, with
Manager (SSM)/Regional Office (RO) of RBI; • Review the Internal Audit Report relating to • Review of statement of deviation(s)
particular reference to:
internal control weakness; or variation;
• Approve the appointment, removal and
− M
atters required to be included in the
terms of remuneration of Chief Internal • Carry out such other business as may be • Review and take note of the statement
Director’s Responsibility Statement to be
Auditor and reviewing the adequacy required by applicable law or considered indicating deviation/ variation report with
included in the Board’s Report in terms of
of internal audit function including the appropriate in view of the general terms respect to utilization of issue proceeds
Section 134(3)(c) of the Act;
structure of the internal audit department, of reference and the purpose of the of listed non-convertible securities on
− C
hanges, if any, in accounting policies and staffing, and seniority of the official heading Audit Committee; quarterly basis;
practices and reasons for the same; the department, reporting structure
• Approve and review related party • Ensuring information system audit of
coverage and frequency, scope, functioning
− M
ajor accounting entries involving transactions of the Company in accordance the internal systems and processes are
and methodology of internal audit;
estimates based on the exercise of with the Related Party Transactions Policy of conducted every year to assess operational
judgement by management; • Discussion with Internal Auditors and the the Company; risk faced by the NBFCs;
Management of any significant findings,
− S
ignificant adjustments made in the • Approve a related party transaction to which • Ageing analysis of entries pending
status of previous audit recommendations
financial statements arising out of audit the subsidiary of the Company is a party reconciliation with outsourced vendors shall
and follow up there on;
findings; but the Company is not a party, provided be placed before the Committee;
• Reviewing the findings of any internal if the value of such transaction whether
− C
ompliance with listing and other • Monitoring system of internal audit of all
investigations by the Internal Auditors into entered into individually or taken together
legal requirements relating to financial outsourced activities;
matters where there is suspected fraud or with previous transactions during a financial
statements;
irregularity or a failure of internal control year exceeds ten per cent of the annual • Any adjustments to the Expected Credit
− D
isclosure of any related party transactions; systems of a material nature and reporting standalone turnover, as per the last audited Loss model output (i.e. a management
and the matter to the Board; financial statements of the subsidiary; overlay) should be approved by the Audit
Committee and its rationale and basis
− Q
ualifications/ modified opinion in the • Discussion with Statutory Auditors before • Grant omnibus approval for entering into
should be clearly documented;
draft audit report. the audit commences, about the nature related party transactions in accordance
and scope of audit as well as post-audit with applicable laws and as per the policy • Reviewing, approving and monitoring the
•
Reviewing, with the management,
discussion to ascertain any area of concern; adopted by the Board; code of ethics of the Company for senior
the quarterly financial results before
management/directors;
submission to the Board for approval and • Look into the reasons for substantial • Scrutiny of inter-corporate loans
secure the certificate from CEO and CFO defaults in the payment to the depositors, and investments; • Reviewing of the compliance under SEBI
in terms of Regulation 33(2)(a) of SEBI debenture holders, shareholders (in case (Prohibition of Insider Trading) Regulations,
• Valuation of undertakings or assets of the
Listing Regulations; of non- payment of declared dividends) 2015 including any amendments thereto
company, wherever it is necessary;
and creditors; and verify the adequacy of internal control
•
Reviewing, with the management, the
• Evaluation of internal financial controls and systems under the said Regulations on an
statement of uses/application of funds raised • Review the functioning of the Whistle
risk management systems; annual basis;
through an issue (public issue, rights issue, Blower/ Vigil Mechanism;
preferential issue, etc.), the statement of • Investigate into any matter in relation to the • Any other matter as delegated by the Board
• Approval of appointment of CFO (i.e., the
funds utilized for purposes other than those items within the purview of this Charter or of Directors of the Company from time
Whole-Time Finance Director or any other
stated in the offer document/prospectus/ referred to it by the Board or auditor of the to time.
person heading the finance function or
notice and the report submitted by the Company and for this purpose, shall have full
discharging that function) after assessing the
monitoring agency monitoring the utilisation
qualifications, experience and background
of proceeds of a public or rights issue, and
etc. of the candidate;
making appropriate recommendations to
the Board to take up steps in this matter;

b. Composition: • Conduct annual review of the Committee’s • tock options: Approve grant and allotment
S
performance and effectiveness at the of shares to the eligible employees of
The Audit Committee comprises of 1 (One) Non-Executive Director and 3 (Three) Non-Executive,
Board level; the Company and its subsidiaries under
Independent Directors. The composition of the Audit Committee during the financial year 2023 -24 was
the shareholders approved stock option
as follows: • Examine and ensure ‘fit and proper’ status of
Schemes and authorize any official of the
the directors of the Company;
Sr. No. Name of the Members Committee Designation Category Company to offer ESOPs and RSO to the
1. Mr. Atul Kumar Gupta1 Chairman Non-Executive, Independent • To ensure that the Committee works in new joinees in the Company in accordance
2. Mr. Amar Deshpande Member Non-Executive close co-ordination with Risk Management with the authority matrix approved by the
3. Mr. Prabhakar Dalal2 Member Non-Executive, Independent Committee of the Company to achieve Committee from time to time;
4. Mr. Sanjay Kumar Member Non-Executive, Independent effective alignment between compensation
5. Mr. G. Jaganmohan Rao3 Member Non-Executive, Independent
•
Approval of the annual compensation
and risks;
6. Mrs. Vijayalakshmi R Iyer4 Member Non-Executive, Independent revision cycle of the employees of
• The Committee shall ensure that there the Company.
1Appointed as the Chairman w.e.f. August 27, 2023. is no conflict of interest specifically for
2Ceased to be the Chairman w.e.f. August 27, 2023.
Review of items by the Committee
Independent Directors being on the Board
3Ceased to be a member w.e.f. August 26, 2023. for recommendation to the Board
of another NBFC at the same time;
4Ceased to be a member w.e.f. January 30, 2024 for approval:
• To ensure that compensation levels are
•
Devising a policy on Board diversity and
All members are financially literate and bring expertise in the fields of finance, accounting, development supported by the need to retain earnings
recommending the size and an optimum mix
and strategy. of the Company and the need to maintain
of Promoter Directors, Executive, Independent
adequate capital based on Internal Capital
Mr. Prabhakar Dalal, earlier Chairman of the Committee, was present at the Annual General Meeting of the and Non-Independent Directors keeping in
Adequacy Assessment Process (ICAAP);
Company held on July 25, 2023. mind the needs of the Company;
Approval of matters by the Committee: • Recommend the remuneration payable to
c. Meetings and attendance:
• Formulate criteria for: Senior Management Personnel to the Board
Sr. Name of Members Attendance of Audit Committee Members for their approval including the structure,
No. a.
Determining qualifications, positive
10/04/2023 26/04/2023 29/06/2023 24/07/2023 20/10/2023 18/01/2024 09/03/2024 design and target setting for short and long
attributes and independence of
1. Mr. Atul Kumar Gupta - - - - √ √ √ term incentives / bonus;
2. Mr. Amar Deshpande √ √ √ √ √ √ √ a director;
3. Mr. Prabhakar Dalal √ √ √ √ √ √ √ • Identifying, evaluating and recommending
b.
Evaluation of Independent Directors
4. Mr. Sanjay Kumar √ √ √ √ √ √ √ to the Board:
5. Mr. G. Jaganmohan Rao √ √ √ √ - - -
and the Board;
6. Mrs. Vijayalakshmi R √ √ • √ √ √ - a. Persons who are qualified for appointment
• Evaluate the balance of skills, knowledge
Iyer as Independent and Non-Executive
and experience on the Board and on
√ Present, • Absent, - Not Applicable Directors/ Executive Directors/ Whole-
the basis of such evaluation, prepare a
time Directors/ Managing Directors in
description of the role and capabilities
The Chief Financial Officer assists the Committee in 3.2 Nomination and Remuneration Committee: accordance with the criteria laid down;
required of an Independent Director. The
the discharge of its responsibilities. The Committee person recommended to the Board for b.
Extend or continue the term of
a. Terms of reference:
invites such employees or advisors as it considers appointment as an Independent Director appointment of the Independent
appropriate to attend. The Chief Financial Officer, The terms of reference of the Nomination and
shall have the capabilities identified in such Director, on the basis of the report
Head of Internal Audit and Statutory Auditors are Remuneration Committee are in accordance
description. For the purpose of identifying of performance evaluation of
generally invited to attend meetings unless the with the provisions of Section 178 of the
suitable candidates, the Committee may: Independent Directors;
Committee considers otherwise. Act, SEBI Listing Regulations and RBI Scale
Based Regulation. The terms of reference a)
Use the services of external agencies, c.
Appointment of Senior Management
Separate discussions are held with the Chief Internal broadly include: if required; Personnel in accordance with the
Auditor to focus on compliance issues and to conduct criteria laid down;
detailed reviews of the processes and internal controls Review of matters by the Committee: b)
Consider candidate from wide range
in the Company. of backgrounds, having due regard to d.
Removal of directors and Senior
• Carry out evaluation of performance of all
diversity; and Management Personnel.
The members of the Audit Committee meet the the directors of the Company;
Statutory Auditors of the Company independently at c)
Consider the time commitments of • Determining processes for evaluating the
• Review overall compensation philosophy
least once a year. the candidate. skill, knowledge, experience, effectiveness
and framework of the Company;
and performance of individual directors as
All the recommendations made by the Audit • ased on the Policy approve framework
B
• Review outcome of the annual performance well as the Board as a whole;
Committee during the year under review were and broad policy in respect of all Employees
appraisal of the employees of the Company;
accepted by the Board. for increments.

•
Recommend to the Board a Policy on expenses payable to Non-Executive • The appraisal of the Board, as a collective Evaluation of performance of Board, as
remuneration including any compensation Directors of the Company. body and the directors, individually, a collective body, shall be done by the
related payments of the directors, key shall be based on pre-identified and Independent Directors at an exclusive
b. Recommend changes in compensation
managerial personnel and other employees; agreed parameters. meeting of Independent Directors (as stated
levels and one-time compensation
hereinbefore), apart from evaluation of
• Based on the Policy as aforesaid, determine related payments in respect of Managing • Such performance evaluation shall be
performance of individual director.
remuneration packages for the following: Director/Whole-time Director/ Executive undertaken at a reasonably regular
Director. interval once in every financial year using 3.3 Stakeholders Relationship Committee:
a. Recommend remuneration package of
questionnaire. The questionnaire will usually
the directors of the Company, including •
Recommend & Review succession plans a. Terms of reference:
be circulated to the members of the Board
Commission, Sitting Fees and other for all Key Managerial Personnel and Senior
of the Company in the first quarter of every
The terms of reference of the Stakeholder
Managerial Personnel.
calendar year (corresponding to the last Relationship Committee are in accordance with
quarter of every financial year) and the the provisions of Act and SEBI Listing Regulations.
b. Composition:
directors are encouraged to submit their The terms of the reference broadly include:
The Nomination and Remuneration Committee comprises of 1 (One) Non-Executive Director and 2 (Two)
comments within a month of receiving
Non-Executive, Independent Directors. The composition of the Nomination and Remuneration Committee • Redress and resolve the grievances of the
the questionnaire.
during the financial year 2023 -24 was as follows: security holders of the Company including
• Chairman of the Nomination and complaints related to transfer/transmission
Sr. No. Name of the Members Committee Designation Category
Remuneration Committee may conduct of shares, non-receipt of annual report, non-
1. Mr. Prabhakar Dalal Chairman Non-Executive, Independent
a one-to-one session with each director receipt of declared dividends, issue of new/
2. Mr. Amar Deshpande Member Non-Executive
to understand their point of view on the duplicate certificates or allotment letters,
3. Mr. Atul Kumar Gupta1 Member Non-Executive, Independent
parameters for performance evaluation general meetings, etc;
4. Mr. G. Jaganmohan Rao2 Member Non-Executive, Independent
each such director would be subjected to.
1Appointed as a member w.e.f. August 27, 2023. • Review of measures taken for effective
2Ceased to be a member w.e.f. August 26, 2023. • Performance parameters for the Board exercise of voting rights by shareholders;
may consist of parameters for evaluation
• Review of adherence to the service standards
Mr. Prabhakar Dalal, Chairman of the Committee, attended the last Annual General Meeting held on July of Board as a collective body, evaluation
adopted by the Company in respect of
25, 2023. of Committees of Board, self-evaluation,
various services being rendered by the
evaluation of each director individually and
c. Meetings and attendance: Registrar & Share Transfer Agent;
that of the Chairman.
Sr. Name of Attendance of Nomination and Remuneration Committee Members • Review of the various measures and
• Independent Directors shall hold at least
No. Members
25/04/ 25/05/ 19/06/ 06/07 22/08/ 31/08 / 19/10/ 08/11/ 29/11/ 16/01/ 29/01/ 15/03/ 18/03/ initiatives taken by the Company for
2024 2024 2024 2024
one meeting every financial year without
2023 2023 2023 2023 2023 2023 2023 2023 2023 reducing the quantum of unclaimed
1. Mr. Prabhakar √ √ √ √ √ √ √ √ √ √ √ √ √
the participation of other Non-Independent
dividends and ensuring timely receipt of
Dalal Directors and/or members of management,
dividend warrants/annual reports/statutory
2. Mr. Amar √ √ √ √ √ √ √ √ √ √ √ √ √ to undertake the following agenda at
Deshpande notices by the shareholders of the Company;
the minimum:
3. Mr. Atul Kumar - - - - - √ √ √ √ √ √ √ √
Gupta • Review the internal audit report submitted
i. Review of performance of Non-
4. Mr. G. √ √ √ √ √ - - - - - - - - by Registrar and Transfer Agent (RTA) of
Jaganmohan Independent Directors and the Board
the Company pursuant to SEBI Circular
Rao as a whole;
no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73
√ Present, • Absent, - Not Applicable
ii. Review the performance of the dated April 20, 2018, on ‘strengthening the
Chairperson of the company, taking into Guidelines and Raising Industry standards
d. Evaluation Process: the Chairperson. Also, the Nomination and account the views of Executive Directors for RTA, Issuer Companies and Banker to an
Remuneration Committee has carried out and Non-Executive Directors; issue’ including any amendments thereto.
Performance Evaluation of the Board of
evaluation of every director’s performance
Directors: iii. Assess the quality, quantity and • Effect Dematerialisation and Rematerialisation
and reviewed the self-evaluation submitted
• Pursuant to the provisions of the Act timeliness of flow of information of shares of the Company;
by the respective directors. The performance
and Regulation 17(10) of SEBI Listing between the company management
evaluation of the Independent Directors was • Such other matters as per the directions of
Regulations, the Company has adopted and the Board, that is necessary for
carried out by the entire Board, excluding the Board of Directors of the Company which
the Remuneration Policy with the the Board to effectively and reasonably
the director being evaluated. may be considered necessary in relation to
comprehensive procedure on performance perform their duties.
shareholders and investors of the Company.
evaluation. The Board has carried out the • The detailed process of Performance
annual evaluation of its own performance, Evaluation is given in the Board’s Report.
Board Committees, individual directors and Separate Independent Directors Meeting
was held on January 13, 2024.

b. Composition: 3.4 Corporate Social Responsibility (CSR) • Approve specific projects, either new or
The Stakeholders Relationship Committee comprises of 2 (Two) Executive Directors, 1 (One) Non- Committee: ongoing, in pursuance of the focus areas
Executive Director and 2 (Two) Non-Executive Independent Directors. The Composition of the Stakeholder outlined in CSR Policy, either for undertaking
a. Terms of reference: such projects by the Company itself, directly
Relationship Committee during the financial year 2023-24 was as follows:
The terms of reference of the Corporate Social or through its holding, for inclusion in the
Sr.No. Name of the Members Committee Designation Category Responsibility Committee are in accordance annual action plan;
1. Mr. Prabhakar Dalal Chairman Non-Executive, Independent with the provisions of Section 135 of the Act. The
2. Mr. Abhay Bhutada1 Member Executive • Recommend the amount of CSR Spend in
terms of the reference broadly include:
3. Mr. Sunil Samdani2 Member Executive the activities to be undertaken to the Board
4. Mr. Amar Deshpande3 Member Non-Executive • Formulation and ensuring compliance of for approval of the annual CSR Budget and
5. Mr. Sajid Fazalbhoy Member Non-Executive CSR Policy; the amount to be transferred in case of
6. Mr. Sanjay Kumar Member Non-Executive, Independent ongoing projects and unspent amounts;
• Approve and recommend annual action
1Appointed as a member w.e.f. August 27, 2023. plan, and any modifications thereof, to the • Monitor the CSR Policy and closely monitor
2Appointed as a member w.e.f. October 20, 2023. Board comprising of following information: the spending on a ‘project basis’ regularly;
3Ceased to be member w.e.f. August 27, 2023.
i. the list of CSR Programmes that are • Review and recommend to the Board,
Mr. Prabhakar Dalal, Chairman of the Committee, attended the last Annual General Meeting of the approved to be undertaken in areas or the Annual Report on CSR activities to be
Company held on July 25, 2023. subjects specified in Schedule VII of the included in Board’s Report and certificate
Companies Act, 2013; submitted by the Chief Financial Officer;
ii. the manner of execution of such • Review and recommend to the Board,
Sr. No. Name of Members Attendance of Stakeholder Relationship Committee Members projects or programmes; the impact assessment report obtained
18/04/2023 20/07/2023 19/10/2023 16/01/2024 by the Company from time to time,
iii. the modalities of utilisation of funds
1. Mr. Prabhakar Dalal √ √ √ √ wherever applicable;
2. Mr. Abhay Bhutada - - √ √ and implementation schedules for the
3. Mr. Sunil Samdani - - - √ projects or programmes; • Undertake such activities and carry out such
4. Mr. Amar Deshpande √ √ - - functions as may be provided under section
iv. monitoring and reporting mechanism
5. Mr. Sajid Fazalbhoy √ √ √ √ 135 of the Act and the Rules.
6. Mr. Sanjay Kumar √ √ √ √ for the projects or programmes; and
√ Present, • Absent , - Not Applicable • Such other acts as may be delegated by the
v. details of need and impact assessment,
Board from time to time.
if any, for the projects undertaken by
d. Registrar and Share Transfer Agent Information: the Company;
Link Intime India Private Limited is the Registrar and Share Transfer Agent both for physical as well as
electronic mode for securities. KFin Technologies Limited continues to act as Registrar and Transfer Agent b. Composition:
for the retail debentures. The CSR Committee comprises of 2(Two) Executive Directors, 1 (One) Non-Executive Director and 2 (Two)
Non-Executive Independent Directors. The composition of the CSR Committee during the financial year
e. Compliance Officer:
2023-24 was as follows:
Ms. Shabnum Zaman, Company Secretary, acts as the Compliance Officer and the Board has appointed
Ms. Shabnum Zaman as the Nodal Officer for the purpose of IEPF Rules, the details of which is available at Sr.No. Name of the Members Committee Designation Category
the weblink: https://poonawallafincorp.com/investor-info.php 1. Mr. Abhay Bhutada Chairman Executive
2. Mr. Sunil Samdani1 Member Executive
f. Shareholder’s / Debenture holder’s complaint status:
The table below gives the number of complaints received and resolved during the financial year ended
4. Mr. Prabhakar Dalal2 Member Non-Executive, Independent
March 31, 2024:
5. Ms. Kemisha Soni3 Member Non-Executive, Independent
No. of complaints No. of complaints not No. of complaints resolved No. of 6. Mr. G. Jaganmohan Rao4 Member Non-Executive, Independent
Nature of received during resolved to the satisfaction to the satisfaction of the complaints
Sr.No. the year of the shareholders/ shareholders/ debenture 7. Mrs. Vijayalakshmi R Iyer5 Member Non-Executive, Independent
Security pending as on
debenture holders during holders during the year March 31, 2024 1Appointed
the year as a member w.e.f. October 20, 2023.
2Appointed as a member w.e.f. August 27, 2023.
1 Equity Shares 5 0 5 0
3Appointed as a member w.e.f. January 30, 2024.
2 Non- Convertible 1 0 1 0
Debentures 4Ceased to be a member w.e.f. August 26, 2023.
5Ceased to be a member w.e.f. August 27, 2023.

c. Meeting and attendance: b. Composition:

Sr.No. Name of the Members Attendance of Corporate Social Responsibility The Risk Management Committee comprises of 2 (Two) Executive Directors, 1 (One) Non-Executive
Committee Members held on 22/08/2023 Director and Two (2) Non-Executive, Independent Directors. The composition of the Risk Management
1. Mr. Abhay Bhutada √ Committee during the financial year 2023-24 is given below:
2. Mr. Sunil Samdani -
3. Mr. Amar Deshpande √ Sr.No. Name of the Members Committee designation Category
4. Mr. Prabhakar Dalal - 1. Mr. Bontha Prasada Rao1 Chairman Non-Executive, Independent
5. Ms. Kemisha Soni - 2. Mr. Abhay Bhutada Member Executive
6. Mr. G Jaganmohan Rao √ 3. Mr. Sunil Samdani2 Member Executive
7. Mrs. Vijayalakshmi R. Iyer • 4. Mr. Amar Deshpande Member Non-Executive
√ Present, • Absent, - Not Applicable 5. Mr. Sanjay Kumar Member Non-Executive, Independent
6. Mr. G Jaganmohan Rao3 Chairman Non-Executive, Independent
3.5 Risk Management Committee: • Administering the material outsourcing 7. Mrs. Vijayalakshmi R Iyer4 Member Non-Executive, Independent
and adherence thereof with the 1Appointed
a. Terms of reference: as the Chairman w.e.f. August 27, 2023.
outsourcing policy and seek reports on the 2Appointed as a member w.e.f. October 20, 2023.
The terms of reference of the Risk Management implementation or exceptions to the same; 3Ceased to be Chairman w.e.f. August 26, 2023.
Committee are in accordance with the
• Laying down appropriate approval authorities 4Ceased to be member w.e.f. January 30, 2024.
provisions of SEBI Listing Regulations and RBI
and limits for outsourcing depending on risks
Scale Based Regulation. The terms of reference
and materiality; c. Meetings and attendance:
broadly include:
• To review outsourcing strategies and Sr. No. Name of Members Attendance of Risk Management Committee Members
• Setting policies and guidelines for risk
arrangements for their continued relevance, 25/04/2023 22/07/2023 20/10/2023 17/01/2024
identification, measurement, management,
central record of all material outsourcing 1. Mr. Bontha Prasada Rao - - √ √
monitoring and reporting; 2. Mr. Abhay Bhutada √ √ √ √
activities and review/assessment reports of
• Ensuring that risk management processes such activities on half yearly basis and safety 3. Mr. Sunil Samdani - - - √
(including people, systems, operations, and soundness and identify new material 4. Mr. Amar Deshpande √ √ √ √
5. Mr. Sanjay Kumar √ √ √ √
limits, controls and governance) satisfy outsourcing risks as they arise;
6. Mr. G Jaganmohan Rao √ √ - -
the company’s policy and compliance with
• To review and measure risks emanating from 7. Mrs. Vijayalakshmi R Iyer √ √ √ √
regulatory guidelines;
Information Technology and cyber threats, √ Present, • Absent, - Not Applicable
• Reviewing and approving risk limits, due to increased adoption of technology
strategies and risk appetite; and digitization;
3.6 Asset Liability Management Committee: • Funding and capital planning – source & mix
• Ensuring robustness of financial or scoring • The appointment, removal and terms of of liabilities;
models, and the effectiveness of all systems remuneration of the Chief Risk Officer (if a. Terms of reference:
used to calculate Pillar 1 and Pillar 2 risks; any) shall be subject to review by the Risk • Forecasting and analysing 'What if scenario'
The terms of reference of the Asset Liability
Management Committee; and preparation of contingency plans
• Recommend to the Board for its approval Management Committee is in accordance with
through review of treasury strategy at
/ review, risk related policies, strategy and • The Committee shall meet the Chief Risk the RBI Scale Based Regulation. The terms of
regular interval;
risk appetite; Officer without the presence of the Managing reference broadly include:
Director at least on a quarterly basis; • Regulatory updates and its impact;
• Review any major development, internal and • Liquidity risk management through
external, and their impact on the portfolio • Approve exceptions/deviations from Risk Asset Liability Mismatches across various • Product Pricing for borrowings; and
and as a whole on the company; Management Policy; time buckets regulatory compliance
• Review of Internal Capital Adequacy
and strategize action to mitigate the
• Ensuring compliance with applicable • To review the outcome of the risk assessment.
risk associated;
regulatory requirements methodology, assessment exercise carried out by the risk
systems and data; management team for Money Laundering • Management of market risks through
and Terrorist Financing in terms of RBI KYC articulation on current interest rate view &
• Review of non-compliance w.r.t. internal its future direction;
Directions, 2016;
process and regulatory guidelines, limit
breaches, audit / regulatory findings, • To work in close coordination with
indicators, and policy exceptions with Nomination and Remuneration Committee
respect to Pillar 1 and Pillar 2 risks; of the Company to achieve effective
alignment between compensation and risks;
• Reviewing the results of and progress in
implementation of the decisions made in • To carry out any other function as is referred
previous meetings; by the Board from time to time or enforced
by any statutory notification / amendment
or modification as may be applicable;

b. Composition: • Periodically reviewing the process for • Ensure that the Company has put an effective
The Asset Liability Management Committee comprises of 2 (Two) Executive Directors, 1 (One) Non- development, approval and modification IT strategic planning process in place;
Executive Director and 2 (Two) Non-Executive Independent Directors. The composition of the Asset of the Company's IT strategy and strategic
• Guide in preparation of IT Strategy and
Liability Management Committee during the financial year 2023-24 was as follows: plan in line with the corporate strategies,
ensure that the IT Strategy aligns with the
Board Policy reviews, cyber security
Sr.No. Name of the Members Committee designation Category overall strategy of the Company towards
arrangements and any other matter related
1. Mr. Abhay Bhutada Chairman Executive accomplishment of its business objectives;
to IT Governance;
2. Mr. Sunil Samdani1 Member Executive • Satisfy itself that the IT Governance and
3. Mr. Amar Deshpande Member Non-executive • Review the key issues, options and
Information Security Governance structure
4. Mr. Bontha Prasada Rao Member Non-Executive, Independent
external developments impacting the
fosters accountability, is effective and
Company's IT strategy including acquisition
5. Mr. Sanjay Kumar Member Non-Executive, Independent efficient, has adequate skilled resources,
and development of Information Systems
6. Mr. Sanjay Miranka2 Member Chief Financial officer well defined objectives and unambiguous
(New Application Software) and Change
1Appointed as a member w.e.f. October 20, 2023. responsibilities for each level in the
Management;
2Ceased to be a member w.e.f. January 18, 2024. organisation;
• Monitor enterprise risks assigned to
• Ensure that the Company has put in place
c. Meetings and attendance: the Committee by the Board under the
processes for assessing and managing IT
Company's Enterprise Risk Management
Sr. No. Name of Members Attendance of Asset Liability Management Committee Members and cybersecurity risks;
program and report thereon to the Audit
18/04/2023 20/07/2023 17/10/2023 16/01/2024
Committee of the Board; • Ensure that the budgetary allocations for
1. Mr. Abhay Bhutada √ √ √ √
the IT function (including for IT security),
2. Mr. Sunil Samdani - - - √ • Review the Information System (IS) audit
cyber security are commensurate with the
3. Mr. Amar Deshpande √ √ √ √ report. The periodicity of IS audit should be
Company’s IT maturity, digital depth, threat
4. Mr. Bontha Prasada Rao √ √ √ √ at least once in a year;
environment and industry standards and are
5. Mr. Sanjay Kumar √ √ √ √
6. Mr. Sanjay Miranka √ √ √ √
• Ongoing review of third party / outsourcing utilised in a manner intended for meeting
arrangements including onboarding, the stated objectives;
√ Present, • Absent, - Not Applicable
commercial/key terms and conditions and
• Assess IT capacity requirements and
risk associated therewith;
3.7 IT Strategy Committee: to achieve strategic goals and provide measures taken to address the issues;
high-level direction for sourcing and use of • Review of the IT Policies of the Company;
a. Terms of Reference: • Review cyber security risks/ arrangements/
IT resources; • Approving Information Security strategy, preparedness of the Company;

The terms of reference of the IT Strategy
• Ensuring proper balance of IT investments Information Security Policies, Information
Committee is in accordance with the RBI • Review, at least on annual basis, the
for sustaining Company’s growth and Security budget and Information Security
Master Directions on Information Technology adequacy and effectiveness of the Business
becoming aware about exposure towards IT resources;
Governance, Risk, Controls and Assurance Continuity Planning and Disaster Recovery
Practices (‘ITGRCA Directions’). The terms of risks and controls; • Review the proceedings/activities of Management of the Company;
reference broadly include: • Formulating periodic assessment of the IT the meetings of IT Steering Committee,
• Any other matter as delegated by the Board
training requirements to ensure availability Information Security Committee and its
• Approving IT strategy and policy documents of Directors of the Company from time
of sufficient, competent and capable recommendations;
and ensuring that the management has to time.
put an effective strategic planning process human resources;
in place; • Ensuring the IT Risk Assessment exercise
• Ascertaining that management has is executed fully at least on a yearly basis.
implemented processes and practices Specific responsibilities include the
that ensure that the IT delivers value to following activities:
the business; i) Review & Approve the IT Risk
• Ensuring IT investments represent a balance Register annually.
of risks and benefits and that budgets ii) Guide management on how to prioritize
are acceptable; IT Risks.
• Monitoring the method that management iii) Review & approve the Risk mitigation
uses to determine the IT resources needed plans provided by IT

b. Composition: b. Composition:
The IT Strategy Committee comprises of 2 (Two) Executive Directors, 1 (One) Non-Executive Director, The constitution and composition of the Review Committee is in accordance with the criteria specified
2 (Two) Non-Executive Independent Directors and Senior Officers of the Company. Chief Information by RBI vide its circular. The Review Committee comprises of 2 (Two) Executive Directors, 1 (One) Non-
Security Officer of the Company shall be the permanent invitee to the IT Strategy meeting. Executive Director and 3 (Three) Non-Executive Independent Directors. The composition of the Review
Committee during the financial year 2023-2024 was as follows:
The composition of the IT Strategy Committee during the financial year 2023-24 was as follows:
Sr.No. Name of the Members Committee designation Category
Sr.No. Name of the Members Committee designation Category
1. Mr. Abhay Bhutada Chairman Executive
1. Mr. Bontha PrasadaRao1 Chairman Non-Executive, Independent
2. Mr. Abhay Bhutada Member Executive 2. Mr. Sunil Samdani1 Member Executive
3. Mr. Sunil Samdani2 Member Executive 3. Mr. Amar Deshpande Member Non-Executive
4. Mr. Amar Deshpande3 Member Non-Executive 4. Mr. Bontha Prasada Rao Member Non-Executive, Independent
5. Mr. Sajid Fazalbhoy Member Non-Executive 5. Mr. Sanjay Kumar Member Non-Executive, Independent
6. Mr. Atul Kumar Gupta4 Member Non-Executive, Independent 6. Mr. Atul Kumar Gupta Member Non-Executive, Independent
7. Mr. G Jaganmohan Rao5 Chairman Non-Executive, Independent 1Appointed as a member w.e.f. October 20, 2023.
8. Mr. Ashish Mehta6 Member Chief of Staff
9. Mr. Atul Garg7 Member Chief Information Officer
10. Mr. Dhiraj Saxena8 Member Chief Technology Officer
11. Mr. Kandarp Kant9 Member Chief Technology Officer During the year, no meeting of the Review Committee was required to be held.
1Appointed as the Chairman w.e.f. January 18, 2024.
2Appointed as a member w.e.f. October 20, 2023.
3Ceased to be a member w.e.f. August 27, 2023. 3.9 Management Committee: the Act. Such authorizations inter-alia includes to
4Appointed as the Chairman w.e.f. August 27, 2023 and was re-designated as a member w.e.f. January 18, 2024. decide on matters w.r.t direct assignment deal,
5Ceased to be the Chairman w.e.f. August 26, 2023. a. Terms of reference:
acceptance of term loans, credit facilities of any
7Ceased to be a member w.e.f. January 18, 2024.
The Management Committee constituted by the type, other borrowings etc., opening and closing
8Appointed as a member w.e.f. July 07, 2023, and was re-designated as Chief Technology Officer w.e.f. March 24, 2024. Board of Directors is to execute Board’s directions of current/cash credit account and inclusion and
9Ceased to be a member w.e.f. March 23, 2024. and facilitate operational matters and to perform deletion of the authorized signatories to the said
its executive role on matters which are within current/cash credit account opened in the name
The constitution of the Committee is in accordance with the ITGRCA Directions. the purview of delegated powers by the Board of the Company.
c. Meetings and attendance: from time to time subject to the provisions of
Sr. No. Name of Members Attendance of IT Strategy
Committee Members b. Composition:
18/04/2023 17/10/2023 The Management Committee comprises of 2 (Two) Executive Directors, 1 (One) Non-Executive Director
1. Mr. Bontha Prasada Rao √ √ and 2 (Two) Non-Executive, Independent Directors. The composition of the Management Committee
2. Mr. Abhay Bhutada √ √ during the financial year 2023-24 was as follows:
3. Mr. Sunil Samdani - -
4. Mr. Sajid Fazalbhoy √ √ Sr. No. Name of the Members Committee designation Category
5. Mr. Amar Deshpande √ - 1. Mr. Abhay Bhutada Chairman Executive
6. Mr. Atul Kumar Gupta √ √ 2. Mr. Sunil Samdani1 Member Executive
7. Mr. G Jaganmohan Rao √ -
8. Mr. Ashish Mehta - √
4. Mr. Bontha Prasada Rao2 Member Non-Executive, Independent
9. Mr. Atul Garg √ √
5. Mr. Prabhakar Dalal3 Member Non-Executive, Independent
10. Mr. Dhiraj Saxena - √
11. Mr. Kandarp Kant √ √ 6. Mr. Atul Kumar Gupta4 Member Non-Executive, Independent
√ Present, • Absent, - Not Applicable 7. Ms. Kemisha Soni5 Member Non-Executive, Independent
1Appointed as a member w.e.f. October 20, 2023.
2Ceased to be a member w.e.f. January 30, 2024.
3.8 Review Committee: • Give the non co-operative borrower,
opportunity of being heard, where it
a. Terms of reference: 4Ceased to be member w.e.f. August 27, 2023.
deems fit;
The terms of reference of the Review Committee 5Appointed as a member w.e.f. January 30, 2024.
is in accordance with the RBI Circular on Non – • Pass the final order, as to whether to classify
cooperative borrowers. The terms of reference a borrower as non co-operative or not, after
broadly include: due consideration of all the facts of the case.
The order so passed shall be treated binding
• Review the order passed by the Credit
on the borrower and the Chairman of the
Committee of the Company w.r.t.
Committee will report to the Board after
classification of non co-operative borrowers;
each Committee meeting and circulate the
• Seek necessary information from the minutes of the Committee.
Credit Committee;

c. Meetings and attendance: b. Composition and Meetings: 3.12 IT Steering Committee:

Sr. Name of Members Attendance of Management Committee Members As on March 31, 2024, the Environmental and
a. Terms of Reference:
No. Social Governance Committee comprises of
14/04/ 28/06/ 27/09/ 05/12/ 22/12/ 24/02/ 21/03/ 29/03/
2023 2023 2023 2023 2023 2024 2024 2024 Mr. Abhay Bhutada, Managing Director who he IT Steering Committee was re-constituted
T
serves as the Chairman of the Committee, on January 18, 2024. The composition and
1. Mr. Abhay Bhutada √ √ √ √ √ √ √ •
Mr. Sunil Samdani, Executive Director and other terms of reference of the Committee is in
2. Mr. Sunil Samdani - - - √ √ √ √ √
representatives of senior management viz. accordance with ITGRCA Directions. The terms
3. Mr. Amar Deshpande √ √ √ √ √ √ √ √
Chief of Staff, Chief Compliance Officer, Chief of the reference broadly include:
4. Mr. Bontha Prasada √ √ √ • √ - - -
Rao Risk Officer, Chief Financial Officer, Head HR as • Assist the IT Strategic Committee in
5. Mr. Prabhakar Dalal - - √ √ √ √ √ √ other members. strategic IT planning, oversight of IT
6. Mr. Atul Kumar Gupta √ √ - - - - - -

During the year, 1 (One) meeting of the performance, and aligning IT activities with
7. Ms. Kemisha Soni - - - - - √ √ √ business needs;
Environmental and Social Governance
√ Present, • Absent, - Not Applicable Committee was held on January 10, 2024. • Oversee the processes put in place for
business continuity and disaster recovery;
Other Committees of the Company: ideas and support them in change needed 3.11Information Security Committee:
to deliver the Sustainability Strategy; • Ensure implementation of a robust IT
In addition to the above stated 9 (Nine) a. Terms of Reference:
architecture meeting statutory and
committees, the Company has following • Reviewing the organization’s performance he Information Security Committee was
T regulatory compliance; and
committees which have been constituted as a against its sustainability targets and constituted on January 18, 2024. The
part of good corporate governance practices ambitions on a regular basis; composition and terms of reference of the • Update IT Strategy Committee and
and the same are in compliance with the Committee is in accordance with the RBI Managing Director/Chief Executive Officer
requirements of the relevant provisions of • Receiving and reviewing regular business periodically on the activities of IT Steering
Master Direction on Information Technology
applicable laws: updates and reports across the organization Committee.
Governance, Risk, Controls and Assurance
on performance against the Sustainability
- Environmental and Social Practices. The terms of the reference
Strategy / Roadmap; b. Composition and Meetings:
Governance Committee; broadly include:
• Ensuring that the Committee and the As on March 31, 2024, the IT Steering Committee
- Information Security Committee; • Development of information/ cyber security comprises of Mr. Abhay Bhutada, Managing
Board are kept up to date of any regulatory
policies, implementation of policies, Director who serves as the Chairman of the
- IT Steering Committee; and changes in relation to sustainability which
standards and procedures to ensure that Committee, Mr. Sunil Samdani, Executive
impact the business of the organization
- Customer Service Committee. all identified risks are managed within the Director and other representatives of senior
and its Sustainability Strategy / Roadmap or
Regulated Entity’s risk appetite; management viz. Chief Technology Officer, Chief
All decisions pertaining to the constitution of implementation of this strategy;
• Approving and monitoring information Financial Officer, Head of Retail Assets, Chief
Committees and appointment of members are • While overseeing the implementation of the
security projects and security awareness Internal Auditor, Chief Marketing Officer, Chief of
taken by the Board of Directors. The terms of sustainability, the Committee will engage
initiatives; Staff, Chief Compliance Officer, Chief Risk Officer,
reference or charter of the aforesaid Committees with the various departments to expand as other members. Chief Information Security
is decided by the Board. The role and composition the scope of the Sustainability Strategy / • Reviewing cyber incidents, information Officer of the Company shall be the permanent
including the number of meetings are given Roadmap; systems audit observations, monitoring invitee to the IT Steering Committee meeting.
below. Ms. Shabnum Zaman, Company Secretary, and mitigation activities;
acts as the Secretary to the Committees. • Reviewing the Company’s public
During the year, meeting of IT Steering
sustainability reporting prior to its release; • Updating IT Strategy Committee and Committee was held October 16, 2023.
3.10 Environmental and Social Governance Managing Director/Chief Executive Officer
• Reviewing the extent and effectiveness The Committee shall meet on a quarterly basis
Committee: periodically on the activities of Information
of the organization’s external reporting of w.e.f April 01, 2024.
Security Committee.
a. Terms of Reference: sustainability performance and participation
The terms of reference of the Environmental and in relevant external benchmarking indices b. Composition and Meetings: 3.13Customer Service Committee:
Social Governance Committee are in accordance as assessed by third party ratings agencies;
As on March 31, 2024, the Information Security a. Terms of Reference:
with the SEBI Listing Regulations. The terms of • Understanding and regularly reviewing Committee comprises of Chief Risk Officer , who
The Customer Service Committee was
the reference broadly include: the concerns and material risks/ topics to serves as the Chairman of the Committee, and constituted by the Board on January 18, 2024.
• Reviewing the implementation of the the business as perceived by key external other representatives of senior management viz. The composition and terms of reference of
Sustainability Strategy/ Roadmap and stakeholders such as investors, universities Chief Information Security Officer, Head of Retail the Committee is in accordance with Master
reporting to the Board on this and customers, and the effectiveness of Assets, Chief Technology Officer, Chief of Staff, Direction-Reserve Bank of India (Internal
implementation; the Sustainability Strategy/ Roadmap in Chief Compliance Officer, as other members. Ombudsman for Regulated Entities) Directions,
addressing these. 2023.The terms of the reference broadly include:
• Providing a forum for those implementing
The Committee shall meet on a quarterly
the Sustainability Strategy / Roadmap to test basis. The first meeting of Information Security • Review of periodic reports (including the
Committee Meeting was held on April 12, 2024. analysis of complaints) on quarterly basis;

•
Review of cases where the decision of Non-Executive Director who serves as the b. Non-Executive Directors: Remuneration to Non-Executive Directors is paid by the way of Sitting Fees/
Internal Ombudsman has been rejected by Chairman of the Committee, Mr. Sunil Samdani, Commission. The criteria for payment of remuneration to Non-Executive Directors is in consonance with
the Company; Executive Director and representative of senior the Remuneration Policy of the Company which is available on our website i.e. https://poonawallafincorp.
management viz. Chief Compliance Officer, as com/pfca/assets/pdf/Remuneration-Policy.pdf
• Approve and review of SOP of Customer
the member. Principal and Nodal Officer and
Service processes; and The details of the remuneration paid to the directors for the financial year ended March 31, 2024, is
Internal Ombudsman of the Company shall
as follows:
•
Review the terms and conditions of be the permanent invitees to the Customer
(H In Crores)
appointment of Internal Ombudsman Service Committee.
Sr.No. Directors Salary and Commission Share Based Sitting fees Total
and recommend the same to the Board

The Committee shall meet on a quarterly allowances (variable) Payment
for approval.
basis. The first meeting of Customer Service 1. Mr. Adar Cyrus Poonawalla - - - 0.06 0.06
b. Composition and Meetings: Committee Meeting was held on April 26, 2024. 2. Mr. Abhay Bhutada 5.00 - 236.21 - 241.21
3. Mr. Sunil Samdani1 2.48 - - - 2.48
As on March 31, 2024, the Customer Service
4. Mr. Amar Deshpande - - - 0.37 0.37
Committee comprises of Mr. Amar Deshpande,
5. Mr. Sajid Fazalbhoy - - - 0.09 0.09
6. Mr. Bontha Prasada Rao - 0.50 - 0.16 0.66
4. PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES THEREIN SINCE THE
7. Mr. Prabhakar Dalal - 0.50 - 0.29 0.79
CLOSE OF THE PREVIOUS FINANCIAL YEAR:
8. Mr. Sanjay Kumar - 0.50 - 0.23 0.73
During the year under review, following are the changes in the senior management: 9. Mr. Atul Kumar Gupta - 0.50 - 0.21 0.71
10. Ms. Kemisha Soni2 - 0.08 - 0.01 0.09
Sr.No. Name of the Senior Designation Date of Date of Reason of cessation
Management Personnel Appointment cessation 11. Mr. G Jaganmohan Rao3 - - - 0.15 0.15
1. Mr. Kumar Gaurav Chief Marketing 14/08/2023 N.A. N.A. 12. Mrs. Vijayalakshmi R Iyer4 - - - 0.16 0.16
Officer Total 7.48 2.08 236.21 1.74 247.51
2. Mr. Mahender Bagrodia Head-Collections NA 12/10/2023 Early retirement 1Appointed as the Executive Director years w.e.f. October 20, 2023.
3. Mr. Digvijoy Singh National Credit 04/12/2023 N.A. N.A. 2Appointed as an Independent Director w.e.f. January 30, 2024.
Manager -Secured
3Resigned as an Independent Director w.e.f. August 26, 2023.
Loans
4Ceased to be an Independent Director w.e.f. January 30, 2024.
4. Mr. Atul Garg Chief Information 24/01/2023 07/11/2023 In view of change in structure
Officer and reporting matrix
5. Mr. Kandarp Kant Lead Special 24/03/2024 23/04/2024 Change in Designation from
Projects Chief Technology Officer to (A) Salient features of the agreement executed 7.
ESOP/RSO: Eligible to participate in the
Lead Special projects. with the Managing Director: Company’s RSO/ ESOP Plan. The Nomination
6. Mr. Dhiraj Saxena Chief Technology 24/03/2024 N.A. Re-designation from Chief and Remuneration Committee granted 76 Lakh
Officer Transformation Officer to Chief 1. Period of appointment: 5 (Five) years
awards under Restricted Stock Option Plan-
Technology Officer.
2. Remuneration: H5,00,00,007/- (Rupees Five 2014 at an exercise price of H2/- each.
As on March 31, 2024, the Senior Management Personnel comprises of Mr. Sanjay Miranka, Chief Financial Crores and Seven only) per annum
(B) Salient features of the Agreement executed
Officer, Ms. Shabnum Zaman, Company Secretary, Mr. Anup Agarwal, Chief Internal Auditor, Mr. Manoj
3. Commission: Not exceeding 1% of the Net Profits with Executive Director:
Kutty Gujaran, Chief Compliance Officer, Mr. Rajendra Tathare, Chief Risk Officer, Mr. Dhiraj Saxena, Chief
of the Company, payable annually, calculated in
Technology Officer, Mr. Ashish Mehta, Chief of Staff, Ms. Smita Mitra, Head HR, Mr. Manish Chaudhari, 1. Period of appointment: 5 (Five) years
the manner laid down in section 198 of the Act.
Head of Retail Assets, Mr. Hiren Shah, Head Investor Relations & Strategy BIU, Mr. Kumar Gaurav, Chief
2. Remuneration: H3,30,00,000/- (Rupees Three
Marketing Officer, Mr. Kirti Vyas, National Credit Manager-Unsecured Products and Mr. Digvijoy Singh, 4. A. Basic Salary: H16,66,667/- per month
Crores Thirty Lacs only only) per annum
National Credit Manager-Secured Loans.
B. Benefits, perquisites and allowances:
3. A. Basic Salary: H1,32,00,000/- per annum
5. REMUNERATION OF DIRECTORS: a.
Housing Rent Allowance @ 40% of Basic
B. Benefits, perquisites and allowances :
a. Executive Directors: Remuneration payable to the Executive Directors is in line with the Act, SEBI Listing Salary – H666,667/- per month
Regulations and RBI Scale Based Regulation and Remuneration Policy for remunerating directors/ a.
Housing Rent Allowance : H52,80,000/-
b. Special Allowance – H17,53,205/- per month
KMPs. Remuneration of Executive Directors includes fixed salary, perquisites, variable pay in the form of per annum.
commission, other benefits, and allowances and certain retiral benefits. The remuneration to Executive c. Gratuity: Gratuity payable shall not exceed
b. Special Allowance : H1,23,01,080/- per annum
Directors is determined by the Nomination and Remuneration Committee which is subsequently approved half a month’s salary for each completed
by the Board of Directors as per the authority given by the Shareholders at the General Meeting. year of service. c. Gratuity: Gratuity payable shall not exceed
half a month’s salary for each completed
5. Notice period: Three months prior written notice
year of service.
to the Company.
4. otice period: Three months prior written notice
N
6. Severance fees: There is no separate provision for
to the Company.
payment of severance fees.

5. Severance fees: There is no separate provision for protect such investor/s interests and such i) use the services of an external agency, • Directors shall be reimbursed any
payment of severance fees. appointments shall usually be governed by if required; travel or other expenses, incurred by
the investment/ subscription agreement/s them, for attending the Board and
6.
Annual Performance Bonus: H70,00,000/- ii) consider candidates from a wide range
the Company has/will have with such Committee meetings;
(Rupees Seventy Lacs only). of backgrounds, having due regard to
investor/s;
diversity; and • Additionally, the Independent Directors be
7. ESOP: Eligible to participate in the Company’s
• Independent Directors will be selected on paid remuneration by way of commission for
ESOP Scheme(s). The Nomination and iii) consider the time commitments of
the basis of identification of industry/ subject each financial year:
Remuneration Committee granted 10 lakhs the candidates.
leaders with strong experience. The advisory
stock options under Employee Stock Option i) Total commission pay out to all
area and therefore the role, may be defined • At the time of selection, Board shall review
Plan- 2021 at an exercise price of H300.26/‐ each. Independent Directors (including Non-
for each Independent Director; the candidature on skill, experience and
Executive Directors) in aggregate shall
1One-time joining bonus: H1,00,00,000/- (Rupees
8. knowledge to ensure an overall balance
• SMP shall usually comprises the function be restricted to a limit of 1% of net
One Crore only). in the Board so as to enable the Board to
and business heads who directly report to profits of the Company as determined
discharge its functions and duties effectively;
1Claw back clause – In case of resignation on or
Chief Executive Officer/Managing Director in accordance with Section 198 of the
before 36 months of completion of service, 100% /Whole-time Director and the Company • Any appointment of the Independent Act, further subject to recommendation
joining bonus will be clawed back. Secretary and Chief Financial Officer; Director shall be approved at the meeting of by the NRC and determination by the
the shareholders by way of special resolution, Board, as further subject to approval by
a. Pecuniary relationship or transactions: • For any SMP recruitment, it is critical to
at the next general meeting or within a time the shareholders of the Company at the
identify the necessity for that role in the

There were no pecuniary relationship or period of three months from the date of Annual General Meeting.
context of the Company. In order to validate
transactions of the Non-Executive Directors vis- appointment, whichever is earlier;
the requirement ii) The Independent Directors may be
a-vis the Company during the year other than
• Director’s Independence test shall be paid remuneration in case of no profits
receipt of sitting fees for the meetings of Board i) Job Description (‘JD’) along with
conducted as per the conditions specified in or inadequate profit in addition to the
and its Committees, commission and their profile fitment characteristics from a
the Act and the rules thereunder; sitting fees as per the provisions of
shareholding, if any, in the Company. personality, experience and qualification
Schedule V of the Act.
point of view shall be created; • Board’s expectation from each Independent
b. Remuneration Policy: Director shall be clearly mentioned in the iii) NRC shall recommend quantum
ii) The recruitment process shall generally

Based on the recommendation of the appointment letter; of commission which, in its
involve meetings with Head- HR, CEO,
Nomination and Remuneration Committee, the best judgement and opinion is
MD and/or identified members of • The Independent Director shall confirm
Board of Directors has adopted a Remuneration commensurate with the level of
the Nomination and Remuneration having read and complied with the
Policy which, inter alia, deals with the engagement each Independent
Committee (‘NRC’) and Board, on the Company’s Code of Conduct. They
manner of selection of Board of Directors and Director would have with the members
basis of which the candidature will shall also need to confirm and sign the
Executive Directors and their remuneration. of SMP and/or other Board members,
be finalised; Independence Test;
The Remuneration Policy is in consonance towards providing inputs, insights
with the industry practice. The Policy of the iii) The total remuneration to be offered • The remuneration of the directors shall and guidance on various matters of
Company is available on our website i.e. https:// to the new candidate as above, shall be established on the reasonability and importance from time to time.
p o o n a w a l l a f i n c o r p . c o m /p f c a /a s s e t s /p d f/ be placed before the NRC for their sufficiency of level in order to attract, retain
• The remuneration paid to Managing Director
Remuneration-Policy.pdf concurrence and recommendation to and motivate the directors; and
/ Whole-time Director(s) shall be considered
the Board. Thereafter, the offer shall be
c.
Selection criteria for Directors, Senior • Company Secretary shall be involved in the by the NRC considering various parameters
rolled out to the new candidate.
Management Personnel (‘SMP’) and Key familiarisation/ induction process for the included in this policy document and
Managerial Personnel (‘KMP’): d.
Independence test for the Independent Independent Director/s. recommended to the Board for approval. This
Directors to be appointed: shall be further subject to the approval of the
• Selection of Executive Director/s shall be e.
Remuneration policy for the Directors Members at the next General Meeting of the
on the line of selection criteria laid down • For each Independent Director, the (including Independent Directors), Key Company in consonance with the provisions
for Independent Directors, insofar as those appointment shall be based on the balance Managerial Personnel (‘KMP’) and Senior of the Act and the rules made thereunder;
criteria are not inconsistent with the nature of skills, knowledge and experience, in the Management Personnel (‘SMP’):
of appointment and in accordance with existing Board and roles and capabilities • For KMP and SMP, remuneration shall
• The Non-Executive Directors including
the provisions of Articles of Association; required of an Independent Director; be based on the key responsibility areas
Independent Directors would be paid sitting
Committee is responsible for identification, identified and the achievement thereof.
• The role and duties of the Independent fees subject to the limits prescribed under
shortlisting and recommendation of the The increments shall usually be linked to
Director shall be clearly specified by the Act, or any amendments thereto, as
candidature of person for the position of their performance as well performance of
highlighting the Committees they are may be determined by the NRC from time
Managing Director or any other director to the Company. The total compensation shall
expected to serve on, as well as the to time, for attending each meeting(s) of the
the Board of Directors or appointed in the comprise of fixed and variable components.
expectations of the Board from them; Board and Committees thereof;
senior management of the Company; Fixed compensation will be determined
• For the purpose of identifying suitable based on size and scope of the job, trends
• Nominee Directors shall be taken on Board,
candidates, the NRC may:
as and when nominated by the investor/s to

in the market value of the job and the privy to unpublished price-sensitive information Company who are responsible for assisting and Corporate Affairs. The XBRL filings are done on
skills, experience, and performance of of the Company are governed by this Code. handling investor grievances, the distribution the NEAPS portal as well as the BSE online portal.
the employee. Fixed compensation will schedule, credit ratings and Code of Conduct are
The Code of Fair Disclosure may be referred to, i. (a) SEBI Complaints Redress System
include basic salary, HRA, special allowance, uploaded on the website.
at the website of the Company at its weblink i.e. (‘SCORES’):
contribution to provident fund, gratuity etc;
https://poonawallafincorp.com/pfca/assets/pdf/ d.
Presentations to institutional investors / The investor complaints are processed in a
• KMP and SMP may also be eligible for Long Code-of-Fair-Disclosure.pdf analysts: centralised web-based complaints redress
Term Incentive Plan in the form of stock
8.
MEANS OF COMMUNICATION WITH Official news releases, detailed presentations system. The salient features of this system
options or any other equivalent instrument.
SHAREHOLDERS made to media, analysts, institutional investors, are: Centralised database of all complaints,
6. SUBSIDIARY COMPANY: etc. are displayed on the Company’s website online upload of Action Taken Reports
a. Quarterly, Half Yearly and Annual Results: at www.poonawallafincorp.com. During the (ATRs) by concerned companies and online

Regulation 16(1)(c) of the SEBI Listing

The quarterly/half yearly/un-audited/audited financial year 2023-24, Analyst Conference viewing by investors of actions taken on the
Regulations defines a ‘material subsidiary’ to
financial results of the Company are sent to Calls were conducted on April 26, 2023, July 24, complaint and its current status.
mean a subsidiary, whose income or net worth
the Stock Exchanges immediately after they 2023, October 21, 2023 and January 18, 2024.
exceeds ten percent of the consolidated income (b) Online Resolution of Disputes in the Indian
are approved by the Board of Directors. These Presentations to Institutional Investor/ Analysts
or net worth respectively, of the listed entity and Securities Market through Online Dispute
results are simultaneously posted on the website are uploaded on the Company’s website https://
its subsidiaries in the immediately preceding Resolution (‘ODR’) Portal:
of the Company at www.poonawallafincorp. poonawallafincorp.com/investor-financials.php
accounting year.
com pursuant to Regulation 47 of SEBI under ‘Investors’ section. Transcript and audio I.
Securities and Exchange Board of India
On July 26, 2023, Grihum Housing Finance Listing Regulations. recordings are also uploaded on our website. (‘SEBI’) vide circular no. SEBI/HO/OIAE/
Limited (GHFL) (formerly known as Poonawalla OIAE_IAD- 1/P/CIR/2023/131 dated July 31,

Quarterly, half-yearly and annual financial e. Press releases:
Housing Finance Limited), subsidiary of 2023 issued guidelines for online resolution
results of the Company are published in widely
Poonawalla Fincorp Limited had ceased to be Press reports are given on important occasions. of disputes in the Indian securities market
circulated national newspapers, as per the details
a subsidiary of the Company by divesting the They are sent to Stock Exchanges and also through establishment of a common ODR
given below:
entire stake in GHFL to Perseus SG Pte. Ltd. placed on the Company’s website at www. Portal which harnesses online conciliation
1. The Financial Express (English language) poonawallafincorp.com and online arbitration for resolution of
The Company has also complied with the other
disputes arising between investors/clients
provisions of Regulation 24 of the SEBI Listing 2. Loksatta (Marathi language) f.
NSE Electronic Application Processing and listed companies (including their
Regulations with regard to Corporate Governance System (‘NEAPS’):
b.
Annual Reports and Annual General RTA's) or specified intermediaries/regulated
requirements for subsidiary Company.
Meetings: NEAPS is a web-based application designed by entities in the securities market.
The Policy for determining Material Subsidiaries NSE for corporates. All periodical compliance

The Annual Reports are emailed/posted to II. SEBI vide circular no. SEBI/HO/OIAE/OIAE_
as approved by the Board may be referred to, at filings like shareholding pattern, corporate
Shareholder and others entitled to receive them. IAD-1/P/CIR/2023/135 dated August 04,
the website of the Company at its weblink i.e., governance report, media releases, among
The Annual Reports are also available on the 2023, has further clarified that the investor
https://poonawallafincorp.com/pfca/assets/pdf/ others are filed electronically on NEAPS.
Company’s website at https://poonawallafincorp. shall first take up his/her/their grievance with
Policy-on-Material-Subsidiary.pdf
com/investor-financials.php. The Company also g. BSE Listing Centre (‘Listing Centre’): the Market Participant (Listed Companies,
7.
CODE FOR PREVENTION OF INSIDER- provides live webcast facility of its AGM in co- specified intermediaries, regulated entities)
BSE’s Listing Centre is a web-based application
TRADING PRACTICES: ordination with NSDL. In line with the MCA by lodging a complaint directly with
designed by BSE for corporates. All periodical
Circulars dated April 8, 2020 , April 13, 2020 and the concerned Market Participant. If the
As per the SEBI (Prohibition of Insider Trading) compliance filings like shareholding pattern,
September 25, 2023 and SEBI Circulars dated grievance is not redressed satisfactorily, the
Regulations 2015, the Compliance Officer is corporate governance report, media releases,
May 13, 2022 and October 07, 2023, the Notice investor may, escalate the same through the
responsible for setting forth policies, procedures, among others are also filed electronically on the
of the AGM along with the Annual Report 2022- SCORES Portal https://scores.sebi.gov.in/ in
monitoring adherence to the rules for the Listing Centre.
23 was sent only through electronic mode to accordance with the process laid out. After
preservation of price-sensitive information, pre-
those Shareholders whose e-mail addresses h. eXtensible Business Reporting Language exhausting the above options for resolution
clearance of trade, monitoring of trades and
were registered. (‘XBRL’): of the grievance, if the investor is still not
implementation of the Code of Conduct for
satisfied with the outcome, he/she/they
trading in Company’s securities under the overall c. Website: XBRL is a standardized and structured way of
can initiate dispute resolution through the
supervision of the Board. communicating business and financial data in
Comprehensive information about the Company, ODR Portal.
an electronic form. XBRL provides a language
The Company has in place Board approved Code its business and operations, press releases
containing various definitions (tags) which III. The SMART ODR Portal can be accessed at:
of Conduct to Regulate , Monitor and Report and and investor information can be viewed at the
uniquely represent the contents of each piece of https://smartodr.in/login.
Trading by Designated Persons as well as a Code Company’s website at www.poonawallafincorp.
financial statements or other kinds of compliance
of Practices and Procedures for Fair Disclosure com. The website contains a complete overview j. Reminder to investors:
and business reports. BSE and NSE provide XBRL
of Unpublished Price Sensitive Information in of the Company. The Company’s Annual
based compliance reporting featuring identical Communications to claim unclaimed/unencashed
accordance with aforesaid Regulations. All the Report, financial results, details of its business,
and homogeneous compliance data structures dividend on shares were sent to the concerned
Directors on the Board, Senior Management at shareholding pattern, investors’ presentation,
between Stock Exchanges and Ministry of Shareholders through speed post.
all locations and other employees who could be compliance with Corporate Governance, contact
information of the designated officials of the

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: c. Postal Ballot:

The Management's Discussion & Analysis Report, giving an overview of the financial services industry, its During the year under review, Company sought the approval of the Members by means of 4 (Four) Postal
business and its financials, forms part of this Report. Ballots conducted through Remote E-voting for the following business, which was duly passed with
requisite majority, details appearing herein below:
10. GENERAL BODY MEETINGS:
Date of resolution Resolution Particulars of Resolutions Voting Pattern
a. Location and time of the last three Annual General Meetings: passed passed
% of votes % of votes
cast in favour cast against
Financial Venue Day and date Time Particulars of Special Resolutions passed of resolution the resolution
Year ended
October 13, 2023 Special Re-designation of Mr. Atul Kumar Gupta 90.9808 9.0192
2022-23 Meeting was conducted Tuesday, July 02:00 P.M. No special resolution was passed.
(DIN: 01052730) as an Independent Director of the
through Video Conferencing 25, 2023
Company for a period of 3 (Three) years.
(‘VC’)/ Other Audio Visual
Means (‘OAVM’) and deemed January 14, 2024 Special Appointment of Mr. Sunil Samdani (DIN: 10301175) 99.3417 0.6583
venue was Registered Office as a Whole-time Director (Executive Director) of the
of the Company at ‘201 & 202, Company.
2nd Floor, AP81, Koregoan February 19, 2024 Special Approval for the Employees Stock Option Plan – 90.5258 9.4742
Park Annex, Mundhwa, Pune – 2024 through an employee welfare trust.
411036, Maharashtra.
Approval for secondary acquisition of shares of 90.5258 9.4742
the Company by an employee welfare trust for the
2021-22 Meeting was conducted Friday, July 02:00 P.M. No special resolution was passed. purpose of implementation of Employee Stock
through Video Conferencing 29, 2022 Option Plan – 2024.
(‘VC’)/ Other Audio Visual Extension of the Employee Stock Option Plan – 90.5252 9.4748
Means (‘OAVM’) and deemed 2024 to the employees of the holding company
venue was Registered Office and subsidiary company(ies) (if any, in future) of the
of the Company at ‘ 601, 6th Company.
floor, Zero One IT Park, Survey
No. 79/1, Ghorpadi, Mundhwa Grant of employee stock options equal to or 90.5252 9.4748
Road, Pune- 411036, exceeding 1% of the issued share capital of the
Maharashtra Company to identified employees of the Company.
Grant of employee stock options equal to or 90.5249 9.4751
2020-21 Meeting was conducted Saturday, 02:00 P.M. 6(Six) Special resolutions mentioned exceeding 1% of the issued share capital of the
through Video Conferencing August 28 below was passed with requisite majority: Company to identified employees of the holding
(‘VC’)/ Other Audio Visual 2021 1.
Appointment of Mr. Sajid Fazalbhoy and subsidiary(ies) companies of the Company.
Means (‘OAVM’) and deemed (DIN: 00022760) as an Independent Provision of money by the Company for purchase 90.5257 9.4743
venue was Registered Office of Director of the Company of its own shares by the employee welfare trust for
the Company at ‘Development the benefit of its Employees under Employee Stock
House’, 24, Park Street, 2.
Appointment of Mr. Prabhakar Dalal
(DIN: 00544948) as an Independent Option Plan 2024
Kolkata–700016.
Director of the Company. March 07, 2024 Special Appointment of Ms. Kemisha Soni (DIN:06805708) 99.9986 0.0014
3.
Appointment of Mr. Abhay Bhutada as a Non-Executive Independent Director of the
(DIN: 03330542) as Managing Director Company for a period of 3 years.
of the Company
4.
Appointment of Mr. Sanjay Chamria
(DIN: 00009894) as Whole-time
Director of the Company designated as d.
Special Resolutions proposed to be e. Procedure followed for Postal Ballot:
Executive Vice Chairman conducted through Postal Ballot: In compliance with the provisions of Sections
5.
Payment of existing remuneration to i. Approval of Employee Stock Option Plan - 108 and 110 and other applicable provisions
Mr. Sanjay Chamria (DIN: 00009894),
Whole-time Director of the Company
2024 – Scheme - II. of the Act, read with the Management Rules,
presently designated as Executive Regulation 44 of the SEBI Listing Regulations
ii.
Extension of the Employee Stock Option
Vice Chairman of the Company for the and the MCA Circulars, Members can vote only
financial year 2020- 21 Plan - 2024 to the employees of the holding
through the remote e-voting. Accordingly, the
6.
Payment of existing remuneration to company and subsidiary company(ies)
Company provided remote e-voting facility to all
Mr. Mayank Poddar (DIN:00009409), (if any, in future) of the Company.
its Members to cast their votes electronically and
erstwhile Whole-time Director of the
Company for the period April 1, 2020 iii.
Grant of employee stock options equal to engaged the services of National Securities and
to November 7, 2020 or exceeding 1% of the issued share capital Depository Limited (‘NSDL’) for facilitating the
of the Company to identified employees of e-voting process.
Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management
the Company.
and Administration) Rules, 2014 (‘Management Rules’), as amended from time to time and the provisions Mr. Girish Bhatia (FCS: 3295 CP: 13792), Practising
of Regulation 44 of the SEBI Listing Regulations, the Company has been providing remote e-voting facility iv.
Re-appointment of Mr. Prabhakar Dalal Company Secretary, acted as the Scrutinizer, for
to its members to enable them to cast their votes by electronic means on all resolutions. (DIN: 00544948) as an Independent conducting the aforesaid Postal Ballot process,
Director of the Company for a second term in a fair and transparent manner.
b. Location and time of the Extra Ordinary General Meetings (‘EOGM’):
of 3 (Three) years.
During the year under review, Extra Ordinary General Meeting was not conducted.

In terms of the MCA Circulars, the Company sent b) Financial : The financial year covers the f) Market price data:
the Postal Ballot Notices in electronic form only Year period from April 01 to March 31. Monthly high and low quotation during April 01, 2023, to March 31, 2024 is given in the table below:
to its registered shareholders whose e-mail IDs
were registered/available with the Depository c) Dividend : Interim Dividend on Equity Shares BSE Limited National Stock Exchange of India Limited
Participants (DPs)/Registrars and Share Transfer payment @ 100 % i.e. H2/- per Equity Share Month Volume
High (`) Low (`) High (`) Low (`) Volume (Nos.)
Agents (RTAs) as on a cut-off date. Voting rights date and of the face value of H2/- each was (Nos.)
were reckoned on the paid-up value of the shares rate declared by the Company and paid April, 2023 327.70 285.40 26,97,649 327.70 285.25 56,626,711
registered in the names of the Members as on the to the shareholders on February May, 2023 354.75 318.35 23,42,931 354.60 318.55 53,147,260
cut-off date. Members desiring to exercise their 13, 2024, whose names appeared June, 2023 366.20 332.20 15,19,013 366.15 332.10 34,795,450
votes by electronic mode were requested to vote in the Register of Members/ July, 2023 393.70 338.50 29,07,992 393.60 338.55 54,501,050
before close of business hours on the last date of beneficial owners as on the cut-off August, 2023 451.80 383.00 26,85,685 451.50 383.00 56,001,652
e-Voting. The scrutinizer, after the completion of date i.e January 31, 2024. September, 2023 415.65 367.70 25,87,125 417.00 367.90 41,229,004
scrutiny, submitted his report. d) Listing of shares: October, 2023 392.25 343.05 17,15,528 392.30 343.00 34,988,677
November, 2023 411.40 336.35 36,41,605 411.75 336.30 80,438,580
The consolidated results of the voting by postal The Equity Shares of the Company are listed on –
ballot and e-Voting were then announced and December, 2023 452.40 401.55 24,01,247 452.35 401.70 67,862,226
Name of Stock Exchanges:
the results were also displayed at the Registered January, 2024 519.95 429.05 39,79,311 519.70 429.10 60,370,214
Office of the Company and on the Company’s National Stock Exchange of India Limited (NSE) February, 2024 500.00 448.00 17,68,516 499.85 447.75 27,424,820
website besides being communicated to BSE 5, Exchange Plaza, Bandra Kurla Complex, March, 2024 489.65 431.05 26,25,645 489.00 431.20 47,639,085
Limited, National Stock Exchange of India Bandra East, Mumbai – 400 051.
Limited and NSDL. Stock code: POONAWALLA g) Poonawalla Fincorp Share Performance in comparison to broad based indices
ISIN: INE511C01022
11. GENERAL SHAREHOLDERS’ INFORMATION: Share price performance in BSE as compared to Sensex
The Shareholders are kept informed by way of BSE Limited (BSE)
mailing of Annual Reports, notices of Annual Phiroze Jeejeebhoy Towers Dalal Street, 76000 600
General Meetings, Extra Ordinary General Mumbai – 400 001. 74000
500
Meetings, Postal Ballots and other compliances Stock code: 524000 72000
400
under the Act and SEBI Listing Regulations. The ISIN: INE511C01022 70000
Company also issues press releases and publishes 68000 300
quarterly results and Business Updates. e) Payment of Listing Fees: 66000
200
64000
a) AGM details Annual listing fees has been paid by the Company 100
62000
to BSE and NSE for FY 2023-24 as well as for
Date : Tuesday, July 23, 2024 60000 0
FY 2024-25.
Venue : V
enue: Video Conferencing (VC) or 3 3 23 3 23 3 3 3 3
-2 -2 l-2 -2 -2 -2 -2 24 24 r-2
4
through other audio-visual means pr ay n- g- pt ct ov ec n- b-
Ju Ju Au Ja Fe
a
A M Se O N D M
(OAVM).
Deemed Venue: Registered Office BSE PFL BSE Sensex
Time : 02:00 PM IST
Share price performance in NSE as compared to NIFTY
76000 600
74000
500
72000
400
70000
68000 300
66000
200
64000
100
62000
60000 0
3 3 23 3 23 23 23 3 23 24 4 4
r-2 ay
-2 n- l-2 g- t- t- ov
-2 c- n- b -2
ar
-2
Ap Ju Ju Au
p c e Ja Fe
M Se O N D M
NSE PFL NIFTY

h)
None of the Company’s securities have for transmission and transposition of securities, Members are requested to furnish details in the
A copy of such forms can be downloaded
been suspended from trading. held in physical or dematerialised form, in prescribed form as mentioned in the aforesaid from the website of the Company at www.
dematerialised form only. SEBI Circular along with the supporting poonawallafincorp.com or from the website of
i) Registrar and Share Transfer Agents: documents, wherever required, to our RTA, Link our RTA at https://linkintime.co.in/ → Resources→
Process for dematerialisation of shares is available
i)Physical and Demat Mode (Securities) Intime India Pvt. Ltd. for immediate action. Downloads→ KYC →Formats for KYC.
at the website of the Company at weblink i.e.
Link Intime India Private Limited https://poonawallafincorp.com/investor-info.php To raise an email query following is the link:
C-101, 1st Floor, 247 Park, Lal Bahudur Shastri Marg,
Vikhroli (West) Mumbai, 400083, Maharashtra
Simplified Norms for processing Investor
h ttps://liiplweb.linkintime.co.in/rnthelpdesk /
Tel No.: + 022 49186060 Service Request: Service_Request.html
Website: www.linkintime.co.in Mandatory update of PAN, KYC and Nomination
To raise an email query following is the link: details and linking of PAN and Aadhaar by holders k) Distribution of shareholding as on March 31, 2024
h ttps://liiplweb.linkintime.co.in/rnthelpdesk / of physical shares:
Service_Request.html Sr. No. Shareholding of Shares Number of % to total % to total
Shares
SEBI vide its Circular dated March 16, 2023, Shareholders shareholders capital
1. 1 to 500 1,85,093 88.97 1,70,38,486 2.20
ii) Demat Mode (Retail Non-Convertible November 03, 2021 read with December 14,
2. 501 to 1000 10,817 5.20 86,23,446 1.11
Debentures) 2021 has made it mandatory for the shareholders
3. 1001 to 2000 5,574 2.68 85,07,745 1.10
K - Fin Technologies Limited holding shares in physical form to furnish PAN,
4. 2001 to 3000 2,036 0.98 52,29,548 0.67
‘Selenium Tower - B’, KYC details and Nomination in the prescribed
5. 3001 to 4000 942 0.45 33,91,747 0.43
Plot No. 31-32, Financial District, forms to the RTA of the Company. 6. 4001 to 5000 818 0.39 38,72,273 0.50
Nanakramguda, Serilingampally,
Further, SEBI directive vide e-mail to RTA 7. 5001 to 10000 1,304 0.63 97,64,772 1.26
Hyderabad -Rangareddy, Telangana - 500032. dated January 23, 2024, mandated all physical 8. 10001 and above 1,459 0.70 7,18,12,2645 92.71
Tel: + 040 6716 2222 TOTAL 2,08,043 100.00 7,74,55,0662 100.00
shareholders to update their KYC i.e. PAN, Address
E-mail: [email protected] with PIN code, Mobile Number, Bank Account
Website: www.kfintech.com details, Specimen Signature and nomination. l) Shareholding Pattern as on March 31, 2024:
j) Share Transfer System A) In case of non-updation of PAN or Choice
As per the requirement of Regulation 40(9) of Nomination or Contact Details or Mobile
of the SEBI Listing Regulations, the Company Number or Bank Account Details or
has obtained the annual certificate from the Specimen Signature in respect of physical
Company Secretary in practice, confirming folios, dividend/interest etc. shall be paid Shareholding Pattern- 31.03.2024
compliance with the said provisions. only through electronic mode with effect
from April 01, 2024 upon furnishing all the
Trading of shares to be in compulsorily aforesaid details in entirety.
dematerialised form:
B) If a security holder updates the PAN, Choice

The equity shares of the Company can be of Nomination, Contact Details including
traded only in dematerialised form. The Mobile Number, Bank Account Details and Promotor 62%
dematerialisation facility is available with Specimen Signature after April 01, 2024,
National Securities Depository Limited and then the security holder would receive all Foreign Portfolio Investors 8%
Central Depository Services (India) Limited. the dividends/interest etc. declared during
Pursuant to the amendment to Regulation 40 of that period (from April 01, 2024 till date of Institutional(others) 6%
the SEBI Listing Regulations, transfer of shares updation) pertaining to the securities held
held in physical form cannot be processed and Other Body Corporate 4%
after the said updation automatically.
hence, the equity shares are to be compulsorily
The forms for updation of PAN, KYC, bank details NRI 1%
traded in electronic form by all shareholders.
Shareholders holding shares in physical form are and Nomination viz., Forms ISR-1, ISR-2, ISR-3,
Resident Individuals 17%
advised to dematerialize their existing holdings. SH-13 and the said SEBI circular are available on
our website at https://poonawallafincorp.com/ Public (Non-Institutional) 2%
Mandatory dematerialization: investor-info.php.

Pursuant to the amendment to the SEBI
In compliance with the above stated SEBI
Listing Regulations on January 24, 2022, the Circular and SEBI directive vide e-mail to RTA , the
Company shall (i) effect issuance of certificates Company has sent individual communication to
in dematerialised form only, for any requests its shareholders holding shares in the physical
received for subdivision, split, consolidation, form requesting them to update their PAN, KYC
renewal, exchanges, endorsements or issuance details and Nomination.
of duplicate certificates; and (ii) execute requests

m) Dematerialization of shares and liquidity: r)

List of all credit ratings obtained by the Annual General Meeting for the year ending 4. Receive dividends and other corporate benefits
entity along with any revisions thereto March 31, 2025 like rights, bonus shares etc., when declared /
The Company’s shares enjoy demat facility with
during the relevant financial year, for all The Annual General Meeting to consider such announced.
National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited debt instruments of such entity or any annual accounts is held in the second quarter of 5. Inspect minutes book of General Meetings.
(CDSL) having the following ISIN Nos. for Equity fixed deposit programme or any scheme the financial year
or proposal of the listed entity involving 6. Inspect Register of Members.
Shares:-
mobilization of funds, whether in India or v)
Contact person for clarification on
7. Nominate a person to whom his/her shares shall
INE511C01022 for 77,45,50,662 Equity Shares of abroad: Financial Statements:
vest in the event of death.
H2/- each.
For clarification on Financial Statements,
Instrument Ratings Rating Agency
kindly contact: 8.
Seek relief in case of oppression and
As on March 31, 2024, 77,44,05,807 Equity Rating Under Basel
Mr. Sanjay Miranka mismanagement in the manner given under
Shares constituting 99.98% Equity Shares of the Guidelines
Commercial Paper/ A1+ CARE/ CRISIL
Chief Financial Officer Section 241 of the Act.
total holding were held in demat mode.
Short Term Bank Email: [email protected]
9. Seek relief in case the affairs of the Company are
Members still holding physical share certificates Facilities
w) Nomination facility: managed in a manner prejudicial to the interest
are requested to dematerialize their shares by Secured Non- AAA; Stable / CARE, CRISIL,
Convertible AA+;Stable ACUITE/ of the Company or its members by virtue of a
approaching any of the Depository Participants As per the provisions of Section 72 of the Act,
Debentures BRICKWORK Class Action Suit under Section 245 of the Act .
registered with the Securities and Exchange the facility for making nominations is available
Unsecured Sub-debt AAA;Stable / CARE, CRISIL,
Board of India (SEBI). AA+;Stable ACUITE/ to the Members in respect of the shares held z) Debt Securities Listing:
BRICKWORK by them. Members who have not yet registered
n) Outstanding GDRs/ADRs/Warrants or any The Wholesale Debt Market (WDM) Segment of
Perpetual Debt AA+;Stable CARE / CRISIL their nomination, are requested to register
Convertible instruments, conversion date Instruments BSE and NSE
the same by submitting Form No. SH-13. If a
and likely impact on equity: Long Term Banking AAA;Stable CARE / CRISIL member desires to opt-out or cancel the earlier
Facilities aa) Debenture Trustees

As on March 31, 2024, there are no nomination and record a fresh nomination, the
Pursuant to Regulation 53 of the SEBI Listing
Outstanding GDRs/ADRs/Warrants or any s) Company’s registered office: Member may submit the same in form ISR-3 or
Regulations the name and contact details of the
Convertible instruments. form SH-14, as the case may be. The said forms
201 and 202, 2nd Floor, AP 81, Koregaon Park Debenture Trustee for the privately placed NCDs
can be downloaded from the Company’s website
o) Commodity Price Risk or Foreign Exchange Annex, Mundhwa, Pune- 411036, Maharashtra. and retail NCDs are given below:
under the weblink at https://poonawallafincorp.
Risk and Hedging activities: com/investor-info.php Members are requested
t) Book Closure date: (i) IDBI Trusteeship Services Limited
Your Company does not deal in any commodity to submit the said form to their respective
The register of members and share transfer Universal Insurance Building,
and hence is not directly exposed to any Depository Participants in case the shares are
books of the Company will remain closed from Ground Floor, Sir P.M. Road, Fort, Mumbai –
commodity price risk. Accordingly, the held in electronic form, and to the RTA in case the
Wednesday, July 17, 2024, to Tuesday , July 23, 400001,Maharashtra.
disclosure pursuant to SEBI Circular No. SEBI/ shares are held in physical form.
2024 (both days inclusive). Tel: +91 22 4080 7000 ;
H O / C F D / C M D1 / C I R / P/ 2018 /0 0 0 0 0 0 0141
x) Requirement of PAN: Fax: +91 22 6631 1776
dated November 15, 2018 is not required to be u) Financial calendar (tentative): E-mail: [email protected]
furnished by the Company. Members who hold shares in the physical form
Financial reporting for the quarter ending Investor Grievance Email:
are advised that in terms of the SEBI Listing
p) Plant locations: [email protected]
01st quarter ending June 30, 2024 Regulations, for transmissions of shares etc., a
In view of the nature of business activities carried copy of the PAN card along with other necessary (ii) Catalyst Trusteeship Limited
End of the subsequent month from the end of
on by the Company, the Company operates from documents shall be submitted to the RTA.
the quarter. ‘GDA House’, Plot No. 85,
various offices in India and does not have any
y) Rights of Members: Bhusari Colony (Right), Kothrud,
manufacturing plant. 02nd quarter ending September 30, 2024 Pune 411 038, Maharashtra, India
The following are some of the important rights of
q) Address for correspondence for Shares/ End of the subsequent month from the end of Tel: +91 22 4922 0555
the members:
Debentures and related matters: the quarter. Fax: + 91 22 4922 0505
1.
Receive notices of General Meetings, Annual E-mail: ComplianceCTLMumbai@ctltrustee.
Ms. Shabnum Zaman 03rd quarter ending December 31, 2024 Report, etc. com
Company Secretary
End of the subsequent month from the end of Investor Grievance Email: grievance@
2.
Attend and vote at the General Meetings and
201 and 202, 2nd Floor, AP 81, Koregaon Park the quarter. ctltrustee.com
appoint proxy in their stead.
Annex, Mundhwa, Pune- 411 036, Maharashtra
04th quarter ending March 31, 2025 3. Request an Extraordinary General Meeting along (bb)
Disclosure with respect to demat suspense
Email Id: [email protected] account
End of the subsequent month from the end of with other members who collectively hold not
the quarter. less than 1/10th of the total paid up share capital The Company does not have any shares in demat/
of the Company carrying voting rights. unclaimed suspense account.

cc)
Disclosure of certain types of agreements It provides a channel to Whistle Blower to report A. The Board: party transactions that may have potential
binding listed entities concerns about any Alleged Wrongful Conduct The Chairman is the Non-Executive Director and conflict with the interests of listed entity at large.
During the year under review, the Company and to build and strengthen a culture of instances does not maintain any office at the expense of
of such suspected or confirmed incident of fraud/ 6. Policy for determining ‘Material’
has not disclosed any information under clause the Company.
misconduct may be reported on the designated Subsidiaries:
5A of paragraph A of Part A of Schedule III of
SEBI Listing Regulations. Hence the same is email id i.e. whistleblower@poonawallafincorp. B. Shareholder rights: The Policy for determining Material Subsidiaries
not applicable. com
Since the quarterly, half yearly and annual as approved by the Board may be referred to,
financial results of the Company are published at the website of the Company at its weblink i.e

An Ethics & Disciplinary Committee as
12. OTHER DISCLOSURES: in newspapers on all India basis and are also https://poonawallafincorp.com/pfca/assets/pdf/
constituted under the vigil mechanism looks into
posted on the Company’s website, these are Policy-on-Material-Subsidiary.pdf
1. Disclosures on materially significant the complaints raised and their redressal. The
said committee reports to the Audit Committee. not sent individually to the Shareholders of
related party transactions: 7.
Policy on dealing with Related Party
the Company. Further, significant events are
All related party transactions that were entered
The mechanism also provides for adequate Transactions:
informed to the Stock Exchanges from time to
into during the financial year were on an arm’s safeguards against victimization of employees time and then the same is also posted on the The Policy on Related Party Transactions as
length basis and were usually in the ordinary to avail of the mechanism and in exceptional website of the Company under the ‘Investors’ approved by the Board is available on the
course of business. There have been no material cases direct access to the Chairman of the section. The complete Annual Report is sent Company’s website at its weblink i.e. https://
significant related party transactions between Audit Committee to report instances of fraud/ to every Shareholder of the Company through poonawallafincorp.com/pfca/assets/pdf/PFL-
the Company and its directors, their relatives or misconduct. During the year under review, electronic mode at email ids registered with the Related-Party-Transaction-Policy.pdf
associates except the transactions disclosed in no employee was denied access to the RTA/ Depository Participants (DPs).
form AOC-2. All Related Party Transactions are Audit Committee. 8. Commodity Price Risk or Foreign Exchange
placed before the Audit Committee. Disclosure C. Modified opinion(s) in audit report: Risk and Hedging activities:

The said Policy may be referred to, at the
of transactions with related parties is provided in It is always the Company’s endeavour to present Your Company does not deal in any commodity
website of the Company at its weblink i.e.
notes to the financial statements, forming part of unmodified Financial Statements. and hence is not directly exposed to any
https://poonawallafincorp.com/pfca/assets/pdf/
the Annual Report. commodity price risk. Accordingly, the disclosure
Breach-of-Integrity-and-Whistle-Blower-Vigil-
D. Separate posts of Chairman and MD: pursuant to SEBI Circular No. SEBI/HO/CFD/CMD1/
2.
Details of non-compliance, penalties, Mechanism-Policy.pdf
As on the date of this Report, the Chairman of the CIR/P/2018/0000000141 dated November
strictures imposed by Stock Exchange, if 15, 2018, is not required to be furnished by
4. Disclosure on Large Corporates (‘LC’): Board is a Non-Executive Director, and his position
any: the Company.
SEBI vide its circular dated October 19, 2023 has is separate from that of the Managing Director.
The Company has complied with all applicable
revised the framework for raising funds through 9.
Details of utilization of funds raised
rules and regulations as prescribed by the Stock E. Reporting of Internal Auditor:
NCDs by Large Corporates (LCs) effective from through preferential allotment or qualified
Exchanges, Securities and Exchange Board of The Chief Internal Auditor reports functionally to
April 01, 2024. In accordance with the new institutions placement as specified
India (‘SEBI’) or any statutory authority relating the Audit Committee and administratively to the
framework, the Company needs to provide under Regulation 32 (7A) of SEBI Listing
to capital markets during the last 3 (three) years. Managing Director.
one time explanation in its annual report if the Regulations:
There has been no instance of non-compliance
company doesn’t meet the requirement of 25%
with any legal requirements particularly with F. Disclosures on materially significant related During the year under review, your Company
of incremental borrowing through NCDs till
any requirement of the Corporate Governance party transactions that may have potential has not raised funds through any Preferential
March 31, 2024.
Report, and no penalties and / or strictures conflict with the interests of listed entity at Allotment or Qualified Institutions Placement.
have been imposed on the Company in this Keeping in view the overall interest rate scenario large.: Therefore, there are no details to be disclosed as
regard during the year under review. The Stock and dynamic liquidity management, the During the year under review, the Company has per Regulation 32(7A) of SEBI Listing Regulations.
Exchanges waived the fine, which was paid by Company has opted for higher proportion of not entered with any materially significant related
the Company to Stock Exchanges for operational borrowings from other financial instruments 10. Allthe recommendations of the various
delay in reporting record date of non-convertible rather than NCDs, and hence the Company Committees were accepted by the Board.
debentures under SEBI Listing Regulations has not met the requirement of raising 25% of 11. Total fees for all services paid by the listed entity and its subsidiary, on a consolidated basis,
during the financial year 2022-2023. incremental borrowings done during FY 2022, to the Statutory Auditor and all entities in the network firm/network entity of which the
FY 2023 and FY 2024. Statutory Auditor is a part:
3. Vigil mechanism / Whistle Blower:
5.
Adoption of mandatory and non- During the year, details of fees paid/payable to Walker Chandiok & Co LLP and Kirtane & Pandit LLP,

The Company has in place Board approved
mandatory requirements of Regulation Joint Statutory Auditors by the Company and its subsidiary, are given below:
Policy on Breach of Integrity and Whistle Blower (H In Crores)
(Vigil mechanism). The Policy was framed with 27(1) of SEBI Listing Regulations and
Particulars Walker Chandiok & Co LLP
an objective to deal with issues pertaining Schedule V.
By the Company By the Subsidiary Total Amount
to integrity, encouraging the employees and The Company has adopted all the non-mandatory Statutory Audit (including Limited review) 1.04 - 1.04
directors of the Company to raise any concern requirements as stated under Part E of Schedule Other Services 0.35 - 0.35
about Company’s operations and working II to the SEBI Listing Regulations and reproduced Out-of-pocket expenses 0.06 - 0.06
environment, including possible breaches of herein below: Total 1.45 - 1.45
Company’s policies and standards, without fear
of adverse managerial action being taken against
such employees.
(H In Crores)
20. Other Shareholders information: The details of unclaimed dividends and Equity
Particulars Kirtane & Pandit LLP shares transferred to IEPF during the financial
By the Company By the Subsidiary Total Amount A) Transfer of unclaimed/unpaid amounts to year 2023-24 are as follows:
Statutory Audit (including Limited review) 0.38 - 0.38 Investor Education and Protection Fund:
Other Services 0 - - Amount of unclaimed Number of Equity shares
In accordance with the provisions of Sections 124, dividend transferred transferred
Out-of-pocket expenses 0.04 - 0.04
125 and other applicable provisions, if any, of the 49,927
Total 0.42 - 0.42 H5,61,478/-
Act, read with the IEPF Authority (Accounting,
Note : The above fees are exclusive of applicable tax. Audit, Transfer and Refund) Rules, 2016 The shareholders may claim the shares and
(hereinafter referred to as ‘IEPF Rules’) (including dividend transferred to IEPF by making an online
12.
Disclosures in relation to the Sexual Report as stated under sub paras (2) to (10) any statutory modification(s) or reenactment(s) application to IEPF Authority in Form IEPF-5
Harassment of Women at Workplace of section I of Schedule V to the SEBI Listing thereof for the time being in force), the amount available on the website www.iepf.gov.in along
(Prevention, Prohibition and Redressal) Regulations. The Company has complied with of dividend remaining unclaimed or unpaid for with the fee as may be prescribed by the Central
Act, 2013: all the requirements of corporate governance as a period of seven years from the date of transfer Government, from time to time.
The Company has zero tolerance towards sexual specified in Regulations 17 to 27 and clauses (b) to the unpaid dividend account, is required to be
to (i) of sub-regulation (2) of Regulation 46 of the transferred to the IEPF Authority , maintained by B) E-Voting:
harassment at workplace and has adopted a
‘Policy for Prevention of Sexual Harassment’ SEBI Listing Regulations. the Central Government. In pursuance of this, E-voting is a common internet infrastructure
to prohibit, prevent or deter any acts of sexual the dividend remaining unclaimed in respect that enables investors to vote electronically on
16. The Company has received sufficient disclosures
harassment at workplace and to provide the of dividends declared upto the financial year resolutions of companies. The Company has
from promoters, directors or the senior
procedure for the redressal of complaints ended March 31,2016, have been transferred to entered into agreements with NSDL and CDSL
management wherever applicable.
pertaining to sexual harassment, thereby the IEPF. The details of the unclaimed dividends for availing e-Voting facilities. The Company will
providing a safe and healthy work environment, 17.
The Company follows Indian Accounting so transferred are available on the Company’s also have the e-Voting facility for the items to be
in line with the provisions of Sexual Harassment Standards (Ind-AS) issued by the Ministry website at www.poonawallafincorp.com and on transacted at this AGM. The MCA has authorized
of Women at Workplace (Prevention, Prohibition of Corporate Affairs in the preparation of its the website of the Ministry of Corporate Affairs at NSDL and CDSL for setting up electronic platform
& Redressal) Act 2013 and the rules thereunder. financial statements. www.mca.gov.in. to facilitate casting of votes in electronic form.
The following is a summary of Sexual Harassment 18. Details of Material Subsidiary:

In accordance with Section 124(6) of the Act, 21. Practicing Company Secretaries’
complaint(s) received and disposed off during read with the IEPF Rules, all the shares in respect Certificate on Corporate Governance:
Date and place of Incorporation: New Delhi, April
the financial year 2023-24, pursuant to the of which dividend has remained unclaimed or
21, 2004. As required under Regulation 34 of the SEBI
Sexual Harassment of Women at Workplace unpaid for seven consecutive years or more
Listing Regulations, the Practicing Company
(Prevention, Prohibition and Redressal) Act, 2013 Name and date of Appointment of Auditors: from the date of transfer to the unpaid dividend
Secretaries’ certificate on Corporate Governance
and Rules framed thereunder: M/s. G D Apte & Co. w.e.f. conclusion of the account are required to be transferred to the
is annexed as Annexure C to this Report.
17th AGM held on August 18, 2021. demat Account of the IEPF Authority. Accordingly,
a. number of complaints pending at the beginning all the shares in respect of which dividends were
On July 26, 2023, Grihum Housing Finance Limited 22. CEO and CFO Certification:
of the financial year: Nil declared upto the financial years ended March 31,
(GHFL) (formerly known as Poonawalla Housing The certificate required under Regulation 17(8) of
b. number of complaints filed during the financial 2016, and remained unclaimed are transferred to
Finance Limited), subsidiary of Poonawalla the SEBI Listing Regulations, duly signed by the
year: Nil the IEPF Authority. The Company had sent notices
Fincorp Limited had ceased to be a subsidiary Managing Director and Chief Financial Officer of
to all such Members in this regard and published
c. number of complaints disposed off during the of the Company by divesting the entire stake in the Company was placed before the Board. The
a newspaper advertisement and, thereafter,
financial year: Nil GHFL to Perseus SG Pte. Ltd. Hence, there is no same is provided as Annexure D to this report.
transferred the shares to the IEPF during financial
material subsidiary in the Company as on March
d. number of complaints pending as on end of the year 2023-24. The details of such shares transferred
31, 2024.
financial year: Nil have been uploaded in the Company’s website at
19. Reconciliation of Share Capital: www.poonawallafincorp.com.
13. D
uring the year under review, no loans and
advances was granted to firm/companies in During the year under review, an audit was
which directors are interested by Company carried out at the end of every quarter by
and its subsidiary besides as disclosed in the Practising Company Secretary for reconciling the
financial statements. total admitted capital with National Securities
Depository Limited (‘NSDL’) and Central
14.
All the amounts raised by the Company Depository Services (India) Limited (‘CDSL’) and Abhay Bhutada Sunil Samdani
through private placement of Non-Convertible the total issued and listed capital. The audit Managing Director Executive Director
Debentures during FY 2023-24 have been fully confirms that the total issued/paid up capital is DIN: 03330542 DIN: 10301175
utilised towards the purposes for which these in agreement with the total number of shares
amounts were raised and there has been ‘no held in physical form and the total number of Pune
deviation’ in utilisation of the proceeds raised. dematerialized shares held with NSDL and CDSL. April 29, 2024
15.
The Company has complied with all the The report for every quarter upon reconciliation
requirements of Corporate Governance of capital was submitted to the stock exchanges.

Report on Corporate Governance Certificate of Non-Disqualification of Directors

(Pursuant to Regulation 34(3) and Schedule V para C clause 10(i) of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirement) Regulations, 2015)
Annexure A Annexure B
Date: April 29, 2024 To,

The Members of,
The Board of Directors
Poonawalla Fincorp Limited
201 and 202, 2nd floor, AP81, Koregaon Park Annex,
201 and 202, 2nd Floor, AP 81,
Mundhwa, Pune, Maharashtra, India, 411036
Koregaon Park Annex, Mundhwa
Pune- 411 036. We have examined the relevant registers, records, forms, returns and disclosures received from the Directors
of POONAWALLA FINCORP LIMITED (‘the Company’) having (CIN : L51504PN1978PLC209007) and having
I, Abhay Bhutada, Managing Director of Poonawalla Fincorp Limited hereby confirm that all Board Members registered office at 201 and 202, 2nd floor, AP81, Koregaon Park Annex, Mundhwa, Pune, Maharashtra, India,
and Senior Management Team have affirmed compliance with the ‘Code of Conduct for Directors and Senior 411036 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of
Executives of the Company’, as applicable to them for the year ended March 31, 2024. issuing this Certificate, in accordance with the Regulation 34 ( 3) read with Schedule V Para-C Sub clause 10(i)
of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015
Thanking You, (‘the Listing Regulations’).
Yours sincerely,
In our opinion and to the best of our information and according to the verifications (including Director
For Poonawalla Fincorp Limited Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations
furnished to us by the Company and its officers, we hereby certify that none of the Directors on the Board
Abhay Bhutada
of the Company as stated below for the financial year ending on March 31st, 2024 have been debarred or
Managing Director
disqualified from being appointed or continuing as Director of Companies by the Securities and Exchange
(DIN: 03330542)
Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
DATE OF APPOINTMENT AT CURRENT

S. NO. NAME OF DIRECTOR DIN
DESIGNATION IN COMPANY
1 Mr. ADAR CYRUS POONAWALLA 00044815 01/06/2021
2 Mr. ABHAY SURESHKUMAR BHUTADA 03330542 12/02/2022
3 Mr. SUNIL MADHAV SAMDANI 10301175 20/10/2023
4 Mr. AMAR SUDHAKAR DESHPANDE 07425556 03/06/2021
5 Mr. SAJID MOORAD FAZALBHOY 00022760 04/02/2022
6 Mr. ATUL KUMAR GUPTA 01052730 23/08/2023
7 Mr. PRASADA RAO BONTHA 01705080 10/12/2019
8 Mr. PRABHAKAR RAMCHANDRA DALAL 00544948 05/05/2021
9 Mrs. KEMISHA SONI 06805708 30/01/2024
10 Mr. SANJAY KUMAR 09466542 15/01/2022
Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the responsibility
of the management of the Company. Our responsibility is to express an opinion on these based on our
verification. This certificate is neither an assurance as to future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For SIUT & Co LLP

Company Secretaries
(Unique code: L2021MH011500)
CS I U Thakur
Partner
FCS: 2298
CP: 1402
Place: Pune Peer Review Certificate No.: 5460/2024

Certificate on Corporate Governance Certification In Terms Of Regulation 17(8) Of Securities And Exchange
Board Of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015
Annexure C Annexure D
To, Date: April 29, 2024

The Members of
The Board of Directors
201 and 202, 2nd floor, AP81, Koregaon Park Annex,
201 and 202, 2nd Floor, AP 81,
Mundhwa, Pune, Maharashtra, India, 411036
Koregaon Park Annex, Mundhwa
Pune- 411 036.
We have examined the compliance with conditions of Corporate Governance by POONAWALLA FINCORP We, the undersigned in our respective capacities as Managing Director and Chief Financial Officer of Poonawalla
LIMITED (‘the Company’), for the year ended on March 31st, 2024, as stipulated in Regulations 17 to 27 Fincorp Limited, certify to the Board in terms of regulation 17(8) of Securities and Exchange Board of India
and clauses (b) to (i) of regulation 46 (2) and Para C and D of Schedule V of the SEBI (Listing Obligation and (Listing Obligations and Disclosure Requirements) Regulations, 2015 that we have reviewed the Financial
Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), as amended. Statements and the Cash Flow Statement of the Company for the Financial Year ended 31st March 2024.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our 1. To the best of our knowledge and belief, we certify that:
examination has been limited to the review of the procedures and implementation thereof, as adopted by the
Company for ensuring the compliance with the conditions of the Corporate Governance as stipulated in the (i) These statements do not contain any materially untrue statement or omit any material fact or contain
said Clauses and/or Regulations. It is neither an audit nor an expression of opinion on the financial statements statements that are misleading.
of the Company. (ii) These statements together present a true and fair view of the Company’s affairs and are in compliance
In our opinion and to the best of our information and according to the explanations given to us and the with existing accounting standards, applicable laws and regulations.
representations made by the Directors and Management, we certify that the Company has complied with the (iii) There are no transactions entered into by the Company during the year which are fraudulent, illegal
conditions of Corporate Governance as stipulated in the aforementioned Listing Regulations. or violative of the Company’s Code of Conduct.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the 2. For the purpose of Financial Reporting, we accept responsibility for establishing and maintaining internal
efficiency or effectiveness with which the management has conducted the affairs of the Company. controls and that we have evaluated the effectiveness of the internal control systems of the Company
pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee,
deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we
have taken or propose to take to rectify these deficiencies.
For SIUT & Co LLP
Company Secretaries 3. We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and the
(Unique code: L2021MH011500) Audit Committee:
(a) significant changes, if any, in the internal controls over financial reporting during the year.
CS I U Thakur
Partner (b) significant changes, if any, in the accounting policies made during the year and the same have been
FCS: 2298 disclosed in the notes to the financial statements; and
CP: 1402
(c) instances of significant fraud, if any, of which we have become aware and the involvement therein, of
the management or an employee having a significant role in the company’s internal control system
Place: Pune Peer Review Certificate No.: 5460/2024
over financial reporting.
For Poonawalla Fincorp Limited For Poonawalla Fincorp Limited
Abhay Bhutada Sanjay Miranka

Managing Director Chief Financial Officer
(DIN: 03330542)

Business Responsibility & Sustainability

Reporting (BRSR)
SECTION A: GENERAL DISCLOSURES 19. Markets served by the entity:
I. Details of the listed entity a. Number of locations.
1. Corporate Identity Number (CIN) of the Listed Entity L51504PN1978PLC209007 Locations Number
2. Name of the Listed Entity Poonawalla Fincorp Limited (‘the National (No. of States) 20 states
Company’) International (No. of Countries) None
3. Year of incorporation December 18, 1978
4. Registered office address 201 and 202, 2nd floor, AP81, Koregaon b. What is the contribution of exports as a percentage of the total turnover of the entity?
Park Annex, Mundhwa, Pune – 411036, The Company does not export any products/services. Thus, this question is not applicable.
Maharashtra, India
5. Corporate address 201 and 202, 2nd floor, AP81, Koregaon c. A brief on types of customers:
Park Annex, Mundhwa, Pune - 411036,
Maharashtra, India The Company focuses on two well defined customer segments of consumer and MSME. For these
6. E-mail [email protected]
segments the Company offers a wide array of products and services to cater to their specific ever
evolving needs. The customers are both individuals as well as entities. In consumer segment it
7. Telephone 020- 67808090
primarily consists of the salaried customers, whereas for MSME it is the entity who is the customer
8. Website www.poonawallafincorp.com
represented through the proprietor, partner or directors in line with the business constitution.
9. Financial year for which reporting is being done 01-04-2023 to 31-03-2024
10. Name of the Stock Exchange(s) where shares are listed BSE Limited Our diversified products and services include the following:
National Stock Exchange of India Limited
• Personal Loan to various categories of professionals (CA, CS, doctors, salaried employees,
11. Paid-up Capital H1,549,101,324/-
government employees) for various purposes including but not limited to home renovation,
12 Name and contact details (telephone, email address) of the person who Shabnum Zaman
may be contacted in case of any queries on the BRSR report Company Secretary travel, medical emergency, wedding.
Telephone - 020- 67808090
• Business Loan: Provided to MSME, for working capital and other short-term financing needs.
Email address –
[email protected] • Professional Loans: For CA, CS, doctors to expand their practice.
13 Reporting boundary Standalone basis
• Loan Against Property to MSMEs for their working capital or other business requirements salaried
Are the disclosures under this report made on a standalone basis (i.e. individual and self employed professionals.
only for the entity) or on a consolidated basis (i.e. for the entity and all the
entities which form a part of its consolidated financial statements, taken • Pre-owned car loan to purchase a car or to refinance the car for personal or business requirement.
together).
14. Name of the assurance provider - • Medical Equipment Loan & Machinery Loan to cater to asset funding requirement of Doctors
15. Type of the assurance provider -
and MSMEs.
• Supply Chain Finance to cater to upstream and downstream financing needs of anchors thereby
II. Products/services helping the MSMEs have easy access to capital.
16. Details of business activities (accounting for 90% of the turnover): • Other Loans: Merchant Cash Advance, Digital Consumption Loan, Auto Lease.
S. % of turnover of the
Description of main activity Description of business activity
no. entity (FY2023-24) IV. Employees
1 Financial and insurance Service Financial and Credit leasing activities 100
20. Details as at the end of Financial Year:
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
a. Employees and workers (including differently abled):
S. % of total turnover
Product/Service NIC Code S. Male Female
No. contributed Particulars Total (A)
No. No. (B) % (B / A) No. (C) % (C / A)
1 Financial and related services K Group: 649 100
Employees
Key products and services of the Company: Financing for Pre-owned Car, Loan Against Property and Small 1. Permanent (D) 2384 2065 86.62% 319 13.38%
and Medium Enterprises Financing 2. Other than Permanent (E) 0 0 0 0 0
3. Total employees (D + E) 2384 2065 86.62% 319 13.38%
III. Operations
Workers
18. Number of locations where plants and/or operations/offices of the entity are situated: 4. Permanent (F)
Location Number of plants Number of offices Total 5. Other than Permanent (G) Not Applicable
National 102 (Branches) 1 (Corporate office) 103 6. Total workers (F + G)
International 0 0 0

b. Differently-abled Employees and workers: VII. Transparency and Disclosures Compliances

S. Male Female 25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on
Particulars Total (A)
No. No. (B) % (B / A) No. (C) % (C / A) Responsible Business Conduct:
Differently abled employees*
Stakeholder Grievance Redressal FY 2023-24 FY 2022-23
1. Permanent (D) group from Mechanism in Place Current Financial Year Previous Financial Year
2. Other than Permanent (E) 0 whom (Yes/No) Number of Number of
complaint is complaints complaints
3. Total differently-abled employees (D + E) (If Yes, then provide Number of Number of
received pending pending
web-link for complaints complaints
Differently abled workers resolution at Remarks resolution Remarks
grievance redress filed during filed during
close of the at close of
4. Permanent (F) policy) the year the year
year the year
5. Other than Permanent (G) Not Applicable Communities Yes 0 0 Community 0 0
6. Total differently-abled workers (F + G) E-mail at csr@ grievances
poonawallafincorp.com are received
* The Company embraces diversity and does not discriminate against anyone based on their race, gender, religion, beliefs, (https:// through
poonawallafincorp. Implementing
disability, marital status, age, identity or any other factor.
com/contact-us.php) agencies
Investors Yes 1 0 None 2 0 None
21. Participation/Inclusion/Representation of women: (other than (https://
shareholders) poonawallafincorp.
Total No. and percentage of Females com/investor-info.php)
(A) Shareholder Yes 5 0 None 3 0 None
No. (B) % (B / A)
(https://
Board of Directors 10 1 10% poonawallafincorp.
com/investor-info.php)
*Key Management Personnel 4 1 25%
Employees and Yes 0 0 None 1 0 None
workers (https://
*The Company has 4 KMPs of which 2 are Directors. poonawallafincorp.
com/pfca/assets/pdf/
PFL-Posh-Policy.pdf)
22. Turnover rate for permanent employees and workers:
Customers Yes 3571 57 None 1717 37 None
FY 2023-24 FY 2022-23 FY 2021-22 https://
poonawallafincorp.
Male Female Total Male Female Total Male Female Total com/pdf/Grievance-
Permanent 10% 1% 11% 22% 2% 24% 31% 2% 33% Redressal-Policy.pdf
Employees Value Chain No 0 0 Vendors 0 0
Partners route their
Permanent grievances
Not applicable
Workers through the
business team
that they
V. Holding, Subsidiary and Associate Companies (including joint ventures) engage
with, there
23. (a) Names of holding / subsidiary / associate companies / joint ventures : have been no
substantial
grievances
S. Name of the holding / subsidiary Indicate whether % of shares held by listed Does the entity indicated
reported in
No. / associate holding/ Subsidiary/ entity at column A, participate in
this reporting
companies / joint ventures (A) Associate/ Joint the Business Responsibility
period.
Venture initiatives of the listed
SPOC details
entity? (Yes/No)
and dispute
1 *Rising Sun Holdings Pvt Ltd Holding NA resolutions
clause is
2 **Jaguar Advisory Services Joint venture 48.89% available in the
No
Private Limited master service
agreement.
* Rising Sun Holdings Pvt Ltd holds 62.13% shares in the Company as on March 31, 2024 Other (please Not Applicable
specify)
**Refer note no 17 of the standalone financial statement.
rihum Housing Finance Limited (‘GHFL’) (formerly, Poonawalla Housing Finance Limited), Subsidiary till July 26, 2023, refer
G
note no. 17 of the standalone financial statements.
VI. CSR Details

24. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) - Yes
(ii) Turnover (H in Crores) - H3,151.82 Crores
(iii) Net worth ( H in Crores) – H8,116.40 Crores

26. Overview of the entity’s material responsible business conduct issues S. No. Material issue Indicate Rationale for identifying In case of risk, Financial
identified whether risk or the risk / opportunity approach to adapt or implications of the
Please indicate material responsible business conduct and sustainability issues pertaining to opportunity mitigate risk or opportunity
environmental and social matters that present a risk or an opportunity to your business, rationale for (R/O) (Indicate positive
or negative
identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as implications)
per the following format 3 Digital Opportunity The interest and - Positive
Innovation and acknowledgement of
S. No. Material issue Indicate Rationale for identifying In case of risk, Financial
Disruption/ digital exchanges are Reputation of
identified whether risk or the risk / opportunity approach to adapt or implications of the
Digitalization expanding in India. Company due to
opportunity mitigate risk or opportunity
Digital innovation to improved digital
(R/O) (Indicate positive
improvise organizational experience of
or negative
practices and improve customers and low
implications)
customer services complaints
1 Customer Risk The company's The Company has a Negative is at the core of the
Privacy & Data technology Cyber Security Policy and Company’s business. strengthened
Security infrastructure plays a Privacy policy in place. Incidents of
data breaches Customers across processes and
big role in its operations. age groups are systems internally
Most transactions are The Company ensures the or leakages may
policies are implemented cause reputational steadily appreciating
completed digitally, digitalization and
which raises the risk for at an organizational level. damage.
therefore the Company
cyber and information Various awareness Instances of loss of is further focusing
security. sessions and internal customer data may on implementing
Further, the personal newsletters, mock drills lead to potential technology and
details required for are conducted to avoid financial losses. digital led product
financial transactions any instances of breach transformation for
of customer privacy and There may be faster service delivery,
are available with the litigation cases filed
Company and thereby data security. increased efficiency
by customer due to of existing processes
ensuring the data Further a Consumer instances of data
security is of prime and optimal resource
Awareness section- Cyber leakage. utilization.
importance Threats and Frauds is also
available on the website The Risk Management Committee has additional role and responsibility to address the ESG risks
as a cautionary notice.
which is integrated to the enterprise risk management as per SEBI (Listing Obligations and Disclosure
2 Customer Opportunity Any business's - Positive
Experience continued expansion Requirements) Regulation, 2015 (SEBI Listing Regulations).
depends on providing Good customer
an outstanding experience can SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
customer experience. bring more
Loyalty, customer customers through This section is aimed at helping businesses demonstrate the structures, policies and processes
retention, and brand word of mouth
and improve put in place towards adopting the NGRBC Principles and Core Elements.
advocacy are all aided
by providing a positive the Company’s
reputation. Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
customer experience.
Policy and management processes
1. a. W
hether your entity’s policy/policies cover each principle and its Yes Yes Yes Yes Yes Yes Yes Yes Yes
Risk The Company offers The Company has a core elements of the NGRBCs. (Yes/No)
financial products and Fair Practice Code and Negative
services to millions of Grievance Redressal
customers, any bad Policy which helps Loss of reputation b. Has the policy been approved by the Board? (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes
customer experience customers to raise can lead to c. Web Link of the Policies, if available It has been the Company’s practice to upload all
could result in customer grievances. customer attrition
polices on the internal portal for the information
loss or even damage which can thereby
The Company is using affect the business and implementation by the internal stakeholders
to the company's and some of these policies are also available at the
reputation. an integrated approach
that is technology driven following website.
to enhance customer Policies | Investor relations (Company Policies,
experience.
Committee Details and Other Governance Details of
Maps and monitors PFL (poonawallafincorp.com))
the turnaround time 2. Whether the entity has translated the policy into procedures. (Yes / No) Yes Yes Yes Yes Yes Yes Yes Yes Yes
of complaints and 3. Do the enlisted policies extend to your value chain partners? (Yes/No) Yes, When acting on behalf of the company, third
accordingly trains the
parties like consultants and agents are required to
frontline staff to address
the customer grievances. abide by the Code of Business Ethics as well as the
Code of Conduct for Direct Selling Agents (DSAs),
Continuous call quality Direct Marketing Agents (DMAs) and Debt Recovery
monitoring has been Agents (DRAs).
implemented to enable 4. Name of the national and international codes/certifications/labels/standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest
analysis of repeat calls Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) mapped to each principle.
and avoid delays in
grievance redressal. Principle 1 to 9 -

5. Specific commitments, goals and targets set by the entity with defined We aspire to have women represent at least 16% of 12. If answer to question (1) above is ‘No’ i.e. not all Principles are covered by a policy, reasons to be stated:
timelines, if any. our workforce by FY25.
Our organisation acknowledges the significance of Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
establishing targets to assess advancement towards
The entity does not consider the Principles material to its business
achieving all the principles of the National Guidelines
(Yes/No)
on Responsible Business Conduct (NGRBC).
Considering that we are in our initial years of ESG The entity is not at a stage where it is in a position to formulate and
journey, we intend to specify our objectives and implement the policies on specified principles (Yes/No)
targets in the upcoming reporting period. Not applicable
The entity does not have the financial or/human and technical
6. Performance of the entity against the specific commitments, goals - resources available for the task (Yes/No)
and targets along-with reasons in case the same are not met.
It is planned to be done in the next financial year (Yes/No)
Governance, leadership and oversight
Any other reason (please specify)
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and
achievements (listed entity has flexibility regarding the placement of this disclosure)
We are pleased to share an overview of the environmental, social, and governance (ESG) achievements we have made as The Company works closely with collective trade and industry associations as and when required.
an organization. We recognize the importance of transparency and accountability in our ESG journey and Governance
remains a pillar of our ESG strategy. We have implemented robust governance frameworks, enhanced board oversight, Sr. No Principle No. and Definition List of Policies
strengthened risk management practices and effectively embraced digital transformation while upholding compliance
standards. We have made strides in minimizing our environmental impact by adopting waste minimization measures 1 Principle 1: Businesses should Code of Business Ethics, Code of Conduct and Discipline Rules, Code of Practices
and creating awareness among our stakeholders regarding judicious use of water and energy. On the social front, we have conduct and govern themselves and Procedures of Fair Disclosure; Code of Internal Procedure and Conduct
recognized the need to foster diversity, equality, and inclusion within our organization. We have implemented inclusive with integrity in a manner that for Prohibition of Insider Trading; Code of Independent Director, Compliance
policies and training programs to ensure equal opportunities for all employees. We have also adopted various initiatives is ethical, transparent and Policy; KYC and Anti-Money Laundering (AML) Policy, Policy for Determination
to drive customer centricity. Furthermore, we actively participate in corporate social responsibility (CSR) initiatives to accountable of Materiality of Events or Information; Policy on Dealing with Related Party
make positive contributions to the communities where we operate. In conclusion, as we continue to embrace new Transactions; Breach of Integrity and Whistle Blower/Vigil Mechanism Policy;
challenges and opportunities, we remain committed to transparent reporting, active stakeholder engagement, and Remuneration Policy, Corporate governance policy, Fair Practice Code, Grievance
continuous improvement in our ESG performance. I extend my gratitude to all our employees, customers, partners, and Redressal Policy, Outsourcing Policy, Investor Grievance Policy, Environmental
stakeholders for their invaluable support and contributions in our ESG journey. Together, we can build a sustainable and Social Governance Policy & Governance framework, Code of Conduct for
future that respects our planet, empowers communities, and delivers long-term prosperity. Direct Selling Agents (DSAs) / Direct Marketing Agents (DMAs)/ Debt Recovery
8. Details of the highest authority responsible for implementation and Abhay Bhutada Agents (DRAs)
oversight of the Business Responsibility policy/policies Managing Director
DIN: 03330542 2 Principle 2: Businesses should Cyber Security Policy, Information Security Policy, Information Technology
provide goods and services in a Management Policy, Risk Management Policy, Policy on process for disposal of
9. Does the entity have a specified Committee of the Board/ Director Yes manner that is sustainable and E-Waste Items, Business Continuity Policy, Environmental and Social Governance
responsible for decision making on sustainability related issues? (Yes / Corporate Social Responsibility Committee and safe Policy & Governance framework
No). If yes, provide details. Environmental Social Governance Committee
3 Principle 3: Businesses should Breach of Integrity and Whistle Blower/Vigil Mechanism Policy, Policy on
10. Details of Review of NGRBCs by the Company: respect and promote the Prevention and Redressal of Sexual Harassment, Rewards and Recognition
well-being of all employees, Policy, Leave Policy, Diversity and Inclusion Policy, Learning and Development
Indicate whether review was undertaken by Frequency (Annually/ Half yearly/ including those in their value Policy, Employee Education Policy, Code of Business Ethics
Subject for Review Director / Committee of the Board/ Quarterly/ Any other – please specify) chain
Any other Committee
4 Principle 4: Businesses should Corporate Social Responsibility Policy, Environmental and Social Governance
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9 respect the interests of and Policy & Governance framework, Grievance Redressal Policy, Investor Grievance
Performance against above Yes (Principle 1,2,3,4,5,6,7,8,9) Annually or on need basis be responsive towards all its Policy
policies and Committees of the Board stakeholders
follow up action 5 Principle 5: Businesses should Diversity and Inclusion Policy, Policy on prevention and Redressal of Sexual
Compliance with statutory Yes Annually or on need basis respect and promote human Harassment, Code of Business Ethics, Code of Conduct for Direct Selling Agents
requirements of relevance Committees of the Board rights (DSAs) / Direct Marketing Agents (DMAs)/ Debt Recovery Agents (DRAs)
to the principles, and The Company is in compliance with 6 Principle 6: Businesses Environmental and Social Governance Policy & Governance framework, Risk
rectification of any non- the regulations, as applicable. should respect, protect and Management Policy, Policy on Process for Disposal of E-Waste Items
compliances make efforts to restore the
11. H
as the entity carried out independent assessment/ P1 P2 P3 P4 P5 P6 P7 P8 P9 environment
evaluation of the working of its policies by an external 7 Principle 7: Businesses when Environmental and Social Governance Policy & Governance framework,
No.
agency? (Yes/No). If yes, provide the name of the agency. engaging in influencing public Compliance Policy
All policies and processes are subject to audits and internal and regulatory policy, should
reviews conducted by the Company from time to time. do so in a manner that is
All policies of the Company are evaluated and reviewed responsible and transparent
internally as and when required. 8 Principle 8: Businesses should Corporate Social Responsibility Policy, Environmental and Social Governance
promote inclusive growth and Policy & Governance framework
equitable development
9 Principle 9: Businesses should Interest and Penal Charge Policy, Fair Practice Code, Information Security Policy,
engage with and provide value to Cyber Security Policy, Information Technology Management, Grievance Redressal
their consumers in a responsible Policy, Environmental and Social Governance Policy & Governance framework
manner

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE Presentations were delivered at the Board and Committee meetings throughout FY 2023-24. The Board of
Directors received information on a variety of subjects related to topics on economic, or regulatory changes in
This section is aimed at helping entities demonstrate their performance in integrating the Principles and
their capacity as members of various committees of the Board. The new directors must go through induction
Core Elements with key processes and decisions. The information sought is categorized as ‘Essential’ and
and familiarization programme which is mandatory as per SEBI Listing Regulations. The familiarization program
‘Leadership’. While the essential indicators are expected to be disclosed by every entity that is mandated to
also includes explaining to the independent directors about the ongoing events of the company, business
file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a
structure, codes and policies, duties, liabilities etc. The same is available on the website at PFL-Familiarization-
higher level in their quest to be socially, environmentally and ethically responsible.
Program-FY23-24.pdf (poonawallafincorp.com)
Principle 1: Businesses should conduct and govern themselves with integrity, and in a manner The Board of Directors and KMPs received a briefing on their duties, with a particular focus on Corporate
that is Ethical, Transparent and Accountable. Governance. They were also updated on the latest advancements in IT, cybersecurity, digitalization programs,
Essential Indicators and legal requirements, as well as customer centricity. The Company prioritized induction training for all
employees, which included 9 principles emphasizing governance standards and the code of business ethics.
1. Percentage coverage by training and awareness programmes on any of the Principles during the The annual code of conduct training was made mandatory for all employees, along with virtual modules on
financial year: compliance. Employees must achieve a pass percentage in compliance training modules, and if they fail to do
Segment Total number Topics / principles %age of so, they are required to retake the module. The Company also provides functional, competency, and behavioral
of training and covered under the training and its impact persons in programs as well as specific trainings tailored to the needs of various functions.
awareness respective
programmes held category
covered by the 2.
Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in
awareness proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/judicial
Programmes
institutions, in the financial year, in the following format (Note: the entity shall make disclosures
Board of 6 Sessions on business and performance, regulatory updates and 100% on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure
Directors Refer weblink: compliance, Corporate Social Responsibility were conducted.
Obligations) Regulations, 2015 and as disclosed on the entity’s website):
PFL-Familiarization- Also, sessions were conducted on below mentioned topics:
Monetary
Program- i. Governance for Directors on Boards of Banks, FIs and NBFCs:
FY23-24.pdf NGRBC Name of the Amount (In INR) Brief of the Has an
(poonawallafincorp.
The program was designed to provide insight on Strategic Principle regulatory/ Case appeal
aspects of Assurance functions –Risk Management, Compliance Enforcement agencies/ been preferred?
com) judicial (Yes/No)
& Audit, Corporate Governance Framework in Banks/FIs/NBFCs,
institutions
Governance challenges in use of Advanced Technologies,
Corporate Governance & Ethics, KYC and AML measures Penalty/ Fine
Regulatory expectations, Cyber Security & Resilience. Settlement Nil
ii. Know Your Customer (KYC) and Anti Money Laundering (AML): Compounding fee
The program dealt with KYC & AML Risk Management, KYC & Non-Monetary
AML Regulatory Framework, Supervisory Observations and NGRBC Name of the Brief of the Has an appeal been preferred? (Yes/
Expectations on KYC and AML Compliance, Key aspects of Principle regulatory/ Case No)
Transaction Monitoring, Central KYC Registry and Compliance, enforcement agencies/
KYC & AML Compliance: International Perspective. judicial institutions
Impact: Several critical insights into regulatory perspectives. Imprisonment

Nil
Key 5 Digital Data Protection Act, 2023, Corporate Governance, Road to 100% Punishment
Managerial Compliance: KYC, AML, INFOSEC, Data Leakage Prevention, POSH,
Personnel Understanding of Prohibition of Insider Trading, Cyber Security,
KYC Awareness, Regulatory Update, POSH Awareness, Breach of 3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases
Integrity and Whistle Blower Vigil Mechanism, Code of Conduct. where monetary or non-monetary action has been appealed.
Impact: The programs have ensured strategic alignment to Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
the larger organization goals and critical insights on changing
regulations and the need to adopt with changing customer needs Not applicable as there has been no such cases.
like data privacy and security.
Employees 10 Road to Compliance: KYC, AML, INFOSEC, Data Leakage Prevention, 99.8% 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if
other than POSH, Understanding of Prohibition of Insider Trading, Cyber available, provide a web-link to the policy.
BoD and Security, KYC Awareness, Regulatory Update, Digital Data Protection
KMPs Act, 2023, POSH Awareness, Breach of Integrity and Whistle Blower Yes. The Company has Code of Business Ethics, the coverage of this code includes aspects related to
Vigil Mechanism, Code of Conduct, functional skills and knowledge Conflict of Interest, customer relations, business interest, gifts to an individual or relatives or associates or
program, program pertaining to skill upgradation. third parties or political donations. Please find further details at Code of Business Ethics (poonawallafincorp.
Impact: Functional skilling and upskilling programs have resulted com).
in new joiners quickly adapting and being ready to deliver business
results. Function specific programs have impacted areas like The Company also has a defined Code of Conduct & Discipline Rules to deter wrongdoings and to foster
productivity, improved TAT and customer satisfaction score and and maintain the standard of business conduct for employees, trust and confidence in the professionalism
reduction in process lapse/errors. and the integrity of the employees. This code is applicable to all employees across functions, geographies
Workers Not applicable and grades. The abovementioned code aims to maintain the standard of business conduct and ethics and
serve as guideline to report fraud, unethical or illegal practice.

The Company has also adopted Breach of Integrity and Whistle Blower/Vigil Mechanism Policy, please Leadership Indicators
find further detail at https://poonawallafincorp.com/pfca/assets/pdf/Breach-of-Integrity-and-Whistle- 1.
Awareness programmes conducted for value chain partners on any of the Principles during the
Blower-Vigil-Mechanism-Policy.pdf financial year
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any Total number of awareness Topics / principles covered under %age of value chain partners covered (by value
programmes held the training of business done with such partners) under the
law enforcement agency for the charges of bribery/ corruption. awareness programmes.
FY 2023-24 FY 2022-23 - - -
Current Financial Year Previous Financial Year
Directors Nil Nil The number of awareness programmes are not monitored currently but the clauses regarding ethical,
KMPs Nil Nil transparent are part of vendor agreements. Regular discussions are organized with the direct selling agents
Employees Nil Nil (DSAs) and value chain partners to ensure compliances to the clauses mentioned in the agreements and
Workers Not applicable code of conduct.
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of
6. Details of complaints with regard to conflict of interest: the Board? (Yes/No) If Yes, provide details of the same.
FY 2023-24 FY 2022-23 Yes, we have implemented processes to avoid/manage conflict of interests involving members of the
Board. The details are mentioned below:
Number Remarks Number Remarks
Number of complaints received in relation to 0 0 i. Every Director on the Board is required to make disclosure of his/her interest or concern in other
issues of Conflict of Interest of the Directors entities (under Section 184 of the Companies Act, 2013 (‘Act’) as also the parties to which such
Number of complaints received in relation to 0 0 Director is related to (as under Section 2(76) of the Act and other applicable laws). Such disclosure is
issues of Conflict of Interest of the KMPs required to be made as and when a Director attends first Board Meeting after his/her appointment
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / on the Board and thereafter at every first Board Meeting held in a financial year as well as within thirty
action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and days from any change in the disclosure previously given by such director.
conflicts of interest. ii. Director, if interested or concerned in any transaction(s) or arrangement(s) to be entered into by the
As there have been no cases, this is not applicable. Further, we have defined processes to ensure Company, does not participate in the discussion and passing of the resolution thereon.
compliance with corruption and conflict of interest.
iii. We have also put in place necessary mechanisms and have formulated a Policy on Related Party
8. Number of days of accounts payables (Accounts payable *365/Cost of goods/services procured) in the Transactions, keeping in view the requirements under Regulation 23 of the SEBI (Listing Obligations
following format: and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and the provisions of
the Act. This Policy provides a framework to ensure proper identification, approval and reporting of
FY 2023-24 FY 2022-23
Current Financial Year Previous Financial Year Related Party Transactions.
Number of days of accounts payable 1.49 3.25 iv. All transactions with Related Parties of the Company are previously approved by the Audit Committee
9. Open-ness of business: of the Company. The Audit Committee also grants Omnibus Approval for Related Party Transactions
of a recurring nature. Related Party Transactions, if not in the ordinary course or not at arm’s length, are
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties
placed before the Board based on the Audit Committee’s recommendation for its consideration and
along-with loans and advances & investments, with related parties, in the following format:
approval. If such transactions (which are placed before the Board of Directors) breach the threshold
Parameters Metrics FY 2023-24 FY 2022-23 limits prescribed under Section 188 of the Act or if any transaction with a Related Party is material in
Current Financial Year Previous Financial Year nature as prescribed under Regulation 23 of the SEBI Listing Regulations, such transactions are also
Concentration Purchases from trading houses as % of total purchases put up before the shareholders for their consideration and approval.
of Purchases
Number of trading houses where purchases are made from -
v. At the Audit Committee, only the Independent Directors who are members of the Audit Committee,
Purchases from top 10 trading houses as % of total sales
consider and approve the transactions with related parties. At the Board, only those Directors who
Concentration a. Sales to dealers/distributors as % of total sales are not parties to the transaction(s) or arrangement(s) in subject or those who are not interested
of Sales
Number of dealers/distributors to whom sales are made As we are a non-banking financial company, or concerned therein, participate to consider them. The interested Directors neither participate nor
this is not applicable. do they vote on the resolution of Related Party Transaction. While seeking Shareholders’ approval,
Sales to top 10 dealers / distributors as % of total sales to
dealers/distributors no Related Party of the Company, whether party to a particular transaction or not, votes to approve
Shares of RPTs Purchases (Purchases with related parties/Total such transaction.
in Purchases)
vi. The Company has laid down a Code of Conduct for all the Board Members and Senior Executives of
Sales (Sales to related parties/Total Sales) -
the Company including a Code of Conduct for Independent Directors.
Loans and Advances (Loans and Advances to related
parties/Total Loans and Advances)
Investments (Investments in related parties/Total 0.002% 61.640%
Investments made )

Principle 2: Businesses should provide goods and services in a manner that is sustainable and During closure/relocation of the branches, scrap is being disposed off through Govt certified green vendors.
safe E waste: The Company has put in place mechanisms for responsible disposal of waste through authorized

Essential Indicators third-party vendors. The Company has in place a Policy on process for disposal of E-Waste Items. Further,
the device management policy of the Company helps to monitor and repair devices as required.
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve
the environmental and social impacts of product and processes to total R&D and capex investments
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No).
made by the entity, respectively.
Being a non- banking financial company, extended producer responsibility is not applicable to our activities.
FY 2023-24 FY 2022-23 Details of improvements in environmental and social
Current Financial Year Previous Financial Year impacts
If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR)
R&D As we are a non-banking financial company, capital expenditure and research and development expenses plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.
are not directed towards technologies that improve environmental and social impacts. We have successfully
Capex
completed digital transformation & Phase 2 of technology transformation enabling Digital First products, Not applicable
processes & entire customer journey and now we are evaluating opportunities to finance products that
may have impact on the environment and communities. We have also implemented AI based solution for Leadership Indicators
automated calling to customers for their EMI’s, Multiple Reminders etc.
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for
2. Does the entity have procedures in place for sustainable sourcing? (Yes/No) manufacturing industry) or for its services (for service industry)? If yes, provide details in the following
Yes format?
NIC Code Name of % of total Boundary for which the Whether conducted by Results communicated in
b. If yes, what percentage of inputs were sourced sustainably? Product Turnover Life Cycle Perspective / independent external public domain (Yes/No)
/Service contributed Assessment was conducted agency (Yes/No) If yes, provide the web-link.
Being a non-banking financial company, our direct consumption of consumable and input materials
Not applicable
is limited. The primary resource consumption of the Company is printing paper. The Company entered
into vendor agreements for procurement of paper and tracks consumption of resources to reduce 2. If there are any significant social or environmental concerns and/or risks arising from production or
their wastage. disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or
through any other means, briefly describe the same along-with action taken to mitigate the same.
Above all, the Company also emphasized on integrating sustainable practices within the value chain
(suppliers and customers) through acceptance of payments through automated clearing house (ACH)/ Name of Product / Service Description of the risk / concern Action Taken
Auto Debit/Digital/online mode which in turn helped the customers in paper less transaction. To avoid Not applicable
further usage of paper, the customer documents are stored digitally.
The corporate office is a Platinum certified Green Building. Certified green buildings focus on the use of 3. Percentage of recycled or reused input material to total material (by value) used in production (for
recycled materials instead of virgin materials. Such materials are certified, have lower carbon footprint and manufacturing industry) or providing services (for service industry).
are sourced and used in a sustainable manner with minimal or no adverse effects to the environment. The Indicate input material Recycled or re-used input material to total
Company is not tracking the percentage of inputs sourced sustainably. material
FY 2023-24 FY 2022-23
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing Current Financial Year Previous Financial Year
at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other Not applicable
waste.
The Company’s primary waste products comprise paper waste and electronic waste.
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused,
aper Waste: The Company has minimized paper usage through digital technologies and process
P recycled, and safely disposed of.
optimization. As a non-banking financial company, paper is a major resource consumed. To promote FY 2023-24 FY 2022-23
sustainable service delivery, the Company encourages paperless transactions and implements a paper Current Financial Year Previous Financial Year
recycling initiative for old printouts. Payments are accepted through electronic modes, reducing the Re-Used Recycled
Safely
Re-Used Recycled
Safely
need for paper. Vendor payments are made electronically as well. Various initiatives are in place to reduce Disposed Disposed
paper usage, such as online lead generation, digital customer transactions, an e-learning platform for Plastics (including packaging)
employees, and SMS updates during loan processing. System-generated reports are no longer printed, E-waste
and files are processed digitally whenever possible. The Company prioritizes digital storage of documents Hazardous waste Not applicable
and communicates with customers primarily via email, SMS, and inbound calls. Other
Waste
Encouraging usage of green chemicals for corporate office and branches to reduce harmful effect on the
users and the environment.
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product
Efforts are being made to reduce the usage of paper cups by introducing reusable glasses and cups made category.
up by organic material like rice husk. Tissue papers are replaced with recycled/recyclable paper rolls to
curb the usage and wastage. Indicate product category Reclaimed products and their packaging materials as % of total products sold in respective category
Not applicable
Enhanced awareness about sustainability among employees through frequent e-mailers, digital content
display across the offices and awareness workshops.

Principle 3: Businesses should respect and promote the well-being of all employees, including 3. Accessibility of workplaces
those in their value chains Are the premises / offices of the entity accessible to differently abled employees and workers, as per
Essential Indicators the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are
being taken by the entity in this regard.
1. a. Details of measures for the well-being of employees.
Yes (corporate office)
Category % of employees covered by
 Currently the Company does not have any differently abled employees. The Company welcomes
Total Health insurance Accident insurance Maternity benefits Paternity Day Care facilities
(A) Benefits
equal opportunity and diversity and thus no discrimination is observed during the hiring process.
Therefore, to ensure the workplace is inclusive of differently abled, the Company’s corporate office
Number % (B/ A) Number % (C/A) Number % (D/A) Number % (E/ A) Number %
(B) (C) (D) (E) (F) (F/ A) building is made accessible to prospective differently abled employees with ramps and elevators. This
Permanent employees will help to create an environment that is safe and eliminate the barriers of belongingness.
Male 2065 2065 100 2065 100 0 0 2065 100 0 0  Dedicated rest rooms are provided in the office.
Female 319 319 100 319 100 319 100 0 0 319 100  Onsite Nursing and Physician consultation for employees.
Total 2384 2384 100 2384 100 319 13.38 2065 86.62 319 13.38
 Creche and medical room facility are also available in the office.
Other than Permanent employees
 Braille and voice enabled elevators are provided in the office.
Male
Female Not Applicable The Company is an Equal Opportunity employer and has zero tolerance towards discrimination, the same
Total is articulated in the Equal Opportunity Policy. Corporate office is disabled friendly.
b. Details of measures for the well-being of workers: 4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act,
Category % of workers covered by 2016? If so, provide a web-link to the policy.
Total Health Accident Maternity Paternity Day Care Yes. The Company has an Equal Opportunity Policy which is internal to the Company and is communicated
(A) insurance insurance benefits Benefits Facilities to all the permanent employees. Equal employment opportunity is also articulated in the https://
Number % (B/A) Number % (C/A) Number % (D/A) Number % (E/A) Number % (F/A) poonawallafincorp.com/pfca/assets/pdf/PFL-Code-of-Business-Ethics.pdf
(B) (C) (D) (E) (F)
Permanent workers 5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Male
Permanent employees Permanent workers
Female Not applicable
Gender Return to work rate Retention rate Return to work rate Retention rate
Total
Male 100 100 Not applicable Not applicable
Other than Permanent workers
Female 100 86 Not applicable Not applicable
Male Total 100 92 Not applicable Not applicable
Total 6. Is there a mechanism available to receive and redress grievances for the following categories of
d. Spending on measures towards well being of employees and workers (including permanent and employees and workers? If yes, give details of the mechanism in brief : Yes
other than permanent ) in the following format- (If Yes, then give details of the mechanism in brief)
Permanent Workers Not applicable
FY 2023-24 FY 2022-23
Current Financial Year Previous Financial Year Other than Permanent Workers Not applicable
Permanent Employees The Company enables employees to work without fear of prejudice, gender discrimination and
Cost incurred on well-being measures as a % of total revenue of the 0.21% 0.41%
harassment. The Company has zero tolerance towards any non-compliance of these principles.
Company
‘Prevention of Sexual Harassment’ Policy serving as grievance mechanisms for its employees
to report or raise their concerns confidentially and anonymously, and without fear of any
2. Details of retirement benefits, for Current FY and Previous Financial Year retaliation. Employees can raise grievances/concern at dedicated email id as mentioned in the
policy. Further details can be obtained at https://poonawallafincorp.com/pfca/assets/pdf/Posh-
Benefits FY 2023-24 FY 2022-23 Policy.pdf
The Company has ‘Breach of Integrity and Whistle Blower/Vigil Mechanism Policy. Whistleblower
No. of No. of Deducted and No. of No. of workers Deducted and Policy explains the mode of communication for alleged wrongful conduct.
employees workers deposited employees covered as deposited with
covered as a % covered with the covered as a % a % of total the authority Mode of Communication: Email to [email protected] or send a complaint
of total as a % of total authority of total workers (Y/N/N.A.) at a mentioned postal address. Communicate to the employee or senior management team
employees workers (Y/N/N.A.) employees who can then forward the same to Head-HR. The same must then be forwarded to Ethics &
Disciplinary Committee. Further details can be obtained at (Breach-of-Integrity-and-Whistle-
Provident Funds 100% Not applicable Y 100% Not applicable Y
Blower-Vigil-Mechanism-Policy.pdf (poonawallafincorp.com))
Gratuity 100% Not applicable Not applicable 100% Not applicable Not applicable Employees can report with Multiple Channels –
Others – please 0 Not applicable 0 0 Not applicable 0 Email
specify
HR monthly drives are conducted so that employees can reach out to the HR for any concerns.
Engagement with Business HR team on a monthly basis to focus on the closure of open queries
and resolution of challenges
Other than Permanent Employees Not applicable

7. Membership of employees and worker in association(s) or Unions recognised by the listed entity: 10. Health and safety management system:
Category FY 2023-24 FY 2022-23 a. Whether an occupational health and safety management system has been implemented by the
entity? (Yes/ No). If yes, what is the coverage of such a system?
Total employees No. of employees % Total employees No. of employees / %
/workers in / workers in (B/A) / workers in workers in (D/C) Yes, Employees are key to the growth of any organization. Therefore, their health and wellbeing is also
respective respective respective respective category,
category category, who category who are part of
equally important.
(A) are part of (C) association(s)
association(s) or or Union (D)  All the offices are provided with fire extinguishers and kept in working condition.
Union
(B)  At corporate office -
Total Permanent o Fire detection and firefighting system is in place integrated with the building management system.
Employees
Not applicable o An emergency response team (ERT) has been formed to guide the employees in the panic
- Male
- Female situations if any.
Total Permanent o Fire evacuation drills are being conducted periodically. Training is also provided by external
Workers consultant/ party on how to deal with such scenarios.
Not applicable
- Male
o Public announcement (PA) system is in place for any emergency situations.
- Female
o Fire alarm systems are installed at the qualified branches as per norms.
8. Details of training given to employees and workers:
o Creche and medical room facility are also available.
Category FY 2023-24 FY 2022-23
Current Financial Year Previous Financial Year o Onsite Nursing and Physician consultation for employees.
On Health and On Skill On Health and On Skill
Total Total b. What are the processes used to identify work-related hazards and assess risks on a routine and
safety measures upgradation safety measures upgradation
(A) No. (B) % (B/A) No. (C) % (C/A) (A) No. (B) % (B/A) No. (C) % (C/A)
non-routine basis by the entity?
Employees Being non-banking financial company and considering the nature of business, this is not directly
applicable to the Company.
Male 2065 1176 57 1843 89 2211 690 31.21 1857 83.99
Female 319 189 59 275 86 241 131 54.36 217 90.04 c. Whether you have processes for workers to report the work-related hazards and to remove
Total 2384 1365 57 2118 89 2452 821 33.48 2074 84.58 themselves from such risks.
Workers Not applicable
Male
d. Do the employees/ workers of the entity have access to non-occupational medical and
healthcare services?
Total
Yes, all employees of the Company are covered under the company’s health insurance policy.
Employees and their families are covered for hospitalization through Mediclaim cover and annual
The Company re-skilled its employees and provided career growth opportunities, micro-learning, on-boarding
health check-up is also facilitated for employees. Further, first aid boxes and ambulances are also
cum integration, succession planning, talent management and access to real time dashboards.
available for employees.
9. Details of performance and career development reviews of employees and worker:
11. Details of safety related incidents, in the following format:
Current Financial Year Previous Financial Year Safety Incident/Number Category FY 2023-24 FY 2022-23
Total (A) No. (B) % (B/A) Total (A) No. (B) % (B/A)
Lost Time Injury Frequency Rate (LTIFR) (per one Employees 0 0
Employees million-person hours worked) Workers Not Applicable Not Applicable
Male 2065 2065 100 2211 2211 100
Total recordable work-related injuries Employees 0 0
Female 319 319 100 241 241 100
Workers Not Applicable Not Applicable
Total 2384 2384 100 2452 2452 100
No. of fatalities Employees 0 0
Workers
Male
High consequence work-related injury or ill-health Employees 0 0
Female Not applicable (excluding fatalities)
Total

12. Describe the measures taken by the entity to ensure a safe and healthy workplace. Leadership Indicators
Some key initiatives taken by the Company to prioritize employee wellness includes:
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A)
 Onsite Nursing and Physician consultation for employees. Employees (Y/N) (B) Workers (Y/N).
 In the domain of health and wellness, your company conducted a wellness session on nutrition. Onsite Yes. The Company extends the Group Medical Coverage, Group Personal Accident Coverage and Group
Nutritionist for counselling at Corporate Office. Term Insurance to all the permanent employees. The coverage for the employees varies according to the
employee grade.
 Covering both health and wellness and engagement, your Company conducted indoor and outdoor
activities like Cricket, Football, Chess and Carrom tournaments at regular intervals. 2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and
deposited by the value chain partners.
 Employees are regularly sensitized for doing regular health check-up by organizing free and subsidized
onsite camps in partnering with Dr Lal Path, Doc Online. We communicate our expectation to our business partners and vendors through our service agreements
which outlines the need to be in compliance with all relevant regulations.
 Conducted Free health checkup, Dental, Skin and Hair and eye checkup camps in partnering with
Insurance broker and local hospital network. 3. Provide the number of employees / workers having suffered high consequence work related injury /
ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and
 Workplace stress management sessions are conducted.
placed in suitable employment or whose family members have been placed in suitable employment:
 Fun and Fitness activities are conducted.
No. of employees/workers that are rehabilitated
Total no. of affected employees/ workers and placed in suitable employment or whose
 Conducted sessions on Parenting. family members have been placed in suitable
employment
 Conducted the Ekal run half Marathon where the employee and their kids participated for the social
FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23
cause to contribute towards the education of children from remote, rural & tribal education. Current Financial Year Previous Financial Year Current Financial Year Previous Financial Year
 Conducted the Fitisthan Marathon where the employee and their kids participated for the social Employees 0 0 0 0
cause to contribute towards the Indian Army. Workers Not applicable
 Guilt Free workshop conducted for healthy cooking. Note- Response to E11 is 0 and therefore this is not applicable
 Employees are regularly sensitized to the hazards of smoking through our weekly communication. 4. Does the entity provide transition assistance programs to facilitate continued employability and the
 A special series of communication on ‘Healthy eating habits’ is sent on regular basis. management of career endings resulting from retirement or termination of employment? (Yes/ No)
Yes. The Company has a retirement policy that honors the accomplishments and contributions of
 Launched a BMI contest ‘#PFL FIT’ for all employees.
departing employees. The experience gained by the retiring employees in the different fields helps them
 PFL launched ‘EB360 – Employee Benefits 360’, an initiative that offered multiple benefits to cater in their post-retirement professional engagement. The Company also has an internal job policy to nurture
to the physical, mental, and financial health of employees. We partnered with renowned doctors to the organization’s multi-skilled resources.
provide our employees with the benefit of having on-call assistance.
5. Details on assessment of value chain partners:
13. Number of complaints on the following made by employees and workers
% of value chain partners (by value of business done with such partners) that were assessed
FY 2023-24 FY 2022-23 Health and safety conditions
Current Financial Year Previous Financial Year We have not undertaken an assessment of value-chain partners.
Working conditions
Pending Pending
Filed during Filed during
resolution at Remarks resolution at Remarks
the year the year
the end of year the end of year
6. Provide details of any corrective actions taken or underway to address significant risks / concerns
Working 0 0 - 0 0 - arising from assessments of health and safety practices and working conditions of value chain
Conditions
partners.
Health & Safety 0 0 - 0 0 -
Not applicable
14. Assessments for the year
Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders.
% of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Health and safety practices Essential Indicators
We have not undertaken separate assessment by third party.
Working Conditions
1. Describe the processes for identifying key stakeholder groups of the entity.
The various functional teams identify the stakeholder groups relevant to the work and discussions are
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any)
conducted at senior management levels to include the groups. For example, across the value chain,
and on significant risks / concerns arising from assessments of health & safety practices and working
some of the key stakeholders identified are customers, communities, NGO partners, suppliers and third
conditions.
parties etc.
Not applicable

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each Stakeholder Group Whether identified Channels of communication Frequency of Purpose and scope of
stakeholder group. as Vulnerable & (Email, SMS, Newspaper, engagement engagement including key
Marginalized Group Pamphlets, Advertisement, (Annually/ Half topics and concerns raised
Stakeholder Group Whether identified Channels of communication Frequency of Purpose and scope of (Yes/No) Community Meetings, Notice yearly/ Quarterly during such engagement
as Vulnerable & (Email, SMS, Newspaper, engagement engagement including key Board, Website), Other / others – please
Marginalized Group Pamphlets, Advertisement, (Annually/ Half topics and concerns raised specify)
(Yes/No) Community Meetings, Notice yearly/ Quarterly during such engagement Shareholders No - Website - Annual and - Financial Result
Board, Website), Other / others – please - E-mails Quarterly - Shareholders return
specify)
- Letters - Need based and dividend
Government and No - Regulatory filings - Quarterly - Compliance with filing - Newspaper publication - Key business
regulatory authorities - Newspaper advertisements/ - Need based and other regulatory - Shareholder meetings development
publications for various compliance.
Media No - Newspaper - Need based -L
atest developments
regulatory matters. - Keep various regulatory - Pamphlets and initiatives of
- Meetings authorities informed - Social media channels the company about
and up to date - Website business expansion,
- Letters about the various - Press Meet financial results,
- E-mails developments going - Media Events leadership interviews,
on in the organization - Management Interviews posts on social media
to fulfill the compliance - Industry stories. regarding various
requirement. products as well as
NGOs and local No - Meetings - Need based - Community occasions/festivals,
community -P roposal and request for development need, media events and
new CSR initiatives. focus area viz., education, sponsorships, etc.
women empowerment,
financial literacy and Leadership Indicators
health care.
Employees Yes - I nduction programs - New joiner Day1 - It helps us in educating 1.
Provide the processes for consultation between stakeholders and the Board on economic,
(Embark 2.0 (Including AI till 180 days of all our employees on environmental, and social topics or if consultation is delegated, how is feedback from such consultations
Connect) joining. various policies and provided to the Board.
-E
-mails (Internal - Quarterly procedures.
- Half yearly The Company actively engages with stakeholders to enhance performance and create value for the
Communications), - Keep our employees
Newsletter, Website, Notice - Need based up to date on various ecosystem and its own operations. The methods of consultation vary depending on the stakeholder group.
Board initiatives of the
For shareholders and investors, the Company utilizes earnings calls, conferences, quarterly meetings,
-R
ewards and recognition organization
annual general meetings, and grievance channels. While sustainability discussions have emerged recently,
programs - Training and career
development of the focus remains on strategy and performance.
-P
eople engagement
initiatives employee
Customer consultations take place through surveys and social media, covering topics such as customer
-S
ynergy (Dept. Townhall), - The leadership
connects helps
service, complaints, new products, community involvement, and more.
-A
ccelerate (Cross building trust, prioritize
Functional Leadership Employee engagement is a top priority, with various platforms and communication channels utilized.
transparency, integrity
Connect) & promote open This includes addressing complaints and concerns, providing feedback and evaluations, sharing news
-M
y Branch My Pride communication. through internal newsletters and emails, conducting town hall meetings, and organizing awareness
Customers Not applicable - Call center - Ongoing - Needs of customer programs. Feedback received is recorded as meeting minutes and discussed by function heads and senior
- Customer grievance cell - Need based - Customer experience management for possible implementation. For dissemination of organization-level information to the
- Customer helpline and service quality employees, the employee connect framework was modified. Through this the mechanism to connect the
-C
ustomer satisfaction - New products and branch heads with the HR team, conduct townhalls with the Functional Heads were practiced. This process
survey policies, any revision allowed the Company to acknowledge the challenges faced by the employees, provide resolutions and
in existing policies/
- Branch office allows discussion with the senior members of the organization. As a forward looking step, the Company
guidelines for products,
- Smartphone queries & services. launched an initiative My Branch, My Pride through which the Senior leaders have been assigned select
- E-mail branches to ensure engagement with employees, understand their challenges and provide appropriate
- Website resolutions. This was also initiated to set an example of approachable leadership for the employees and
- Social media channels ensuring the aspect of inclusiveness for all.
Suppliers Yes - E-mail, - Ongoing - Contract, commercial The business HR team conducts monthly consultation with the employees by focusing on open queries and
- Phone calls - Need based and terms and putting efforts to resolve them. To further strengthen the employee connects, the Company has partnered
condition.
- Virtual meetings with third party to provide an AI based platform through which the employees can stay connected.
- One on one meetings
The feedback received from the stakeholders is discussed and suitable actions were taken towards
Investors No - Website - Annual and - Financial Result
enhancing our practices.
- Emails Quarterly - Providing relevant
- Need based information, progress
- Letters
of the company,
- Media various initiatives, and
- Meetings/ Investor Calls roadmap.
- Analyst Presentations

2.
Whether stakeholder consultation is used to support the identification and management of Category FY 2023-24 FY 2022-23
environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs Equal to minimum More than minimum Equal to More than minimum
Total wage wage Total minimum wage wage
received from stakeholders on these topics were incorporated into policies and activities of the entity. (A) (D)
No. (B) % (B/A) No. (C) % (C/A) No. (E) % E/D) No. (F) % (F/D)
Yes, the engagement with communities and beneficiaries is mostly in the form of focused group Other than
discussions and their feedback on the CSR programs are considered and implemented as appropriate. permanent
We have instituted ESG policy that outline our commitment for each of the focus area identified by us. Not Applicable
Male
Female
The discussion of employees with HR and team leads has also helped the Company to incorporate Workers
activities such as employee wellbeing programs, taking cognizance of environmental initiatives (saving Permanent
electricity, water etc.). We have instituted Equal Opportunity policy and other employee related policies Male
and practices to promote a fair workplace. Female
Not Applicable
Other than
permanent
3.
Provide details of instances of engagement with, and actions taken to, address the concerns of
Male
vulnerable/ marginalized stakeholder groups. Female
To avoid spreading false information about the organization, whenever journalists or media outlets ask
questions or have queries, the Company immediately reviews them and responds. The Company also 3. Details of remuneration/salary/wages, in the following format:
engages with the media to keep stakeholders updated about the Company. The Company thinks that
the unbanked and underbanked people in urban India are less likely to integrate into India’s mainstream A. Median remuneration / wages:
economy, which makes them vulnerable to socioeconomic exploitation. Through its CSR initiative, the Male Female
Company aims to improve the lives of underprivileged individuals and all the CSR projects aims to address Number Median remuneration/ Number Median remuneration/
the concerns of marginalized stakeholder groups and promote society’s holistic development. For further salary/ wages of salary/ wages of
details on our CSR programmes please refer annual CSR report. respective category respective category
(L in Crore) (L in Crore)
Board of Directors (BoD)* 7 0.66 1 0.09
Principle 5: Businesses should respect and promote human rights. Key Managerial Personnel 3 4.97 1 0.75
Essential Indicators Employees other than BoD and KMP 2063 0.09 317 0.07
Workers Not applicable
1. Employees and workers who have been provided training on human rights issues and policy(ies) of
the entity, in the following format: * The Company has four KMPs of which 2 are Directors.

b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
No. of No. of
employees / employees / FY 2023-24 FY 2022-23
Total (A) % (B/A) Total (A) % (B/A)
workers covered workers covered
(B) (B) Gross wages paid to females as % of total wages 8.92% 6.69%
Employees
Permanent 2384 2384 100 2452 2452 100 4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts
or issues caused or contributed to by the business? (Yes/No)
Other than permanent Not applicable
2384 2384 100 2452 2452 100
Yes. The Company has formed an Ethics and Disciplinary Committee which oversees every aspect of
Total employees
regulatory and employee disciplinary matters. The committee also oversees among other things, any
Workers
allegations of human rights violations within the Company.
Permanent
Other than permanent Not applicable 5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Total workers The Company has a defined ‘Whistleblower’ mechanism to ensure that any violations to its Code of
Conduct and Code of Business Ethics (including violation of human rights) are raised in a systematic, fair
2. Details of minimum wages paid to employees and workers, in the following format manner and without any fear of consequence. Further, any other concerns or grievances on discrimination,
harassment, unethical behavior or dealings can be reported by the employees in accordance with the
process explained in Whistleblower Policy, human resource manual and the code of conduct.
Equal to minimum More than minimum Equal to More than minimum
Total wage wage Total minimum wage wage
(A) (D) The complaints of sexual harassment are dealt with by the Internal Committee (‘IC’). Complainant may
No. (B) % (B/A) No. (C) % (C/A) No. (E) % E/D) No. (F) % (F/D) submit a complaint in writing and inform any IC member. In case of a complaint against any member
Employees of the IC, the complaint can be made to the IC and the alleged member would be replaced by another
Permanent 2384 NA NA 2384 100 2452 NA NA 2452 100 member appointed by the IC for the investigation period. Any of the IC members at the workplace must
Male 2065 NA NA 2065 100 2211 NA NA 2211 100 receive a detailed complaint from the complainant, along with any available documentary evidence or
Female 319 NA NA 319 100 241 NA NA 241 100 witness names.
The Ethics and Disciplinary Committee is the final authority to make decisions based on the Company’s
Code of Conduct and Discipline Rules in the event of a Protected Disclosure regarding disciplinary or
workplace harassment concerns.

6. Number of Complaints on the following made by employees and workers: 2. Details of the scope and coverage of any Human rights due diligence conducted.
FY 2023-24 FY 2022-23 We have not conducted any human rights due diligence.
Filed
Pending Filed Pending 3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of
resolution at the Remarks during resolution at the Remarks
during the year the Rights of Persons with Disabilities Act, 2016?
end of year the year end of year
Sexual Harassment 0 0 1 0 Yes, the Company welcomes differently abled visitors and makes no discrimination in their reception. To
0 0 0 0
ensure the differently abled visitors also feel safe and comfortable, the corporate office is made accessible
Discrimination at
workplace by providing ramps for wheelchairs. Additionally, separate washroom, Braille enabled, and voice assisted
Child Labour 0 0 0 0 elevators are also provided for easy access. The Company may also have differently abled employees in the
near future and therefore infrastructure has been designed accordingly.
Forced Labour/ 0 0 0 0
Involuntary Labour
4. Details on assessment of value chain partners:
Wages 0 0 0 0
% of value chain partners (by value of business done with such partners) that were assessed
Other human rights 0 0 0 0
related issues Sexual harassment
Discrimination at workplace
7.
Complaints filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Child labour
Redressal) Act, 2013, in the following format: We have not undertaken assessment of value chain partner
Forced/involuntary labour
FY 2023-24 FY 2022-23 Wages
Others – please specify
Total Complaints reported under Sexual Harassment of Women at 0 1
Workplace (Prevention , Prohibition and Redressal )Act, 2013 (POSH)
Complaints on POSH as a % of female employees/workers 0 Not measurable
arising from the assessments at Question 4 above.
Complaints on POSH upheld 0 1
Not applicable
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment
cases.
Principle 6: Businesses should respect and make efforts to protect and restore the environment.
A formal grievance mechanism is available to all employees to report or raise their concerns confidentially
and anonymously, without fear of retaliation. Essential Indicators
9. Do human rights requirements form part of your business agreements and contracts? (Yes/No) 1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following
format:
Yes, vendor contracts and agreements include clauses with respect to compliance of labour laws by the
Service Provider towards its employees. Parameter FY 2023-24 FY 2022-23
(Current Financial (Previous Financial
Year)* Year)*
10. Assessments of the year
From Renewable Sources
% of your plants and offices that were assessed (by entity or statutory authorities or third parties) Total electricity consumption (A) - -
Child labour Total fuel consumption (B) - -
Forced/involuntary labour Energy consumption through other sources (C) - -
Sexual harassment Being a non-banking financial company, we undertake proactive measures to safeguard Total energy consumed from Renewable Sources (A+B+C) - -
Discrimination at workplace human rights, we have however not undertaken a dedicated human rights assessment. From Non-Renewable Sources
Total electricity consumption (D) 5555.61 GJ 4381 GJ
Wages
Total fuel consumption (E) 19.44 GJ 44.7 GJ
Others – please specify
Energy consumption through other sources (F)
Total energy consumed from Non-Renewable Sources (D+E+F) 5575.05 GJ 4425.7 GJ
Total energy consumed (A+B+C+D+E+F) 5575.05 GJ 4425.7 GJ
arising from the assessments at Question 9 above.
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 1.77 GJ/ INR Cr 2.20 GJ/ INR
Not applicable (Total energy consumed/ Revenue from Operations )
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity 39.62 GJ/ USD 49.32 GJ/ USD
Leadership Indicators (PPP) (Total energy consumed/Revenue from Operations adjusted for PPP)
1. Details of a business process being modified / introduced as a result of addressing human rights Energy intensity in terms of physical output - -
grievances/complaints. Energy intensity (optional) – the relevant metric may be selected by the entity - -
We respect the human rights of all our stakeholders and ensure adherence with applicable laws. There *Data for corporate office has only been considered.
have not been any significant complaints or grievances regarding human rights that merit the addition or Intensity data for FY2023 has been updated as revised method of calculation.
modification of business procedures.
For PPP, 22.4 National currency units/US dollar has been used. Source: IMF (2024), Purchasing power parities (PPP) (indicator).
(Accessed on May 29, 2024)

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external Parameter FY 2023-24 FY 2022-23
agency? (Y/N) If yes, name of the external agency.
Year) Year)
We have not undertaken independent assessment. (iv) Sent to third parties
-No treatment - -
2.
Does the entity have any sites / facilities identified as designated consumers (DCs) under the
-With treatment-please specify level of treatment - -
Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose
(v) Others
whether targets set under the PAT scheme have been achieved. In case targets have not been
achieved, provide the remedial action taken, if any. -No treatment - -
-With treatment-please specify level of treatment - -
This is not applicable to us as we do not have sites or facilities identified as designated consumers.
Total Water discharged (in kilolitres) - -
3. Provide details of the following disclosures related to water, in the following format: Note: Indicate if any independent assessment /evaluation/assurance has been carried out by an external
Parameter FY 2023-24 FY 2022-23 agency (Y/N) If yes , name of the external agency.
Year) Year) Not applicable.
Water withdrawal by source (in kilolitres)
5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its
(i) Surface water - -
coverage and implementation.
(ii) Groundwater 10,046.05 -
We do not have a mechanism for zero liquid discharge.
(iii) Third party water (Municipal water supplies) 5,221.37 -
(iv) Seawater / desalinated water - - 6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following
(v) Others 215.94 - format:
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 15,483.36 - Parameter Please FY 2023-24 FY 2022-23
specify unit (Current Financial (Previous
Total volume of water consumption (in kilolitres) 15,483.36 - Year) Financial Year)
Water intensity per rupee of turnover 4.91 KL/ INR Cr - NOx -
(Tota Water consumption / Revenue from Operations) SOx -
Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 110.04 KL/ USD Cr - Particulate matter (PM) -
(Tota Water consumption / Revenue from Operations adjusted for PPP) Persistent organic pollutants (POP) - Not applicable Not applicable
Water Intensity in terms of physical output - - Volatile organic compounds (VOC) -
Water intensity (optional) - - Hazardous air pollutants (HAP) -
– the relevant metric may be selected by the entity Others – Ozone Depleting Substances (HCFC - 22 or R-22) -
For PPP, 22.4 National currency units/US dollar has been used. Source: IMF (2024), Purchasing power parities Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
(PPP) (indicator). (Accessed on May 29, 2024) agency? (Y/N) If yes, name of the external agency.
Not applicable
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency. 7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the
Even though the nature of business—being a non-banking financial company has little effect on the following format:
environment, the company constantly strives to reduce its environmental impact by figuring out how to Parameter Unit FY 2023-24 FY 2022-23
maximize resource consumption in its operations. Additionally, the water is only used for basic consumption (Current Financial (Previous Financial
Year)* Year)*
and there is currently no system in place to track it.
Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, tCO2 14.73 0.14
N2O, HFCs, PFCs, SF6, NF3, if available)
4. Provide the following details related to water discharged
Total Scope 2 emissions (Break-up of the GHG into CO2, tCO2 1251.93 961
Parameter FY 2023-24 FY 2022-23 CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
(Current Financial (Previous Financial Total Scope 1 and Scope 2 emissions intensity per rupee of tCO2/INR 0.40 0.47
Year) Year) turnover(Total Scope 1 and Scope 2 GHG Emissions /Revenue from
Water discharge by destination and level of treatment (in kilolitres) Operations)
(i) To Surface Water Total Scope 1 and Scope 2 emissions intensity per rupee of turnover tCO2/USD 9.00 10.71
adjusted for Purchasing Power Parity (PPP) (Total Scope 1 and
-No treatment - - Scope 2 GHG Emissions /Revenue from Operations adjusted for
-With treatment – please specify level of treatment - - PPP)
(ii) To Groundwater Total Scope 1 and Scope 2 emission intensity in terms of physical - - -
output
-No treatment - -
Total Scope 1 and Scope 2 emission intensity (optional) – - - -
-With treatment – please specify level of treatment - - the relevant metric may be selected by the entity
(iii) To seawater *Data for corporate office has only been considered
-No treatment - -
For PPP, 22.4 National currency units/US dollar has been used. Source: IMF (2024), Purchasing power parities (PPP) (indicator).
-With treatment – please specify level of treatment - - (Accessed on May 29, 2024)

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric
agency? (Y/N) If yes, name of the external agency. tonnes)
Category of waste
We have not undertaken any independent assessment.
(i) Recycled - -
8. Does the entity have any project related to reducing GreenHouse Gas emission? If Yes, then provide (ii) Re-used 0.396 -
details. (iii) Other recovery operations - -
Yes Total 0.396 -
The Company has taken the following initiatives to reduce the greenhouse gas emissions: For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
 Awareness generation among the employees to conserve and responsibly use electricity.
(i) Incineration 0.651 -
 Reduction of usage of energy (through installation of LED bulbs, energy efficient electrical equipment (ii) Landfilling - -
and retrofitting LED lights in branch offices.) (iii) Other disposal operations 3.993 -
 E-waste management and handling, distribution of sapling and paper conservation (e.g. both side Total 4.644 -
printing, re-use of papers, PIN based controlled printing) and paper waste recycling. For PPP, 22.4 National currency units/US dollar has been used. Source: IMF (2024), Purchasing power parities (PPP) (indicator).
(Accessed on May 29, 2024)
 The corporate office is in a Platinum certified green building.
 The Company has managed all the electrical equipment in a manner so that they help to conserve Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
energy. The Company has initiated installation of LED lights in new and upcoming branches agency? (Y/N) If yes, name of the external agency.
wherever possible. The Company is also in the process of replacing existing lights with LED lights in a
We have not undertaken independent assessment, being a non-banking financial company and considering
phased manner.
the nature of business, this has little effect on the environment, the Company constantly strives to reduce its
 Energy consumption would reduce as a result of these initiatives, either directly or indirectly. Energy environmental impact by reducing waste.
conservation would significantly contribute to the mitigation of global warming in our nation due to
the predominant use of fossil fuels for energy production, which results in greenhouse gas emissions 10. Briefly describe the waste management practices adopted in your establishments.
and climate change. escribe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in
D
your products and processes and the practices adopted to manage such wastes.
9. Provide details related to waste management by the entity, in the following format:
Paper and e waste are the predominant categories of waste generated from the operations of the
Parameter FY 2023-24 FY 2022-23
(Current Financial (Previous Financial Company and the Company has adopted various management practices to ensure the quantum of waste
Year) Year) generated is reduced gradually and awareness is also created within the organization to manage the
Total Waste generated (in metric tonnes) wastes in an efficient manner.
Plastic waste (A) 0.147 -
Paper Waste: The Company has reduced the use of paper by optimizing its processes through digital

E-waste (B) 3.615 21.0 technologies and process excellence. Because of the nature of its services, the major resource consumed
Bio-medical waste (C) 0.651 - at the Company is paper. The Company contributes towards sustainable service delivery through paperless
Construction and demolition waste (D) - - transaction. The Company has a paper recycling initiative in terms of re-usage of old printouts which are
Battery waste (E) - - no longer required and also monitor consumption of paper. Above all, the Company accepts payments
Radioactive waste (F) - - through ACH/Auto Debit/Digital/online mode which in turn helps the customers in paper less transaction.
All payments to vendors are through NEFT/RTGS mode thereby reducing the usage of paper. The Company
Other Hazardous waste. Please specify, if any. (G) - -
ensures reduction of paper usage through various initiatives viz. leads are generated online with customer
Other Non-hazardous waste generated (H). Please specify, if any. 0.627 -
related data, online system to record customer related transactions, e-learning platform for knowledge
(Break-up by composition i.e. by materials relevant to the sector)
sharing / enhancement of employees, customers are updated through SMS during loan processing at every
Total (A+B + C + D + E + F + G + H) 5.04 MT 21.0 MT
stage till sanction. Other important initiatives launched in previous year is discontinuation of printing of
Waste intensity per rupee of turnover 0.02 MT/ INR Cr 0.01 MT/ INR Cr
system generated reports and facility for uploading system generated reports which helped in restricting
(Total waste generated / Revenue from operations)
usages of paper, ink cartridges, fuel for transportation. Business units are working towards paper-less
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 0.03 MT/ USD 0.23 MT/ USD
processing of loan files and avoid taking paper printouts as much as possible. We are promoting storage
(Total waste generated / Revenue from operations adjusted for PPP)
of documents digitally. The Company is conscious about usage of paper and saving trees. Statements &
Waste intensity in terms of physical output - -
Reports, Welcome Letter, Statement of Account, Foreclosure, No Objection Certificate etc. is primarily
Waste intensity (optional) – the relevant metric may be selected by the - -
sent to customers via e-mail. Loan details and related information is provided to customers via email /
entity
Inbound Call, Regular proactive communication through SMS, Whatsapp and email.
E waste: The Company has put in place mechanisms for responsible disposal of waste through authorized

third-party vendors. The Company has in place a policy and process for disposal of E-Waste Items. Further,
the device management policy of the Company helps to monitor and repair devices as required.

11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, Parameter FY 2023-24 FY 2022-23
wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation
Year) Year)
zones etc.) where environmental approvals / clearances are required, please specify details in the
Water discharge by destination and level of treatment (in kilolitres)
following format:
(i) Into Surface water Not applicable Not applicable
S. Location of operations/ Type of operations Whether the conditions of environmental approval / clearance are being - No treatment
No. offices complied with? (Y/N) If no, the reasons thereof and corrective action
taken, if any. - With treatment – please specify level of treatment
We do not have any operations/offices in/around ecologically sensitive areas. (ii) Into Groundwater
- No treatment
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable - With treatment – please specify level of treatment
laws, in the current financial year: (iii) Into Seawater
Name and brief details of project EIA Date Whether Results Relevant Web - No treatment
Notification No. conducted by communicated in link - With treatment – please specify level of treatment
independent public domain
external agency (Yes (Yes / No) (iv) Sent to third-parties
/ No)
- No treatment
We did not undertake any project that required EIA.
- With treatment – please specify level of treatment
(v) Others
13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such
- No treatment
as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution)
Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non- - With treatment – please specify level of treatment
compliances, in the following format: Yes Total water discharged (in kilolitres)
S. No. Specify the law / regulation Provide Any fines / penalties / action Corrective action taken, if any Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
/ guidelines which was not details of the non taken by regulatory agencies agency? (Y/N) If yes, name of the external agency.
complied with compliance such as pollution control boards
or by courts Not Applicable
We are in compliances with the current set of guidelines established by the government.
2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
Parameter Unit FY 2023-24 FY 2022-23
Leadership Indicators (Current Financial (Previous Financial
Year) Year)
1) Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
Total Scope 3 emissions (Break-up of the GHG into CO2, CH4,
For each facility / plant located in areas of water stress, provide the following information: N2O, HFCs, PFCs, SF6, NF3, if available)
(i) Name of the area: Not applicable Total Scope 3 emissions per rupee of turnover -
Total Scope 3 emission intensity (optional) – the relevant
(ii) Nature of operations: Not applicable metric may be selected by the entity
(iii) Water withdrawal, consumption and discharge in the following format: As we are a non-banking Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
financial company, this is not applicable to our activities. agency? (Y/N) If yes, name of the external agency.
FY 2023-24 FY 2022-23
We have not undertaken Independent assessment.
Parameter
Year) Year) 3. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators
Water withdrawal by source (in kilolitres) above, provide details of significant direct & indirect impact of the entity on biodiversity in such
(i) Surface water Not applicable Not applicable areas along-with prevention and remediation activities.
(ii) Groundwater Not applicable
(iii) Third party water
4. If the entity has undertaken any specific initiatives or used innovative technology or solutions
(iv) Seawater / desalinated water
to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste
(v) Others generated, please provide details of the same as well as outcome of such initiatives, as per the
Total volume of water withdrawal (in kilolitres) following format:
Total volume of water consumption (in kilolitres)
S. No Initiative undertaken Details of the initiative (Web-link, if any, Outcome of the
Water intensity per rupee of turnover (Water consumed / turnover) may be provided along-with summary) initiative
Water intensity (optional) – the relevant metric may be selected by the 1. Installation of LED bulbs, energy efficient Please refer point no. 8 of Principle 6 This has reduced
entity electrical equipment and also retrofitting LED electricity consumption
lights in branch offices of the Company

5. Does the entity have a business continuity and disaster management plan? Give details in 100 Leadership Indicators
words/ web link.
1. Details of public policy positions advocated by the entity:
Yes. The Company has implemented a comprehensive Business Continuity Management System (BCMS)
as outlined in its Business Continuity Management Policy. This system ensures the recovery of critical S. No. Public policy Method resorted for Whether information Frequency of Review Web Link, if
advocated such advocacy available in the public by Board (Annually/ available
business processes and services in the event of disruptions that may impact stakeholders and customers. domain? (Yes/No) Half yearly/ Quarterly /
Contingency measures have been established to protect essential resources such as people, technical Others – please specify)
infrastructure, facilities, and vital records. The Company has taken annual membership of FICCI, FIDC, CII and ASSOCHAM but has not been associated
in formulating any such policies, strategies, etc. at any level. PFL as NBFC may have given its comments
The BCMS Policy governs the Company’s emergency response, resumption, recovery, and restoration
or recommendations on certain draft policies, circulars, etc. as and when asked by RBI from all NBFCs
procedures during a disaster. It outlines the overall Business Continuity practice, including individual
wherever applicable.
and functional responsibilities necessary to ensure business continuity and minimize financial and non-
financial impacts in the event of a critical service disruption. PRINCIPLE 8 Businesses should promote inclusive growth and equitable development
The BCMS at the Company covers departments located at the corporate office, Branch Locations. Business Essential Indicators
Continuity for Infrastructure-as-a-Service (IaaS) / Software-as-a-Service (SaaS) Applications / Platform-as-
a-Service (PaaS) is managed either by the IaaS / SaaS / PaaS Vendor or as per contractual agreements. 1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable
Critical application identification and annual testing for Business Continuity are conducted to maintain laws, in the current financial year.
the effectiveness of the BCMS. Name and brief details SIA Date of Whether Results Relevant Web
of project Notification No. notification conducted by communicated in link
6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. independent public domain
external (Yes / No)
What mitigation or adaptation measures have been taken by the entity in this regard. agency (Yes / No)
Not applicable Currently, the same is not applicable
7. Percentage of value chain partners (by value of business done with such partners) that were assessed 2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
for environmental impacts. undertaken by your entity, in the following format:
Not applicable
S. No. Name of Project State District No. of Project % of PAFs Amounts
for which R&R is Affected covered by paid to PAFs in the FY
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do ongoing Families (PAFs) R&R (In INR)
so in a manner that is responsible and transparent. The company has not undertaken which requires Rehabilitation and Resettlement (R&R)
Essential Indicators
3. Describe the mechanisms to receive and redress grievances of the community.
1. a. Number of affiliations with trade and industry chambers/ associations-4 The Company is dedicated to making a positive impact through its Corporate Social Responsibility (CSR)
b. List the top 10 trade and industry chambers/ associations (determined based on the total members initiatives. These initiatives are focused on improving the lives of underprivileged individuals and fostering
of such a body) the entity is a member of/ affiliated to. their overall well-being. To ensure effective implementation, the Company’s CSR team actively engages
with communities, an important stakeholder group. This engagement serves as a platform for open
S. No. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/ communication, allowing the team to understand the concerns and gather feedback from the community.
associations (State/National)
This feedback helps in shaping and refining the projects that address social and environmental issues,
1 The Associated Chambers of Commerce & Industry of India National
ensuring their relevance and effectiveness in creating a meaningful impact.
2 Confederation of Indian Industry (CII) National
3 Finance Industry Development Council (FIDC) National 4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
4 The Federation of Indian Chambers of Commerce and Industry (FICCI) National FY 2023-24 FY 2022-23
2.
Provide details of corrective action taken or underway on any issues related to anti-competitive Directly sourced from MSMEs/ small producers 24.46% 4.85%
conduct by the entity, based on adverse orders from regulatory authorities. Sourced directly from within the district and neighboring districts 99.73% 99.71%
Name of authority Brief of the case Corrective action taken
- 5. Job Locations in small towns – Disclose wages paid to persons employed (including employees or
workers employed on a permanent or non-permanent /on contractual basis) in following locations,
There have been no action or issues related to anti-competitive conduct and no adverse orders from any as % of total wages cost.
authority during the FY 2023-24.
Location FY 2023-24 FY 2022-23
Rural - -
Semi-Urban 4.46% 6.70%
Urban 16.81% 25.67%
Metropolitan 78.72% 67.63%
(Place to be categorized as per RBI Classification System - rural / semi-urban / urban / metropolitan)

Leadership Indicators PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact responsible manner
Assessments (Reference: Question 1 of Essential Indicators above): Essential Indicators
Details of negative social impact identified Corrective action taken a) Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Nil Nil
We have in place a grievance redressal policy consisting of robust customer grievance redressal
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational mechanism. The Company employs various strategies to effectively address customer complaints and
districts as identified by government bodies: enhance their satisfaction:
S. No. State Aspirational District* Amount spent (in lakh) Efficient Processes: By leveraging data analytics and technology-driven solutions, the Company
1. Maharashtra - 200.00 streamlines complaint resolution processes. It focuses on resolving complaints within agreed Service Level
Agreements (SLAs), classifying them based on case type and subtype. This ensures timely and targeted
2. Maharashtra - 154.00
actions for effective resolution.
3. Jharkhand and Chhattisgarh - 40.00
4. Sikkim and Haryana - 30.00 Continuous Improvement: The Company conducts regular forums, such as the Complaints RCA Forum,
5. Bihar and Jharkhand - 30.00 to identify and address key process gaps. It proactively monitors call quality, conducts repeat call analysis,
and empowers frontline teams to efficiently handle customer requirements. Through rigorous training
6. Andhra Pradesh, Bihar, Gujarat, Haryana, Jharkhand, Karnataka, Birbhum, Kadapa, 48.0
Kerala, Madhya Pradesh, Maharashtra, Odisha, Punjab, Gaya, Karauli, (out of this Rs 5.37 programs, the Company ensures high service quality standards and promotes a proactive approach to
Rajasthan, Tamil Nadu, Telangana, Uttar Pradesh, West Bengal Khammam, lakh expenses is identify and resolve potential escalations or grievances.
Murshidabad, towards aspirational
Muzzaffarpur, district) Enhancing Customer Experience: The Company is committed to delivering a differentiated customer
Nawada, Purbi experience by implementing the following measures:
Singhbhum, Rajgarh,
Visakhapatnam Digital Engagement: Leveraging digital channels, the Company proactively connects with customers
throughout their lifecycle journey. Approximately 75% of customer queries and requests are serviced
* The CSR projects are state level and PAN India project and not categorized as per Aspirational District
digitally, allowing for swift and smooth resolution of concerns. This digital connect helps in timely
communication and enhances overall customer experience.
3. (a) Do you have a preferential procurement policy where you give preference to purchase from
suppliers comprising marginalized /vulnerable groups? (Yes/No) Robust Internal Systems: The Company continuously enhances its internal systems through system
Being a non-banking financial company, we do not require substantial input material for our business. upgrades, process re-engineering to ensure a competitive edge and provides seamless Experience to
customers. The implementation of a Fair Practice Code facilitates setting of proper guardrails to ensure fair
(b) From which marginalized /vulnerable groups do you procure? lending practices giving proper and enhanced visibility to end customers from loan initiation till closure,
Not applicable further building consumer trust on the brand.
(c) What percentage of total procurement (by value) does it constitute? 2. Turnover of products and/ services as a percentage of turnover from all products/service that carry
information about:
Not applicable
As a percentage to total turnover
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your Environmental and social parameters relevant to the product -
entity (in the current financial year), based on traditional knowledge:
Safe and responsible usage -
S. No. Intellectual Property based on Owned/ Acquired Benefit shared Basis of calculating Recycling and/or safe disposal Not applicable
traditional knowledge (Yes/No) (Yes / No) benefit share
Not applicable 3. Number of consumer complaints in respect of the following:
FY 2023-24 Remarks FY 2022-23 Remarks
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property (Current Financial Year) (Previous Financial Year)
related disputes wherein usage of traditional knowledge is involved. Received Pending Received Pending
during resolution at during the resolution at
Name of authority Brief of the Case Corrective action taken the year end of year year end of year
Not applicable Data privacy - - - - - -
Advertising - - - - - -
6. Details of beneficiaries of CSR Projects: Cyber-security - - - - - -
S. No. CSR Project No. of persons benefited % of beneficiaries from vulnerable and Delivery of essential services - - - - - -
from CSR Projects marginalized groups
Restrictive Trade Practices - - - - - -
1. Project M-Scholars Scholarship to students 647 100%
Unfair Trade Practices - - - - - -
2. Creative Foundation 25,000#
Other - - - - - -
3. Pahle India Foundation - 100%
4. Grant Medical Foundation -
# Students

The complaint categories are predefined internally and we currently do not have specific categories for 3 Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential
advertising, Restrictive Trade Practices and Unfair Trade Practices. The total number of all customer complaints services.
is mentioned under section A of the BRSR disclosure. Customers are notified via SMS in advance of planned maintenance tasks. Customers are notified via text
message in the event of an unanticipated disruption, and all the offices are also informed via an internal
4. Details of instances of product recalls on account of safety issues:
mechanism that directs customers who approach the offices.
Number Reasons for recall
Voluntary recalls 4 Does the entity display product information on the product over and above what is mandated as per
Not applicable local laws? (Yes/No/Not Applicable) If yes, provide details in brief.
Forced recalls
Not applicable
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No)
If available, provide a web-link of the policy. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products
Yes, the Company has a board approved Cyber Security Policy in place at organization level. The Company / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)
also has a Privacy policy, Information Security Policy, IT Management Policy, Information & IT Risk Yes
Management Policy, and Cloud Adoption Policy.
The NPS score serves as a reliable measure of customer loyalty. This survey is conducted monthly by
Consumer Awareness - Cyber Threats and Frauds the Company.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and Customer feedback is obtained at four crucial touchpoints: sales, onboarding, service, and exit. The results
delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of of the NPS survey guides to enhance the customer experience through process reengineering. Additionally,
product recalls; penalty / action taken by regulatory authorities on safety of products / services. customer demand is assessed to develop personalized offers for clients with a strong payment history,
Not applicable, no breaches reported during the year under review. using algorithm-based approaches.
7. Provide the following information relating to data breaches: For and on behalf of the Board
a. Number of instances of data breaches: 0

b. Percentage of data breaches involving personally identifiable information of customers: 0 Managing Director Executive Director
DIN: 03330542 DIN: 10301175
c. Impact if any of the data breaches: Not applicable
Pune Pune
Leadership Indicators April 29, 2024 April 29, 2024
1. Channels / platforms where information on products and services of the entity can be accessed
(provide web link, if available).
Poonawalla Fincorp is an omnipresent financial organization which allows both current and prospects to
interact, do business, and receive services from online and offline mode. In the online mode the products
and services are available through the website(www.poonawallafincorp.com) and in offline world through
our branch network. Apart from these various other channels which are available for finding information
about our products and services are Toll Free contact center, chatbot services on the website, WhatsApp
and e-mail channel.
These platforms can be used to apply for loan products, request for services or raise queries. The digital
channels make the services accessible 24*7 and provides instant response to the customers.
The products and services of the Company can be accessed here.
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or
services.
The important terms and conditions provides extensive information and ensures transparency on lending
products. Further the customer education webpage on the Company website also provides information
related to special mention accounts (SMA)/non performing asset (NPA) as prescribed by the regulations.
The Blogs page and Fraud Awareness page on the website is a major step taken by the Company to
educate the customers about the meaning and definitions of various financial terms in simple language.
Such Blogs are published under the various category of products and services that are offered by the
Company so that it also becomes relatable to the customers.

Independent Auditor’s Report
To the Members of BASIS FOR OPINION Key audit matter How our audit addressed the key audit matter
• If the loan is not credit-impaired on initial recognition, •
Tested the modelling assumptions and inputs which
POONAWALLA FINCORP LIMITED 3. We conducted our audit in accordance with the then it is classified in ‘Stage 1’ and its credit risk is are based on industry experience (new products) as
Standards on Auditing specified under section continuously monitored by the Company i.e., the collated by external credit bureau by benchmarking
Report on the Audit of the Standalone
143(10) of the Act. Our responsibilities under default in repayment is within 1 month. independently such inputs with data of other
Financial Statements comparable companies to assess reasonability of such
those standards are further described in the • If a significant increase in credit risk since initial assumptions. While for remaining loan portfolio, since
OPINION Auditor’s Responsibilities for the Audit of the recognition is identified, it is moved to ‘Stage 2’ but is modelling assumptions and parameters are based on
Standalone Financial Statements section of our not yet deemed to be credit-impaired i.e., the default in historical data, assessed whether historical experience
1. We have audited the accompanying standalone repayment is within the range of 2 to 3 months.
report. We are independent of the Company in was representative of current circumstances and was
financial statements of Poonawalla Fincorp
accordance with the Code of Ethics issued by • If the loan is credit-impaired, it is then moved to ‘Stage relevant in view of the recent impairment losses incurred
Limited (‘the Company’), which comprise within the portfolios;
the Institute of Chartered Accountants of India 3’ i.e., the default in repayment is more than 3 months.
the Balance Sheet as at March 31, 2024, the
(‘ICAI’) together with the ethical requirements The Expected Credit Loss (“ECL”) is measured at 12-month •
Considered the Company’s accounting policies for
Statement of Profit and Loss (including Other estimation of expected credit loss on loans and assessing
that are relevant to our audit of the financial ECL for Stage 1 loan assets and at lifetime ECL for Stage 2
Comprehensive Income), the Statement of and Stage 3 loan assets. compliance with the policies in terms of Ind AS 109;
Cash Flow and the Statement of Changes in statements under the provisions of the Act and
Calculation of ECL involves estimation of probability of •
Tested the assumptions underlying the impairment
Equity for the year then ended, and notes to the rules thereunder, and we have fulfilled our identification and quantification including the forecast
default (PD) on loan portfolio over their life, loss given
the standalone financial statements, including other ethical responsibilities in accordance with of future cash flows by corroborating it with the agreed
default (LGD) and exposure at default for each of the stages
material accounting policy information and these requirements and the Code of Ethics. We of loan portfolio. The management has calculated the PD repayment schedules of the borrowers;
other explanatory information. believe that the audit evidence we have obtained and LGD as follows: • Further, challenged the aforesaid assumptions through
together with the audit evidence obtained by • For new products launched from time to time and our understanding of the risk profile of the customers
2. In our opinion and to the best of our information the auditors of the Welfare Trust, in terms of their where the Company does not have sufficient historical of the Company and other publicly available relevant
and according to the explanations given to us, and data to estimate PD, the Company has engaged macro-economic factors used with the models;
audit report referred to in paragraph 15 of the
based on the consideration of the audit report Other Matters section below is sufficient and external leading credit bureau and accordingly based • We have also examined, on a sample basis, data inputs
of the PFL Employee Welfare Trust (‘the Welfare on industry data sourced such information from the to the discounted cash flow models, including the latest
appropriate to provide a basis for our opinion. aforesaid credit bureau.
Trust) as referred to in paragraph 15 below the collateral valuations in supporting the estimation of
future cash flows and present value;
aforesaid standalone financial statements give KEY AUDIT MATTERS • For the remaining portfolio, the Company has
continued to use their existing internally developed •
Evaluated the appropriateness of the Company’s
the information required by the Companies 4.
Key audit matters are those matters that, modelling techniques using historical observable data determination of significant increase in credit risk in
Act, 2013 (‘the Act’) in the manner so required in our professional judgment, were of most and inputs to estimate PD and LGD. accordance with the applicable accounting standards
and give a true and fair view in conformity with significance in our audit of the standalone and the basis for classification of various exposures into
Significant management judgement and assumptions
the Indian Accounting Standards (‘Ind AS’) various stages. For a sample of exposures, also tested the
financial statements of the current period. These are involved in measuring ECL which also includes
specified under section 133 of the Act read with appropriateness of the Company’s categorization across
matters were addressed in the context of our management overlays especially while calculating the PD
various stages;
the Companies (Indian Accounting Standards) and LGD and involves the following critical factors which are
audit of the financial statements as a whole, and
Rules, 2015 and other accounting principles applied to such modelling techniques: • Assessed the critical assumptions and input data used
in forming our opinion thereon, and we do not in the estimation of expected credit loss models for
generally accepted in India, of the state of affairs provide a separate opinion on these matters. • Segmentation of loan book
specific key credit risk parameters, such as the transfer
of the Company as at March 31, 2024, and its • Determination of exposure at default logic between stages, PD or LGD;
profit (including other comprehensive income), 5.
We have determined the matters described
• Loan staging criteria • Performed an assessment of the adequacy of the credit
its cash flows and the changes in equity for the below to be the key audit matters to be
losses expected within 12 months by reference to credit
year ended on that date. communicated in our report. • Consideration of probability weighted scenarios and losses actually incurred on similar portfolios historically;
forward looking macro-economic factors
•
On test check basis, tested the reasonableness of
Key audit matter How our audit addressed the key audit matter • Criteria for a significant increase in credit risk estimates of expected realizable values of underlying
Expected credit losses on loan assets Our audit focused on assessing the appropriateness of • Past experience and forecast data on customer collaterals;
management’s judgment and estimates used in the behavior on repayments • Obtained the management’s rational for writing off the
Refer Note 2(h)(VI) of material accounting policies, Note impairment analysis through procedures that included,
6 for the details of provision and Note 50(ii) for credit risk loans during the current year and tested for appropriate
but were not limited to, the following: • Estimation of realizable value of underlying collaterals
disclosures. Also, refer Note 40 for exceptional items. management approvals for the same;
Considering the significance of the above matter to
• Obtained an understanding of the modelling •
Obtained written representations from management
As at March 31, 2024, the Company has reported gross the standalone financial statements, significant level of
financial assets (loans) aggregating to ₹ 23,045.38 crores techniques adopted by the Company including the and those charged with governance on whether they
estimates and judgements involved in determination of
against which provision for expected credit loss of ₹ key inputs and assumptions for calculation of expected believe significant assumptions used in calculation of
ECL and write offs, this matter required our significant
998.97 crores has been recorded as at reporting date in credit losses; expected credit losses are reasonable;
attention. Therefore, we have identified this as a key audit
accordance with Ind AS 109 – Financial Instruments (‘Ind matter for current year audit. •
Assessed the appropriateness and adequacy of
AS 109’). The Company has written off ₹ 1,194.90 crores • Tested the design and operating effectiveness of key
the related presentation and disclosures of Note
during the current year. controls over completeness and accuracy of the key 50 “Financial risk management” disclosed in the
inputs and assumptions considered for calculations, accompanying standalone financial statements in
The calculation of expected credit loss on loans and write-
validation of data and monitoring of impairment loss accordance with the applicable accounting standards
offs is complex and requires significant management
recognised based on historical and external data. This and related RBI circulars.
judgement and the use of different modelling techniques
and assumptions which could have a material impact on also included testing performed by IT Specialists to test
reported profits. the data flows from source systems to spreadsheet-
based models to test their completeness and accuracy.
The Company has applied a three-stage approach based
on changes in credit quality to measure expected credit
loss on loans which is as follows:

Key audit matter How our audit addressed the key audit matter obtained in the audit or otherwise appears to be AUDITOR’S RESPONSIBILITIES FOR THE
Information Technology system for accounting and Our key audit procedures with the involvement of our IT
materially misstated. AUDIT OF THE STANDALONE FINANCIAL
financial reporting process: specialists included, but were not limited to the following: STATEMENTS
When we read the Annual Report, if we conclude
The Company is highly dependent on its Information •
Obtained an understanding of the Company’s IT that there is a material misstatement therein, 10.
Our objectives are to obtain reasonable
Technology (“IT”) systems for carrying on its operations systems, IT General Controls and automated IT controls we are required to communicate the matter to assurance about whether the financial
which require large volume of transactions to be processed and conducted risk assessment for identified IT
those charged with governance. statements as a whole are free from material
in numerous locations. applications, data bases and operating systems that are
relevant to our audit; misstatement, whether due to fraud or error,
Further, the Company’s accounting and financial reporting RESPONSIBILITIES OF MANAGEMENT AND and to issue an auditor’s report that includes
processes are dependent on automated controls enabled •
Obtained an understanding of the changes/ THOSE CHARGED WITH GOVERNANCE FOR
by IT systems which impacts key financial accounting and modifications that were made to the identified IT our opinion. Reasonable assurance is a high
reporting items such as loans, interest income, impairment applications during the audit period and tested
THE STANDALONE FINANCIAL STATEMENTS level of assurance, but is not a guarantee that an
on loans amongst others. those changes that had a significant impact on 7.
The accompanying standalone financial audit conducted in accordance with Standards
financial reporting including management’s process statements have been approved by the on Auditing will always detect a material
The Company has put in place IT General Controls and for monitoring and authorisation of such changes/
automated IT Controls to ensure the integrity, accuracy, modifications Company’s Board of Directors. The Company’s misstatement when it exists. Misstatements
completeness, validity and reliability of the information Board of Directors are responsible for the matters can arise from fraud or error and are considered
produced by the Company. Among other things, the • Evaluated the appropriateness of controls for security
stated in section 134(5) of the Act with respect material if, individually or in the aggregate, they
management also uses the information produced by the governance to protect systems and data from
Company’s IT systems for accounting and the preparation unauthorised use, including logging of security events to the preparation and presentation of these could reasonably be expected to influence the
and presentation of the standalone financial statements. and procedures to identify vulnerabilities; standalone financial statements that give a true economic decisions of users taken on the basis
The Company uses loan management system (LMS) for • Tested segregations of duties controls around program and fair view of the financial position, financial of these financial statements.
sourcing, processing, recording and management of maintenance, security administration and key business performance including other comprehensive
loan database which is fully integrated with the financial processes;
11. As part of an audit in accordance with Standards
income, changes in equity and cash flows of
accounting and reporting system. The Company has on Auditing, specified under section 143(10) of
• Tested IT General Controls particularly, logical access, the Company in accordance with the Ind AS
implemented necessary preventive and detective controls the Act we exercise professional judgment and
across critical IT applications and infrastructure, which are change management and aspects of IT operational specified under section 133 of the Act and other
controls. Tested that request for access to systems maintain professional skepticism throughout
most relevant from the perspective of financial reporting. accounting principles generally accepted in India.
Our audit approach relies on the effectiveness of automated were appropriately reviewed and authorized; tested the audit. We also:
controls around Company’s periodic review of access This responsibility also includes maintenance
controls and controls around interface of different systems.
rights; inspected requests of changes to systems for of adequate accounting records in accordance • Identify and assess the risks of material
Our areas of audit focus included user access management, appropriate approval and authorization; with the provisions of the Act for safeguarding misstatement of the financial statements,
developer access to the production environment and of the assets of the Company and for preventing whether due to fraud or error, design and
changes to the IT environment. •
Tested related interfaces, configuration and other
application layer controls identified during our audit and detecting frauds and other irregularities; perform audit procedures responsive to
Further, we focused on key automated controls relevant for and report logic for system generated reports relevant selection and application of appropriate those risks, and obtain audit evidence that is
financial reporting. to the audit mainly for loans, interest income and
accounting policies; making judgments and sufficient and appropriate to provide a basis
impairment of loan assets for evaluating completeness
Accordingly, since our audit strategy included focus on and accuracy; estimates that are reasonable and prudent; and for our opinion. The risk of not detecting a
key IT systems and controls relevant to our audit due to design, implementation and maintenance of material misstatement resulting from fraud
their pervasive impact on the financial statements, we •
Tested the design and operating effectiveness of
have determined the use of IT systems for accounting and the Company’s IT controls over the IT applications as adequate internal financial controls, that were is higher than for one resulting from error, as
financial reporting as a key audit matter for current year identified above; operating effectively for ensuring the accuracy fraud may involve collusion, forgery, intentional
audit. and completeness of the accounting records, omissions, misrepresentations, or the override
•
Where deficiencies were identified, tested
compensating controls or performed alternative relevant to the preparation and presentation of of internal control;
procedures; the financial statements that give a true and fair
• Obtain an understanding of internal control
• Obtained written representations from management view and are free from material misstatement,
relevant to the audit in order to design
and those charged with governance on whether whether due to fraud or error.
IT general controls and automated IT controls are audit procedures that are appropriate in the
designed and were operating effectively during the 8. In preparing the financial statements, the Board circumstances. Under section 143(3)(i) of the
period covered by our audit. of Directors is responsible for assessing the Act we are also responsible for expressing our
Company’s ability to continue as a going concern, opinion on whether the Company has adequate
INFORMATION OTHER THAN THE FINANCIAL
Our opinion on the standalone financial disclosing, as applicable, matters related to going internal financial controls with reference to
STATEMENTS AND AUDITOR’S REPORT statements does not cover the other information concern and using the going concern basis of financial statements in place and the operating
THEREON and we do not express any form of assurance accounting unless the Board of Directors either effectiveness of such controls;
conclusion thereon. intends to liquidate the Company or to cease
6. The Company’s Board of Directors is responsible • Evaluate the appropriateness of accounting
operations, or has no realistic alternative but to
for the other information. The other information In connection with our audit of the standalone policies used and the reasonableness of
do so.
comprises the information included in the Annual financial statements, our responsibility is to accounting estimates and related disclosures
Report, but does not include the standalone read the other information identified above 9.
The Board of Directors is also responsible made by management;
financial statements and our auditor’s report when it becomes available and, in doing so, for overseeing the Company’s financial
• Conclude on the appropriateness of Board of
thereon. The Annual Report is expected to consider whether the other information is reporting process.
Directors’ use of the going concern basis of
be made available to us after the date of this materially inconsistent with the standalone accounting and, based on the audit evidence
auditor's report. financial statements or our knowledge

obtained, whether a material uncertainty exists period and are therefore the key audit matters. REPORT ON OTHER LEGAL AND
g)
With respect to the other matters to
related to events or conditions that may cast We describe these matters in our auditor’s REGULATORY REQUIREMENTS be included in the Auditor’s Report in
significant doubt on the Company’s ability to report unless law or regulation precludes public 16. As required by section 197(16) of the Act based accordance with rule 11 of the Companies
continue as a going concern. If we conclude that disclosure about the matter or when, in extremely on our audit, we report that the Company has (Audit and Auditors) Rules, 2014 (as
a material uncertainty exists, we are required rare circumstances, we determine that a matter paid remuneration to its directors during the amended), in our opinion and to the best
to draw attention in our auditor’s report to the should not be communicated in our report year in accordance with the provisions of and of our information and according to the
related disclosures in the financial statements because the adverse consequences of doing so limits laid down under section 197 read with explanations given to us and based on the
or, if such disclosures are inadequate, to modify would reasonably be expected to outweigh the Schedule V to the Act. consideration of the audit report of the
our opinion. Our conclusions are based on the public interest benefits of such communication. Welfare Trust as referred to in paragraph
17. As required by the Companies (Auditor’s Report) 15 above:
audit evidence obtained up to the date of our
OTHER MATTER Order, 2020 (‘the Order’) issued by the Central
auditor’s report. However, future events or i. The Company, as detailed in Note 47 to
Government of India in terms of section 143(11)
conditions may cause the Company to cease 15.
We did not audit the financial statements of the standalone financial statements,
of the Act we give in the Annexure A, a statement
to continue as a going concern; the Welfare Trust included in the standalone on the matters specified in paragraphs 3 and 4 has disclosed the impact of pending
financial statements of the Company whose of the Order, to the extent applicable. litigations on its financial position as at
• Evaluate the overall presentation, structure
financial statements reflects total assets of March 31, 2024;
and content of the financial statements, 18.
Further to our comments in Annexure A, as
` 199.33 crores as at March 31, 2024, total ii. The Company did not have any long-
including the disclosures, and whether the required by section 143(3) of the Act based on
revenues of ` 0.01 crores, total net loss after term contracts including derivative
financial statements represent the underlying our audit, and on the consideration of the report
tax of ` 0.86 crores, total comprehensive loss contracts for which there were any
transactions and events in a manner that of the Welfare Trust as referred to in paragraph 15
of ` 0.86 crores, and net cash inflows of ` 0.97 material foreseeable losses as at March
achieves fair presentation; and above, we report, to the extent applicable, that:
crores respectively for the year ended on that 31, 2024;
• Obtain sufficient appropriate audit evidence date, as considered in the standalone financial
a)
We have sought and obtained all the
regarding the financial information/financial statements. These financial statements have information and explanations which to iii. There has been no delay in transferring
the best of our knowledge and belief amounts, required to be transferred, to
statements of the Company and its Welfare been audited by another auditor whose report
were necessary for the purpose of our the Investor Education and Protection
Trust or the business activities within the have been furnished to us by the management.
audit of the accompanying standalone Fund by the Company during the year
Company to express an opinion on the financial Further, the aforementioned financial
financial statements; ended March 31, 2024;
statements. We are responsible for the statements of this trust have been prepared
direction, supervision and performance of the in conformity with the Accounting Standards b)
In our opinion, proper books of account iv. a. The management has represented
audit of financial statements of the Company, specified under section 133 of the Act, read as required by law have been kept by the that, to the best of its knowledge
of which we are the independent auditors. with the Companies (Accounting Standards) Company so far as it appears from our and belief, as disclosed in Note
For the Welfare Trust included in the financial Rules, 2021. The Company’s management has examination of those books except for 55(f) to the standalone financial
statements, which have been audited by other converted these financial statements of this the matters stated in paragraph 18(g)(vi) statements, no funds have been
auditor, such auditor remain responsible for the trust to the accounting principles enunciated below on reporting under Rule 11(g) of the advanced or loaned or invested
direction, supervision and performance of the under the Indian Accounting Standards (‘Ind AS’) Companies (Audit and Auditors) Rules, 2014 (either from borrowed funds or
audit carried out by them. We remain solely specified under section 133 of the Act read with (as amended); securities premium or any other
sources or kind of funds) by the
responsible for our audit opinion. the Companies (Indian Accounting Standards)
c) The standalone financial statements dealt Company to or in any person(s) or
Rules, 2015 as applicable to the Company. We
with by this report are in agreement with entity(ies), including foreign entities
12.
We communicate with those charged with have audited these conversion adjustments
the books of account; (‘the intermediaries’), with the
governance regarding, among other matters, made by the Company’s management. Our
understanding, whether recorded
the planned scope and timing of the audit opinion on the standalone financial statements, d)
In our opinion, the aforesaid standalone
in writing or otherwise, that the
and significant audit findings, including any in so far as it relates to the amounts and financial statements comply with Ind AS
intermediary shall, whether, directly
significant deficiencies in internal control that disclosures included in respect of the Welfare specified under section 133 of the Act;
or indirectly lend or invest in other
we identify during our audit. Trust, and our report in terms of sub-section (3) e) On the basis of the written representations persons or entities identified in any
of section 143 of the Act in so far as it relates to received from the directors and taken on manner whatsoever by or on behalf
13. We also provide those charged with governance
the aforesaid Welfare Trust, is based solely on the record by the Board of Directors, none of of the Company (‘the Ultimate
with a statement that we have complied
report of such other auditors and the conversion the directors is disqualified as on March 31, Beneficiaries’) or provide any
with relevant ethical requirements regarding
adjustments prepared by the management of 2024 from being appointed as a director in guarantee, security or the like on
independence, and to communicate with
the Company which have been audited by us. terms of section 164(2) of the Act; behalf the Ultimate Beneficiaries;
them all relationships and other matters
that may reasonably be thought to bear on Our opinion above on the standalone financial f) With respect to the adequacy of the internal b. The management has represented
our independence, and where applicable, statements, and our report on other legal and financial controls with reference to financial that, to the best of its knowledge
related safeguards. regulatory requirements below, are not modified statements of the Company as on March and belief, as disclosed in Note
in respect of the above matter with respect to 31, 2024 and the operating effectiveness of 55(g) to the standalone financial
14.
From the matters communicated with those such controls, refer to our separate report in statements, no funds have
our reliance on the work done by and the report
charged with governance, we determine those Annexure B wherein we have expressed an been received by the Company
of the other auditors.
matters that were of most significance in the unmodified opinion; and from any person(s) or entity(ies),
audit of the financial statements of the current including foreign entities (‘the

ANNEXURE A REFERRED TO IN PARAGRAPH 17 OF THE INDEPENDENT AUDITOR’S REPORT OF EVEN

DATE TO THE MEMBERS OF POONAWALLA FINCORP LIMITED ON THE STANDALONE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024
Funding Parties’), with the b)

The final dividend paid by the In terms of the information and explanations sought by us and given by the Company and the books of account
understanding, whether recorded Company during the year ended and records examined by us in the normal course of audit and to the best of our knowledge and belief, we
in writing or otherwise, that the March 31, 2024 in respect of such report that:
Company shall, whether directly dividend declared for the previous
or indirectly, lend or invest in other year is in accordance with section (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative
persons or entities identified in 123 of the Act to the extent it details and situation of property, plant and equipment, investment property and relevant details
any manner whatsoever by or applies to payment of dividend. of right-of-use assets.
on behalf of the Funding Party (B) The Company has maintained proper records showing full particulars of intangible assets.
vi.
A s stated in Note 55(k) to the
(‘Ultimate Beneficiaries’) or provide
financial statements and based on (b) The property, plant and equipment, investment property and right-of-use assets have been physically
any guarantee, security or the
our examination which included test
like on behalf of the Ultimate verified by the management during the year and no material discrepancies were noticed on such
checks, except for instances mentioned
Beneficiaries; and verification. In our opinion, the frequency of physical verification programme adopted by the
below, the Company, in respect of
Company, is reasonable having regard to the size of the Company and the nature of its assets.
c.
Based on such audit procedures financial year commencing on April 1,
performed as considered 2023, has used an accounting software (c) The title deeds of all the immovable properties including investment properties held by the Company
reasonable and appropriate in the for maintaining its books of account (other than properties where the Company is the lessee and the lease agreements are duly executed
circumstances, nothing has come which has a feature of recording audit in favour of the lessee), disclosed in Note 11 to the standalone financial statements, are held in the
to our notice that has caused us trail (edit log) facility and the same have name of the Company, except for the following properties:
to believe that the management been operated throughout the year
representations under sub-clauses for all relevant transactions recorded Reason for
Whether promoter,
Gross carrying not being held
(a) and (b) above contain any in the software. Further, during the Description of property
value (`)
Held in name of director or their Period held
in name of
relative or employee
material misstatement. course of our audit we did not come company
across any instance of audit trail feature Investment Property 0.09 crores Gouri Shankar No Since July 15, Disputed
v. a) The interim dividend declared and
being tampered with other than the Rajgarhia and 2004
paid by the Company during the Om Prakash
consequential impact of the exception
year ended March 31, 2024 and Rajgarhia
given below:
until the date of this audit report is
in compliance with section 123 of (d) The Company has not revalued its property, plant and equipment including right-of-use assets or
the Act. intangible assets during the year.
(e) No proceedings have been initiated or are pending against the Company for holding any benami
Nature of exception noted Details of Exception property under the Prohibition of Benami Property Transactions Act, 1988 (as amended) and rules
Instances of accounting software for 1)
The audit trail feature was not enabled at the database level for made thereunder.
maintaining books of account for which accounting software Finmechanics from implementation date June
the feature of recording audit trail (edit log) 01, 2023 to March 20, 2024 to log any direct data changes, used for (ii) (a) The Company does not hold any inventory. Accordingly, reporting under clause 3(ii)(a) of the Order is
facility was not operated throughout the maintenance of borrowing records by the Company. not applicable to the Company.
year for all relevant transactions recorded in
the software 2)
The audit trail feature was not enabled at the database level for (b) As disclosed in Note 20 to the standalone financial statements, the Company has been sanctioned a
accounting software CCA to log any direct data changes, used for
working capital limit in excess of ` 5 crores by banks based on the security of current assets during the
maintenance of loan records by the Company.
year. The quarterly returns/statements, in respect of the working capital limits have been filed by the
Instances of accounting software The accounting software Finnone, used for maintenance of books of account
maintained by a third party where we of the Company is operated by a third party software service provider. In Company with such banks and financial institutions and such returns/statements are in agreement
are unable to comment on the audit trail absence of the ‘Independent Service Auditor’s Assurance Report on the with the books of account of the Company for the respective periods, which were subject to review.
feature Description of Controls, their Design and Operating Effectiveness’ (‘Type 2
report’ issued in accordance with SAE 3402, Assurance Reports on Controls (iii) (a)
The Company is a Non-Banking Finance Company and its principal business is to give loans.
at a Service Organisation), we are unable to comment on whether audit Accordingly, reporting under clause 3(iii)(a) of the Order is not applicable to the Company.
trail feature of the said software was enabled at the database level and
operated throughout the year for all relevant transactions recorded in the (b) In our opinion, and according to the information and explanations given to us, the investments made,
respective software. guarantees provided, security given and terms and conditions of the grant of all loans and advances
in the nature of loans and guarantees provided are, prima facie, not prejudicial to the interest of
the Company.
For Walker Chandiok & Co LLP For Kirtane & Pandit LLP
Chartered Accountants Chartered Accountants (c) The Company is a Non-Banking Financial Company (‘NBFC’), registered under provisions of the
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.:105215W/W100057 Reserve Bank of India Act, 1934 and rules made thereunder and is regulated by various regulations,
circulars and norms issued by the Reserve Bank of India including Master Circular – Prudential norms
Khushroo B. Panthaky Sandeep D. Welling on Income Recognition, Asset Classification and Provisioning pertaining to Advances. In respect of
Partner Partner loans and advances in the nature of loans granted by the Company, we report that the schedule of
Membership No.: 042423 Membership No.: 044576
UDIN: 24042423BKCMMQ1185 UDIN: 24044576BKAUBH2295
Place: Pune Place: Pune

Date: April 29, 2024 Date: April 29, 2024

repayment of principal and payment of interest has been stipulated and the repayments/ receipts of (b) According to the information and explanations given to us, there are no statutory dues referred in
principal and interest are regular except for instances as below: sub-clause (a) which have not been deposited with the appropriate authorities on account of any
dispute except for the following:
Aggregate amount outstanding for overdue loans
Particulars – Days Past Due No. of Cases
as at March 31, 2024 (₹ In crores)
Gross Amount paid Period to which
Name of the Nature of Forum where Remarks, if
SMA 0 (upto 30 days) 73.88 1,44,344 statute dues
Amount (₹ in under Protest (₹ the amount
dispute is pending any
crores) in crores) relates
SMA 1 (31-60 days) 86.12 84,913
Income Tax Act, Income tax 0.01 0.01 2009-10 Commissioner
SMA 2 (61- 90 days) 59.56 54,047
1961 of Income Tax
More than 90 days 123.65 48,765 (Appeals)
Income tax 0.02 0.00 2012-13 Commissioner
Having regard to the nature of business of the Company and volume of the transactions, it is
of Income Tax
impractical to furnish the item-wise listing for the above-mentioned cases of delay in repayment of (Appeals)
principal and interest. Income tax 0.99 0.99 2014-15 to Commissioner
2016-17 of Income Tax
(d) According to the information and explanations given to us, the total amount which is overdue for
(Appeals)
90 days or more in respect of loans and advances in the nature of loans given in the course of the
business operations of the Company aggregates to `123.65 crores as at March 31, 2024 in respect of of Income Tax
48,765 number of loans. Further, reasonable steps as per the policies and procedures of the Company (Appeals)
have been taken for recovery of such principal and interest amounts overdue. Income tax 0.16 0.16 2018-19 Commissioner
of Income Tax
(e)
The Company is a Non-Banking Finance Company and its principal business is to give loans. (Appeals)
Accordingly, reporting under clause 3(iii)(e) of the Order is not applicable to the Company. Income tax 0.89 0.89 2019-20 Commissioner
of Income Tax
(f) The Company has not granted any loans or advances in the nature of loans, which are repayable on (Appeals)
demand or without specifying any terms or period of repayment.
(iv) In our opinion, and according to the information and explanations given to us, the Company has complied of Income Tax
(Appeals)
with the provisions of section 186 of the Act in respect of investments made and loans granted as
Finance Act, Service tax 10.22 4.04 2002-03 to High Court,
applicable. Further, the Company has not entered into any transaction covered under section 185 and 1994 2006-07 Kolkata
section 186 of the Act in respect of guarantees and security.
Service tax 1.85 Nil 2010-11 to High Court,
(v) The provisions of the sections 73 to 76 and any other relevant provisions of the Act and the Companies 2013-14 Kolkata
(Acceptance of Deposits) Rules, 2014 (as amended), are not applicable to the Company being a non- Jharkhand VAT 0.11 0.04 2006-07 to Sales Tax Tribunal,
Value Added 2009-10 Jharkhand, Ranchi
banking financial company registered with the Reserve Bank of India (‘the RBI’), and also the Company Tax Act, 2005
has not accepted any deposits from public or there are no amounts which have been deemed to be
Madhya VAT 1.34 Nil 2008-09 to Madhya Pradesh
deposits within the meaning of sections 73 to 76 of the Act. Accordingly, reporting under clause 3(v) of Pradesh Value 2009-10 High Court,
the Order is not applicable to the Company. Added Tax Act, Jabalpur
2002
(vi) The Central Government has specified maintenance of cost records under sub-section (1) of section 148 Orissa Value VAT 0.69 0.11 2007-08 to Sales Tax Tribunal,
of the Act only in respect of specified products of the Company. For such products, we have broadly Added Tax, September 30, Orissa
reviewed the books of account maintained by the Company pursuant to the rules made by the Central 2004 2012
Government for the maintenance of cost records under the aforesaid section, and are of the opinion that, Haryana VAT VAT 4.36 Nil 2013-14 Punjab and
prima facie, the prescribed accounts and records have been made and maintained. However, we have Act Haryana High
Court
not made a detailed examination of the cost records with a view to determine whether they are accurate
or complete. Delhi Value VAT 0.02 0.00 2014-15, Assessing Officer,
Added Tax Act, 2016-17 and Department of
(vii) (a) In our opinion, and according to the information and explanations given to us, undisputed statutory 2004 2017-18 Trade and Taxes,
Delhi
dues including goods and services tax, provident fund, employees’ state insurance, income-tax, sales-
West Bengal GST 0.61 0.10 2017-18 High Court,
tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory
GST Act Kolkata
dues, as applicable, have generally been regularly deposited with the appropriate authorities by the
West Bengal GST 0.01 0.00 2017-18 CGST & CX
Company, though there have been slight delays in a few cases. Further, undisputed provident fund GST Act Commissionerate,
which were outstanding at the year-end for a period of more than six months from the date they Kolkata
became payable are as follows: Telangana GST GST 0.30 0.03 2018-19 and GST
Act 2019-20 Commissionerate,
Period to which Hyderabad
Name of the Amount Date of
Nature of dues the amount Due Date Remarks, if any
statute (ìn Crore) Payment
relates
Employees Provident 0.01 April 2022 15th of next Unpaid
Provident Fund Fund to November month
Act 2022 respectively

(viii) According to the information and explanations (b)

According to the information and (b) We have considered the reports issued by (xix) According to the information and explanations
given to us, no transactions were surrendered or explanations given to us and on the basis the Internal Auditors of the Company till given to us and on the basis of the financial
disclosed as income during the year in the tax of our examination of the records of the date for the period under audit. ratios, ageing and expected dates of realisation
assessments under the Income Tax Act, 1961 Company, the Company has not made any of financial assets and payment of financial
(xv)
According to the information and explanation
(43 of 1961) which have not been previously preferential allotment or private placement liabilities, other information in the standalone
given to us, the Company has not entered into
recorded in the books of accounts. of shares or (fully, partially or optionally) financial statements, our knowledge of the plans
any non-cash transactions with its directors
convertible debentures during the year. of the Board of Directors and management
(ix) (a)
According to the information and or persons connected with its directors and
Accordingly, reporting under clause 3(x)(b) of and based on our examination of the evidence
explanations given to us, the Company has accordingly, reporting under clause 3(xv) of
the Order is not applicable to the Company. supporting the assumptions, nothing has come
not defaulted in repayment of its loans or the Order with respect to compliance with the
to our attention, which causes us to believe that
borrowings or in the payment of interest (xi) (a) To the best of our knowledge and according provisions of section 192 of the Act are not
any material uncertainty exists as on the date
thereon to any lender. to the information and explanations given to applicable to the Company.
of the audit report indicating that Company is
us, no fraud by the Company or no material

(b)
According to the information and (xvi) (a) The Company is required to be registered not capable of meeting its liabilities existing at
fraud on the Company has been noticed
explanations given to us including under section 45-IA of the Reserve Bank of the date of balance sheet as and when they fall
or reported during the period covered by
confirmations received from banks/ India Act, 1934 and such registration has due within a period of one year from the balance
our audit.
financial institution and other lenders been obtained by the Company. sheet date. We, however, state that this is not
and representation received from the (b)
According to the information and an assurance as to the future viability of the
(b)
According to the information and
management of the Company, and on the explanations given to us including company. We further state that our reporting is
explanations given to us, the Company has
basis of our audit procedures, we report that the representation made to us by the based on the facts up to the date of the audit
conducted Non-Banking Financial activities
the Company has not been declared a willful management of the Company, no report report and we neither give any guarantee nor
during the year under a valid Certificate of
defaulter by any bank or financial institution under sub-section 12 of section 143 of any assurance that all liabilities falling due within
Registration (CoR) from the RBI as per the
or government or any government authority. the Act has been filed by the auditors in a period of one year from the balance sheet date,
Reserve Bank of India Act, 1934.
Form ADT-4 as prescribed under rule 13 will get discharged by the company as and when

(c)
In our opinion and according to the
of Companies (Audit and Auditors) Rules, (c)
According to the information and they fall due.
information and explanations given to us,
2014, with the Central Government for the explanations given to us, the Company is
money raised by way of term loans were (xx) (a)
period covered by our audit. not a Core Investment Company (CIC) as
applied for the purposes for which these explanations given to us, there are no
defined in the regulations made by the
were obtained, though idle funds which (c)
According to the information and unspent amounts towards Corporate Social
RBI. Accordingly, reporting under clause
were not required for immediate utilisation explanations given to us including Responsibility pertaining to other than
3(xvi)(c) of the Order is not applicable to
have been invested in readily realisable the representation made to us by the ongoing projects as at end of the current
the Company.
liquid investments. management of the Company, there are no financial year. Accordingly, reporting under
whistle-blower complaints received by the (d) Based on the information and explanations clause 3(xx)(a) of the Order is not applicable

(d)
In our opinion and according to the
Company during the year. given to us and as represented by the to the Company.
information and explanations given to
management of the Company, the Group
us, and on an overall examination of the (xii)
The Company is not a Nidhi Company and (b)
(as defined in Core Investment Companies
financial statements of the Company, funds the Nidhi Rules, 2014 are not applicable to it. explanations given to us, there are no
(Reserve Bank) Directions, 2016) does not
raised by the Company on short term basis Accordingly, reporting under clause 3(xii) of the unspent amounts towards Corporate Social
have any CIC.
have, prima facie, not been utilised for long Order is not applicable to the Company. Responsibility pertaining to any ongoing
term purposes. (xvii) The Company has not incurred any cash losses project as at end of the current financial
(xiii) In our opinion and according to the information
in the current financial year as well as the year. Accordingly, reporting under clause

(e)
According to the information and and explanations given to us, all transactions
immediately preceding financial year. 3(xx)(b) of the Order is not applicable to
explanations given to us and on an overall entered into by the Company with the related
the Company.
examination of the financial statements of parties are in compliance with sections 177 (xviii) There has been no resignation of the statutory
the Company, the Company has not taken and 188 of the Act, where applicable. Further, auditors during the year. Accordingly, reporting (xxi) The reporting under clause 3(xxi) of the Order is
any funds from any entity or person on the details of such related party transactions under clause 3(xviii) of the Order is not not applicable in respect of audit of standalone
account of or to meet the obligations of its have been disclosed in the standalone financial applicable to the Company. financial statements of the Company.
subsidiary or joint venture. statements, as required under Indian Accounting Accordingly, no comment has been included in
Standard (Ind AS) 24, Related Party Disclosures respect of said clause under this report.

(f)
specified in Companies (Indian Accounting
explanations given to us, the Company has
Standards) Rules 2015 as prescribed under
not raised any loans during the year on the For Walker Chandiok & Co LLP For Kirtane & Pandit LLP
section 133 of the Act.
pledge of securities held in its subsidiary or Chartered Accountants Chartered Accountants
joint venture. (xiv) (a)
In our opinion and according to the Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.:105215W/W100057
information and explanations given to us,
(x) (a) The Company has not raised any money by Khushroo B. Panthaky Sandeep D. Welling
the Company has an internal audit system
way of initial public offer or further public Partner Partner
which is commensurate with the size and
offer (including debt instruments), during Membership No.: 042423 Membership No.: 044576
nature of its business as required under the
the year. Accordingly, reporting under UDIN: 24042423BKCMMQ1185 UDIN: 24044576BKAUBH2295
provisions of section 138 of the Act.
clause 3(x)(a) of the Order is not applicable
to the Company. Place: Pune Place: Pune
Date: April 29, 2024 Date: April 29, 2024

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE TO THE MEMBERS OF

POONAWALLA FINCORP LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR
ENDED MARCH 31, 2024
INDEPENDENT AUDITOR’S REPORT ON THE Guidance Note require that we comply with assets that could have a material effect on the statements may become inadequate because
INTERNAL FINANCIAL CONTROLS WITH ethical requirements and plan and perform financial statements. of changes in conditions, or that the degree
REFERENCE TO THE STANDALONE FINANCIAL the audit to obtain reasonable assurance about of compliance with the policies or procedures
STATEMENTS UNDER CLAUSE (I) OF SUB- whether adequate internal financial controls INHERENT LIMITATIONS OF INTERNAL may deteriorate.
SECTION 3 OF SECTION 143 OF THE COMPANIES with reference to financial statements were FINANCIAL CONTROLS WITH REFERENCE TO
ACT, 2013 (‘THE ACT’) established and maintained and if such controls FINANCIAL STATEMENTS OPINION
operated effectively in all material respects. 7. Because of the inherent limitations of internal 8. In our opinion, the Company has, in all material
1. In conjunction with our audit of the standalone
financial controls with reference to financial respects, adequate internal financial controls
financial statements of Poonawalla Fincorp 4.
Our audit involves performing procedures to
statements, including the possibility of collusion with reference to financial statements and such
Limited (‘the Company’) as at and for the obtain audit evidence about the adequacy of
or improper management override of controls, controls were operating effectively as at March
year ended March 31, 2024, we have audited the internal financial controls with reference
material misstatements due to error or fraud 31, 2024, based on internal financial controls
the internal financial controls with reference to financial statements and their operating
may occur and not be detected. Also, projections with reference to financial statements criteria
to financial statements of the Company as at effectiveness. Our audit of internal financial
of any evaluation of the internal financial controls established by the Company considering the
that date. controls with reference to financial statements
with reference to financial statements to future essential components of internal control stated
includes obtaining an understanding of such
RESPONSIBILITIES OF MANAGEMENT AND periods are subject to the risk that the internal in the Guidance Note issued by the ICAI.
internal financial controls, assessing the risk
THOSE CHARGED WITH GOVERNANCE FOR financial controls with reference to financial
that a material weakness exists, and testing
INTERNAL FINANCIAL CONTROLS and evaluating the design and operating
2. The Company’s Board of Directors is responsible effectiveness of internal control based on the For Walker Chandiok & Co LLP For Kirtane & Pandit LLP
for establishing and maintaining internal assessed risk. The procedures selected depend Chartered Accountants Chartered Accountants
financial controls based on the internal financial on the auditor’s judgement, including the Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.:105215W/W100057
controls with reference to financial statements assessment of the risks of material misstatement
criteria established by the Company considering of the financial statements, whether due to fraud Khushroo B. Panthaky Sandeep D. Welling
the essential components of internal control or error. Partner Partner
stated in the Guidance Note on Audit of Internal Membership No.: 042423 Membership No.: 044576
5.
We believe that the audit evidence we have
Financial Controls over Financial Reporting UDIN: 24042423BKCMMQ1185 UDIN: 24044576BKAUBH2295
obtained is sufficient and appropriate to provide
(‘the Guidance Note’) issued by the Institute
a basis for our audit opinion on the Company’s
of Chartered Accountants of India (‘ICAI’). Place: Pune Place: Pune
internal financial controls with reference to
These responsibilities include the design, Date: April 29, 2024 Date: April 29, 2024
financial statements .
implementation and maintenance of adequate
internal financial controls that were operating MEANING OF INTERNAL FINANCIAL CONTROLS
effectively for ensuring the orderly and efficient WITH REFERENCE TO FINANCIAL STATEMENTS
conduct of the Company’s business, including
6.
A company's internal financial controls with
adherence to the Company’s policies, the
reference to financial statements is a process
safeguarding of its assets, the prevention and
designed to provide reasonable assurance
detection of frauds and errors, the accuracy
regarding the reliability of financial reporting
and completeness of the accounting records,
and the preparation of financial statements for
and the timely preparation of reliable financial
external purposes in accordance with generally
information, as required under the Act.
accepted accounting principles. A company's
AUDITOR’S RESPONSIBILITY FOR THE AUDIT internal financial controls with reference to
OF THE INTERNAL FINANCIAL CONTROLS financial statements include those policies and
WITH REFERENCE TO FINANCIAL STATEMENTS procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and
3.
Our responsibility is to express an opinion on
fairly reflect the transactions and dispositions of
the Company's internal financial controls with
the assets of the company; (2) provide reasonable
reference to financial statements based on our
assurance that transactions are recorded as
audit. We conducted our audit in accordance
necessary to permit preparation of financial
with the Standards on Auditing issued by the
statements in accordance with generally
Institute of Chartered Accountants of India
accepted accounting principles, and that receipts
(‘ICAI’) prescribed under Section 143(10) of
and expenditures of the company are being
the Act, to the extent applicable to an audit of
made only in accordance with authorisations
internal financial controls with reference to
of management and directors of the company;
financial statements, and the Guidance Note
and (3) provide reasonable assurance regarding
on Audit of Internal Financial Controls Over
prevention or timely detection of unauthorised
Financial Reporting (‘the Guidance Note’)
acquisition, use, or disposition of the company's
issued by the ICAI. Those Standards and the

Balance Sheet Statement of Profit and Loss

as at March 31, 2024 for the year ended March 31, 2024
(All amounts are in ` Crores unless otherwise stated) (All amounts are in ` Crores unless otherwise stated)
As at As at Year ended Year ended

Note Note
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
ASSETS
Revenue from operations
1. Financial assets
Cash and cash equivalents 3 255.18 601.38 Interest income 29 2,904.05 1,816.94
Bank balances other than cash and cash equivalents 4 13.36 56.05 Rental income 30 25.54 27.72
Receivables 5 Fees and commission income 31 73.22 61.54
(i) Trade receivables 22.39 18.64
Net gain on fair value changes 32 2.15 4.45
(ii) Other receivables 6.27 2.03
Loans 6 22,046.41 15,229.45 Net gain on derecognition of financial instruments 33a 108.54 29.68
Investments 7 878.33 510.14 Total revenue from operations 3,113.50 1,940.33
Other financial assets 8 257.81 372.05
Other income 34 38.32 69.70
23,479.75 16,789.74
2. Non-financial assets Total income 3,151.82 2,010.03
Current tax assets (net) 9 171.70 114.39 Expenses
Deferred tax assets (net) 10 163.42 45.88 Finance costs 35 955.10 595.28
Investment property 11 0.07 0.08
Net loss on derecognition of financial instruments 33b - 10.87
Property, plant and equipment 12 59.78 117.83
Intangible assets under development 13 0.26 4.56 Impairment on financial instruments 36 72.02 (144.53)
Other intangible assets 14 17.00 14.25 Employee benefits expenses 37 444.42 514.80
Right of use assets 15 117.35 75.05 Depreciation and amortisation expense 38 59.31 61.41
Other non-financial assets 16 26.87 40.31
Other expenses 39 303.63 226.84
556.45 412.35
3. Assets held for sale 17 0.02 819.73 Total expenses 1,834.48 1,264.67
Total Assets 24,036.22 18,021.82 Profit before exceptional items and tax 1,317.34 745.36
LIABILITIES AND EQUITY Exceptional items 40 1,221.20 21.21
LIABILITIES
Profit before tax 2,538.54 766.57
1. Financial liabilities
Payables 18 Tax expense 10
(i) Trade Payables Current tax 610.13 24.18
- total outstanding dues of micro enterprises and small 0.02 0.05 Tax expense for earlier years (9.73) -
enterprises Deferred tax (117.82) 157.45
- total outstanding dues of creditors other than micro enterprises 1.22 1.97
and small enterprises Total tax expense 482.58 181.63
(ii) Other Payables Profit for the year 2,055.96 584.94
- total outstanding dues of micro enterprises and small - - Other comprehensive income
enterprises A. Items that will not be reclassified to profit or loss
- total outstanding dues of creditors other than micro enterprises 2.13 -
(i) Remeasurement of the defined benefit plans 0.82 2.17
and small enterprises
Debt securities 19 1,227.09 950.24 (ii) Income tax relating to items that will not be reclassified to profit or (0.21) (0.55)
Borrowings (other than debt securities) 20 13,616.13 9,804.07 loss
Subordinated liabilities 21 236.91 365.27 0.61 1.62
Lease liabilities 22 135.59 89.58 B. Items that will be reclassified to profit or loss
Other financial liabilities 23 597.26 287.86
15,816.35 11,499.04 (i) Financial instruments through other comprehensive income 0.29 (0.35)
2. Non-financial liabilities (ii) Income tax relating to items that will be reclassified to profit or loss (0.07) 0.09
Current tax liabilities (net) 24 0.01 0.34 0.22 (0.26)
Provisions 25 8.53 8.26 Other comprehensive income (A + B) 0.83 1.36
Other non-financial liabilities 26 94.93 89.48
103.47 98.08 Total comprehensive income for the year 2,056.79 586.30
EQUITY Earnings per equity share ( Face value of ₹ 2/- each )
Equity share capital 27 154.11 153.59 Basic (₹) 44 26.75 7.64
Other equity 28 7,962.29 6,271.11 Diluted (₹) 26.43 7.57
8,116.40 6,424.70
Total liabilities and equity 24,036.22 18,021.82 Summary of material accounting policies 2
Summary of material accounting policies 2 Notes 1 to 56 forms an integral part of these standalone financial
Notes 1 to 56 forms an integral part of these standalone financial statements
statements
This is the Balance Sheet referred to in our report of even date This is the Statement of Profit and Loss referred to in our report of even date
For and on behalf of the Board of Directors of For and on behalf of the Board of Directors of
Poonawalla Fincorp Limited Poonawalla Fincorp Limited
For Walker Chandiok & Co LLP For Kirtane & Pandit LLP Amar Deshpande Abhay Bhutada
Chartered Accountants Chartered Accountants Director Managing Director
Firm Registration No:001076N/ Firm Registration No:105215W/ (DIN : 07425556) (DIN : 03330542)
N500013 W100057
N500013 W100057
Khushroo B. Panthaky Sandeep D. Welling Shabnum Zaman Sanjay Miranka
Partner Partner Company Secretary Chief Financial Officer
Membership No: 042423 Membership No: 044576 Membership No: 13918
Place: Pune Place : Pune Place : Pune Place : Pune
Date: April 29, 2024 Date : April 29, 2024 Date : April 29, 2024 Date : April 29, 2024

194
Statement of Changes in Equity
for the year ended March 31, 2024
(All amounts are in ` Crores unless otherwise stated)
A. EQUITY SHARE CAPITAL

As at March 31, 2024
Balance as at April 1, 2023 Changes in equity share capital during the year Balance as at March 31, 2024*
153.59 0.52 154.11
*Net of adjustment of shares held by the PFL Employee Welfare Trust (‘PFL EWT’) / ‘Welfare Trust’ refer note no. 27

Balance as at April 1, 2022 Changes in equity share capital during the year Balance as at March 31, 2023
POONAWALLA FINCORP LIMITED

152.98 0.61 153.59
B. OTHER EQUITY
Other
Reserves and Surplus comprehensive
income
Total
Particulars Financial
Capital Share option instruments
Capital Securities Statutory Treasury Trust Retained
Redemption Outstanding through Other
Reserve Premium Reserves Shares Reserve Earnings
reserve account Comprehensive
Income
Balance as at April 1, 2023 4.80 5,247.67 515.30 14.22 105.79 - - 383.59 (0.26) 6,271.11
Profit for the year - - - - - - - 2,055.96 - 2,055.96
Other comprehensive income for the year* - - - - - - - 0.61 0.22 0.83
Total comprehensive income for the year - - - - - - - 2,056.57 0.22 2,056.79
Dividend paid - - - - - - - (307.41) - (307.41)
Transfer to/(from) retained earnings - - 411.20 - - - - (411.20) - -
Share based payment to employees - 170.86 - - (42.26) - - - - 128.60
Net income/(loss) of PFL EWT for the year - - - - - - (0.75) - - (0.75)
Purchase of shares by PFL EWT during the - - - - - (186.05) - - - (186.05)
year
Balance as at March 31, 2024 4.80 5,418.53 926.50 14.22 63.53 (186.05) (0.75) 1,721.55 (0.04) 7,962.29
*Amount of other comprehensive income/(loss) transferred to retained earnings pertains to remeasurement of defined plans
Statement of Changes in Equity

B. OTHER EQUITY (Contd)

Other
Reserve and Surplus comprehensive
income
Total
Particulars Financial
Capital Share option instruments
Capital Securities Statutory Treasury Trust Retained
Redemption Outstanding through Other
Reserve Premium Reserves Shares Reserve Earnings
reserve account Comprehensive
Income
Balance as at April 1, 2022 4.80 5,179.84 398.30 14.22 19.73 - - (55.37) - 5,561.52
Profit for the year - - - - - - - 584.94 - 584.94
Other comprehensive income for the year* - - - - - - - 1.62 (0.26) 1.36
Total comprehensive income for the year - - - - - - - 586.56 (0.26) 586.30
Dividend paid - - - - - - - (30.60) - (30.60)
Transfer to/(from) retained earnings - - 117.00 - - - - (117.00) - -
Share based payment to employees - 67.83 - - 86.06 - - - - 153.89
Net income/(loss) of PFL EWT for the year - - - - - - - - - -
Purchase of shares by PFL EWT during the - - - - - - - - - -
year
Company Overview
Balance as at March 31, 2023 4.80 5,247.67 515.30 14.22 105.79 - - 383.59 (0.26) 6,271.11
Refer note 28 for the nature and purpose of each reserves
Notes 1 to 56 forms an integral part of these standalone financial statements
This is the Statement of Changes in Equity referred to in our report of even date
Statutory Reports
For and on behalf of the Board of Directors of

Annual Report 2023-2024
Firm Registration No:001076N/N500013 Firm Registration No:105215W/W100057 (DIN : 07425556) (DIN : 03330542)
Financial Statements
195
Statement of Cash Flow Statement of Cash Flow (Contd)

for the year ended March 31, 2024 for the year ended March 31, 2024
Year ended Year ended Year ended Year ended

A. Cash flow from operating activities Repayment of borrowings - pass through certificate (109.96) (488.95)
Profit for the year 2,538.54 766.57 Proceeds from borrowings by PFL Employee Welfare Trust 175.00 -
Adjustments for : Loans repayable on demand (including commercial papers) (net) 2,169.27 1,579.84
Depreciation and amortisation expenses 59.31 68.66 Interest on lease liabilities (12.50) (8.63)
Impairment on financial instruments including exceptional items 1,545.28 79.22 Principal payment of lease liabilities (20.93) (5.76)
Net gain on sale of investment in subsidiary/joint venture (classified as asset (2,713.65) (252.69) Proceeds from issue of equity shares including securities premium 30.29 3.89
held for sale) (307.34)
Dividend paid (30.60)
Net gain on fair value changes (2.15) (3.97)
Net cash generated from financing activities (C) 3,646.77 4,343.51
Net gain on derecognition of lease (0.83) (3.23)
Net increase/(decrease) in cash and cash equivalents (A+B+C) (346.20) 266.18
Net loss on derecognition of property, plant and equipment 12.48 0.61
Cash and cash equivalents at the beginning of the year 601.38 335.20
Net gain on derecognition of financial instruments (108.54) (18.81)
Cash and cash equivalents at the end of the year 255.18 601.38
Expense on employee stock option scheme 99.63 150.63
The above Statement of Cash Flow has been prepared under the 'Indirect Method' as
Interest on lease liabilities 12.50 8.63 set out in Ind AS-7 on 'Statement of Cash Flows'.
Liabilities written back (15.19) (34.42) Notes 1 to 56 forms an integral part of these standalone financial statements
Operating cash flow before working capital changes 1,427.38 761.20
This is the Statement of Cash Flow referred to in our report of even date
Movement in working capital:
Adjustments for (increase) / decrease in assets: For and on behalf of the Board of Directors of
Bank balances other than cash and cash equivalents 42.69 145.91
Receivables (20.49) (6.64) For Walker Chandiok & Co LLP For Kirtane & Pandit LLP Amar Deshpande Abhay Bhutada
Loans (8,349.22) (4,641.31)
Other financial assets 222.26 (220.89) N500013 W100057
Other non financial assets 13.44 (17.11) Khushroo B. Panthaky Sandeep D. Welling Shabnum Zaman Sanjay Miranka
Adjustments for increase / (decrease) in liabilities: Partner Partner Company Secretary Chief Financial Officer
Payables 1.39 (10.69)
Other financial liabilities 328.16 96.44 Date: April 29, 2024 Date : April 29, 2024 Date : April 29, 2024 Date : April 29, 2024
Provisions 1.09 0.69
Other non financial liabilities 5.45 25.57
Net cash (used in) operating activities before taxes (6,327.85) (3,866.83)
Income taxes paid (net of refunds) (658.04) (33.18)
Net cash (used in) operating activities (A) (6,985.89) (3,900.01)
B. Cash flow from investing activities
Purchase of property, plant and equipment (7.02) (53.41)
Proceeds from sale of property, plant and equipment 25.93 12.42
Purchase of intangible assets (5.64) (14.22)
Net proceeds from sale of investment in subsidiary 3,533.36 -
(classified as held for sale as at March 31, 2023)
Investment by PFL Employee Welfare Trust (treasury shares) (186.85) -
Net cash outflow from PFL Employee Welfare Trust activities (1.10) -
Purchase of investments (83,426.39) (713.93)
Proceeds from sale of investments 83,060.63 591.82
Net cash generated from/(used in) investing activities (B) 2,992.92 (177.32)
C. Cash flow from financing activities
Proceeds from issue of debt securities and subordinated liabilities 500.00 500.00
Redemption of debt securities and subordinated liabilities (337.50) (336.24)
Proceeds from borrowings - term loans 8,220.00 4,600.00
Repayment of borrowings - term loans (6,659.56) (1,470.04)

Summary of significant accounting policies and other explanatory information Summary of significant accounting policies and other explanatory information
for the year ended March 31, 2024 for the year ended March 31, 2024 (Contd.)
(All amounts are in ₹ Crores unless otherwise stated) (All amounts are in ₹ Crores unless otherwise stated)
1. COMPANY OVERVIEW Accounting Standards) Rules, 2015 (as amended) e) Significant areas of estimation uncertainty, applied on future principal of amortized cost of
as specified under Section 133 of the Act including critical judgements and assumptions in assets on finance. Interest income on stage 3
Background applicable Ind AS and accounting principles assets is recognized on net basis, i.e., on non-
applying accounting policies

Poonawalla Fincorp Limited (‘the Company’), generally accepted in India. The Company credit impaired portion.

In preparing these financial statements,
having its registered office in Pune, India is a consistently applies the following accounting
management has made judgements, estimates II) The EIR is the rate that discounts the estimated
publicly held Non-Banking Finance Company policies to all periods presented in these financial
and assumptions that affect the application future cash flows through the expected life of
(‘NBFC’) engaged in providing finance through statements, unless otherwise stated.
of accounting policies and the reported the financial instrument to the gross carrying
its pan India branch network.
These financial statements have been approved amounts of assets and liabilities (including amount of the financial asset. The interest
The Company is registered as a non-deposit by the Company’s Board of Directors and contingent liabilities and assets) as on the date income is recognized on EIR method on a time
taking NBFC as defined under Section 45-IA of authorized for issue on April 29, 2024. of the financial statements and the reported proportion basis applied on the carrying amount
the Reserve Bank of India (RBI) Act, 1934. The income and expenses for the reporting period. for financial assets including credit impaired
Company is also registered as a corporate agent b) Functional and Presentation currency Management believes that the estimates used financial assets.
under Insurance Regulatory and Development These financial statements are presented in Indian in the preparation of the financial statements are
III)
The calculation of the effective interest rate
Authority of India (Registration of Corporate Rupees (INR), which is the Company’s functional prudent and reasonable. Actual results may differ
includes transaction costs and fees paid
Agents) Regulations, 2015. Its equity shares are currency. All amounts have been denominated from these estimates.
or received that are an integral part of the
listed on National Stock Exchange and Bombay in crores and rounded off to the nearest two
Estimates and underlying assumptions effective interest rate. Transaction costs include
Stock Exchange. decimal, except when otherwise indicated.
are reviewed on an ongoing basis. incremental costs that are directly attributable
Effective October 01, 2022, the Company has c) Historical cost convention Revisions to accounting estimates are to the acquisition or issue of a financial asset or
been categorized as NBFC-ML under the RBI recognized prospectively. financial liability.
The financial statements have been prepared on
Scale Based Regulation dated October 22, 2021.
a historical cost basis, except for the following Key sources of estimation of uncertainty at the IV) The ‘Amortized cost’ of a financial asset is the
2.
M AT E R I A L ACCO U N T I N G POLICY material items: date of financial statements, which may cause a amount at which the financial asset is measured
INFORMATION AND KEY ACCOUNTING material adjustment to the carrying amount of on initial recognition minus the principal
• Certain financial assets at Fair value through
ESTIMATES AND JUDGEMENTS: assets and liabilities within the next financial year repayments, plus or minus the cumulative
other comprehensive income (FVTOCI).
are included in the following notes: amortization using the effective interest method
a) Statement of compliance and basis of • Financial instruments at Fair value through of any difference between that initial amount and
preparation − Note 50 - impairment of financial instruments:
profit and loss (FVTPL) that is measured at the maturity amount adjusted for any expected
determining inputs into the Expected Credit
The financial statements for the year ended fair value. credit loss allowance.
Loss (ECL) model, including incorporation of
March 31, 2024 have been prepared by the

• Net defined benefit (asset)/ liability - fair forward-looking information and assumptions V ) Income from direct assignment (sale) transactions
Company in accordance with Indian Accounting
value of plan assets less present value of used in estimating recoverable cash flows represents the present value of excess interest
Standards (‘Ind AS’) notified by the Ministry of
defined benefit obligation. spread receivables on de-recognized assets
Corporate Affairs, Government of India under the − Note 49 - determination of the fair value
computed by discounting net cash flows from
Companies (Indian Accounting Standards) Rules, d) Measurement of fair values of financial instruments with significant
such assigned pools on the date of transactions.
2015 (as amended) notified under Section 133 unobservable inputs

A number of Company’s accounting policies
of the Companies Act, 2013, (the ‘Act’) and other VI) Overdue interest and other charges are treated
and disclosures require the measurement − Note 42 - measurement of defined benefit
relevant provisions of the Act. to accrue on realization, due to uncertainty of
of fair values, for both, financial and non- obligations: key actuarial assumptions
realization and is accounted for accordingly.

Further, the Company has complied with all financial assets and liabilities. The Company has
− Note 10 - recognition of deferred tax assets:
the directions related to Implementation of established policies and procedures with respect VII) For revenue recognition from leasing transactions
availability of future taxable profit against which
Indian Accounting Standards prescribed for to the measurement of fair values. Fair values of the Company, refer Note 43 on Leases.
carry-forward tax losses can be used
NBFCs in accordance with the RBI notification are categorized into different levels in a fair
VIII) Income from collection and support services is
no. RBI/2019-20/170 DOR (NBFC).CC.PD. value hierarchy based on the inputs used in the Judgements: recognized over time as the services are rendered
No.109/22.10.106/2019-20 dated March 13, valuation techniques as follows:
Information about judgements made in applying as per the terms of the contract.
2020. Any application guidance/ clarifications/
− Level 1: Quoted prices (unadjusted) in active policies that have the most significant effects on
directions issued by RBI or other regulators IX)
Fair value changes from financial instrument
markets for identical assets and liabilities. the amount recognized in the standalone financial
are implemented as and when they are measured at FVTPL are recognized in revenue
statements is included in the following note:
issued/ applicable. − Level 2: Inputs other than quoted prices from operations basis their fair valuation
included in Level 1 that are observable for the Classification of financial assets: Assessment of and provision.

The financial statements are prepared and
asset or liability, either directly or indirectly. the business model within which the assets are
presented in the format prescribed in the Division X) Dividend is recognized when the right to receive
held for sale, held for sale and maturity and held
III of Schedule III of the Act. − Level 3: Inputs for the asset or liability that the dividend is established.
for maturity.
are not based on observable market data
A summary of the material accounting policy XI) The Company recognizes revenue from contracts
(unobservable inputs). f) Revenue recognition
information and other explanatory information with customers (other than financial assets
is in accordance with the Companies (Indian I) Interest income from financial assets (assets on to which Ind AS 109 ‘Financial instruments’
finance) is recognized on accrual basis using is applicable) based on a comprehensive
Effective Interest Rate (‘EIR’) method. EIR is assessment model as set out in Ind AS 115

for the year ended March 31, 2024 (Contd.) for the year ended March 31, 2024 (Contd.)
‘Revenue from contracts with customers’. through the profit or loss account are recognized • The contractual terms of the financial asset Financial liabilities and equity instruments
Revenue is measured at the transaction price immediately in the Statement of profit or loss. represent contractual cash flows that are Debt and equity instruments issued by the
allocated to the performance obligation in Trade Receivables are measured at transaction solely payments of principal and interest. Company are classified as either financial
accordance with Ind AS 115. The Company price. Trade receivables and debt securities liabilities or as equity in accordance with the
identifies contract(s) with a customer and its issued are initially recognized when they Financial assets at Fair Value through Other
substance of the contractual arrangements
performance obligations under the contract, are originated. Comprehensive Income (‘FVTOCI’)
and the definitions of a financial liability and an
determines the transaction price and its allocation A financial asset is measured at FVTOCI only if equity instrument.
to the performance obligations in the contract II) Classifications both of the following conditions are met:
and recognizes revenue only on satisfactory
Financial liabilities are classified, at initial
Financial assets • It is held within a business model whose
completion of performance obligations. recognition, as financial liabilities at amortized

On initial recognition, depending on the objective is achieved by both collecting cost or fair value through profit or loss,
Other income Company’s business model for managing the contractual cash flows and selling as appropriate.
financial assets and its contractual cash flow financial assets.
I)
Income from power generation is
characteristics, a financial asset is classified as Equity instruments
recognized based on the unit’s generated • The contractual terms of the financial asset
measured at;
An equity instrument is any contract that
(point in time) as per the terms of the power represent contractual cash flows that are
purchase arrangements with respective − Amortized cost; solely payments of principal and interest. evidences a residual interest in the assets of
State Electricity Boards. an entity after deducting all of its liabilities.
− fair value through other comprehensive Financial assets at Fair Value through Profit Equity instruments issued by the Company
II) All other items of income are accounted for income (FVTOCI); or and Loss (FVTPL) is recognized at the proceeds received, net of
on accrual basis. directly attributable transaction costs.
− fair value through profit and loss (FVTPL). Any financial instrument, which does not meet
g) Finance Costs the criteria for categorization as at amortized
Financial assets are not reclassified subsequent III) Subsequent measurement
cost or as FVOCI, is classified as at FVTPL.

Finance costs include interest expense to their initial recognition, except if and in the
Amortized cost
computed by applying the effective interest rate period the Company changes its business model Re-classification from Amortized Cost to
on respective financial instruments measured for managing financial assets. Amortized cost is the amount at which the
FVOCI
at Amortized cost. Financial instruments financial asset or financial liability is measured

The classification depends on the entity’s If there are multiple sale transaction of portfolios at initial recognition minus the principal
include term loans, non-convertible debentures,
business model for managing the financial assets exceeding the prescribed threshold except as repayments, plus or minus the cumulative
commercial papers, subordinated debts,
and the contractual terms of the cash flows. allowed under Ind AS 109 i.e. for stress case amortization using the EIR method of discount
perpetual debts and exchange differences
scenarios, and the management estimates that or premium on acquisition and fees or costs that
arising from foreign currency borrowings to the Business model assessment the Company may continue to sell down the loan are an integral part of the EIR and, for financial
extent they are regarded as an adjustment to the
The Company makes an assessment of the assets for the purpose of meeting other business assets, adjusted for any loss allowance.
interest cost. Interest expense on lease liabilities
objective of the business model in which a objectives then such part of the loan assets (if
is computed by applying the notional borrowing
financial asset is held at a portfolio level because specifically identified) shall be re-classified to FVTPL
rate and has been included under finance costs.
this best reflects the way the business is managed FVOCI from Amortized Cost category. These assets are subsequently measured at
It also includes discounting charges paid for
and information is provided to management. fair value. Net gains and losses, including any
securitization transactions entered under ‘pass- Re-classification from FVOCI to Amortized
through’ arrangement. At initial recognition of a financial asset, the interest or dividend income, are recognized in
Cost
Company determines whether newly recognized the statement of profit or loss. The transaction
h) Financial instruments If considerable time period has elapsed since costs and fees are also recorded related to these
financial assets are part of an existing business
the past sale transaction and the management instruments in the statement of profit and loss.
I) Initial recognition and measurement model or whether they reflect a new business
estimates that there is a very limited probability
model. The frequency, volume and timing of

Financial assets and financial liabilities are of selling down the portfolio in future, other FVTOCI
sales of financial asset in prior periods, the reason
recognized when the Company becomes a party than stressed portfolio or other exceptions as Financial assets that are held within a business
for such sales and expectations about future
to the contractual provisions of the instruments. allowed under Ind AS 109, then such portfolio model whose objective is achieved by both,
sales activity are important determining factors
can be re-classified from FVOCI to Amortized selling financial assets and collecting contractual

Financial assets and financial liabilities are of the business model. The Company reassess
Cost category. cash flows that are solely payments of principal
initially measured at fair value. Transaction costs its business models each reporting period to
and revenue that are directly attributable to determine whether the business models have and interest, are subsequently measured at fair
Equity Investments
the acquisition or issue of financial assets and changed since the preceding period. value through other comprehensive income.

All equity investments other than equity Fair value movements are recognized in the
financial liabilities (other than financial assets
Financial instruments at Amortized Cost investments in subsidiaries / associates / joint other comprehensive income (OCI). Interest
and financial liabilities at fair value through profit
ventures are measured at FVTPL. These include income measured using the EIR method and
or loss) are added to or deducted from the fair A financial asset is measured at amortized cost
all equity investments in scope of Ind AS 109. impairment losses, if any are recognized in the
value of the financial assets or financial liabilities, only if both of the following conditions are met:
The Company accounts for its investments in statement of profit and loss. On derecognition,
as appropriate, on initial recognition.
• It is held within a business model whose subsidiaries, associates and joint ventures at cost cumulative gain or loss previously recognized

Transaction costs and revenues of financial objective is to hold assets in order to collect less accumulated impairment, if any. in OCI is reclassified from the equity to ‘other
assets or financial liabilities carried at fair value contractual cash flows. income’ in the statement of profit and loss.

IV) De-recognition of financial assets and Securitization and Assignment The Company has established a policy to perform i) Non-Current Assets Held for Sale
financial liabilities In case of transfer of loans through securitization an assessment, at the end of each reporting
Non-current assets are classified as held for
and direct assignment transactions, the period, of whether a financial instrument’s
Financial assets sale if their carrying amount will be recovered
transferred loans are de-recognized and credit risk has increased significantly since initial
A financial asset (or, where applicable, a part principally through a sale transaction rather than
gains/losses are accounted for, only if the recognition, by considering the change in the
of a financial asset or part of a group of similar through continuing use and a sale is considered
Company transfers substantially all risks and risk of default occurring over the remaining life
financial assets) is primarily de-recognized highly probable. They are measured at the lower
rewards specified in the underlying assigned of the financial instrument.
(i.e. removed from the Company’s balance of their carrying amount and fair value less costs
loan contract. Management overlay is used to estimate the ECL to sell, except for assets such as deferred tax
sheet) when:
In accordance with the Ind AS 109, on de- allowance in circumstances where management assets, assets arising from employee benefits,
• The rights to receive cash flows from the believes that the existing inputs, assumptions financial assets and contractual rights under
recognition of a financial asset under assigned
asset have expired, or and model techniques do not factor the related insurance contracts, which are specifically
transactions, the difference between the
• The Company has transferred its rights to carrying amount and the consideration received exception scenario or captures all the risk factors exempt from this requirement.
receive cash flows from the asset or has are recognized in the statement of profit and loss. relevant to the Company’s lending portfolios.
An impairment loss is recognized for any initial or
assumed an obligation to pay the received To mitigate the credit risk on financial assets, the subsequent write-down of the asset to fair value
cash flows in full without material delay Equity
Company seeks to use collateral, where possible less costs to sell. A gain is recognized for any
to a third party under a ‘pass-through’
Equity instruments issued by the Company as per the powers conferred on the Non-Banking subsequent increases in fair value less costs to
arrangement; and either (a) the Company are recognized at the proceeds received, net of Finance Companies under the Securitization sell of an asset, but not in excess of any cumulative
has transferred substantially all the risks and direct issue costs. and Reconstruction of Financial Assets and impairment loss previously recognized. A gain or
rewards of the asset, or (b) the Company has Enforcement of Securities Interest Act, 2002 loss not previously recognized by the date of the
neither transferred nor retained substantially V) Offsetting of financial instruments
(“SARFAESI”). sale of the non-current asset is recognized at the
all the risks and rewards of the asset, but has
Financial assets and financial liabilities are date of de-recognition.
transferred control of the asset offset and the net amount is reported in the Financial assets are fully provided for or written
balance sheet when the Company has a legally off (either partially or in full) when there is no
Non-current assets are not depreciated or
When the Company has transferred its rights to reasonable expectation of recovering a financial amortized while they are classified as held for
enforceable right to offset the recognized
receive cash flows from an asset or has entered asset in its entirety or a portion thereof. sale. Interest and other expenses attributable
amounts and there is an intention to settle on
into a pass-through arrangement, it evaluates to the liabilities of a disposal group classified as
a net basis or realize the asset and settle the
However, financial assets that are written off
if and to what extent it has retained the risks held for sale continue to be recognized.
liability simultaneously. could still be subject to enforcement activities
and rewards of ownership. When it has neither
transferred nor retained substantially all of the under the company’s recovery procedures, taking Non-current assets classified as held for sale are
VI) Impairment of Financial Assets
risks and rewards of the asset, nor transferred into account legal advice where appropriate. Any presented separately from the other assets in the
The Company recognizes loss allowances for recoveries made are credited to impairment loss balance sheet. The liabilities of a disposal group
control of the asset, the Company continues to
Expected Credit Loss (ECL) on all the financial on actual realization from customer. classified as held for sale are presented separately
recognize the transferred asset to the extent
assets that are not measured at FVTPL: from other liabilities in the balance sheet.
of the Company’s continuing involvement. The Impairment losses and releases are accounted
Company continues to recognize the assets on ECL are probability weighted estimate of future for and disclosed separately from modification j) Leases
finance on books which has been securitized credit losses based on the staging of the financial losses or gains that are accounted for as an
under pass through arrangement and does not asset to reflect its credit risk. They are measured adjustment of the financial asset’s gross I) The Company as lessor
meet the de-recognition criteria. as follows: carrying value. Leases are classified as finance leases whenever

On de-recognition of a financial asset, the Stage 1: financial assets that are not credit
• the terms of the lease transfer substantially all
For more details, refer Note 50.
difference between the carrying amount of the impaired – as the present value of all cash the risks and rewards of ownership to the lessee.
asset (or the carrying amount allocated to the shortfalls that are possible within 12 months Presentation of ECL allowance for financial All other leases are classified as operating leases.
portion of the asset de-recognized) and the after the reporting date. asset: Amounts due from lessees under finance leases
sum of the consideration received (including the ECL allowance for financial asset measured at are recognized as receivables at the amount of
• Stage 2: financial assets with significant
value of any new asset obtained less any new Amortized cost or FVOCI is shown as a deduction the Company’s net investment in the leases.
increase in credit risk but not credit impaired
liability assumed) is transferred to statement of from the gross carrying amount of the assets. Finance lease income is allocated to accounting
– as the present value of all cash shortfalls
profit or loss. periods so as to reflect a constant periodic rate
that result from all possible default events
Modification of financial assets of return on the Company’s net investment
Financial liabilities over the expected life of the financial asset.
A modification of a financial asset occurs when outstanding in respect of the leases.
The Company de-recognizes a financial liability Stage 3: financial assets that are credit
• the contractual terms governing the cash flows
when its contractual obligations are discharged, impaired – as the difference between the
Rental income from operating leases is
of a financial asset are renegotiated or otherwise
cancelled or expired. The difference between gross carrying amount and the present recognized on a straight-line basis over the lease
modified between initial recognition and
the carrying amount of the financial liability value of estimated cash flows. term. In certain lease arrangements, variable
maturity of the financial asset. A modification
derecognized and the consideration paid and rental charges are also recognized over and
The Company’s policy for determining significant affects the amount and/or timing of the
payable is recognized in Statement of profit above minimum commitment charges based on
increase in credit risk is set out in Note 50. contractual cash flows either immediately or at
or loss. usage pattern.
a future date.

II) The Company as lessee fixed payments. When the lease liability is re- ii) Defined benefit plans III) Other long term employee benefits
measured, the corresponding adjustment is
i) Right of use assets and Lease liability Gratuity Compensated absences
reflected in the right-of-use asset or is recorded
The Company assesses whether a contract in statement of profit or loss if the carrying The Company’s gratuity benefit scheme is The employees of the Company are entitled
is or contains a lease, at inception of a amount of the right-of-use asset has been a defined benefit plan. The Company’s net to compensated absences which are both
contract. A contract is, or contains, a lease reduced to zero. obligation in respect of the gratuity benefit accumulating and non-accumulating in
if it conveys the right to control the use of scheme is calculated by estimating the nature. The expected cost of accumulating
an identified asset for a period in exchange Presentation amount of future benefit that employees compensated absences is determined by
for consideration. To assess whether a Lease liability and right of use assets have been have earned in return for their service in actuarial valuation based on the additional
contract conveys the right to control the separately presented in the balance sheet and the current and prior periods; that benefit is amount expected to be paid as a result of the
use of an identified asset, the Company lease payments have been classified as financing discounted to determine its present value, unused entitlement that has accumulated
assesses whether: cash flows. and the fair value of any plan assets, if any, at the balance sheet date. The expenses
is deducted. and actuarial gain / loss on account of the
a)
the contract involves the use of an The Company has elected to account for short- above benefit plans are recognized in the
identified asset; term leases and leases of low-value assets using The present value of the obligation under statement of profit and loss on the basis of

b)
the Company has substantially all the the practical expedients. Instead of recognizing a such defined benefit plan is determined actuarial valuation.
economic benefits from use of the asset right-of-use asset and lease liability, the payments based on actuarial valuation using the
through the period of the lease; and in relation to these leases are recognized as an Projected Accrued Benefit Method (same IV) Share-based payment arrangements -
expense in the statement of profit and loss on a as Projected Unit Credit Method), which Employee Stock Options
c) the Company has the right to direct the use straight-line basis over the lease term. recognizes each period of service as giving Equity-settled share-based payments to
of the asset. rise to additional unit of employee benefit employees are measured at the fair value
ii) De-recognition entitlement and measures each unit
Recognition and initial measurement of the equity instruments at the grant date.
An item of right of use assets and lease liability separately to build up the final obligation. The fair value determined at the grant date
At the lease commencement date, the Company is de-recognized upon termination of lease
The obligation is measured at the present of the equity-settled share-based payments
recognizes a Right-of-Use (“RoU”) asset and agreement. Any difference between the carrying
value of the estimated future cash flows. is expensed on a straight-line basis over the
equivalent amount of lease liability. The right- amount of right of use asset and lease liability is
The discount rates used for determining the vesting period, based on the Company’s
of-use asset is measured at cost, which is made recognized in statement of profit or loss.
present value of the obligation under defined estimate of equity instruments that will
up of the initial measurement of the lease
benefit plan, are based on the market yields eventually vest, with a corresponding
liability, any initial direct costs incurred by the k) Employee Benefits
on Government securities as at the balance increase in other equity.
Company, an estimate of any costs to dismantle
I) Short term employee benefits sheet date. When the calculation results
and remove the asset at the end of the lease (if In case, the company modifies the terms and
any), and any lease payments made in advance Short term employee benefits are expensed in a potential asset for the Company, the condition on which the equity instruments
of the lease commencement date (net of any as the related service is provided. A liability recognized asset is limited to the present were granted in a manner that is beneficial
incentives received). is recognized for the amount expected to be value of economic benefits available in the to the employees, the incremental cost will
paid if the Company has a present legal or form of any future refunds from the plan or be recognized over the period starting from
Subsequent measurement constructive obligation to pay this amount as a reductions in future contribution to the plan. the modification date till the date of vesting

The Company depreciates the right-of-use result of past service provided by the employee if the modification occurs during the vesting
The change in defined benefit plan liability
assets on a straight-line basis from the lease and the obligation can be estimated reliably. This period. In case, modification occurs after
is split into changes arising out of service,
commencement date to the earlier of the end of includes performance linked incentives. Short the vesting period, the incremental cost will
interest cost and re-measurements and
the useful life of the right-of-use asset or the end term employee obligations are measured at be recognized immediately.
the change in defined benefit plan asset
of the lease term. The Company also assesses undiscounted basis.
is split between interest income and re-
the right-of-use asset for impairment when such V) Treasury Shares
II) Post-employment benefits measurements. Changes due to service
indicators exist. cost and net interest cost/ income is The Company has created an ESOP Trust (the
i) Defined contribution plans recognized in the statement of profit and ‘Trust) for providing share-based payment
At the lease commencement date, the Company
A defined contribution plan is a post– loss. Re-measurements of net defined to its employees. The Company uses the
measures the lease liability at the present value
employment benefit plan under which an benefit liability/ (asset) which comprise Trust as a vehicle for distributing shares
of the lease payments unpaid at that date,
entity pays fixed contributions into a separate of the below are recognized in other to employees under the Employee Stock
discounted using the interest rate implicit in the
entity and will have no legal or constructive comprehensive income: Option Scheme. The Trust purchase shares
lease if that rate is readily available or the notional
obligations to pay further amounts. of the Company from the market, for giving
borrowing rate. Lease payments included in the • Actuarial gains and losses; shares to employees. The Company treats
measurement of the lease liability are made up
Provident Fund • The return on plan assets, excluding Trust as its extension and the standalone
of fixed payments (including in substance fixed
Contributions paid/payable to the recognized amounts included in net interest on the financial statements includes the financial
payments). Subsequent to initial measurement,
providentfund, whichis a defined contribution net defined benefit liability / (asset) statements of Trust. The shares held by the
the liability will be reduced for payments made
scheme, are expensed as the related service Trust are treated as treasury shares.
and increased for interest. It is re-measured
to reflect any reassessment or modification, is provided and recognized as personnel
or if there are changes in the in-substance expenses in statement of profit or loss.


Own equity instruments that are re- be realized; such reductions are reversed when Investment Property consists of building let out the continued use of the asset. Any gain or loss
acquired (treasury shares) are recognized the probability of future taxable profits improves. to earn rentals. The Company follows cost model arising on the disposal or retirement of an item of
at cost and deducted from other equity. No for measurement of investment property. PPE or investment property is determined as the
Unrecognized deferred tax assets are reassessed
gain or loss is recognized in the Statement difference between the sales proceeds and the
at each reporting date and recognized to the Depreciation and amortization expense
of Profit and Loss on the purchase, sale, carrying amount of the asset and is recognized
extent that it has become probable that future
issue or cancellation of the company’s own
Depreciation on PPE is provided using the in statement of profit or loss.
taxable profits will be available against which
equity instruments. Share options exercised straight-line method at the rates specified in
they can be used. Capital work-in-progress
during the reporting period are settled with Schedule II to the Act. Depreciation is calculated
treasury shares. Deferred tax is measured at the tax rates that are on a pro-rata basis from the date of installation PPE not ready for the intended use on the date of
expected to be applied to temporary differences till the date the assets are sold or disposed. the balance sheet are disclosed as “capital work-
l) Income Taxes when they reverse, using tax rates enacted or in-progress” and carried at cost, comprising
Sl. No. Item Life (in Years)
Income-tax expense comprises of current tax substantively enacted at the reporting date. direct cost, related incidental expenses and
1 Buildings 60
(i.e. amount of tax for the period determined attributable interest.
The measurement of deferred tax reflects the 2 Windmills 22
in accordance with the income tax law) and
tax consequences that would follow from the 3 Furniture and Fixtures 10 Individual assets costing less than or equal to
deferred tax charge or credit (reflecting the
manner in which the Company expects, at the 4 Electrical Installations and 10 ` 5,000/- are depreciated in full in the month
tax effects of temporary differences between
reporting date, to recover or settle the carrying Equipment of acquisition.
tax base and book base). It is recognized in
amount of its assets and liabilities. 5 Vehicles 8
statement of profit or loss except to the extent n) Intangible assets
Deferred tax assets and liabilities are offset only 6 Office Equipment 5
that it relates to a business combination, or items
recognized directly in equity or in OCI. if the Company: 7 Server 6 Recognition and measurement
8 Network 6 Intangible assets with finite useful lives that
I) Current tax -
has a legally enforceable right to set off 9 Printer 3 are acquired separately are capitalized and
current tax assets against current tax
Current tax is measured at the amount expected 10 Tablet 3 carried at cost less accumulated amortization
liabilities; and
to be paid in respect of taxable income for the and impairment losses, if any. Cost includes
Freehold land is not depreciated.
year in accordance with the Income Tax Act, - the deferred tax assets and the deferred tax non-refundable taxes, duties, freight and other
1961. Current tax comprises the tax payable liabilities relate to income taxes levied by the Depreciation on vehicles given on operating incidental expenses related to the acquisition and
on the taxable income or loss for the year and same taxation authority. lease is provided on straight line method at installation of the respective assets. Intangible
any adjustment to the tax payable in respect rates based on tenure of the underlying lease assets are recognized when it is probable that the
of previous years. It is measured using tax m)
Property, plant and equipment and contracts not exceeding 8 years. future economic benefits that are attributable to
rates enacted or substantively enacted at the Investment property the asset will flow to the Company.
For the following class of assets, based on internal
reporting date. Recognition and measurement assessment, the management believes that Expenditure on internally developed software is
The amount of current tax reflects the best Property, plant and equipment (PPE) held for the useful lives as given below best represent recognized as an asset when the Company is able
estimate of the tax amount expected to be paid use or for administrative purposes, are stated the period over which management expects to demonstrate that the product is technically
after considering the uncertainty, if any, related in the balance sheet at cost less accumulated to use these assets. Hence the useful life for and commercially feasible, its intention and
to income taxes. depreciation and accumulated impairment these assets is different from the useful lives as ability to complete the development and use
losses. The cost includes non-refundable taxes, prescribed under Part C of Schedule II of the Act: the software in a manner that will generate
Current tax assets and liabilities are offset only if,
duties, freight and other incidental expenses future economic benefits, and that it can reliably
the Company: Desktop, scanner and UPS 6 years
related to the acquisition and installation of measure the costs to complete the development.
- has a legally enforceable right to set off the the respective assets. PPE is recognized when Laptops / Handheld Device 4 years
The costs of internally developed software include
recognized amounts; and it is probable that future economic benefits
Leasehold improvements 10 years all costs directly attributable to developing the
associated with the item will flow to the
-
intends either to settle on a net basis, software and capitalized borrowing costs and
Company. Subsequent expenditure on PPE The estimated useful lives, residual values and
or to realize the asset and settle the are Amortized over its useful life.
after its purchase is capitalized if it is probable depreciation method are reviewed at the end
liability simultaneously.
that the future economic benefits will flow to of each reporting period, with the effect of Amortization
II) Deferred tax the enterprise. any changes in estimate accounted for on a
Amortization of intangible assets is recognized
prospective basis.

Deferred tax is recognized in respect of
Properties in the course of construction on a straight-line basis over a period of 6 years,
temporary differences between the carrying for production, supply or administrative When significant parts of an item of PPE have which is the Management’s estimate of its useful
amounts of assets and liabilities for financial purposes are carried at cost, less accumulated different useful lives, they are accounted for as life. The estimated useful life and amortization
reporting purposes and the amounts used for depreciations and recognized impairment loss. separate items (major components) of PPE. method are reviewed at the end of each reporting
taxation purposes. Such properties are classified to the appropriate period, with the effect of any changes in estimate
categories of property, plant and equipment De-recognition being accounted for on a prospective basis.

Deferred tax assets are reviewed at each
when completed and ready for intended use. An item of PPE or investment property is de-
reporting date and based on management’s
Depreciation of these assets, on the same basis recognized upon disposal or when no future
judgement, are reduced to the extent that it is no
as other property assets, commences when the economic benefits are expected to arise from
longer probable that the related tax benefit will
assets are ready for their intended use.

De-recognition q) Provisions and contingencies related to Contingent assets are disclosed in the financial ordinary equity holders by the weighted average
An intangible asset is de-recognized on disposal, claims, litigation, etc. statements where an inflow of economic number of shares outstanding during the year.
or when no future economic benefits are benefits is probable. Partly paid-up equity share, if any, is included as
A provision is recognized if, as a result of a past
expected from use or disposal. Gains or losses fully paid equivalent according to the fraction
event, the Company has a present obligation s) Cash and cash equivalents
arising from de-recognition of an intangible paid up.
(legal or constructive) that can be estimated
asset, measured as the difference between the For the purpose of presentation in the statement
reliably, and it is probable that an outflow of Diluted earnings per equity share has been
net disposal proceeds and the carrying amount of cash flows, cash and cash equivalents includes
economic benefits will be required to settle computed using the weighted average number
of the asset, is recognized in statement of profit cash on hand, deposits held at call with financial
the obligation. Provisions are measured at the of shares and dilutive potential shares, except
or loss when the asset is de-recognized. institutions, other short-term, highly liquid
present value of management’s best estimate where the result would be anti-dilutive.
investments with original maturities of three
of the expenditure required to settle the
Intangible assets under development months or less that are readily convertible to w) Dividend
present obligation at the end of the reporting
Intangible assets not ready for the intended use known amounts of cash and which are subject
period. The discount rate used to determine Interim dividend declared to equity shareholders,
on the date of balance sheet are disclosed as to an insignificant risk of changes in value, and
the present value is a pre-tax rate that reflects if any, is recognized as liability in the period
“Intangible assets under development. bank overdrafts.
current market assessments of the time value of in which the said dividend is declared by the
money and the risks specific to the liability. The t) Cash flow statement Board of Directors. Final dividend declared,
o) Impairment of non-financial assets
increase in the provision due to the passage of if any, is recognized in the period in which the
The Company’s non – financial assets including
Cash flows are reported using the indirect
time is recognized as finance cost. Provisions, said dividend is approved by the Shareholders.
deferred tax is assessed at each balance sheet method, whereby net profit before tax is
contingent liabilities and contingent assets are Dividend payable is recognized directly in
date whether there is any indication that an adjusted for the effects of transactions of non-
reviewed at each balance sheet date. other equity.
asset may be impaired. If any such indication cash future, any deferrals or accruals of past or
exists, the Company estimates the recoverable I) Onerous contracts future operating cash receipts or payments x) Subsequent events
amount of the asset. If such recoverable amount and item of expenses associated with investing
A contract is considered as onerous when the The Company evaluates all transactions and
of the asset or the recoverable amount of the or financing cash flows. The cash flows from
expected economic benefits to be derived by events that occur after the balance sheet date
cash generating unit to which the asset belongs operating, investing and financing activities of
the Company from the contract are lower than but before the financial statements are issued.
is less than its carrying amount, the carrying the Company are segregated.
the unavoidable cost of meeting its obligations Based upon the evaluation, the Company did
amount is reduced to its recoverable amount. under the contract. The provision for an onerous not identify any recognized or non-recognized
u) Operating segments
The reduction is treated as an impairment loss contract is measured at the lower of the subsequent events that would have required
and is recognized in the statement of profit Operating segments are reported in a manner
expected cost of terminating the contract and adjustment or disclosure in the financial
and loss. If at the balance sheet date there is an consistent with the internal reporting provided
the expected net cost of continuing with the statements, except as disclosed.
indication that a previously assessed impairment to the Chief Operating Decision Maker (CODM)
contract. Before a provision is established, the
loss no longer exists, the recoverable amount of the Company. The CODM is responsible y) Recent pronouncements
Company recognizes any impairment loss on the
is reassessed and the asset is reflected at the for allocating resources and assessing
assets associated with that contract. Ministry of Corporate Affairs (“MCA”) notifies
recoverable amount subject to a maximum performance of the operating segments of the
new standards or amendments to the existing
of depreciated historical cost. A reversal of an II) Contingencies related to claims, litigation, etc. Company. Refer note 53 for details on segment
standards under Companies (Indian Accounting
impairment loss is recognized immediately in information presented.
Provision in respect of loss contingencies relating Standards) Rules as issued from time to time.
the statement of profit and loss. Goodwill is to claims, litigation, assessment, fines, penalties, For the year ended March 31, 2024, MCA has
v) Earnings per equity share
tested annually for impairment. etc. are recognized when it is probable that a not notified any new standards or amendments

Basic earnings per equity share has been
liability has been incurred, and the amount can to the existing standards not yet effective and
p) Foreign Currency Transactions computed by dividing net income attributable to
be estimated reliably. Provisions are reviewed applicable to the Company.
Transactions in currencies other than Company’s at each balance sheet date and adjusted to
operational currency are recorded on initial reflect the current best estimate. If it is no longer
recognition using the exchange rates prevailing probable that the outflow of resources would be
on the date of the transaction. The foreign required to settle the obligation, the provision
currency borrowing being a monetary liability is reversed.
is restated to INR (being the functional currency
of the Company) at the prevailing rates of r) Contingent liabilities and contingent
exchange at the end of every reporting period assets
with the corresponding exchange gain/ loss A contingent liability exists when there is a
being recognized in statement of profit or loss. possible but not probable obligation, or a
Exchange differences that arise on settlement present obligation that may, but probably will
of monetary items or on reporting of monetary not, require an outflow of resources, or a present
items at each balance sheet date at the closing obligation whose amount cannot be estimated
spot rate are recognized in the statement of reliably. Contingent liabilities do not warrant
profit and loss in the period in which they arise. provisions but are disclosed unless the possibility
of outflow of resources is remote.

3. CASH AND CASH EQUIVALENTS 5. RECEIVABLES (CONTD.)
Particulars
As at As at Trade receivables ageing schedule as at March 31, 2023
March 31, 2024 March 31, 2023
Undisputed Trade Disputed Trade
Cash on hand 0.28 1.96
Particulars receivables – Receivables – Total
Balances with banks : considered good considered good
In current accounts 254.90 599.33 Less than 6 months 18.31 - 18.31

In deposits with original maturity of less than 3 months - 0.09 6 months - 1 year 0.32 - 0.32
255.18 601.38 1-2 years 0.01 - 0.01
2- 3 years - - -
4. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS More than 3 years - - -
As at As at Total 18.64 - 18.64
Particulars
March 31, 2024 March 31, 2023
Less: Impairment loss allowance - - -
Bank balances other than cash and cash equivalents
Total Trade receivables 18.64 - 18.64
In deposits with original maturity of more than 3 months 5.80 3.20
Earmarked balances with banks 6. LOANS (AT AMORTISED COST)

Unclaimed dividend on equity shares 0.30 0.23 As at As at
Particulars
Towards bank guarantees and others 7.26 11.33 March 31, 2024 March 31, 2023
Towards cash collateral - securitisation - 41.29 (A) (i) Term loans 22,881.95 15,253.16
13.36 56.05 (ii) Leasing 163.43 257.46

Total (A) - Gross 23,045.38 15,510.62
5. RECEIVABLES Less: Impairment loss allowance 998.97 281.17
As at As at Total (A) - Net 22,046.41 15,229.45
Particulars
March 31, 2024 March 31, 2023
(i) Trade receivables
(B) (i) Secured by tangible assets ^ 11,129.55 7,167.74
Considered good - Unsecured 34.89 18.64
(ii) Covered by bank/government guarantees # 93.38 461.87
Less: Impairment loss allowance (12.50) -
(iii) Unsecured 11,822.45 7,881.01
22.39 18.64
Total (B) - Gross 23,045.38 15,510.62
(ii) Other receivables
Less: Impairment loss allowance 998.97 281.17
Total (B) - Net 22,046.41 15,229.45
Less: Impairment loss allowance - -
6.27 2.03
(C) Loans in India
28.66 20.67
(i) Public sector - -
There are no dues by directors or other officers of the Company or any firms or private Companies in which any (ii) Others 23,045.38 15,510.62
director is a partner, a director or a member. Total (C) - Gross 23,045.38 15,510.62
Trade receivables ageing schedule as at March 31, 2024 Total (C) - Net 22,046.41 15,229.45
Particulars receivables – Receivables – Total ^ Secured by underlying assets financed
considered good considered good # 1) Loans amounting to ₹ 67.89 crores are covered under Emergency Credit Line Guarantee Scheme for NBFCs administered
Less than 6 months 17.76 - 17.76 by NCGTC under aegis of SIDBI for credit facilities extended to eligible borrowers in Micro and Small Industries. (March 31,
6 months - 1 year 17.13 - 17.13 2023: ₹ 179.53 crores)
1-2 years - - - 2) Loans amounting to ₹ 25.49 crores are covered under Credit Guarantee Scheme for NBFCs administered by CGTMSE under
aegis of SIDBI for credit facilities extended to eligible borrowers in Micro and Small Industries. (March 31, 2023: ₹ 282.34
2- 3 years - - -
crores)
More than 3 years - - -
Refer Note 50, for movement in the gross carrying amount in respect of loans and corresponding ECL allowances.
Total 34.89 - 34.89
Less: Impairment loss allowance (12.50) - (12.50)

7 INVESTMENTS 8 OTHER FINANCIAL ASSETS

As at As at
As at March 31, 2024 Particulars
March 31, 2024 March 31, 2023
At Fair Value
At Fair Value Accrued interest 4.28 3.50
through Other
Particulars Amortised Cost through Total
comprehensive
profit and loss
Advances recoverable 68.97 251.56
income
Receivable on assigned loans 110.51 30.63
A) Investments in :
Security deposits 9.55 8.79
Government Securities # 350.27 303.78 - 654.05
Advances to related parties # 7.21 6.55
Others (PTC securities) 16.30 - - 16.30
Others 58.06 71.27
Security receipts - - 207.98 207.98
Total – Gross (I) 366.57 303.78 207.98 878.33 Total (Gross) 258.58 372.30
Less: Allowance for impairment loss (II) - - - - Less: Impairment loss allowance (0.77) (0.25)
Total – Net (I)-(II) 366.57 303.78 207.98 878.33 257.81 372.05
# Refer Note 46 related party disclosure for detailed information.

B) Other details :
Investments in India 366.57 303.78 207.98 878.33
9. CURRENT TAX ASSETS (NET)
Investments outside India - - - -
Total – Gross (I) 366.57 303.78 207.98 878.33 As at As at
Particulars
March 31, 2024 March 31, 2023
Less: Allowance for impairment loss (II) - - - -
Advance tax (net) 171.70 114.39
Total – Net (I)-(II) 366.57 303.78 207.98 878.33
171.70 114.39
10. INCOME TAX

At Fair Value
At Fair Value
A. Income tax recognised in statement of profit or loss
through Other
Particulars Amortised Cost through Total Year ended Year ended
comprehensive Particulars
profit and loss March 31, 2024 March 31, 2023
income
A) Investments in : Current tax
Government Securities# - 268.37 - 268.37 Current tax 610.13 24.18
Others (PTC securities) 42.54 - - 42.54 Tax expense for earlier years (9.73) -
Security receipts - - 199.23 199.23 600.40 24.18
Total – Gross (I) 42.54 268.37 199.23 510.14 Deferred tax
Less: Allowance for impairment loss (II) - - - - Origination of temporary differences (117.82) 157.45
Total – Net (I)-(II) 42.54 268.37 199.23 510.14 (117.82) 157.45
Tax expense 482.58 181.63
B) Other details :
B. Income tax recognised in other comprehensive income
Investments outside India Year ended Year ended
- - - - Particulars
March 31, 2024 March 31, 2023
Total – Gross (I) 42.54 268.37 199.23 510.14
Remeasurements of the defined benefit plans 0.21 (0.55)
Debt instruments fair value through other comprehensive income 0.07 0.09
Total – Net (I)-(II) 42.54 268.37 199.23 510.14
0.28 (0.46)
# Investment in Government Securities includes ₹ 160.91 crores in T-bill and ₹ 350.27 crores in Repo instruments. (March 31, 2023
: ₹ 268.37 crores in T-bill)

10. INCOME TAX (CONTD.) 10. INCOME TAX (CONTD.)

C. Reconciliation of effective tax rate As at
Recognised in Recognised
As at
Particulars profit or loss in OCI
April 01, 2022 March 31, 2023
during the year during the year
Year ended March 31, 2024 Year ended March 31, 2023
Particulars Deferred tax assets:
% Amount % Amount
Profit before tax 2,538.54 766.57 Impairment loss allowance 149.57 (75.38) - 74.19
Profit on which Company's domestic tax rate would 25.17% (175.11) 25.17% 514.36 Application of effective interest rate method on 15.93 18.59 - 34.52
be applied financial assets and financial liabilities
Profit on which Company's special tax rate would be 22.88% 2,713.65 22.88% 252.21 Provision for employee benefits 1.85 (0.01) - 1.84
applied Unabsorbed depreciation 52.40 (52.40) - -
Tax as per above 576.81 187.16 Business loss 25.12 (25.12) - -
Others (primarily other financial liability) 1.34 2.32 - 3.66
Effect of: 246.21 (132.00) - 114.21
Non taxable income / tax incentives / disallowable (3.33)% (84.50) (0.72)% (5.53) Deferred tax liabilities:
expenses
On written down value of property, plant and 3.62 (0.60) - 3.02
equipment
Effective tax rate 19.39% 492.31 23.69% 181.63 Loans 3.87 0.00 - 3.87
Provisions relating to earlier years (0.38)% (9.73) - - EIS receivable 6.41 1.30 - 7.71
Income tax expense recognised in the statement 19.01% 482.58 23.69% 181.63 Investments (6.40) 6.41 - 0.01
of profit and loss
On financial assets and financial liabilities 32.00 18.01 - 50.01
Gratuity (excess of plan assets over obligation) 0.92 (1.04) 0.55 0.43
D. Deferred tax assets (net) Others (primarily other financial assets) 2.00 1.37 (0.09) 3.28
Recognised in Recognised 42.42 25.45 0.46 68.33
As at As at
Particulars profit or loss in OCI Net deferred tax assets 203.79 (157.45) (0.46) 45.88
April 1, 2023 March 31, 2024
Deferred tax assets:
Impairment loss allowance 74.19 183.17 - 257.36 E. Unused tax losses on which deferred tax is not created
Application of effective interest rate method on 34.52 16.79 - 51.31 As at March 31, 2024 As at March 31, 2023
financial assets and financial liabilities Particulars
Amount Expiry on Amount Expiry on
Provision for employee benefits 1.84 0.07 - 1.91
Long term capital loss Assessment Year
Others (primarily other financial liability) 3.66 0.93 - 4.59 Assessment Year 2022-2023 - NA 48.74
2030-2031
114.21 200.96 - 315.17
Deferred tax liabilities:
F. Uncertain tax positions
On written down value of property, plant and 3.02 (5.61) - (2.59)
equipment Refer Note 47 on contingent liabilities and commitment relating to income tax matter under dispute.
Loans 3.87 (3.87) - -
EIS receivable 7.71 20.10 - 27.81
Investments 0.01 - - 0.01
Gratuity (excess of plan assets over obligation) 0.43 0.32 0.21 0.96
Others (primarily other financial assets) 3.28 0.95 0.07 4.30
68.33 83.14 0.28 151.75
Net deferred tax assets 45.88 117.82 (0.28) 163.42

Summary of significant accounting policies and other explanatory information
216
for the year ended March 31, 2024 (Contd.)
(All amounts are in ₹ Crore unless otherwise stated)
11 INVESTMENT PROPERTY
Gross carrying amount Depreciation Net carrying amount
Particulars As at Deletions As at As at Deletions As at As at As at
Additions Additions
April 01, 2023 / adjustments March 31, 2024 April 01, 2023 / adjustments March 31, 2024 March 31, 2024 March 31, 2023
Investment property* 0.09 - - 0.09 0.01 0.01 - 0.02 0.07 0.08

Additions Additions
Investment property* 0.09 - - 0.09 0.01 0.00 - 0.01 0.08 0.08

Amounts recognised in statement of profit and loss for investment property
Year ended Year ended
Particulars
March 31, 2024 March 31, 2023
Rental Income 0.03 0.03
Depreciation 0.01 0.00
* Registration of title is pending.
Whether title deed holder is a

Reason for not being
promoter, director or relative of
Description of item of property Gross carrying Value Title deeds held in the name of Property held since held in the name of
promoter/ director or employee of
the Company
promoter / director
Investment property 0.09 Gouri Shankar Rajgharia and Om No July 15, 2004 Disputed
Prakash Rajgharia

12 PROPERTY, PLANT AND EQUIPMENT

Additions Additions
Owned Assets^
Land 0.30 - 0.30 - - - - - - 0.30
Buildings 2.83 - - 2.83 0.37 0.06 - 0.43 2.40 2.46
Wind mills 51.08 - 51.08 - 24.56 1.47 26.03 - - 26.52
Furniture and fixtures 7.06 0.29 4.13 3.22 5.00 0.44 3.12 2.32 0.90 2.06
Vehicles 1.35 - 0.83 0.52 0.69 0.11 0.46 0.34 0.18 0.66
Office equipment 15.92 5.93 10.32 11.53 12.19 1.73 9.50 4.42 7.11 3.73
Leasehold 10.50 0.01 6.74 3.77 8.29 0.36 5.76 2.89 0.88 2.21
improvements
Computers 29.85 0.79 3.81 26.83 16.07 5.84 3.76 18.15 8.68 13.78
Assets under Lease
Vehicles 96.03 - 22.39 73.64 29.92 18.38 14.29 34.01 39.63 66.11
Total 214.92 7.02 99.60 122.34 97.09 28.39 62.92 62.56 59.78 117.83

Additions Additions
Owned Assets^
Land 0.30 - - 0.30 - - - - 0.30 0.30
Buildings 2.83 - - 2.83 0.31 0.06 - 0.37 2.46 2.52
Company Overview
Wind mills 51.08 - - 51.08 20.47 4.09 - 24.56 26.52 30.61

Vehicles 1.67 - 0.32 1.35 0.65 0.19 0.15 0.69 0.66 1.02
Leasehold 15.35 0.59 5.44 10.50 11.02 2.67 5.40 8.29 2.21 4.33
improvements
Computers 30.95 1.36 2.46 29.85 11.80 6.57 2.30 16.07 13.78 19.15
Assets under Lease
Vehicles 77.71 49.76 31.44 96.03 31.01 19.75 20.84 29.92 66.11 46.70
Statutory Reports
Total 216.21 53.70 54.99 214.92 100.90 38.15 41.96 97.09 117.83 115.31
^ For details of movable / immovable property, plant and equipment hypothecated against borrowings, refer Note 19.
For details on contractual commitment, refer note 47
217
14.25
14.25
As at
March 31, 2023
As at
March 31, 2022
16.69
0.26
16.69
As at
March 31, 2024
(All amounts are in ₹ Crores unless otherwise stated)
Net carrying amount
Net carrying amount

0.26
4.56
0.26
4.56
Total
Total
During the year March 31, 2023, intangible assets having book value of ₹ 7.25 crores which have been replaced with a new system, were written off. Refer note 40 - Exceptional items.
15 RIGHT OF USE ASSETS
17.00
17.00
As at
March 31, 2024
As at
March 31, 2023
14.25
14.25
As at As at
Particulars
5.69 March 31, 2024 March 31, 2023
Deletions/
Write off
Gross Block
Opening Balance 99.99 63.93
More than 3 years
More than 3 years

Additions 86.96 71.76
Deletions (34.60) (35.70)
As at
March 31, 2024
As at
March 31, 2023
20.51
20.51
8.43
8.43
-
-
Adjustments (1.06) -
Closing Balance 151.29 99.99
1.39
Additions
Accumulated amortisation
17.54
17.54
15.22
15.22
/ adjustments
/ adjustments
Amortisation charge for the year 25.46 18.24
Deletions
Deletions
Deletions (16.46) (14.76)
Depreciation
Depreciation

4.56
As at
March 31, 2023
2-3 years
2-3 years
Right of use assets* 117.35 75.05

-
5.46
5.46
12.56
12.56
Additions
Additions
* Refer Note 43 for disclosure related to leases.
16 OTHER NON-FINANCIAL ASSETS
20.51
20.51
As at
April 01, 2023
As at
April 01, 2022
23.17
23.17
As at As at
Particulars
March 31, 2024 March 31, 2023
Intangible assets under development ageing schedule as at March 31, 2023
0.46
Deletions/
Write off
Other advances
- Prepaid expenses 15.43 8.90
- Balances with government authorities 7.02 29.59
1-2 years
1-2 years
As at
March 31, 2024
As at
March 31, 2023
34.76
34.76
25.43
25.43
- Gratuity* (excess of plan assets over obligation) 3.78 1.67

-
Capital advances 0.64 0.15

26.87 40.31
Additions
4.56
* Refer Note 42 for disclosure related to provisions for employee benefits.

19.27
17 ASSETS HELD FOR SALE

15.22
15.22
19.27
/ adjustments
/ adjustments
Gross carrying amount
Gross carrying amount

Deletions
Deletions
As at As at
13 INTANGIBLE ASSETS UNDER DEVELOPMENT
Particulars
Less than 1 year
Less than 1 year
March 31, 2024 March 31, 2023

Investment in subsidiary - 819.71
0.26
4.56
Investment in joint ventures 0.02 0.02

As at
April 01, 2022
0.46
0.02 819.73
9.94
9.94
10.12
10.12
Additions
Additions
The Board of Directors and Shareholders of the Company in their respective meetings had approved sale of its
shareholding in joint venture Jaguar Advisory Services Private Limited (‘JASPL’) held on November 2, 2021 and
December 13, 2021. The Board has reaffirmed plan to sell it’s shareholding in JASPL in its meeting held on
14 OTHER INTANGIBLE ASSETS
34.76
34.76
As at
April 01, 2023
As at
April 01, 2022
39.86
39.86
Refer note 47 (d) for capital commitment
April 29, 2024. The sale is subject to requisite regulatory approvals. Accordingly, in line with the requirements

of Ind AS 105 “Non-current assets Held for Sale”, such investment has been classified as assets held for sale.
The Company has sold its investment in Grihum Housing Finance Limited (‘GHFL’) (Formerly known as
Poonawalla Housing Finance Limited) on July 26, 2023 (effective date) with the requisite regulatory approvals
pursuant to execution of a definitive share purchase agreement with Perseus SG Pte. Ltd., an entity affiliated
Intangible assets under
to TPG Global LLC on December 14, 2022, approval of Board of Directors in their meeting held on December
Projects in progress
Projects in progress
Computer software
Computer software
14, 2022, approval of shareholders on January 22, 2023 and approval of RBI vide its letter dated May 30, 2023.
development
Particulars
Particulars
Particulars
Particulars
Particulars
Total
Total

18 PAYABLES 19 DEBT SECURITIES

As at As at (Measured at amortised cost - Secured)
Particulars
March 31, 2024 March 31, 2023
As at As at
I) Trade payables Particulars
March 31, 2024 March 31, 2023
i) total outstanding dues of micro enterprises and small enterprises* 0.02 0.05 (A) Redeemable non-convertible debentures (refer note (a) and (b) below) 1,227.09 950.24
ii) total outstanding dues of creditors other than micro enterprises and small 1.22 1.97 Total 1,227.09 950.24
enterprises (B) Debt securities in India 1,227.09 950.24
II) Other payables
Total 1,227.09 950.24
i) total outstanding dues of micro enterprises and small enterprises* - -
ii) total outstanding dues of creditors other than micro enterprises and small 2.13 - (a) Nature of security
enterprises
Debentures issued under private placement are secured by first pari passu charge on the loan receivables
3.37 2.02
of the Company except;
* The below information is required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, and
has been determined to the extent such parties have been identified on the basis of information available with the Company. The (i) 500 units alloted in April, 2017 issued are secured by mortgage of Company’s immovable property
same has been relied upon by auditors. situated at Rajarhat, Kolkata in the state of West Bengal and are also secured against designated
Loans assets;
(ii) 3,500 units allotted in December, 2019 are only secured by hypothecated loan assets.
As at As at
Particulars
March 31, 2024 March 31, 2023 Debentures issued under public issue are secured by mortgage of Company’s immovable property
a) Dues remaining unpaid to any supplier at the year end situated at Luz Church Road, Mylapore, Chennai and are also secured against designated loan assets. The
- Principal 0.02 0.05 total asset cover is hundred percent or above of the principal amount of the said debentures.
- Interest on the above - -
(b) Terms of repayment for secured redeemable non-convertible debentures *
b) Interest paid in terms of Section 16 of the MSMED Act along with the amount of
payment made to the supplier beyond the appointed day during the year
Number of Month of Month of As at As at
- Principal paid beyond the appointed date - - Debentures
Face Value (In ₹)
Allotment Redemption
Interest rate
March 31, 2024 March 31, 2023
- Interest paid in terms of Section 16 of the MSMED Act - -
500 1,000,000 Feb-17 Feb-24 9.00% - 49.77
c) Amount of interest due and payable for the period of delay on payments made - -
beyond the appointed day during the year 500 1,000,000 Apr-17 Apr-24 9.00% 50.00 49.82
d) Amount of interest accrued and remaining unpaid - - 61,717 1,000 May-19 May-24 10.04% 6.16 6.15
e) Further interest due and payable even in the succeeding years, until such date - - 778,150 1,000 May-19 May-24 10.50% 77.79 77.53
when the interest due as above are actually paid to the small enterprises 11,949 1,000 May-19 May-24 Zero coupon 1.19 1.19
2,500 1,000,000 Jul-22 Jul-24 7.60% 250.00 249.98
500 1,000,000 Sep-22 Oct-24 Zero coupon 49.99 49.98
Trade payables ageing schedule as at March 31, 2024 3,500 1,000,000 Dec-19 Dec-24 9.20% 87.35 261.22
Less than More than 10,000 100,000 Jan-23 Jan-26 Zero coupon 100.00 100.00
Particulars 1-2 years 2-3 years Total
1 year 3 years
10,000 100,000 Feb-23 Feb-26 8.10% 100.00 100.00
Undisputed dues - MSME 0.02 - - - 0.02
25,000 100,000 Feb-24 Feb-26 8.38% 249.99 -
Undisputed dues - Others 1.22 - - - 1.22
25,000 100,000 Feb-24 May-26 8.38% 249.99 -
Disputed dues – MSME - - - - -
26,735 1,000 May-19 May-29 10.27% 2.63 2.61
Disputed dues - Others - - - - -
1.24 - - - 1.24 20,323 1,000 May-19 May-29 10.75% 2.00 1.99
1,227.09 950.24
* As per contractual tenure
Trade payables ageing schedule as at March 31, 2023
Less than More than
1 year 3 years
Undisputed dues - MSME 0.00 - 0.00 - 0.00
Undisputed dues - Others 1.96 0.01 0.00 0.00 1.97
Disputed dues – MSME - 0.05 - - 0.05
1.96 0.06 0.00 0.00 2.02

20 BORROWINGS (OTHER THAN DEBT SECURITIES) 20 BORROWINGS (OTHER THAN DEBT SECURITIES) (CONTD.)
(Measured at amortised cost) Terms of repayment for Loan against securitisation *
As at As at
Particulars Interest rate range (p.a.) Amount (₹ in crores)
March 31, 2024 March 31, 2023
Maturity schedule As at As at As at As at
(A) a) Term loans - secured
- from banks 5,834.43 5,356.75 0 - 1 Year - 6.00% - 10.00% - 93.31
- from other parties 1,673.47 572.97 1 - 3 Years - 6.00% - 8.80 % - 16.65
b) Loans repayable on demand (cash credit facilities and working capital demand
- 109.96
loans) - secured
- from banks 3,560.57 3,469.68 * As per contractual tenure
c) Other loans
- Liability against securitisation - secured - 109.96
(c) Details of cash credit facilities and working capital demand loans
- Commercial paper - unsecured ^ 2,373.01 294.71 The cash credit facilities are repayable on demand and carry interest rates ranging from 8.15% to 9.10%
-L
oan from Poonawalla Finance Private Limited (taken by PFL EWT) - 174.65 -
(March 31, 2023: from 7.40% p.a. to 8.50 % p.a). Working capital demand loans are repayable on demand
unsecured # and carry interest rates ranging from 7.23 % to 8.60 % (March 31, 2023: from 6.86 % p.a. to 8.05 % p.a.). As
Total 13,616.13 9,804.07 per the prevalent practice, cash credit facilities and working capital demand loans are renewed on a year
(B) Borrowings in India 13,616.13 9,804.07 to year basis and therefore, are revolving in nature.
Total 13,616.13 9,804.07
(d)
The Company has used the borrowings from banks and financial institutions for the specific purpose for
which it was taken as at the balance sheet date.
(a) Nature of security
i) Term Loans, Cash Credit facilities and Working Capital Demand Loans are secured by way of first pari
passu charge on the loan receivables of the company under Security Trustee Arrangement. 21 SUBORDINATED LIABILITIES
ii) Loans against securitisation represents amounts received in respect of securitisation transactions (Measured at amortised cost - Unsecured)
(net of repayments and investment therein) as these transactions do not meet the derecognition As at As at
criteria specified under Ind AS 109 - Financial Instruments. March 31, 2024 March 31, 2023
(A) Perpetual debt instruments (Tier I capital) to the extent that do not qualify as equity 28.38 78.74
(b) Terms of repayment of term loans (secured) *
Others (Tier II capital) :
Interest rate range (p.a.) Amount (₹ in crores) From banks (subordinated debts) 99.71 116.18
Maturity schedule As at As at As at As at Redeemable subordinate debt instruments to the extent that do not qualify as 108.82 170.35
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 equity
Half yearly installments Total 236.91 365.27
0 - 1 Year 6.70% - 8.55% 6.70% - 8.10% 453.90 177.71
1 - 3 Years 7.56% - 8.55% 6.70% - 8.10% 1,201.13 465.17 (B) Subordinated liabilities in India 236.91 365.27
3 - 5 Years 8.10% - 8.55% 7.75% - 8.10% 837.43 194.40 Total 236.91 365.27
≥ 5 Years 8.10% 7.75% 20.82 62.49
2,513.28 899.77 (a) Terms of maturity of perpetual debt debentures (Tier I capital) *
Quarterly installments
Number of Face Value Month of Month of As at As at
0 - 1 Year 7.60% - 8.65% 7.60% - 8.65% 1,059.24 1,233.26 Debentures (In ₹) Allotment Redemption
Interest rate
March 31, 2024 March 31, 2023
1 - 3 Years 7.60% - 8.65% 7.60% - 8.37% 2,445.81 2,214.64
510 500,000 May-13 May-23 12.10% - 25.50
3 - 5 Years 7.60% - 8.30% 7.60% - 8.20% 1,341.71 1,276.94
500 500,000 Sep-13 Sep-23 12.00% - 24.97
≥ 5 Years 8.12% - 8.30% 7.80% - 8.00% 147.81 177.68
40 500,000 Sep-15 Sep-25 12.10% 1.99 1.98
4,994.57 4,902.52
100 500,000 Oct-15 Oct-25 12.10% 4.97 4.95
Monthly installments
60 500,000 Jun-16 Jun-26 12.10% 2.99 2.98
0 - 1 Year 12.00% 6.15% - 12.00% 0.04 127.31
34 500,000 Jul-16 Jul-26 12.10% 1.69 1.69
1 - 3 Years 12.00% 12.00% 0.01 0.12
100 1,000,000 Aug-16 Jul-26 12.10% 9.91 9.87
0.05 127.43
30 1,000,000 Sep-16 Sep-26 12.10% 2.97 2.96
7,507.90 5,929.72
19 1,000,000 Feb-17 Feb-27 11.50% 1.88 1.88
Commercial papers are repayable within 12 months and issued at a discount rate of 7.13% p.a. - 8.78% p.a. (March 31, 2023:
^ 10 1,000,000 Mar-17 Mar-27 11.50% 0.99 0.98
7.97% p.a.)
10 1,000,000 Aug-17 Aug-27 11.00% 0.99 0.98
# Loan taken by PFL EWT has a maturity of 4 years and borrowed at a rate of 9% p.a. (March 31, 2023: NIL)
28.38 78.74

21 SUBORDINATED LIABILITIES (CONTD.) 24 CURRENT TAX LIABILITIES (NET)

Terms of repayment of subordinated instruments from banks (Tier II capital) * Particulars
As at As at
March 31, 2024 March 31, 2023
Interest rate range (p.a.) Amount (₹ in crores)
Provision for tax (net of advance tax) 0.01 0.34
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 0.01 0.34
0 - 1 Year 10.20% 10.20% - 16.61
1 - 3 Years 12.50% 12.50% 99.71 99.57 25 PROVISIONS
99.71 116.18 As at As at
Particulars
March 31, 2024 March 31, 2023
Terms of maturity of redeemable subordinated debt instruments (Tier II capital) * Provision for employee benefits 7.59 7.32
Provision - others 0.94 0.94
Number of Month of Month of As at As at
Face Value (In ₹) Interest rate 8.53 8.26
Debentures Allotment Redemption March 31, 2024 March 31, 2023
480 1,000,000 Apr-13 Apr-23 10.70% - 47.99

140 1,000,000 Sep-13 Sep-23 10.90% - 13.97 26 OTHER NON-FINANCIAL LIABILITIES
50 1,000,000 Mar-18 Jun-25 10.20% 4.99 4.99 As at As at
Particulars
March 31, 2024 March 31, 2023
350 1,000,000 Dec-16 Dec-26 10.40% 34.44 34.24
Revenue received in advance 1.62 2.51
400 1,000,000 Jan-17 Jan-27 10.40% 39.52 39.33
Advances and deposits from customers 18.62 74.32
150 1,000,000 Mar-17 Mar-27 10.25% 14.95 14.93
Statutory dues 74.69 12.65
100 1,000,000 May-17 May-27 10.10% 9.96 9.94
94.93 89.48
50 1,000,000 Mar-18 Mar-28 10.00% 4.96 4.96
108.82 170.35
27 EQUITY
The Company has made all payments of principal and interest as per the scheduled date.
As at As at
*As per contractual tenure Particulars
March 31, 2024 March 31, 2023
Authorised
22 LEASE LIABILITIES* 1,265,000,000 (March 31, 2023:1,265,000,000 ) Equity shares of ₹ 2/- each 253.00 253.00
58,300,000 (March 31, 2023: 58,300,000 ) Preference shares of ₹ 100/- each 583.00 583.00
As at As at
Particulars 836.00 836.00
March 31, 2024 March 31, 2023
Lease Liabilities 135.59 89.58 Issued, subscribed and fully paid-up
Equity share capital
774,550,662 (March 31, 2023: 767,947,592 ) Equity shares of ₹ 2/- each, fully paid up 154.91 153.59
Less: 4,000,000 equity shares (March 31, 2023: NIL) of ₹ 2/- each held (0.80) -
Terms of maturity of Lease liabilities by the PFL EWT
As at As at 154.11 153.59
March 31, 2024 March 31, 2023
0 - 1 Years 23.94 15.95
1 - 3 Years 53.28 37.98 (a) Reconciliation of shares outstanding at the beginning and at the end of the reporting year
3 - 5 Years 26.54 23.16 As at March 31, 2024 As at March 31, 2023
> 5 Years 31.83 Particulars Number of Number of
12.49 Amount Amount
shares shares
135.59 89.58
Equity shares
At the beginning of the year 767,947,592 153.59 764,923,539 152.98
23 OTHER FINANCIAL LIABILITIES Issued during the year - - - -
As at As at
Particulars
March 31, 2024 March 31, 2023 Issued against employee stock option 6,603,070 1.32 3,024,053 0.61
Interest accrued 68.36 55.19 Shares held by the PFL EWT (4,000,000) (0.80) - -
Unclaimed dividend* 0.30 0.23 770,550,662 154.11 767,947,592 153.59
Pending remittance on assignment 167.34 71.30
Employee dues 25.18 25.23 (b) Terms / rights attached to equity shares :
Liability for expenses 268.24 79.82 The Company has only one class of equity shares having a par value of ₹ 2/- each. Each holder of equity
Other payables 67.84 56.09 share is entitled to one vote per share.
597.26 287.86
The dividend recommended by the Board of Directors and are subject to approval by the Shareholders in
* There has been no delay in transfer of amounts required to be transferred to Investor Education and Protection Fund. the Annual General meeting is paid in Indian rupees.

27 EQUITY (CONTD.) 28 OTHER EQUITY* (CONTD.)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining Nature and purpose of reserves :
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion
Capital redemption reserve
to the number of equity shares held by the shareholders.
Capital redemption reserve is created to keep the capital intact when preference shares are redeemed or
During the year, the Company has allotted equity shares of face value of ₹ 2/- each to the eligible employees equity shares are bought back. It is utilised in accordance with the provisions of the Companies Act, 2013.
of the Company under Employee Stock Option Plan 2007 / Restricted Stock Option Plan 2014 / Employee
Stock Option Plan 2021 pursuant to the ESOP Guidelines, as amended from time to time. Refer note no Share option outstanding account
45 for disclosures related to share based payments. The Company instituted the Employee Stock Option Plan (ESOP) in 2007, Restricted Stock Option Plan 2014
(RSOP) in 2014 and Employee Stock Option Plan 2021 in 2021 which were approved by the Board of Directors
The Board of Directors at its meeting held on January 18, 2024 has declared an interim dividend of ₹ 2/-
and the shareholders of the Company. The share option outstanding reserve is used to recognise the grant
per equity share of face value of ₹ 2/- each.
date fair value of option issued under aforesaid plans.
(c) Shares allotted as fully paid-up without payment being received in cash / by way of bonus
Treasury shares
shares:
The reserve for shares of the Company held by the PFL EWT. Company has issued employees stock option
The Company has not issued bonus shares or shares for consideration other than cash during the five year
scheme for its employees. The equity shares of the Company have been purchased and held by PFL EWT. PFL
period immediately preceding the reporting date.
EWT to transfer these shares in the name of employees at the time of exercise of option by employees.
(d) Shares bought back
Trust Reserve
The Company has not bought back any of its securities during the five year period immediately preceding
This represents net of income over expenditure of PFL EWT.
the reporting date.
(e) Details of Shareholders holding more than 5% shares in the Company Statutory reserve (created pursuant to Section 45-IC of the Reserve Bank of India Act, 1934)
As at March 31, 2024 As at March 31, 2023

Statutory reserve represents the Reserve Fund created under section 45-IC of the Reserve Bank of India Act,
Name of the shareholder
% No. of shares % No. of shares
1934. The Company is required to transfer a sum not less than twenty percent of its net profit every year as
disclosed in the statement of profit and loss. The statutory reserve can be utilized for the purposes as may be
Equity shares
specified by the Reserve Bank of India from time to time.
Rising Sun Holdings Private Limited* 62.13% 481,217,690 62.14% 477,184,690
Securities premium
(f) Shareholding of Promoters
Securities premium represents premium received on issue of shares. This amount can be utilised in accordance
Shares held by promoters as at March 31, 2024 with the provisions of the Companies Act, 2013.
% Change during the year
Name of promoter No of shares % of total shares
Rising Sun Holdings Private Limited 481,217,690 62.13% (0.01)% Capital reserve
Capital reserve has been created to set aside gains of capital nature from amalgamation and merger. It is
utilised in accordance with the provisions of the Companies Act, 2013.
Shareholding of Promoters
Shares held by promoters as at March 31, 2023
Financial instruments through other comprehensive income
Name of promoter No of shares % of total shares
% Change during the year This comprises changes in the fair value of debt instruments recognised in other comprehensive income. The
company transfers amounts from such component of equity to retained earnings when the relevant debt
Rising Sun Holdings Private Limited 477,184,690 62.14% 1.05%
instruments are derecognised.
* Holding Company
Retained earnings
(g) For equity shares reserved for issue under options, please refer note 45. Retained earnings represents total of all profits retained since Company’s inception. Retained earnings are
credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve
28 OTHER EQUITY * or any such other appropriations to specific reserves. It also includes impact of remeasurement of defined
Particulars
As at As at benefit plans.
March 31, 2024 March 31, 2023
Capital reserve 4.80 4.80
Securities premium 5,418.53 5,247.67 29 INTEREST INCOME
Statutory reserves 926.50 515.30 Year ended Year ended
Particulars
Capital redemption reserve 14.22 14.22 March 31, 2024 March 31, 2023
Share option outstanding account 63.53 105.79 Interest on loans (measured at amortised cost) 2,856.40 1,784.17
Treasury Shares (186.05) - Interest on Investments 45.61 23.25
Trust Reserves (0.75) - Interest on deposits with banks 1.58 8.86
Retained earnings 1,721.55 383.59 Other interest income
Other comprehensive income (0.04) (0.26) - On loans and margins - 0.01
7,962.29 6,271.11 - On security deposit 0.46 0.65

*Refer Statement of Changes in Equity for movement in reserves Total 2,904.05 1,816.94

30 RENTAL INCOME 34 OTHER INCOME

Particulars Particulars
Income from lease rentals Sale of power 3.69 8.71
- on operating lease assets 25.51 27.69 Net Gain on derecognition of lease 0.83 3.23
- on investment property 0.03 0.03 Liabilities no longer required 15.19 34.42
Total 25.54 27.72 Miscellaneous income 18.61 23.34
38.32 69.70
31 FEES AND COMMISSION INCOME
Particulars
Year ended Year ended 35 FINANCE COST (MEASURED AT AMORTISED COST)
March 31, 2024 March 31, 2023
Collection and support services 6.39 7.05 Particulars
March 31, 2024 March 31, 2023
Foreclosure income 31.72 26.19 Interest on borrowings other than debt securities 827.36 461.84
Insurance commission income 1.79 3.41 Interest on debt securities 80.72 64.21
Fees on value added services and products 14.10 - Interest on subordinated liabilities 18.47 49.68
Others (cheque bouncing charges, valuation charges etc) 19.22 24.89 Interest expense on lease liabilities * 12.50 8.63
Total 73.22 61.54 Other borrowing costs (Includes non EIR borrowing expenses) 15.09 10.11
Interest on security deposits 0.96 0.81
955.10 595.28
32 NET GAIN ON FAIR VALUE CHANGES*
Particulars
March 31, 2024 March 31, 2023
(A) Others
- On investment 2.15 4.45 36 IMPAIRMENT ON FINANCIAL INSTRUMENTS (MEASURED AT AMORTISED COST)
Total Net gain on fair value changes (A) 2.15 4.45 Year ended Year ended
Particulars
(B) Fair Value changes: March 31, 2024 March 31, 2023
Realised 1.98 Loans (535.65) (439.31)

3.39
Unrealised 0.17 Other assets 13.02 (0.13)
1.06
Total Net gain on fair value changes (B) 2.15 4.45 Bad debts written-off (Includes settlement losses and net of recoveries) * 594.65 294.91
Total 72.02 (144.53)
* Fair value changes in this schedule are other than those arising on account of interest income/expense.
*Includes consideration received on sale of written-off assets ₹ 44.31 crores (March 31, 2023 : ₹153.33 crores).
33A NET GAIN ON DERECOGNITION OF FINANCIAL INSTRUMENTS

37 EMPLOYEE BENEFITS EXPENSES*^
Particulars
March 31, 2024 March 31, 2023 Year ended Year ended
Particulars
March 31, 2024 March 31, 2023
Gain from derecognition on account of direct assignment transactions 88.05 29.68
Salaries and wages 315.39 331.53
Gain on sale of non performing assets (net of reversal of provision of ₹ 44.86 crores) 20.49 -
Contribution to provident and other funds 18.06 21.11
Net gain on derecognition of financial instruments 108.54 29.68
Share based payments to employees 99.63 150.63
Staff welfare expenses 11.34 11.53
33B NET LOSS ON DERECOGNITION OF FINANCIAL INSTRUMENTS 444.42 514.80
Year ended Year ended * Refer Note 46 for related party disclosure
Particulars
March 31, 2024 March 31, 2023
Loss on sale of non performing assets (net of reversal of provision of ₹ 82.89 crores) - 10.87 ^ Refer Note 42 for disclosure related to provisions for employee benefits.

38 DEPRECIATION AND AMORTISATION EXPENSE 39 OTHERS EXPENSES (CONTD.)

Depreciation on property, plant and equipment ( including investment property ) 28.39 38.15 (a) Gross Amount required to be spent by the Company during the year 2.33 -
Depreciation on right of use assets (refer note 43)* 25.46 17.95 (b) Amount spent during the year
Amortisation of intangible assets 5.46 5.31 (i) Construction/ acquisition of any asset - -
Total 59.31 61.41 (ii) On purposes other than (i) above 2.33 -
(c) Shortfall at the end of the year - -
* Gross amount before allocable expenses is NIL (March 31, 2023: ₹ 18.24 crores).
(d) Previous years shortfall - -
(e) Reason for shortfall Not applicable Not applicable
39 OTHERS EXPENSES (f) Nature of CSR activities
Year ended Year ended i) M Scholar : Under this, scholarships are offered to meritorious students from
Particulars
March 31, 2024 March 31, 2023 marginalized families
Rent 1.93 1.51 ii) Various CSR Programs viz., Promoting Education, Women and Empowerment,
Rates and taxes 1.28 0.26 Financial Literacy and Healthcare for under privileged.
Electricity charges 5.89 7.03 (g) In case of section 135(6): Details of ongoing project
Repairs and maintenance Amount Amount spent during the
Opening Balance Closing Balance
required to year
- Machinery 0.84 5.51 Particulars be spent
In separate From From separate In separate
With during the With
- Others 1.02 1.45 Company
CSR unspent Company's CSR unspent
Company
CSR unspent
a/c year Bank A/c a/c a/c
Information technology expenses 69.00 41.17
As at March 31, 2024 - 2.69 2.33 2.33 2.69 - -
Communication expenses 7.38 9.70
As at March 31, 2023 - 2.69 - - - - 2.69
Printing and stationery 3.05 2.67
Advertisement and publicity 45.94 29.40
Director Fees 4.17 1.66 40 EXCEPTIONAL ITEMS
Legal charges 17.09 9.12 Year ended Year ended
Particulars
Professional fees* 30.10 34.90 March 31, 2024 March 31, 2023
Insurance 0.57 0.64 Gain on disposal of shares of Joint Venture - 252.21

Travelling and conveyance 10.56 13.95 Gain on disposal of shares of Subsidiary 2,713.65 -
CSR expenditure** 2.33 - Exceptional provision for loan portfolio (1,298.31) (223.75)
Outsource collection charges 23.78 5.77 Exceptional Write off (174.95) -
Outsourced manpower cost 62.26 44.71 Intangible assets written off - (7.25)
Credit guarantee fees 0.45 3.51 Loss on sale of Windmills (9.36) -
Miscellaneous expenses 12.87 13.27 One time settlement of outstanding litigations (9.83) -
303.63 226.84 1,221.20 21.21
During the current year, the Company has sold its investment in Grihum Housing Finance Limited (‘GHFL’)
* Payments to auditors (Formerly known as Poonawalla Housing Finance Limited). Due to aforesaid sale transaction, GHFL ceased to
be a subsidiary of the Company from the effective date (July 26, 2023). The resultant gain of ₹ 2,713.65 crores
Particulars
March 31, 2024 March 31, 2023 (net of expenses incurred towards the sale of subsidiary) has been classified and presented as an exceptional
Statutory audit including limited reviews 1.42 1.12 item in accordance with Ind AS 1 “Presentation of Financial Statements”.
Other services 0.35 0.18 The Company sold its tangible asset “windmills” for consideration of ₹ 16 crores resulting in loss of ₹ 9.36 crores.
Reimbursement of expenses 0.10 0.01
The Company had created a one-time provision of ₹ 1,298.31 crores on discontinued/legacy loan portfolio.
Total 1.87 1.31
The Company did one-time additional write-off amounting ₹ 174.95 crores out of discontinued/legacy
** Details of corporate social responsibility expenditure (‘CSR’) loan portfolio.
A CSR committee has been formed by the Company as per the Companies Act, 2013. CSR expenses have been
The Company did one time settlement of old legal cases pertaining to discontinued and legacy loan portfolio
incurred through out the year on the activities as specified in Schedule VII of the said Act. The focus area of
amounting to ₹ 9.83 crores.
CSR initiatives undertaken by the Company are education, health and environment. The Company incurs CSR
expenses directly. During the previous year , the Company had sold its shareholding in its Joint Venture (JV) namely Magma HDI
General Insurance Company Limited (Magma HDI) based on requisite regulatory approvals received on May
27, 2022. Accordingly, the resultant gain of ₹ 252.21 crores was classified and presented as an exceptional
item in line with Ind AS 1 “Presentation of Financial Statements”. The Company had created an exceptional

40 EXCEPTIONAL ITEMS (CONTD.) 42 EMPLOYEE BENEFITS

provision of ₹ 223.75 crores in respect of existing loan portfolio on account of further anticipated slippages The Company operates the following post-employment plans -
in future due to discontinuance of further loans in this segment. Further, intangible assets having book value
of ₹ 7.25 crores which were replaced with a new system, were written off. The above items are presented as i. Defined contribution plan
exceptional items on a net basis. The contribution made to various statutory funds is recognized as expenses and included in Note 37
‘Employee benefits expenses’ under ‘Contribution to provident and other funds’ in Statement of Profit
and Loss. The detail is as follows :
41 MATURITY ANALYSIS OF ASSETS AND LIABILITIES
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be Year ended Year ended
Particulars
March 31, 2024 March 31, 2023
recovered or settled.
Provident and Other Funds 14.97 16.84
Particulars Within After
Total
Within After
Total ii. Defined benefit plan
12 months 12 months 12 months 12 months
ASSETS Gratuity
Financial assets The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972.
Cash and cash equivalents 255.18 - 255.18 601.38 - 601.38 This plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at
Bank balances other than cash and the rate of fifteen days wages for every completed year of service or part thereof in excess of six months,
13.32 0.04 13.36 54.04 2.01 56.05
cash equivalents based on the rate of wages last drawn by the employee concerned. The scheme is fully funded with Life
Receivables 28.66 - 28.66 20.67 - 20.67 Insurance Corporation of India (LIC) & Kotak Mahindra Life Insurance Company Limited . This defined
Loans 10,223.60 11,822.81 22,046.41 7,119.92 8,109.53 15,229.45 benefit plan expose the Company to actuarial risks, such as regulatory risk, credit risk, liquidity risk, etc as
Investments 766.37 111.96 878.33 415.55 94.59 510.14 defined below.
Other financial assets 195.14 62.67 257.81 328.46 43.59 372.05 The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation
11,482.27 11,997.48 23,479.75 8,540.02 8,249.72 16,789.74 for gratuity were carried out as at March 31, 2024. The present value of the defined benefit obligations
Non-financial assets and the related current service cost and past service cost, are measured using the Projected Unit
Current tax assets (net) - 171.70 171.70 - 114.39 114.39 Credit Method.
Deferred tax assets (net) - 163.42 163.42 - 45.88 45.88 Based on the actuarial valuation obtained in this respect, the following table sets out the status of the
Investment property - 0.07 0.07 - 0.08 0.08 gratuity plan and the amounts recognised in the Company’s financial statements as at balance sheet date:
Property, plant and equipment - 59.78 59.78 - 117.83 117.83
As at As at
Intangible assets under Particulars
- 0.26 0.26 - 4.56 4.56 March 31, 2024 March 31, 2023
development
Net defined benefit asset 3.78 1.67
Other intangible assets - 17.00 17.00 - 14.25 14.25
Right of use assets 25.94 91.41 117.35 17.58 57.47 75.05
A. Funding
Other non-financial assets 7.02 19.85 26.87 29.59 10.72 40.31
The scheme is fully funded with Life Insurance Corporation of India (LIC) and Kotak Mahindra Life
32.96 523.49 556.45 47.17 365.18 412.35
Insurance Co. Ltd. (Kotak Life). The funding requirements are based on the gratuity fund’s actuarial
Assets held for sale 0.02 - 0.02 819.73 - 819.73 measurement framework set out in the funding policies of the plan. The funding of the plan is based
11,515.25 12,520.97 24,036.22 9,406.92 8,614.90 18,021.82 on a separate actuarial valuation for funding purposes for which the assumptions may differ from the
LIABILITIES assumptions set out in Section E below.
Financial liabilities
B. Reconciliation of the net defined benefit (asset) / liability
Payables 3.37 - 3.37 2.02 - 2.02
The following table shows a reconciliation from the opening balances to the closing balances for net
Debt securities 522.46 704.63 1,227.09 223.79 726.45 950.24
Borrowings (other than debt
defined benefit (asset) liability and its components:
7,446.69 6,169.44 13,616.13 5,395.98 4,408.09 9,804.07
securities)
Subordinated liabilities - 236.91 236.91 128.74 236.53 365.27 As at March 31, 2024 As at March 31, 2023
Net defined Net defined
Lease liabilities 23.94 111.65 135.59 15.95 73.63 89.58 Particulars Defined Fair value Defined Fair value
benefit benefit
benefit of plan benefit of plan
Other financial liabilities 587.29 9.97 597.26 283.67 4.19 287.86 obligation assets
(asset)/
obligation assets
(asset)/
liability liability
8,583.75 7,232.60 15,816.35 6,050.15 5,448.89 11,499.04
Balance at the beginning of the
Non-financial liabilities 17.42 19.09 (1.67) 21.19 24.90 (3.71)
year
Current tax liabilities (net) 0.01 - 0.01 0.34 - 0.34 Included in statement of
profit or loss
Provisions 0.66 7.87 8.53 0.64 7.62 8.26
Current service cost 3.28 - 3.28 4.60 - 4.60
Other non-financial liabilities 74.69 20.24 94.93 12.65 76.83 89.48
Interest cost (income) 1.22 (1.41) (0.19) 1.48 (1.81) (0.33)
75.36 28.11 103.47 13.63 84.45 98.08
8,659.11 7,260.71 15,919.82 6,063.78 5,533.34 11,597.12

42 EMPLOYEE BENEFITS (CONTD.) 42 EMPLOYEE BENEFITS (CONTD.)

As at March 31, 2024 As at March 31, 2023 As at March 31, 2024 As at March 31, 2023
Particulars
Net defined Net defined Increase Decrease Increase Decrease
Particulars Defined Fair value Defined Fair value
benefit benefit
benefit of plan benefit of plan Discount rate (0.25% movement) 15.99 16.51 17.16 17.70
(asset)/ (asset)/
obligation assets obligation assets
liability liability Salary increase rate (0.5% movement) 16.83 15.69 18.04 16.84
4.50 (1.41) 3.09 6.08 (1.81) 4.27 Withdrawal rate (2% movement) 16.24 16.26 17.43 17.43
Included in other Mortality rate (1% movement) 16.25 16.25 17.43 17.43
comprehensive income
Remeasurements loss (gain) Although the analysis does not take account of the full distribution of cash flows expected under the
– Actuarial loss (gain) plan, it does provide an approximation of the sensitivity of the assumptions shown.
arising from:
- demographic
- - - 0.19 - 0.19 F. Expected maturity analysis of the defined benefit plans in future years
assumptions
- financial assumptions 0.20 - 0.20 (0.12) - (0.12) Particulars
As at As at
March 31, 2024 March 31, 2023
- experience adjustment 0.32 - 0.32 (2.56) - (2.56)
1 year 1.26 1.76
– on plan assets - (1.34) (1.34) - 0.32 0.32
Between 2-5 years 7.87 7.72
0.52 (1.34) (0.82) (2.49) 0.32 (2.17)
Other
Over 10 years 5.88 6.77
Contributions paid by the
- 4.37 (4.37) - 0.05 (0.05)
employer Total 22.94 25.31
Benefits paid (6.20) (6.19) (0.01) (7.36) (7.35) (0.01)
As at March 31, 2024, the weighted-average duration of the defined benefit obligation was 7.35 years
(6.20) (1.82) (4.38) (7.36) (7.30) (0.06)
(March 31, 2023: 7.56 years ).
Balance at the end of the year 16.24 20.02 (3.78) 17.42 19.09 (1.67)
G. Description of risk exposures
C. Plan assets Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As
As at As at
such company is exposed to various risks as follow -
Particulars
March 31, 2024 March 31, 2023
Investment Risk: For funded plans that rely on insurers for managing the assets, the value of assets
Funds managed by:
certified by the insurer may not be the fair value of instruments backing the liability. In such cases,
Life insurance Corporation of India (LIC) 90% 100% the present value of the assets is independent of the future discount rate. This can result in wide
Kotak Mahindra Life Insurnace Co. Ltd. (Kotak Life) 10% - fluctuations in the net liability or the funded status if there are significant changes in the discount rate
100% 100% during the inter-valuation period.
On an annual basis, an asset-liability matching is done whereby the Company contributes the net Market Risk (Interest Rate): Market risk is a collective term for risks that are related to the changes

increase in the actuarial liability to the plan manager (insurer) in order to manage the liability risk. and fluctuations of the financial markets. The discount rate reflects the time value of money. An
increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice
D. Actuarial assumptions versa. This assumption depends on the yields on the corporate/government bonds and hence the
Principal actuarial assumptions at the reporting date (expressed as weighted averages): valuation of liability is exposed to fluctuations in the yields as at the valuation date.
As at As at Longevity Risk: The impact of longevity risk will depend on whether the benefits are paid before

Particulars
March 31, 2024 March 31, 2023
retirement age or after. Typically for the benefits paid on or before the retirement age, the longevity
Discount rate (per annum) 7.19% 7.39%
risk is not very material.
Salary increase rate (per annum) 5.00% 5.00%
Withdrawal rate: Future Salary Increase Risk: Actual Salary increase that are higher than the assumed salary escalation,

will result in increase to the obligation at a rate that is higher than expected.
Below 40 years (per annum) 18.00% 18.00%
40 years to 54 years (per annum) 7.00% 7.00% Attrition/Withdrawal Risk: If actual withdrawal rates are higher than assumed withdrawal rates,

Above 54 years (per annum) 2.00% 2.00% the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower
Expected rate of return on plan assets (per annum) 7.39% 7.28%
than assumed, the benefits will be paid later than expected. The impact of this will depend on the
demography of the company and the financials assumptions.
Mortality IALM IALM
(2012-14) (2012-14) Regulatory Risk: Any changes to the current Regulations by the Government, will increase (in most

Ultimate Ultimate
cases) or decrease the obligation which is not anticipated. Sometimes, the increase is many fold which
will impact the financials quite significantly.
E. Sensitivity analysis of significant assumptions
The following table present a sensitivity analysis to one of the relevant actuarial assumption, holding
other assumptions constant, showing how the defined benefit obligation would have been affected
by changes in the relevant actuarial assumptions that were reasonably possible at the reporting date.

42 EMPLOYEE BENEFITS (CONTD.) 43 LEASES (CONTD.)

iii. Other long-term benefits f) Maturity analysis of lease liability
The Company provides compensated absences benefits to the employees of the Company which can be As at As at
Particulars
March 31, 2024 March 31, 2023
carried forward to future years. Amount recognised in the statement of profit and loss for compensated
Within 12 months 23.94 15.95
absences is as under-
After 12 months 111.65 73.63
Year ended Year ended 135.59 89.58
Particulars
March 31, 2024 March 31, 2023
Amount recognised in statement of profit and loss B. Lease in the capacity of Lessor
Compensated absences 4.24 2.87 a) Nature : Operating and finance lease of vehicles primarily to Corporate clients
b) Company manages the risk associated with any rights it retains in underlying assets as per the terms
43 LEASES of the respective lease contracts. There is a dedicated team which manages this portfolio.
As a lessee the Company classified property leases as operating leases under Ind AS 116. Right-of-use assets c) Future lease payments
and lease liabilities are presented separately on the face of the balance sheet.
At year end, the future lease receivables under finance leases are as follows:
A. Lease in the capacity of Lessee Year ended Year ended
Particulars
a) Nature : Leases considered here are taken for office use and guesthouse. March 31, 2024 March 31, 2023
1st Year 83.74 114.01
Particulars 2nd Year 66.55 93.43
March 31, 2024 March 31, 2023
b) Amount recognised in statement of profit or loss 3rd Year 32.55 72.23
1. Depreciation on right of use assets (gross) 25.46 18.24 4th Year 6.07 34.66
2. Interest expense on lease liability 12.50 8.63 5th Year - 6.42
3. Rent paid for leases which are not considered under Ind AS 116 1.40 0.62 188.91 320.75
Other disclosures
4. Total cash outflow for leases 33.43 14.38 At year end, the future lease receivables under operating leases are as follows:
5. Additions to right of use assets 86.96 71.76 Particulars
March 31, 2024 March 31, 2023
6. Carrying amount of right of use assets (refer note 15) 117.35 75.05
1st Year 22.33 30.28
c) Bifurcation of rent paid during the year
2nd Year 16.04 24.79
- Principal 20.93 5.76
3rd Year 8.13 17.84
- Interest 12.50 8.63
4th Year 3.26 8.83
5th Year - 3.62
d) Movement in the carrying value of the right of use asset
49.76 85.36
As at As at
Particulars
March 31, 2024 March 31, 2023
Opening balance 75.05 42.32 d) Reconciliation - Finance lease
Depreciation charge for the year (25.46) (18.24) Year ended Year ended
Particulars
March 31, 2024 March 31, 2023
Additions during the year 86.96 71.76
Net investment in lease (carrying amount of Finance lease) 163.43 264.41
Adjustment/deletion (19.20) (20.79)
Unearned finance income 25.48 56.34
Closing balance 117.35 75.05
Total lease payments 188.91 320.75
e) Movement in the carrying value of the lease liability
Particulars
As at As at 44 EARNINGS PER EQUITY SHARE (EPS)
March 31, 2024 March 31, 2023
Opening balance 89.58 Year ended Year ended
47.61 Particulars Units
March 31, 2024 March 31, 2023
Interest expense 12.50 8.63 a) Net profit after tax ₹ in crores 2,055.96 584.94
Lease payments (33.43) (14.38) b) (i) Weighted average number of equity shares for basic EPS Nos 768,641,528 765,343,568
Additions during the year 86.96 71.42 (ii) Effect of potential ordinary equity shares on employee stock Nos 9,180,774 7,678,953
Adjustment/deletion (20.02) (23.70) options
Closing balance 135.59 89.58 (iii) Weighted average number of equity shares for diluted EPS Nos 777,822,302 773,022,521
c) (i) Earnings per share (Face value of ₹ 2 per share) – basic ₹ 26.75 7.64
(ii) Earnings per share (Face value of ₹ 2 per share) – diluted ₹ 26.43 7.57

45 SHARE-BASED PAYMENTS 45 SHARE-BASED PAYMENTS (CONTD.)
A Description of share-based payment arrangements B Measurement of Fair values

The company instituted the Employee Stock Option Plan (ESOP) in 2007, Restricted Stock Option Plan The fair value of employee share options has been measured using Black-Scholes model. The weighted
2014 (RSOP) in 2014, Employee Stock Option Plan (ESOP) in 2021 and Employee Stock Option Plan average fair value of each option of Poonawalla Fincorp Limited was ₹ 134.16 (March 31, 2023: ₹ 161.39).
(ESOP) in 2024 which were approved by the Board of Directors and the shareholders of the Company. The fair value of the options granted during the year and the inputs used in the measurement of the grant-
date fair values of the equity-settled share based payment plans are as follows:
ESOP, 2007
Under ESOP 2007, the Company provided for the creation and issue of 1,000,000 options, that would Particulars Units
March 31, 2024 March 31, 2023
eventually convert into equity shares of ₹ 10/- each in the hands of the Company’s employees. The options Fair value at grant date ₹ 128.68 - 193.49 123.11 - 178.04
are to be granted to the eligible employees at the discretion of and at the exercise price determined by
Share price at grant date ₹ 315.10 - 501.55 240.75 - 324.70
the Nomination and Remuneration Committee of the Company. The options generally vest in a graded
Exercise price ₹ 297.83 - 498.80 229.29 - 307.89
manner and are exercisable within 3/4 years from the date of vesting. Following the sub-division of one
Expected volatility (weighted average volatility) % 43.63 - 52.82 52.42 - 53.67
equity share of the face value of ₹ 10/- each into five equity shares of the face value of ₹ 2/- each during
the financial year ended March 31, 2011, the number of options increased from 1,000,000 to 5,000,000. Expected life (expected weighted average life) years 3.04 3.04 - 5.01
Expected dividend Yield % 0.10 - 0.63 0.12 - 0.17
During the year, 8,800 options were lapsed/forfeited. The Nomination and Remuneration Committee of
Risk-free interest rate (based on government bonds) % 6.79 - 7.24 6.96 - 7.24
the Company has allotted 45,560 options under ESOP 2007 to the eligible employees of the Company
(each options entitles the option holder to 1 equity share of ₹ 2/- each ). Expected volatility has been based on an evaluation of the historical volatility of the Company’s share
price, particularly over the historical period commensurate with the expected term. The expected term of
RSOP, 2014 the instruments has been based on historical experience and general option holder behavior.
Under RSOP 2014, the Company provided for the creation and issue of 5,000,000 awards, that would
eventually convert into equity shares of ₹ 2/- each in the hands of the Company’s employees. The awards C Reconciliation of outstanding share options
are to be granted to the eligible employees at the discretion of the Nomination and Remuneration The number and weighted average exercise prices of share options under the share option plans were
Committee of the Company and at the exercise price of the face value of ₹ 2/- each. The awards generally as follows:
will vest in a graded manner and are exercisable within 3 years from the date of vesting. The shareholders ESOP, 2007
of the Company on July 24, 2021 had amended the RSOP 2014 by increasing existing plan pool from
5,000,000 equity shares having face value of ₹ 2 per equity share to 10,000,000 Equity Shares.
Particulars Number of Wtd. Avg. Number of Wtd. Avg.
During the year, 38,496 awards were lapsed/forfeited and added in the pool. The Nomination and share options price share options price
Remuneration Committee of the Company has allotted 5,194,665 awards under RSOP 2014 to the eligible Outstanding options at the beginning of the year 57,560 13.16 318,697 27.49
employees of the Company (each award entitles the award holder to 1 equity share of ₹ 2/- each ). Add: Granted during the year - - - -
Less: Exercised during the year 45,560 16.11 235,568 31.15
ESOP, 2021
Less: Lapsed/forfeited during the year 8,800 2.00 25,569 25.98
The shareholders of the Company on July 24, 2021 had instituted ESOP Plan 2021 wherein the Company Outstanding options at the end of the year 3,200 2.00 57,560 13.16
provided for the creation and issue of 15,000,000 options, that would eventually convert into equity Options vested and exercisable at the end of the year 3,200 2.00 37,560 19.11
shares of ₹ 2/- each in the hands of the Company’s employees. The options are to be granted to the eligible
employees at the discretion of the Nomination and Remuneration Committee of the Company and at the The options outstanding at March 31, 2024 have an exercise price of ₹ 2 (March 31, 2023: ₹ 2 to ₹ 39.45)
fair market value. The options generally will vest in a graded manner and are exercisable within 36 months and a weighted average remaining contractual life of Nil years (March 31, 2023: 0.09 years).
from the date of vesting.
The weighted average share price at the date of exercise for share options exercised in 2023-24 was ₹
During the year 3,064,998 options were lapsed/forfeited and added in the pool. The Nomination and 371.16 (2022-23: ₹ 274.93).
Remuneration Committee of the Company has allotted 1,362,845 options under ESOP 2021 to the
eligible employees of the Company (each award entitles the award holder to 1 equity share of ₹ 2/- each ). RSOP 2014
During the year, the Nomination and Remuneration Committee of the Company has granted 3,542,500 Particulars Number of Wtd. Avg. Number of Wtd. Avg.
options under ESOP 2021 to the eligible employees of the Company (each options entitles the option share options price share options price
holder to 1 equity share of ₹ 2/- each ). Outstanding options at the beginning of the year 5,233,161 2.98 7,948,724 3.59
Add: Granted during the year - - - -
ESOP - 2024
Less: Exercised during the year 5,194,665 2.72 2,669,485 4.19
The shareholders of the Company on February 19, 2024 had instituted ESOP -2024 through an Employee
Welfare Trust. In this regard, the Company had set up Trust named as – PFL Employee Welfare Trust to
Outstanding options at the end of the year - - 5,233,161 2.98
acquire, purchase, hold and deal in fully paid-up Equity Shares by way of secondary acquisition for the
Options vested and exercisable at the end of the year - - 24,274 38.21
purpose of implementation of the ESOP-2024. The maximum aggregate number of Options that may
be granted and thereby transfer of Shares by the Trust under ESOP -2024 shall not exceed 15,000,000 The options outstanding at March 31, 2024 have an exercise price in the range of ₹ Nil (March 31, 2023:
Shares. The options are to be granted to the eligible employees at the discretion of the Nomination and ₹2 to ₹ 38.21) and a weighted average remaining contractual life of Nil years (March 31, 2023: 1.85 years).
Remuneration Committee of the Company. The options generally will vest in a graded manner and are
exercisable within 36 months from the date of vesting. The weighted average share price at the date of exercise for share options exercised in 2023-24 was
₹464.30 (2022-23: ₹ 288.08).
45 SHARE-BASED PAYMENTS (CONTD.) 46 RELATED PARTIES

ESOP 2021 (i) Name of related parties and description of relationship:
A Holding Company
share options price share options price Rising Sun Holdings Private Limited
Outstanding options at the beginning of the year 10,991,975 234.71 5,938,800 193.78
Add: Granted during the year 3,542,500 321.91 7,463,650 260.10 B Subsidiary ^
Less: Exercised during the year 1,362,845 211.33 119,000 169.30 Grihum Housing Finance Limited (‘GHFL’) (Formerly known as Poonawalla Housing Finance Limited)
Less: Lapsed/forfeited during the year 3,064,998 255.89 2,291,475 214.71 (ceases to be subsidiary company w.e.f July 26, 2023)
Outstanding options at the end of the year 10,106,632 262.00 10,991,975 234.71
C Fellow Subsidiary
Options vested and exercisable at the end of the year 376,752 242.28 481,615 211.74
Poonawalla Finance Private Limited
The options outstanding at March 31, 2024 have an exercise price in the range of ₹ 164.42 to ₹ 498.80
(March 31, 2023: ₹ 164.42 to ₹ 307.89) and a weighted average remaining contractual life of 2.48 years D Member of Promoter group
(March 31, 2023: 3.05 years). Magma HDI General Insurance Company Limited
The weighted average share price at the date of exercise for share options exercised in 2023-24 was ₹ Sanoti Properties LLP
402.48 (2022-23: ₹ 300.67).
E Joint Venture
D Equity shares reserved for issue under options Jaguar Advisory Services Private Limited
No. of options Exercise
Particulars
granted price (₹) No. of options
F Key Managerial Personnel (‘KMP’) Nature of Relationship
Amount No. of options Amount
Under ESOP 2007:

Mr. Abhay Bhutada Managing Director
Tranche XXV 1,001,711 39.45 - - 17,160 0.00
Tranche XXVI 102,000 2.00 - - 19,200 0.00 Mr. Sunil Samdani Whole - Time Director (Appointed w.e.f. October 20, 2023)
Tranche XXVII 92,000 2.00 3,200 0.00 21,200 0.00 Mr. Sanjay Miranka Chief Financial Officer
Under RSOP 2014:
Tranche II 1,263,495 38.21 - - 141,161 0.03 Mrs. Shabnum Zaman Company Secretary
Tranche V (A) & (B) 5,000,000 2.00 - - 3,350,000 0.67
Tranche VI (A) & (B) 2,600,000 2.00 - - 1,742,000 0.35 G Directors
Under ESOP 2021:
Tranche I 1,500,000 175.48 350,000 0.07 478,000 0.10 Mr. Adar Cyrus Poonawalla Chairman & Non Executive Director
Tranche II 4,325,750 164.42 1,164,630 0.23 2,110,975 0.42
Tranche III 170,000 256.03 - - 100,000 0.02 Mr. Amar Sudhakar Deshpande Non Executive Director
Tranche IV 2,092,050 238.55 1,426,935 0.29 1,926,600 0.39
Mr. Sajid Fazalbhoy Non Executive Director
Tranche V 3,941,400 251.28 1,645,492 0.33 3,045,650 0.61
Tranche VI 1,361,500 230.45 1,097,350 0.22 1,277,000 0.26 Mr. Prabhakar Dalal Independent Non Executive Director
Tranche VII 311,250 229.29 270,125 0.05 311,250 0.06
Mr. Atul Kumar Gupta Independent Non Executive Director (w.e.f January 27, 2022 and
Tranche VIII 1,437,000 307.89 603,100 0.12 1,330,000 0.27
Tranche IX 412,500 298.95 364,000 0.07 412,500 0.08 redesignated as Independent Director w.e.f August 23, 2023)
Tranche X 567,500 297.83 265,000 0.05 - - Mr. G Jaganmohan Rao Independent Non Executive Director (ceased to be Director w.e.f
Tranche XI 330,000 311.78 330,000 0.07 - - August 26, 2023)
Tranche XII 300,000 307.06 300,000 0.06 - -
Tranche XIII 640,000 329.90 590,000 0.12 - - Mr. Sanjay Kumar Independent Non Executive Director
Tranche XIV 200,000 391.82 200,000 0.04 - -
Mrs. Vijayalakshmi R Iyer Independent Non Executive Director (ceased to be Director w.e.f.
Tranche XV 80,000 379.06 75,000 0.02 - -
January 30, 2024)
Tranche XVI 40,000 377.00 40,000 0.01 - -
Tranche XVII 1,000,000 300.26 1,000,000 0.20 - - Mr. Bontha Prasada Rao Independent Non Executive Director
Tranche XVIII 200,000 321.19 200,000 0.04 - -
Tranche XIX 20,000 370.80 20,000 0.00 - - Ms. Kemisha Soni Independent Non Executive Director (W.e.f. January 30, 2024)
Tranche XX 100,000 376.36 100,000 0.02 - -
Tranche XXI 50,000 498.80 50,000 0.01 - -
Tranche XXII 15,000 462.30 15,000 0.00 - -
Amount recognised in statement of profit and loss

Year ended March 31, 2024: ₹ 99.63 crores
Year ended March 31, 2023: ₹ 150.63 crores

46 RELATED PARTIES (CONTD.) 46 RELATED PARTIES (CONTD.)

(ii) Related party transactions during the year and balance receivable from and payable to Transaction
Outstanding
Transaction
Outstanding
value for the value for the
related parties as at the balance sheet date: Name of related party Nature of transaction
year ended
amount as at
year ended
amount as at
March 31, 2024 March 31, 2023
March 31, 2024 March 31, 2023
Transaction Transaction
Outstanding Outstanding 3. Mr. Sanjay Miranka Salary 4.97 - 2.92 -
value for the value for the
Name of related party Nature of transaction amount as at amount as at
year ended year ended Share based payments 6.06 - 0.25 -
March 31, 2024 March 31, 2023
March 31, 2024 March 31, 2023 Share Capital 0.07 - 0.00 -
A) Holding Company
Share Premium 5.90 - 0.38 -
Rising Sun Holdings Dividend paid 191.68 - 18.82 -
Dividend paid 0.07 - - -
Private Limited
4. Mrs. Shabnum Zaman Salary 0.75 - 0.51 -
B) Subsidiary
Share based payments 0.70 - 0.19 -
Grihum Housing Cost allocation made* - - 5.47 -
Finance Limited Share Capital 0.00 - 0.00 -
Investment in equity - - - 819.71
(‘GHFL’) (Formerly shares Share Premium 0.45 - -
known as Poonawalla Inter corporate loan 300.00 - - - Dividend paid 0.00 - 0.00 -
Housing Finance given
Limited) G) Directors #
Inter corporate loan 300.00 - - -
refunded 1. Mr. Adar Cyrus Sitting fees 0.06 - 0.05 -
Poonawalla
Direct assignment 0.04 - 0.21 0.01
servicing fees paid 2. Mr. Prabhakar Dalal Sitting fees 0.29 - 0.19 -
Interest income on on 4.80 - - -
Commission 0.50 0.50 - -
inter corporate loan
given 3. Mr. Amar Sudhakar Sitting fees 0.37 - 0.33 -
Sale of fixed assets 0.08 - - - Deshpande
4. Mr. Sajid Fazalbhoy Sitting fees 0.09 - 0.06 -
C) Fellow Subsidiary
5. Mr. Atul Kumar Gupta Sitting fees 0.21 - 0.09 -
Poonawalla Finance Purchase of property 3.76 - 0.24 -
Private Limited plant and equipment Commission 0.50 0.50 - -
Leave and license 6. Mr. G Jaganmohan Rao Sitting fees 0.15 - 0.27 -
agreement: 7. Mr. Sanjay Kumar Sitting fees 0.23 - 0.24 -
Rent paid 18.55 - - -
Electricity expenses 0.09 - 0.55 -
8. Mrs. Vijayalakshmi R Sitting fees 0.16 - 0.14 -
Office maintenance - - 0.46 - Iyer
charges 9. Mr. Bontha Prasada Sitting fees 0.16 - 0.15 -
Security deposit paid - 3.63 3.63 3.63 Rao Commission 0.50 0.50 - -
Loan given to PFL 175.00 175.00 - -
employee welfare trust 10. Ms. Kemisha Soni Sitting fees 0.01 - - -
Interest on loan given to 0.86 - - - Commission 0.08 0.08 - -
PFL employee welfare
trust Notes :
D) Member of Promoter
group Related parties identified includes related parties as per section 2(76) of the Companies Act, 2013.
1. Magma HDI General Short-term loans and 11.73 1.05 35.66 1.34 The Company has sold its stake in Grihum Housing Finance Limited (Formerly known as Poonawalla Housing Finance Limited)
^
Insurance Company advances given
on July 26, 2023 and it ceased to be a related party from July 26, 2023. Accordingly, transactions for the period ended July
Limited Refund / adjustment of 12.02 - 39.79 -
25, 2023 are reported.
short-term loans and
advances given * Represents expenses recovered towards infrastructural support, operational assistance and other services.
Claims received 0.01 - 0.09 -
# Sitting fees values are excluding of GST.
Insurance commission 1.79 0.21 4.03 0.08
income
Insurance premium paid 5.14 - 5.51 - (iii) Compensation of key managerial personnel
Advance for mediclaim 6.08 6.17 5.02 5.21
policy Year ended Year ended
Particulars
Subscription to public - 75.00 - 75.00 March 31, 2024 March 31, 2023
issue of NCD Short-term employee benefits 12.77 8.13
Interest accrued but not 7.12 7.12 7.88 7.12
due on NCD Post-employment defined benefit* 0.43 0.30
Interest Paid on NCD 7.88 - 7.88 - Share-based payments 242.97 73.51
2. Sanoti Properties LLP Sale of stake in MHDI - - 361.39 - 256.17 81.94
E) Joint venture
* Excludes provision for encashable leave and gratuity for certain key management personnel as these are determined for the
Company as a whole.
1 Jaguar Advisory Investment in equity - 0.02 - 0.02
Services Private shares
Limited
F) Key Managerial
Terms and conditions
Personnel All transactions with these related parties are priced on an arm’s length basis. Outstanding amount as
1. Mr. Abhay Bhutada Director's remuneration 5.00 - 5.00 -
at the end of the year, in respect of loan and advances are unsecured and to be settled in cash and / or
adjusted against goods or services.
Share Capital 1.02 - 0.50 -
2. Mr. Sunil Samdani Salary 2.48 - - -

47 CONTINGENT LIABILITIES 48 TRANSFERS OF FINANCIAL ASSETS (CONTD.)

Contingent liabilities and commitments (to the extent not provided for) As at As at
March 31, 2024 March 31, 2023
a) Contingent liabilities Assets
As at As at Securitisation - 131.81
March 31, 2024 March 31, 2023
Carrying amount of assets - 131.81
Claims against the Company not acknowledged as debt
i) Income tax matters under dispute 4.01 3.94 As at As at
March 31, 2024 March 31, 2023
ii) VAT and GST matters under dispute 6.65 8.20
Associated liabilities
iii) Service tax matters under dispute 8.03 10.20
Loans from PTC Investors - 109.96
iv) Legal cases against the Company * 0.90 2.78
Carrying amount of associated liabilities - 109.96
* The Company is also involved in other law suits, claims, investigations and proceedings, including collection and repossession
related matters, which arise in the ordinary course of business. However, there are no significant claims on such cases. Future
As at As at
cash outflows in respect of the above, if any, is determinable only on receipt of judgement / decisions pending with the relevant
March 31, 2024 March 31, 2023
authorities.
For those liabilities that have recourse only to the transferred financial assets
Assets
b)
The amount included above represents best possible estimate arrived at on the basis of available
information. The Management believes that it has a reasonable case in its defense of the proceedings and Securitisation - 131.81
accordingly no further provision has been created. Fair value of assets - 131.81
c)
The Company has certain litigations pending with income tax authorities, service tax authorities and As at As at
other litigations which have arisen in the ordinary course of business. The Company has reviewed all such March 31, 2024 March 31, 2023
pending litigations having an impact on the financial position, and has adequately provided for where Associated liabilities
provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. Loans from PTC Investors - 110.09
Fair value of associated liabilities - 110.09
d) Commitments
As at As at
March 31, 2024 March 31, 2023 49 FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT
Estimated amount of contracts remaining to be executed on capital account and 3.01 2.11
not provided for A. Financial instruments by category
Bank Guarantees provided 0.30 - The following table shows the carrying amounts of financial assets and financial liabilities.
e)
The Company has a process whereby periodically all long term contracts are assessed for material Particulars
Amortised cost FVTPL FVTOCI Total
foreseeable losses. As at year end, the Company does not have any long term contracts (including
derivative contracts) for which there were material foreseeable losses. Financial assets:
Cash and cash equivalents 255.18 - - 255.18
Bank balances other than cash and cash equivalents 13.36 - - 13.36
48 TRANSFERS OF FINANCIAL ASSETS Receivables 28.66 - - 28.66
In the ordinary course of business, the Company enters into transactions that result in the transfer of financial Loans 22,046.41 - - 22,046.41
assets. In accordance with the accounting policy set out in Note 2, the transferred financial assets continue to Investments* 366.57 207.98 303.78 878.33
be recognised or derecognised as per the conditions specified in Ind AS 109 - Financial Instruments. Other financial assets 257.81 - - 257.81
22,967.99 207.98 303.78 23,479.75
The Company transfers financial assets that are not derecognised in their entirety are primarily through
Financial liabilities:
securitisation transactions, in which loans to customers are transferred to securitisation special purpose vehicles.
Payables 3.37 - - 3.37
Transferred financial assets that are not derecognised in their entirety Debt securities 1,227.09 - - 1,227.09
Borrowings (other than debt securities) 13,616.13 - - 13,616.13
Securitisation
Subordinated liabilities 236.91 - - 236.91
Certain loans to customers are sold by the Company to securitisation special purpose vehicles, which in turn
Lease liabilities 135.59 - - 135.59
issue Pass Through Certificates (‘PTC’) to investors collateralised by the purchased assets. In securitisation
Other financial liabilities 597.26 - - 597.26
transactions entered, the Company transfers loans to an unconsolidated securitisation vehicle, however it
15,816.35 - - 15,816.35
retains credit risk (principally by providing credit enhancement). The Company retains substantial risks and
rewards of such loan transferred and accordingly, does not derecognise the loans transferred in its entirety and *Investment in joint venture has been reclassified as assets held for sale as on March 31, 2024.
recognises an associated liability for the consideration received.
The following table sets out the carrying amounts and fair values of all financial assets transferred that are not
derecognised in their entirety and associated liabilities.

49 FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT (CONTD.) 49 FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT (CONTD.)
The following table shows the carrying amounts of financial assets and financial liabilities. Financial assets and liabilities measured at fair value - recurring fair value measurements
As at March 31, 2023 As at March 31, 2023 Level 1 Level 2 Level 3 Total
Particulars
Amortised cost FVTPL FVTOCI Total Financial assets:
Financial assets: Investments 268.37 199.23 - 467.60
Bank balances other than cash and cash equivalents 56.05 - - 56.05 Assets and liabilities which are measured at amortised cost / others for which fair values are disclosed
Receivables 20.67 - - 20.67
As at March 31, 2023 Amortised cost Fair Value Level 1 Level 2 Level 3
Loans 15,229.45 - - 15,229.45
Financial assets:
Investments** 42.54 199.23 268.37 510.14
Cash and cash equivalents 601.38 601.38 601.38 - -
Other financial assets 372.05 - - 372.05 Bank balances other than cash and cash
16,322.14 199.23 268.37 16,789.74 56.05 56.05 56.05 - -
equivalents
Financial liabilities: Receivables 20.67 20.67 - - 20.67
Payables 2.02 - - 2.02 Loans 15,229.45 15,166.92 - - 15,166.92
Debt securities 950.24 - - 950.24 Investments 42.54 42.54 - 42.54 -
Borrowings (other than debt securities) 9,804.07 - - 9,804.07 Other financial assets 372.05 372.05 - - 372.05
Subordinated liabilities 365.27 - - 365.27 16,322.14 16,259.61 657.43 42.54 15,559.64
Lease liabilities 89.58 - - 89.58 Financial liabilities:
Other financial liabilities 287.86 - - 287.86 Payables 2.02 2.02 - 2.02
11,499.04 - - 11,499.04 Debt securities 950.24 957.61 - 957.61 -
Borrowings (other than debt securities) 9,804.07 9,804.60 - 9,804.60 -
**Investment in subsidiary and joint venture has been reclassified as assets held for sale as on March 31, 2023 Subordinated liabilities 365.27 389.97 - 389.97 -
Lease liabilities 89.58 89.58 - - 89.58
B. Fair value hierarchy Other financial liabilities 287.86 287.86 - - 287.86
This section explains the judgements and estimates made in determining the fair values of the financial 11,499.04 11,531.64 - 11,152.18 379.46
instruments that are:
Financial instruments valued at carrying value
(a) recognised and measured at fair value and
(b) measured at amortised cost / other and for which fair values are disclosed in the financial statements. The respective carrying values of certain on-balance sheet financial instruments approximate their fair value.
These financial instruments include cash in hand, balances with other banks, receivables, trade payables
To provide an indication about the reliability of the inputs used in determining fair value, the Company and certain other financial assets and liabilities, with maturities less than a year from the balance sheet date.
has classified its financial instruments into the three levels prescribed under the accounting standard. An Carrying values were assumed to approximate fair values for these financial instruments as they are short-
explanation of each level follows underneath the table. term in nature and their recorded amounts approximate fair values or are receivable or payable on demand.
Financial assets and liabilities measured at fair value - recurring fair value measurements C. Valuation framework
As at March 31, 2024 Level 1 Level 2 Level 3 Total The Company measures fair values using the following fair value hierarchy, which reflects the significance of
Financial assets: the inputs used in making the measurements.
Investments 303.78 207.98 - 511.76
Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: The fair value of financial instruments that are not traded in active markets is determined using
Assets and liabilities which are measured at amortised cost / others for which fair values are disclosed
valuation techniques which maximize the use of observable market data either directly or indirectly, such as
As at March 31, 2024 Amortised cost Fair Value Level 1 Level 2 Level 3 quoted prices for similar assets and liabilities in active markets, for substantially the full term of the financial
Financial assets: instrument but do not qualify as Level 1 inputs. If all significant inputs required to fair value an instrument are
Cash and cash equivalents 255.18 255.18 255.18 - -
observable the instrument is included in level 2.
Bank balances other than cash and cash 13.36 13.36 13.36 - -
equivalents Level 3: If one or more of the significant inputs is not based in observable market data, the instruments is
Receivables 28.66 28.66 - - 28.66
included in level 3. That is, Level 3 inputs incorporate market participants’ assumptions about risk and the
Loans 22,046.41 22,010.85 - - 22,010.85
risk premium required by market participants in order to bear that risk. The Company develops Level 3 inputs
Other investment 366.57 366.57 350.27 16.30 -
based on the best information available in the circumstances.
Other financial assets 257.81 257.81 - - 257.81
22,967.99 22,932.43 618.81 16.30 22,297.32
Payables 3.37 3.37 - - 3.37
Debt securities 1,227.09 1,231.74 - 1,231.74 -
Subordinated liabilities 236.91 252.97 - 252.97 -
Lease liabilities 135.59 135.59 - - 135.59
Other financial liabilities 597.26 597.26 - - 597.26
15,816.35 15,837.06 - 15,100.84 736.22

49 FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT (CONTD.) 50 FINANCIAL RISK MANAGEMENT (CONTD.)
Financial instruments measured at fair value and fair value of financial instruments carried at amortised cost b) Probability of default (PD)
Significant unobservable
Inter-relationship between Analysis of historical data regarding days past due (DPD) or delinquency of loans is the primary input into
Type Valuation technique significant unobservable inputs
input
and fair value and sensitivity
the determination of the term structure of PD for exposures. The Company collects performance and default
Financial assets Discounted cash flows: The valuation information about its credit risk exposures analysed by type of product or borrower as well as by DPD. The
and liabilities model considers the present value of Company employs statistical methods to analyse the data collected and generate estimates of the PD
Not applicable Not applicable
measured at expected receipt/payment discounted
of exposures.
amortised cost using appropriate discounting rates.
There is an inverse correlation. In case of newly launched products, where the Company does not have sufficient historical data to estimate
Discounted cash flows: The valuation The discount rate is the
Financial assets Higher the discount rate i.e
model considers the present value of average lending rate PD, it uses industry level aggregate data obtained from credit bureaus, or third-party data providers or
and liabilities average lending rate for the
expected receipt/payment discounted at which the loans are performance of an existing product which closely resembles the new product.
measured at FVOCI disbursed loans, lower the fair
using appropriate discounting rates. disbursed.
value of the assets.
Financial assets Expected loss has been calculated as an unbiased and probability-weighted amount for multiple scenarios.
NAV based method. Not applicable Not applicable
measured at FVTPL The probability of default has been calculated for 3 scenarios: upside (16% probability), downside (16%) and
Investment NAV based method. Not applicable Not applicable base (68%). These weightages have been decided on best practices and expert judgement.
c) Definition of default
50 FINANCIAL RISK MANAGEMENT The Company considers a financial instrument defaulted, and therefore Stage 3 (credit-impaired), for ECL
The Company assumes credit risk, market risk, operational risk, liquidity risk, interest rate risk, compliance risk, calculations in all cases when the borrower becomes 90 DPD from its contractual payments or has been
and reputational risk in the normal course of its business. This exposes the Company to a substantial level of classified as NPA as per regulatory classification. The Company considers probability of default upon initial
inherent financial risk. recognition of asset and whether there has been any significant increase in credit risk (SICR) on an ongoing
basis throughout each reporting period. To assess whether there is SICR the Company compares the risk of
i Risk management framework default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.
The Company’s board of directors has overall responsibility for the establishment and oversight of the Following indicators are incorporated:
Company’s risk management framework. The board of directors has established the Risk Management - DPD analysis as on each reporting date
Committee, which is responsible for developing and monitoring the Company’s risk management policies.
The committee reports regularly to the Board of Directors on its activities. - significant increase in credit risk on other financial instruments of same borrower
Risk management involves identifying, measuring, monitoring and managing risks on a regular basis. d) Exposure at default (EAD)
The objective of risk management is to increase shareholders' value and achieve a return on equity that The exposure at default (EAD) represents the gross carrying amount of the financial instruments subject to the
is commensurate with the risks assumed. To achieve this objective, the Company employs leading risk impairment calculation;
management practices and recruits skilled and experienced people.
To calculate the ECL for a Stage 1 loan, the Company assesses the possible default events within 12 months
The Company’s risk management policies are established to identify and analyze the risks faced by the for the calculation of the 12 month ECL. For Stage 2 and Stage 3 financial assets, the exposure at default is
Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk considered for events over the lifetime of the instruments.
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Company’s activities. e) Loss given default (LGD)
Loss given default (LGD) represents estimated financial loss the Company is likely to suffer in respect of default
ii Credit risk
account and it is used to calculate provision requirement on EAD along with PD. The Company uses collection
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument details on previously defaulted cases for calculating LGD including estimated direct cost of collection from
fails to meet its contractual obligations, and arises principally from the Company's asset on finance. default cases. Appropriate discounting rates are applied to calculate present value of future estimated collection
The carrying amounts of financial assets represent the maximum credit risk exposure. net of direct collection cost. LGD thus calculated is used for all stages, i.e. Stage 1, Stage 2 and Stage 3.
For newly launched products, where historical collection data is not available or insufficient, the Company
a) Credit risk management
either uses the collection performance of an existing product which closely resembles the new product or
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. industry level aggregate data obtained from credit bureaus/third-party data providers, or regulatory guidance
However, management also considers the factors that may influence the credit risk of its customer base, available if any.
including the default risk associated with the industry. A financial asset is ‘credit-impaired’ when one or more
events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. f) Discounting
Evidence that a financial asset is credit-impaired includes the following observable data: ECL is computed by estimating timing of expected credit shortfalls associated with defaults and discounting
• A breach of contract such as a default or past due event them using effective interest rate.
• When a borrower becomes more than 90 days past due in its contractual payments g) Significant increase in credit risk
The Risk Management Committee has established credit policies for various lending products under which The Company continuously monitors all assets subject to ECLs. In order to determine whether an instrument
each new customer is analyzed individually for credit worthiness before the Company’s standard payment and or a portfolio of instruments is subject to 12 months ECL or lifetime ECL, the Company assesses whether there
delivery terms and conditions are offered. The Company’s review includes background verification, financial has been a significant increase in credit risk since initial recognition. The Company also applies other qualitative
statements, income tax returns, GST details, credit bureau information, industry information, etc (as applicable). factors for triggering a significant increase in credit risk for an asset, such as restructuring. Regardless of the

50 FINANCIAL RISK MANAGEMENT (CONTD.) 50 FINANCIAL RISK MANAGEMENT (CONTD.)

change in credit profile, if the contractual payments are more than 30 days past due, the credit risk is deemed The following table provides information about the exposure to credit risk and expected credit loss for assets
to have increased significantly since initial recognition. on finance.
The Company has applied a three-stage approach to measure expected credit losses (ECL) on loans and other
Loans measured at amortised cost
credit exposures accounted for at amortised cost and FVOCI. Loss rates are calculated using a ‘roll rate’ method
based on the probability of a receivable progressing through successive stages of delinquency to write-off. Gross Weighted Loss Whether
Particulars carrying average allowance credit
Assets migrate through following three stages based on the changes in credit quality since initial recognition: amount loss rate -impaired
(a) Stage 1: 12-months ECL: For exposures where there is no significant increase in credit risk since initial As at March 31, 2024
recognition and that are not credit-impaired upon origination, the portion of the lifetime ECL associated Current (not past due) 21,406.91 3.09% 662.36 No
with the probability of default events occurring within the next 12- months is recognized. Upto 30 days overdue 755.05 11.30% 85.30 No
More than 30 days and upto 60 days overdue 453.49 17.84% 80.90 No
(b) Stage 2: Lifetime ECL, not credit-impaired: For credit exposures where there has been a significant More than 60 days and upto 90 days overdue 161.48 23.42% 37.82 No
increase in credit risk since initial recognition but are not credit-impaired, a lifetime ECL is recognized. More than 90 days overdue 268.45 49.39% 132.59 Yes
23,045.38 4.33% 998.97
(c) Stage 3: Lifetime ECL, credit-impaired: Financial assets are assessed as credit impaired upon occurrence
of one or more events that have a detrimental impact on the estimated future cash flows of that asset.
Gross Weighted Loss Whether
For financial assets that have become credit-impaired, a lifetime ECL is recognized and interest revenue is Particulars carrying average allowance credit
recognized on net basis. amount loss rate -impaired
h) Expected Credit Loss on Loans Current (not past due) 13,785.81 0.57% 78.11 No
The Company assesses whether the credit risk on a financial asset has increased significantly on collective Upto 30 days overdue 632.00 3.82% 24.15 No
basis. For the purpose of collective evaluation of impairment, financial assets are grouped on the basis of More than 30 days and upto 60 days overdue 659.88 7.20% 47.48 No
shared credit risk characteristics, taking into account instrument type, product type, collateral type, and other More than 60 days and upto 90 days overdue 207.83 13.21% 27.46 No
More than 90 days overdue 225.10 46.19% 103.97 Yes
relevant factors.
15,510.62 1.81% 281.17
The Company considers defaulted assets as those which are contractually 90 days past due, other than those
assets where there is empirical evidence to the contrary. Financial assets which are contractually more than 30 Expected credit loss on trade and other receivables
days and upto 90 days past due are classified under Stage 2 - life time ECL, not credit impaired, barring those Trade/other receivables primarily includes receivables against sale of power, support services and operating
where there is empirical evidence to the contrary. An asset migrates down the ECL stage based on the change lease. The company follows ‘simplified approach’ for recognition of impairment loss allowance on trade/other
in the risk of a default occurring since initial recognition. If in a subsequent period, credit quality improves and receivables that do not contain a significant financing component. The application of simplified approach
reverses any previously assessed significant increase in credit risk since origination, then the loan loss provision does not require to track changes in credit risk. It recognises impairment loss allowance based on lifetime
stage reverses to 12-months ECL from lifetime ECL. ECLs at each reporting date, right from its initial recognition. It holds the trade/other receivables with the
The Company measures the amount of ECL on a financial instrument in a way that reflects an unbiased and objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost,
probability-weighted amount. The Company considers its historical loss experience and adjusts the same less loss allowance.
for current observable data. The key inputs into the measurement of ECL are the probability of default, loss
Cash and cash equivalents and bank balance other than cash and cash equivalents
given default and exposure at default. These parameters are derived from the Company’s internally developed
models and other historical data. In addition, the Company uses reasonable and supportable information on The Company holds cash and cash equivalents and bank balance other than cash and cash equivalents of ₹
future economic conditions including macroeconomic factors. Since incorporating these forward looking 268.54 crores at March 31, 2024 (March 31, 2023: ₹ 657.43 crores). The cash and cash equivalents are held
information increases the judgment as to how the changes in these macroeconomic factor will affect ECL, the with bank and financial institution counterparties with sound credit ratings.
methodology and assumptions are reviewed regularly.
An analysis of changes in gross carrying amount and corresponding ECL allowances is as follows :
Forward looking information (i) Movements in the gross carrying amount in respect of loans, i.e. asset on finance
In its ECL models, the Company relies on a broad range of forward looking information as macro economic
inputs. As required by Ind AS 109, Macro Economic (ME) overlays are required to be factored in ECL Models and
accordingly, Company has used Consumer Price Index as the relevant ME variable. Overtime, new ME variables Reconciliation of gross carrying amount Stage 1 Stage 2 Stage 3
may emerge to have a better correlation and may replace ME being used now. Gross carrying amount on April 1, 2022 9,745.72 1,140.08 372.20
Transfer to Stage 1 53.02 (45.83) (7.19)
Policy on write off of loan assets Transfer to Stage 2 (399.33) 404.88 (5.55)
Financial assets are fully provided for or written off (either partially or in full) when there is no reasonable Transfer to Stage 3 (105.27) (46.76) 152.03
expectation of recovering a financial asset in its entirety or a portion thereof. However, financial assets that are Loan assets originated or purchased (net of repayments) 10,550.69 310.49 31.51
written off could still be subject to enforcement activities under the Company recovery procedures, taking into Loan assets that have been derecognised / repaid (excluding write offs) (5,146.25) (576.51) (131.66)
Write offs (280.74) (318.67) (186.24)
account legal advice where appropriate. Any recoveries made are recognized in statement of profit or loss on
actual realization from customer.


Reconciliation of gross carrying amount Stage 1 Stage 2 Stage 3 In addition, the Company views the concentration of risk on the basis of below product category.
Gross carrying amount on March 31, 2023 14,417.84 867.68 225.10
As at As at
Transfer to Stage 1 81.64 (78.27) (3.37) Loans (carrying value)
March 31, 2024 March 31, 2023
Transfer to Stage 2 (234.06) 235.86 (1.80) Asset backed finance (ABF) 4,474.82 4,965.14
Transfer to Stage 3 (103.95) (38.00) 141.95 Loan against property (LAP) 4,541.84 2,454.15
Loan assets originated or purchased (net of repayments) 17,473.46 227.97 583.44 Personal and Professional Loan 6,647.37 3,645.89
Loan assets that have been derecognised / repaid (excluding write offs) (9,031.95) (425.40) (97.86) Small and medium enterprise (SME) 5,206.61 4,420.41
Write offs (441.02) (174.87) (579.01) NBFC lending 2,174.74 25.03
Gross carrying amount on March 31, 2024 22,161.96 614.97 268.45 Total 23,045.38 15,510.62
(ii) Movements in the allowance for impairment in respect of loans, i.e. asset on finance
As at As at
Loans (%)
Loans measured at amortised cost March 31, 2024 March 31, 2023
Asset backed finance (ABF) 19.42% 32.01%
Loss allowance
measured at 12 Loss allowance measured at Loan against property (LAP) 19.71% 15.82%
Reconciliation of loss allowance month expected life-time expected losses Personal and Professional Loan 28.84% 23.51%
losses Small and medium enterprise (SME) 22.59% 28.50%
Stage 1 Stage 2 Stage 3
NBFC lending 9.44% 0.16%
Loss allowance on April 1, 2022 172.51 179.36 227.96
Total 100.00% 100.00%
Transfer to Stage 1 1.20 (1.09) (0.11)
Transfer to Stage 2 (36.07) 36.78 (0.71)
Fair value of collateral relating to credit impaired financial assets
Transfer to Stage 3 (52.09) (20.61) 72.70
Loan assets originated or purchased 60.89 19.78 12.10 Particulars
As at As at
Loan assets that have been derecognised / repaid (excluding write offs) (32.61) (96.01) (89.76) March 31, 2024 March 31, 2023
Write offs (11.57) (43.27) (118.21) Collateral value of underlying assets 443.66 452.05
Loss allowance on March 31, 2023 102.26 74.94 103.97 Gross carrying amount 268.45 225.10
Transfer to Stage 1 7.65 (6.67) (0.98) Loss allowance 132.59 103.97
iii Liquidity risk
Loan assets originated or purchased 489.20 48.98 78.49
Loan assets that have been derecognised / repaid (excluding write offs) 283.49 9.94 (55.42) Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
Write offs (49.93) (28.60) (58.35) its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to
Loss allowance on March 31, 2024 747.66 118.72 132.59 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 in a timely manner, without incurring unacceptable
The revised terms usually include extending the maturity, changing the timing of interest payments and losses or risking damage to the Company's reputation. The Company uses activity-based costing to cost its
amending the terms of loan covenants. Upon renegotiation, such accounts are classified as Stage 2 or Stage 3 products and services, which assists it in monitoring cash flow requirements and optimising its cash return
depending upon nature and status of account at the time of renegotiation. Such accounts are upgraded only on investments.
upon observation of satisfactory repayments of one year from the date of renegotiation.
The Company has obtained fund and non-fund based working capital lines from various banks. Further, the
Exposure to modified financial assets not resulting in de-recognition : Company has access to funds from debt markets through commercial paper, non-convertible debentures and
As at As at
other debt instruments including term loans. Cash Credit / WCDL limits are renewed on annual basis and are
Particulars
March 31, 2024 March 31, 2023 therefore revolving in nature.
Gross carrying amount 55.76 122.38
Exposure to liquidity risk
Loss allowance 9.40 17.73
Net carrying amount 46.36 104.65
The following are the remaining gross and undiscounted contractual maturities of financial liabilities (including
interest portion) at the reporting date.
i) Concentration risk
Contractual cash flows
Pursuant to the guidelines of the RBI, credit exposure to an single borrower must not exceed 25% of owned As at March 31, 2024 Carrying Gross nominal More than 5
0-12 months 1-3 years 3-5 years
fund and 40% of owned fund of the Company to any single group of borrower. The Company is in compliance amount outflow years
with these guidelines. Financial liabilities
Payables 3.37 3.37 3.37 - - -
Debt securities 1,227.09 1,356.05 578.78 771.32 0.98 4.97
Borrowings (other than debt 13,616.13 15,187.53 8,075.03 4,376.58 2,563.19 172.73
securities)
Subordinated liabilities 236.91 303.15 22.28 263.25 17.62 -
Lease liabilities 135.59 175.30 35.60 69.03 34.12 36.55
Other financial liabilities 597.26 597.26 587.29 9.97 - -


Contractual cash flows The model assumes that interest rate changes are instantaneous parallel shifts in the yield curve. Although some
As at March 31, 2023 Gross assets and liabilities may have similar maturities or periods to re-pricing, these may not react correspondingly
Carrying More than 5
nominal 0-12 months 1-3 years 3-5 years to changes in market interest rates. Also, the interest rates on some types of assets and liabilities may fluctuate
amount years
outflow
with changes in market interest rates, while interest rates on other types of assets may change with a lag.
Payables 2.02 2.02 2.02 - - - The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This
Debt securities 950.24 1,105.00 301.53 797.03 0.99 5.45 calculation also assumes that the change occurs at the balance sheet date and has been calculated based on
risk exposures outstanding as at that date. The year-end balances are not necessarily representative of the
Borrowings (other than debt 9,804.07 10,927.89 5,862.11 3,194.84 1,614.06 256.88
securities) average debt outstanding during the year. This analysis assumes that all other variables remain constant.
Legal and operational risk
Other financial liabilities 287.86 287.86 283.68 4.18 - - Legal risk
Legal risk is the risk relating to losses due to legal or regulatory action that invalidates or otherwise precludes
performance by the end user or its counterparty under the terms of the contract or related netting agreements.
iv Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity The Company has developed preventive controls and formalised procedures to identify legal risks so
prices, which will affect the Company’s income or the value of its holdings of financial instruments. The that potential losses arising from non-adherence to laws and regulations, negative publicity, etc. are
objective of market risk management is to manage and control market risk exposures within acceptable significantly reduced.
parameters, while optimising the return. All such transactions are carried out within the guidelines set by As at March 31, 2024, there were legal cases pending against the Company aggregating ₹ 0.90 crores (March
the Risk Management Committee. Generally, borrowings are denominated in currencies that match the cash 31, 2023: ₹ 2.78 crores). Based on the opinion of the Company’s legal advisors, the management believes that
flows generated by the underlying operations of the Company – primarily ₹. In cases where the borrowings is no substantial liability is likely to arise from these cases.
denominated in foreign currency, the Company uses derivatives to manage market risks.
Operational risk
Interest rate risk
Operational risk framework is designed to cover all functions and verticals towards identifying the key risks in
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any the underlying processes.
movement in the reference rates could have an impact on the Company’s cash flows as well as costs.
The Company is subject to variable interest rates on some of its interest bearing financial assets/ liabilities. The framework, at its core, has the following elements:
The Company also uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund 1. Documented Operational Risk Management Policy and Standard Operating Procedures (SOP)
requirements for its day to day operations like short-term loans.
2. Third party risk management through Outsourcing Risk Policy and SOP
Exposure to interest rate risk
3. Well defined Governance Structure
The interest rate profile of the Company’s interest-bearing financial instruments is as follows:
4. Use of Identification & Monitoring tools and like Risk Control Self- Assessment (RCSA), Key Risk Indicators
As at As at (KRIs), Risk Appetite Statements (RAS) and Control testing
Particulars
March 31, 2024 March 31, 2023
Fixed rate instruments 5. Standardized reporting templates, reporting structure and frequency
Financial assets 18,937.91 14,335.59 6. Regular workshops and training for enhancing awareness and risk culture
Financial liabilities 4,672.88 5,488.91
The Company has adopted the globally accepted 3-lines of defense approach to risk management.
Variable rate instruments
Financial assets 4,541.84 2,454.15 First line – Each function / vertical undergoes transaction testing to evaluate internal compliance and thereby
Financial liabilities 11,143.47 6,010.13 lay down processes for further improvement. Thus, the approach is “bottom-up”, ensuring acceptance of
findings and faster adoption of corrective actions, if any, to ensure mitigation of perceived risks.
Cash flow sensitivity analysis for variable rate instruments Second line – Independent risk management vertical supports the first line in developing risk mitigation
A reasonably possible change of 100 bps in interest rate at the reporting date would have increased or strategies and provides oversight through regular monitoring. All key risks are presented to the Risk
decreased equity and profit or loss before tax by the amounts shown below. This analysis assumes that all Management Committee on a quarterly basis.
other variables, in particular foreign currency exchange rates, remain constant.
Third line – Internal Audit conducts periodic risk-based audits of all functions and process to provide an
Profit or (loss)
independent assurance to the Audit Committee.
Particulars
100 bps 100 bps During the year ended March 31, 2024, the Operational Risk (‘OR’) team has helped to identify, assess, monitor
increase decrease and mitigate risks across the organization. RCSA exercises, Internal Finance Control (‘IFC’) testing and KRI
As at March 31, 2024 monitoring have been conducted for key business units / support functions, and action plans have been
Variable rate instruments (66.02) 66.02 developed to plug process gaps. Apart from this quarterly RAS monitoring and Outsourcing Risk management
As at March 31, 2023 was also undertaken during the FY. The OR team helps senior management monitor risks through quarterly
Variable rate instruments (35.56) 35.56 reporting of OR information to the Operational Risk Management Committee (‘ORMC’) and the RMC.

51 CHANGE IN LIABILITIES ARISING FROM FINANCING ACTIVITIES 53 OPERATING SEGMENTS

As at Non Cash As at The Company is engaged primarily in the business of financing and there are no separate reportable segments
Particulars Loan Taken Loan Paid
April 1, 2023 Changes* March 31, 2024
as per Ind AS 108. The Executive Committee of the Company has been identified as the Chief Operating
Debt securities 950.24 500.00 (225.00) 1.85 1,227.09
Decision Maker (CODM) pursuant to the requirements of Ind AS 108, “Operating Segments.” The Company's
Borrowings (other than debt securities) 9,804.07 10,564.26 (6,752.90) 0.70 13,616.13 operating segments are established in the manner consistent with the components of the Company that are
Subordinated liabilities 365.27 - (129.12) 0.76 236.91 reviewed regularly by the CODM for the purpose of allocation of resources and evaluation of performance.
Total Liabilities from financing activities 11,119.58 11,064.26 (7,107.02) 3.31 15,080.13 The Company does not have operations outside India and hence there is no external revenue or assets which
require disclosure.
As at Non Cash As at
Particulars Loan Taken Loan Paid
April 1, 2022 Changes* March 31, 2023 The company does not derives revenue, from any single customer, 10% or more of company's total revenue.
Debt securities 660.30 500.00 (211.53) 1.47 950.24
Borrowings (other than debt securities) 5,576.69 4,600.00 (379.15) 6.53 9,804.07
Subordinated liabilities 488.82 - (124.71) 1.16 365.27 54 REVENUE FROM CONTRACTS WITH CUSTOMERS
Total Liabilities from financing activities 6,725.81 5,100.00 (715.39) 9.16 11,119.58 Year ended Year ended
Particulars
March 31, 2024 March 31, 2023
* Represents adjustments on account of EIR and other adjustments as required under Ind AS. (a) Below table provides disaggregation of revenue from contracts with
customers:
Revenue by type of service
Fees and commission income 73.22 61.54
52 CAPITAL MANAGEMENT
Other income 22.30 32.05
The Company actively manages capital base to cover risks inherent in the business and meets the Capital
Total 95.52 93.59
Adequacy Requirements (CRAR) of the Reserve Bank of India (RBI). The adequacy of the Company’s capital
is monitored using, among other measures, the regulations issued by RBI. The Company has complied in full Revenue by geographical markets
with all its externally imposed capital requirements over the reported period. The primary objectives of the India 95.52 93.59
Company’s capital management policy are to ensure that the Company complies with externally imposed Outside India - -
capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its Total 95.52 93.59
business and to maximize shareholder value. The funding requirements are met through equity, non- Revenue by timing of recognition of revenue
convertible debentures and other long-term/ short-term borrowings. The Company’s policy is aimed at
Performance obligation satisfied at a point in time 95.52 93.59
appropriate combination of short-term and long term borrowings. The Company manages its capital structure
Performance obligation satisfied over period of time - -
and makes adjustments to it according to changes in economic conditions and the risk characteristics of
its activities. No changes have been made to the objectives, policies and processes from the previous years. Total 95.52 93.59
However, they are under constant review by the Board. (b) Trade Receivables * 28.92 20.39
28.92 20.39
i. Regulatory capital
* Excluding receivables from operating lease rentals
The Company’s regulatory capital consists of the sum of the following elements :
- Tier 1 capital, which includes ordinary share capital, retained earnings,perpetual debt and reserves and
deduction for intangible assets,deferred tax asset and other regulatory adjustments relating to items that 55 ADDITIONAL INFORMATION
are not included in equity but are treated differently for capital adequacy purposes.
a) The Company does not have any Benami property, where any proceeding has been initiated or pending
- Tier 2 capital, which includes qualifying subordinated liabilities and impairment provision in respect of against the Company for holding any Benami property.
Stage 1 assets. b) The quarterly information statement filed by the Company with banks or financial institutions are in
As at As at
agreement with the books of accounts.
Particulars
March 31, 2024 March 31, 2023 c) The Company has not been declared as Wilful defaulter by any banks, financial institution or other lenders.
CRAR (%) * 33.80 38.91
d) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
CRAR -Tier I Capital (%) 32.28 37.69 statutory period.
CRAR -Tier II Capital (%) 1.52 1.22
e) The provision related to number of layers as prescribed under section 2(87) of the Companies Act read
* For the purpose calculation of CRAR , securitization (PTC) transactions has been considered as ‘zero risk weight asset’ as per with Companies (Restriction on number of Layers) Rules, 2017 is not applicable to Company.
Reserve Bank of India notification dated March 13, 2020, while the corresponding investments in pass through certificates have
been considered as ‘on balance sheet exposures’ in determination of risk weighted assets.
f) The Company have not advanced or given loan or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
ii. Capital allocation
of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the
Management uses regulatory capital ratios to monitor its capital base. There is no allocation of capital required Ultimate Beneficiaries except loans or advances given in normal course of business.
as Company is operating primarily in a single segment i.e., financing.
g) The Company have not received any fund from any person(s) or entity(ies), including foreign entities
The Company’s policies in respect of capital management and allocation are reviewed regularly by the Board (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company
of Directors. shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever

55 ADDITIONAL INFORMATION (CONTD.) 56 DISCLOSURES AS REQUIRED UNDER MASTER DIRECTION – RESERVE BANK OF INDIA (NON-
BANKING FINANCIAL COMPANY – SCALE BASED REGULATION) DIRECTIONS, 2023 AND
by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like
OTHER RELEVANT RBI NOTIFICATIONS* (CONTD.)
on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.
* Amounts included herein are based on current and previous year financials, as per Ind AS.
h) The Company does not have any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax
Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). (b) Investments
i) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year. As at As at
Particulars
March 31, 2024 March 31, 2023
j) Relationship with Struck off Companies : Value of Investments
In respect of the disclosure required vide notification dated March 24, 2021 issued by Ministry of (i) Gross Value of Investments #
Corporate Affairs, the Company has taken steps to identify transactions with the struck-off companies (a) In India 878.35 1,329.87
and considering the nature of business which is primarily lending to individuals and other small players,
(b) Outside India - -
there are no such outstanding balances which may be required to be reported.
(ii) Provisions for Depreciation
k) The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso
(a) In India - -
to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment
(b) Outside India - -
Rules 2021 requiring companies, which uses accounting software for maintaining its books of account,
(iii) Net Value of Investments #
shall use only such accounting software which has a feature of recording audit trail of each and every
transaction, creating an edit log of each change made in the books of account along with the date when (a) In India 878.35 1,329.87
such changes were made and ensuring that the audit trail cannot be disabled. (b) Outside India - -
The Company has enabled the audit trail (edit logs) facility of the accounting software used for maintenance #Includes investment classified as assets held for sale in joint venture of ₹ 0.02 crores as on March 31, 2024 and investment in joint
of all accounting records during the year ended March 31, 2024 except for cases mentioned as below: venture and subsdiairy of ₹ 0.02 crores and ₹ 819.71 crores respectively as on March 31, 2023
In case of accounting software Finmechannics implemented from June 01, 2023 maintained for borrowing
records of the Company, audit trails are available through front end and every action performed by user (c) Derivative
is being tracked. No Database level activity is being executed but as additional measure Company has The Company does not have any derivative exposure during the financial year ended March 31, 2024 and
enabled database audit trail post March 20, 2024. March 31, 2023.
In case of accounting software CCA maintained for loan records the Company, the audit trail (edit logs) are
enabled at database level to capture the changes by user at action level, action name and object change (d) Asset Liability Management - Maturity pattern of certain items of Assets and Liabilities
and not at query details level. As at March 31, 2024
In case of accounting software Finnone maintained for loan records the Company, audit of service 1 to 7 8 to 14 15 days Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
organisation for the year ended March 31, 2024 is under process and hence Service Organisation Control Particulars
days days to 30/ Month Months Months Months Years to Years to Years
31days upto 2 upto 3 to 6 to 1 Year 3 Years 5 Years
Type 2 report not yet available with the Company. Months Months Months
l) Figures of previous year have been regrouped / reclassified, wherever necessary, to make them comparable Deposits - - - - - - - - - - -
with current year and the impact of such regrouping / reclassification are not material to standalone Advances 856.46 533.29 694.40 1,566.85 1,328.14 2,205.13 3,039.33 7,178.24 1,866.92 2,777.65 22,046.41
financial statements. Investments 353.64 3.37 8.15 14.72 93.13 62.12 231.23 95.84 7.42 8.71 878.33
Borrowings 50.00 - 60.37 1,937.63 806.38 632.08 4,482.70 4,567.87 2,369.68 173.42 15,080.13
Foreign currency - - - - - - - - - - -
56 DISCLOSURES AS REQUIRED UNDER MASTER DIRECTION – RESERVE BANK OF INDIA (NON- assets
BANKING FINANCIAL COMPANY – SCALE BASED REGULATION) DIRECTIONS, 2023 AND Foreign currency - - - - - - - - - - -
OTHER RELEVANT RBI NOTIFICATIONS* liabilities
* Amounts included herein are based on current and previous year financials, as per Ind AS. As at March 31, 2023
(a) Capital 1 to 7 8 to 14 15 days Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
days days to 30/ Month Months Months Months Years to Years to Years
Particulars
As at As at 31days upto 2 upto 3 to 6 to 1 Year 3 Years 5 Years
Particulars Months Months Months
March 31, 2024 March 31, 2023
Deposits - - - - - - - - - - -
(i) CRAR (%) # 33.80 38.91
Advances 424.21 264.14 343.94 820.21 1,187.02 1,836.68 2,243.73 4,794.15 1,573.56 1,741.81 15,229.45
(ii) CRAR -Tier I Capital (%) # 32.28 37.69
(iii) CRAR -Tier II Capital (%) # 1.52 1.22 Investments 3.46 3.46 8.66 25.07 130.12 62.70 182.07 90.78 3.69 0.13 510.14
(iv) Subordinated Debt as Tier-II capital* 65.45 106.84 Borrowings 4.16 1.61 130.81 128.69 548.32 464.11 4,470.81 3,528.65 1,597.55 244.87 11,119.58
(v) Amount of Perpetual Debt Instruments outstanding as at year end 28.38 78.74 Foreign currency - - - - - - - - - - -
assets
(vi) Amount raised during the year by issue of Perpetual Debt Instruments - -
Foreign currency - - - - - - - - - - -
liabilities
# For the purpose calculation of CRAR , securitization (PTC) transactions has been considered as ‘zero risk weight asset’ as per
Reserve Bank of India notification dated March 13, 2020, while the corresponding investments in pass through certificates have
been considered as ‘on balance sheet exposures’ in determination of risk weighted assets.
* Discounted value of Tier II bonds considered for the purpose of Tier II capital.

56 DISCLOSURES AS REQUIRED UNDER MASTER DIRECTION – RESERVE BANK OF INDIA (NON- 56 DISCLOSURES AS REQUIRED UNDER MASTER DIRECTION – RESERVE BANK OF INDIA (NON-
BANKING FINANCIAL COMPANY – SCALE BASED REGULATION) DIRECTIONS, 2023 AND BANKING FINANCIAL COMPANY – SCALE BASED REGULATION) DIRECTIONS, 2023 AND
OTHER RELEVANT RBI NOTIFICATIONS* (CONTD.) OTHER RELEVANT RBI NOTIFICATIONS* (CONTD.)
* Amounts included herein are based on current and previous year financials, as per Ind AS. * Amounts included herein are based on current and previous year financials, as per Ind AS.
Disclosure of details as required in terms of Paragraph 31 of Master Direction – Reserve Bank Amount
outstanding
of India (Non-Banking Financial Company– Scale Based Regulation) Directions, 2023 Sl. No. Particulars
as at
March 31, 2024
Amount
Amount
outstanding as Long-term Investments
Sl. No. Particulars overdue as at
at March 31, Quoted
March 31, 2024 1
2024
(i) Shares (a) Equity -
Liabilities
(b) Preference -
1 Loans and advances availed by the NBFCs
(ii) Debentures and Bonds -
(a) Debentures
(iii) Units of Mutual Funds -
- Secured 1,227.09 -
(iv) Government Securities -
- Unsecured 137.20 - (v) Others (please specify)
(b) Deferred Credits - - - PTC securities 16.30
(c) Term Loans 7,607.61 - 2 Unquoted
(d) Inter-Corporate Loans and Borrowing 174.65 - (i) Shares (a) Equity -
(e) Commercial Paper 2,373.01 - (b) Preference -
(f) Public Deposits - - (ii) Debentures and Bonds -
(g) Cash Credit / Working Capital Demand Loans from Banks 3,560.57 - (iii) Units of Mutual Funds -
(iv) Government Securities -
Amount (v) Others -
outstanding
Sl. No. Particulars - Security Receipts 207.98
as at
March 31, 2024
Assets
2 Break-up of Loans and Advances, including Bills Receivables (other than those included 5 Borrower group-wise classification of assets financed as in (2) and (3) above *
in (3) below)
Total as at
(a) Secured 11,027.12 Category Secured Unsecured
March 31, 2024
(b) Unsecured 11,854.83 1 Related Parties
3 Break-up of Leased Assets and Stock on Hire and hypothecation loans counting
(a) Subsidiaries - - -
towards AFC activities #
(i) Lease Assets including Lease Rentals under Sundry Debtors 205.05 (b) Companies in the same group - - -
(ii) Stock on Hire including Hire Charges under Sundry Debtors - (c) Other related parties - - -
(iii) Other loans counting towards AFC activities 2 Other than Related Parties 11,232.17 11,854.83 23,087.00
(a) Loans where assets have been repossessed - Total 11,232.17 11,854.83 23,087.00
(b) Loans other than (a) above 205.05
# AFC classification has been discontinued by RBI with effect from February 22, 2019 * Securitization (PTC) transaction do not meet the de-recognition criteria under Ind AS and are recognized in books of accounts.
Accordingly amounts stated above are inclusive of PTC transactions for the purpose of disclosure.
4 Break-up of Investments
Current Investments
1 Quoted 6 Investor group-wise classification of all investments (current and long-term) in shares and securities
(i) Shares (a) Equity* 0.02 (both quoted and unquoted)
(b) Preference - Market Value /
Book Value
(ii) Debentures and Bonds - Break up or Fair
(Net of
Category Value or NAV
(iii) Units of Mutual Funds - as at
Provisions) as at
March 31, 2024
(iv) Government Securities 654.05 March 31, 2024
(v) Others (please specify) - 1 Related Parties
2 Unquoted (a) Subsidiaries - -
(i) Shares (a) Equity - (b) Companies in the same group * 50.70 0.02
(b) Preference -
(c) Other related parties - -
(ii) Debentures and Bonds -
2 Other than Related Parties 878.33 878.33
(iii) Units of Mutual Funds -
(iv) Government Securities - Total 929.03 878.35
(v) Others (PTC securitites) - * Investment in joint venture reclassified as assets held for sale as on March 31, 2024
*Includes investment in joint venture reclassified as assets held for sale of ₹ 0.02 crores

7 Other information Particulars

As at As at
March 31, 2024 March 31, 2023
Total as at
Particulars
March 31, 2024
(iv)
Advances for any other purposes to the extent secured by the collateral - -
security of shares or convertible bonds or convertible debentures or units of
(i) Gross Non-Performing Assets * equity oriented mutual funds i.e. where the primary security other than shares
(a) Related parties - / convertible bonds / convertible debentures / units of equity oriented mutual
funds does not fully cover the advances;
(b) Other than Related parties 268.45
(v) secured and unsecured advances to stockbrokers and guarantees issued on - -
(ii) Net Non-Performing Assets *
behalf of stockbrokers and market makers;
(a) Related parties -
(vi) loans sanctioned to corporates against the security of shares / bonds / debentures - -
(b) Other than Related parties 135.86 or other securities or on clean basis for meeting promoter's contribution to the
(iii) Assets acquired in satisfaction of debt - equity of new companies in anticipation of raising resources;
(vii) bridge loans to companies against expected equity flows / issues; - -
* Disclosure as per IND-AS, as required in RBI notification no. DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020
(viii) Underwriting commitments taken up by the NBFCs in respect of primary issue - -
of shares or convertible bonds or convertible debentures or units of equity
(e) Exposures oriented mutual funds
(ix) Financing to stockbrokers for margin trading - -
As at As at
Particulars (x) All exposures to Alternative Investment Funds: - -
March 31, 2024 March 31, 2023
1. Exposure to real estate sector (i) Category I
(ii) Category II
i) Direct exposure (iii) Category III
(a) Residential mortgages Total Exposure to Capital Market - -
Lending fully secured by mortgages on residential property that is or will be 2,192.60 1,142.24
occupied by the borrower or that is rented.Exposure would also include non- 3. Details of financing of parent company products
fund based (NFB) limits
The Company has not financed any products of parent Company in the financial year ended March 31,
(b) Commercial real estate
2024 and March 31, 2023.
Lending secured by mortgages on commercial real estates (office buildings, 159.08 15.62
retail space, multipurpose commercial premises, multi-family, residential
4. Details of Single Borrower Limit (SBL) / Group Borrower Limit (GBL) exceeded by the NBFC
buildings, multi-tenanted commercial premises, industrial or warehouse space,
hotels, land acquisition, development and construction, etc.). Exposure would The Company has not exceeded the prudential exposure limits during the financial year ended March 31,
also include non-fund based limits 2024 and March 31, 2023.
(c) Investments in Mortgage Backed Securities (MBS) and other securitized
exposures 5. Unsecured advances
1) Residential - -
As at As at
2) Commercial Real Estate - - Particulars
March 31, 2024 March 31, 2023
ii) Indirect exposure Unsecured Advances 11,854.83 8,090.94
Fund based and non-fund-based exposures on National Housing Bank and 423.80 1.96
Housing Finance Companies. There are no unsecured advances given against intangible securities such as charge over the rights,
Total Exposure to Real Estate Sector 2,775.48 1,159.82 licenses, authority, etc. during the financial year ended March 31, 2024 and March 31, 2023.
The above unsecured advances includes advances covered by bank/government guarantees amounting
As at As at
Particulars
March 31, 2024 March 31, 2023
to ₹ 32.38 crores (March 31, 2023: ₹ 209.93 crores)
2. Exposure to Capital Market
6. Intra Group Exposures
(i) Direct investment in equity shares, convertible bonds, convertible debentures - -
and units of equity-oriented mutual funds the corpus of which is not exclusively There are no Intra-group exposures as on March 31, 2024 and March 31, 2023.
invested in corporate debt;
7. Unhedged Foreign Currency Exposures
(ii) Advances against shares / bonds / debentures or other securities or on clean - -
basis to individuals for investment in shares (including IPOs / ESOPs), convertible There are no Unhedged foreign currency exposures as on March 31, 2024 and March 31, 2023.
bonds, convertible debentures, and units of equity-oriented mutual funds;
(iii)
Advances for any other purposes where shares or convertible bonds or - -
convertible debentures or units of equity oriented mutual funds are taken as
primary security;

56 DISCLOSURES AS REQUIRED UNDER MASTER DIRECTION – RESERVE BANK OF INDIA (NON-BANKING FINANCIAL COMPANY –
264
SCALE BASED REGULATION) DIRECTIONS, 2023 AND OTHER RELEVANT RBI NOTIFICATIONS* (CONTD.)
(f) Transactions with related parties

For the year ended March 31, 2024
Related Parties Parent Subsidiaries Associates/ Joint venture Key Management Personnel
Transaction Outstanding Maximum Transaction Outstanding Maximum Transaction Outstanding Maximum Transaction Outstanding Maximum
Value at year end outstanding Value at year end outstanding Value at year end outstanding Value at year end outstanding
Items during the during the during the during the
year year year year
Borrowings - - - - - - - - - - - -
Deposits - - - - - - - - - - - -
Placement of Deposits - - - - - - - - - - - -

Advances - - - 300.00 - 300.00 - - - - - -
Repayment of advances - - - 300.00 - NA - - - - - -

Investments - - - - - - - 0.02 0.02 - - -
Security deposits paid - - - - - - - - - - - -

Purchase of fixed assets - - NA - - NA - - NA - - NA
Sale of fixed assets - - NA 0.08 - NA - - NA - - NA
Interest paid - - NA - - NA - - NA - - NA
Interest received - - NA 4.80 - NA - - NA - - NA
Dividend paid 191.68 - NA - - NA - - NA 1.07 - NA
Other - - NA 0.04 - NA - - NA 267.45 2.08 2.08
191.68 - - 604.92 - 300.00 - 0.02 0.02 268.52 2.08 2.08
Related Parties Relatives of Key Management Personnel Others Total

Transaction Outstanding Maximum Transaction Outstanding Maximum Transaction Outstanding Maximum
Value at year end outstanding Value at year end outstanding Value at year end outstanding
Items
during the year during the year during the year
Borrowings - - - 175.00 250.00 250.00 175.00 250.00 250.00

Deposits - - - - - - - - -
Placement of Deposits - - - - - - - - -
Advances - - - 17.82 7.21 12.15 317.82 7.21 312.15
Repayment of advances - - - 12.02 - - 312.02 - -
Investments - - - - - - - 0.02 0.02
Security deposits paid - - - - 3.63 3.63 - 3.63 3.63
Purchase of fixed assets - - NA 3.76 - NA 3.76 - NA
Sale of fixed assets - - NA - - NA 0.08 - NA
Interest paid - - NA 8.74 - NA 8.74 - NA
Interest received - - NA - - NA 4.80 - NA
Dividend paid - - NA - - NA 192.76 - NA
Other - - NA 32.70 7.33 7.33 300.18 9.41 9.41
- - - 250.04 268.17 273.11 1,315.16 270.27 575.21
56 DISCLOSURES AS REQUIRED UNDER MASTER DIRECTION – RESERVE BANK OF INDIA (NON-BANKING FINANCIAL COMPANY –
SCALE BASED REGULATION) DIRECTIONS, 2023 AND OTHER RELEVANT RBI NOTIFICATIONS* (CONTD.)
For the year ended March 31, 2023

Related Parties Parent Subsidiaries Associates/ Joint venture Key Management Personnel
Transaction Outstanding Maximum Transaction Outstanding Maximum Transaction Outstanding Maximum Transaction Outstanding Maximum
Value at year end outstanding Value at year end outstanding Value at year end outstanding Value at year end outstanding
Items
during the during the during the during the
year year year year
Borrowings - - - - - - - - - - - -
Deposits - - - - - - - - - - - -
Placement of Deposits - - - - - - - - - - - -
Advances - - - - - - - - - - - -
Repayment of advances - - - - - NA - - - - - -
Investments - - - - 819.71 819.71 - 0.02 0.02 - - -
Security deposits paid - - - - - - - - - - - -
Purchase of fixed assets - - NA - - NA - - NA - - NA
Sale of fixed assets - - NA - - NA - - NA - - NA
Interest paid - - NA - - NA - - NA - - NA
Interest received - - NA - - NA - - NA - - NA
Dividend paid 18.82 - NA - - NA - - NA 0.00 - NA

Other - - NA 5.68 0.01 0.01 - - NA 84.35 - NA
18.82 - - 5.68 819.72 819.72 - 0.02 0.02 84.35 - -
Related Parties Relatives of Key Management Personnel Others Total

Transaction Outstanding Maximum Transaction Outstanding Maximum Transaction Outstanding Maximum
Items Value at year end outstanding Value at year end outstanding Value at year end outstanding
during the year during the year during the year
Borrowings - - - - 75.00 75.00 - 75.00 75.00
Deposits - - - - - - - - -
Placement of Deposits - - - - - - - - -
Advances - - - 40.68 6.55 15.53 40.68 6.55 15.53
Repayment of advances - - - 39.79 - - 39.79 - -
Investments - - - - - - - 819.73 819.73
Company Overview
Security deposits paid - - - 3.63 3.63 3.63 3.63 3.63 3.63

Purchase of fixed assets - - NA 0.24 - NA 0.24 - NA
Sale of fixed assets - - NA - - NA - - NA
Interest paid - - NA 7.88 - NA 7.88 - NA
Interest received - - NA - - NA - - NA
Dividend paid - - NA - - NA 18.82 - NA
Other - - NA 379.90 7.20 7.20 469.94 7.21 7.21
- - - 472.12 92.38 101.36 580.98 912.12 921.10
Statutory Reports
(g) Registration obtained from other financial sector regulators.

Regulator Registration no. Date of registration / renewal
1 Ministry of Corporate Affairs L51504PN1978PLC209007 December 18, 1978
2 Insurance Regulatory and Development Authority CA0154 (Composite) March 17, 2022
(h) Details of penalties imposed by RBI and other regulators

No penalties has been imposed by RBI and other regulators on the Company during the financial year ended March 31, 2024 and March 31, 2023.
265
(i) Details of Ratings assigned by credit rating agencies and migration of ratings during the year (k) Loans and contracts awarded to directors, senior officers and relatives of directors
Date of rating Rating Previous Particulars Loans Contracts Total
Nature
assigned # assigned rating assigned
Year ended March 31, 2024
1 Secured debentures 24-Apr-23 CRISIL AAA CRISIL AA+
Directors and their relatives - - -
12-Mar-24 CARE AAA CARE AAA
Entities associated with directors and their relatives - - -
10-Jan-24 ACUITE AAA ACUITE AA+
Senior officers and their relatives - - -
1-Mar-24 BWR AA+ BWR AA+
2 Subordinated debentures 5-May-23 CRISIL AAA -
Directors and their relatives - - -
12-Mar-24 CARE AAA CARE AAA
Entities associated with directors and their relatives - - -
10-Jan-24 ACUITE AAA ACUITE AA+
Senior officers and their relatives - - -
1-Mar-24 BWR AA+ BWR AA+
3 Perpetual debt instruments 5-May-23 CRISIL AA+ - (l) Provisions and Contingencies
12-Mar-24 CARE AA+ CARE AA+
Break up of ‘Provisions and Contingencies’ shown in the Statement of Profit and Loss
1-Mar-24 Withdrawal BWR AA March 31, 2024 March 31, 2023
4 Market Linked Debentures 12-Mar-24 CARE PP- CARE PP- Under “Impairment on financial instruments”
MLD AAA MLD AAA 1 Provision for stage 1 and 2 (572.98) (347.99)
5 Commercial papers 24-Apr-23 CRISIL A1+ CRISIL A1+ 2 Provision for stage 3 37.33 (91.32)
12-Mar-24 CARE A1+ CARE A1+ 3 Other provisions 13.02 (0.13)
6 Bank facility 24-Apr-23 CRISIL AAA CRISIL AA+ Under “Tax expenses”
12-Mar-24 CARE AAA/ A1+ CARE AAA/ A1+ Provision made towards income tax (includes deferred tax) 482.58 181.63
# Date of rating assigned relates to rating valid on March 31, 2024 Under “Employee Benefit Expenses”
Provision for compensated absences 4.24 2.87
j) Remuneration of non-executive Directors
Refer note : 46 for detailed disclosure of related party transactions (m) Concentration of Advances, Exposures and NPAs
Nature of Year ended Year ended Particulars
Name of directors March 31, 2024 March 31, 2023
payment March 31, 2024 March 31, 2023
1 Concentration of Advances
1 Mr. Adar Cyrus Poonawalla Sitting Fees 0.06 0.05
Total advances to twenty largest borrowers 1,810.31 912.94
2 Mr. Prabhakar Dalal Sitting Fees 0.29 0.19
Percentage of advances to twenty largest borrowers to total advances 7.9% 5.9%
Commission 0.50 -
2 Concentration of Exposures
3 Mr. Amar Sudhakar Deshpande Sitting Fees 0.37 0.33
Total exposure to twenty largest borrowers/ customers 1,810.31 912.94
4 Mr. Sajid Fazalbhoy Sitting Fees 0.09 0.06
Percentage of exposures to twenty largest borrowers/ customers to total exposure 7.9% 5.9%
5 Mr. Atul Kumar Gupta Sitting Fees 0.21 0.09 on borrowers/ customers
Commission 0.50 - 3 Concentration of NPAs
6 Mr. G Jaganmohan Rao Sitting Fees 0.15 0.27 Total exposure to top four NPA accounts 6.50 2.34
7 Mr. Sanjay Kumar Sitting Fees 0.23 0.24
Commission 0.50 - 4 Sector-wise NPAs (Percentage of NPAs to Total Advances in that sector)
8 Ms. Kemisha Soni Sitting Fees 0.01 - Year ended Year ended
Sr.No. Sector
March 31, 2024 March 31, 2023
Commission 0.08 -
1 Agriculture and allied activities 29.76% 7.30%
9 Mr. Bontha Prasada Rao Sitting Fees 0.16 0.15
2 MSME 0.51% 0.62%
Commission 0.50 -
3 Corporate borrowers 0.80% 0.19%
10 Mrs. Vijayalakshmi R Iyer Sitting Fees 0.16 0.14
4 Services 0.38% 1.46%
5 Unsecured personal loans 1.01% 0.64%
6 Auto loans 3.10% 3.27%
7 Other personal loans (housing loans) 3.51% 0.62%

5 Sectoral Exposure (p) Disclosure of complaints

Year ended March 31, 2024 Year ended March 31, 2023 1 Summary information on complaints received by the NBFCs from customers and from the Offices of
Total Exposure Total Exposure Ombudsman
(includes % of Gross (includes % of Gross
Sectors on balance NPAs to total on balance Gross NPAs to total Year ended Year ended
Gross NPAs Sr. No Particulars
sheet and off- exposure in sheet and off- NPAs exposure in March 31, 2024 March 31, 2023
balance sheet that sector balance sheet that sector
exposure) exposure) Complaints received by the NBFC from its customers 3,571 1,717
1. Agriculture & Allied Activities 19.32 5.75 29.76% 133.52 9.75 7.30% 1 Number of complaints pending at beginning of the year 37 2
2. Industry 6,646.54 38.47 0.58% 5,132.35 22.92 0.45% 2 Number of complaints received during the year 3,571 1,717
a) Food Processing 852.04 5.92 0.69% 638.59 5.36 0.84% 3 Number of complaints disposed during the year 3,551 1,682
b) Other Industries 5,794.50 32.55 0.56% 4,493.76 17.56 0.39% 3.1 Of which, number of complaints rejected by the NBFC 168 -
3. Services 4,450.78 16.83 0.38% 1,224.32 17.93 1.46% 4 Number of complaints pending at the end of the year 57 37
a) NBFCs 2,174.74 - - 25.03 - - Maintainable complaints received by the NBFC from Office of Ombudsman
b) Other Services 2,276.04 16.83 0.74% 1,199.29 17.93 1.50% 5 * Number of maintainable complaints received by the NBFC from Office of 174 217
4. Personal Loans 11,928.74 207.40 1.74% 9,020.43 174.50 1.93% Ombudsman
a) Vehicle 3,936.16 121.90 3.10% 4,449.84 145.51 3.27% 5.1 Of 5, number of complaints resolved in favour of the NBFC by Office of 174 211
Ombudsman
b) Other Personal Loans 7,992.58 85.50 1.07% 4,570.59 28.99 0.63%
5.2 Of 5, number of complaints resolved through conciliation/mediation/ - 4
5. Others - - - - advisories issued by Office of Ombudsman
Total (1+2+3+4+5) 23,045.38 268.45 1.16% 15,510.62 225.10 1.45% 5.3 Of 5, number of complaints resolved after passing of Awards by Office of - -
Ombudsman against the NBFC
6 * Number of Awards unimplemented within the stipulated time (other than - -
(n) Movement of NPAs those appealed)
Year ended Year ended Note: Maintainable complaints refer to complaints on the grounds specifically mentioned in Integrated Ombudsman Scheme, 2021
March 31, 2024 March 31, 2023 (Previously The Ombudsman Scheme for Non-Banking Financial Companies, 2018) and covered within the ambit of the Scheme.
i) Net NPAs to Net Advances (%) 0.59% 0.80% * It shall only be applicable to NBFCS which are included under The Reserve Bank - Integrated Ombudsman Scheme, 2021.
ii) Movement of NPAs (Gross)
a) Opening balance 225.10 372.20 2 Top five grounds of complaints received by the NBFCs from customers
b) Additions during the year 210.60 183.54
Number of Of 5, number
c) Reductions during the year 167.25 330.64 Number of
complaints
% increase/ decrease Number of
of complaints
Grounds of complaints, (i.e. complaints pending in the number of complaints
d) Closing balance 268.45 225.10 complaints relating to) at the beginning of
received
complaints received pending at the
pending
during the beyond 30
iii) Movement of Net NPAs the year
year
over the previous year end of the year
days
a) Opening balance 121.13 144.24 1 2 3 4 5 6
b) Additions during the year 107.30 98.73
c) Reductions during the year 92.57 121.84
CIBIL Related 14 1080 200% 8 -
d) Closing balance 135.86 121.13
NOC issues 0 222 111% 2 -
iv) Movement of provisions for NPAs (excluding provisions on standard assets)*
Moratorium Related 2 189 110% 5 -
a) Opening balance 103.97 227.96
Settlement related 2 176 120% 3 -
b) Provisions made during the year 111.45 84.81
Closure 2 162 25% 8 -
c) Write-off / write-back of excess provisions 82.83 208.80
d) Closing balance 132.59 103.97 Total 20 1829 26 -
(o) Overseas Assets and off- balance sheet SPVs sponsored (which are required to be consolidated Updation Issue 0 336 1192% 11 -
as per accounting norms) Payment issue 1 205 107% 2 -
1 Overseas Assets Complaint against staff 0 134 72% 1 -

NOC issues 1 105 453% 0 -
The Company does not have any overseas assets as at March 31, 2024 and March 31, 2023.
Closure 0 130 4233% 2 -
2 Off- Balance sheet SPVs sponsored (which are required to be consolidated as per accounting norms) Total 2 910 16 -
The Company does not have any exposure to off balance sheet SPVs sponsored as at March 31, 2024 and
March 31, 2023.
(q) Disclosures as required by the Master Direction - Monitoring of Frauds in NBFCs (Reserve Quantitative disclosure
Bank) Directions, 2016.
During the year ended March 31, 2024, 07 frauds (March 31, 2023: 10 frauds) has been identified by
Quarter ended Quarter ended Quarter ended Quarter ended
management aggregating to ₹ 2.00 crores (March 31, 2023: ₹ 1.00 crore) by the employees, customers or June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024
third party and have been reported to RBI. Total Total Total Total Total Total Total Total
Particulars
Unweighted Weighted Unweighted Weighted Unweighted Weighted Unweighted Weighted
Value Value Value Value Value Value Value Value
(r) Liquidity Coverage Ratio (LCR) disclosures and Public disclosure on liquidity risk (average)* (average)# (average)* (average)# (average)* (average)# (average)* (average)#
High Quality Liquid
1 Liquidity Coverage Ratio (LCR) disclosures Assets (HQLA)
Total High Quality 597.99 597.99 599.67 599.67 815.76 815.76 961.63 961.63
Qualitative disclosure Liquid Assets
Cash Outflows
Liquidity Coverage Ratio (LCR) is a tool for measuring and promoting short term resilience of the Company
Deposits (for deposit - - - - - - - -
to potential liquidity disruptions by ensuring maintenance of sufficient unencumbered high quality liquid taking companies)
assets (HQLAs) to survive at severe stress scenario lasting for 30 calendar days. Reserve Bank of India Unsecured 320.24 368.27 706.74 812.75 727.17 836.25 789.56 907.99
(RBI) introduced the LCR requirement for all deposit-taking NBFCs and non-deposit taking NBFCs with an wholesale funding
asset size of ₹ 5,000 crores and above. The ratio comprises of HQLAs as numerator and net cash outflows Secured wholesale 1,313.24 1,510.23 777.06 893.62 1,321.78 1,520.05 1,501.94 1,727.23
funding
in next 30 calendar days as denominator.
Additional
HQLA computation consist of two parts i.e. requirements, of
which
(i) Assets to be included as HQLA without any haircut i.e. cash, government securities, etc. and Outflows related to - - - - - - - -
derivative exposures
(ii) Assets to be considered for HQLA with haircuts (ranging 15% to 50%) which comprises of investments and other collateral
in highly rated non-financial corporate bonds and listed equity investments which are considered at requirements
Outflows related to - - - - - - - -
prescribed haircuts.
loss of funding on
debt products
In order to determine net cash outflows, the Company considers total expected cash outflow minus total
Credit and liquidity - - - - - - - -
expected cash inflows for the subsequent 30 calendar days. As per regulations, stressed cash flows is facilities
computed by assigning a predefined stress percentage to the overall cash inflows and cash outflows. Net Other contractual 149.84 172.32 150.27 172.81 181.47 208.69 269.19 309.57
cash outflow over next 30 days is computed as stressed outflows less minimum of stressed inflows or funding obligations
75% of stressed outflow. Accordingly, LCR would be computed by dividing Company’s stock of HQLA by Other contingent - - - - - - - -
funding obligations
its total net cash outflow.
TOTAL CASH 1,783.32 2,050.82 1,634.07 1,879.18 2,230.42 2,564.99 2,560.69 2,944.79
The LCR requirement has been inducted in a phased manner with Company required to maintain minimum OUTFLOWS
LCR of 50% from December 1, 2020 eventually increasing to 100% by December 1, 2024. The Company Cash Inflows
Secured lending ## 2,871.57 2,153.67 5,023.19 3,767.39 4,135.22 3,101.41 2,606.66 1,955.00
has implemented the LCR framework and has consistently maintained LCR well above the regulatory
Inflows from 1,377.82 1,033.37 1,889.23 1,416.92 1,711.08 1,283.31 1,989.37 1,492.03
threshold for all the quarters during the current financial year. The Company has maintained an average fully performing
LCR of 130.62 % for the quarter ended March 31, 2024 (for the quarter ended March 31, 2023 : 153.24 %) exposures
as against minimum regulatory requirement of 85% (March 31, 2023 : 70%). The Company has maintained Other cash inflows 173.30 129.98 196.45 147.34 203.32 152.49 179.37 134.53
average HQLAs of ₹ 961.63 crores for the quarter ended March 31, 2024 (for the quarter ended March 31, TOTAL CASH 4,422.69 3,317.02 7,108.87 5,331.65 6,049.62 4,537.21 4,775.40 3,581.56
2023 : ₹ 469.75 crores). INFLOWS
TOTAL HQLA 597.99 599.67 815.76 961.63
Apart from LCR, Company also uses various liquidity indicators to measure the liquidity risk in terms of TOTAL NET CASH 512.71 469.79 641.25 736.20
funding stability, concentration risk i.e. concentration by significant counter-parties and concentration by OUTFLOWS
significant instruments / product, stock ratios etc. LIQUIDITY 116.64% 127.65% 127.21% 130.62%
COVERAGE RATIO
The Company has adopted the liquidity risk framework as required under RBI regulation. The Board of (%)
Directors have delegated responsibility of balance sheet Liquidity Risk Management to the Asset Liability * Unweighted values calculated as outstanding balances maturing or callable within 30 days (for inflows and outflows).
Committee (ALCO). ALCO reviews asset liability management (ALM) and ensures that there are no excessive # Weighted values calculated after the application of respective stress factors on inflow and outflow.
concentration of either assets or liability side of the balance sheet. Liquidity risk is managed in accordance
## Includes unutilized CC/ WCDL limit
with ALM policy. The same is reviewed periodically to incorporate regulatory changes, economic scenario
and business requirements of the Company. HQLA includes cash on hand, Bank balances and governement securities.

Year ended March 31, 2023 2 Public disclosure on liquidity risk

Quarter ended Quarter ended Quarter ended Quarter ended Year ended March 31, 2024
June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023
1) Funding Concentration based on significant counterparty (both deposits and borrowings)
Particulars Total Total Total Total Total Total Total Total
Unweighted Weighted Unweighted Weighted Unweighted Weighted Unweighted Weighted Number of Significant Counterparties Amount % of Total deposits % of Total Liabilities
Value Value Value Value Value Value Value Value
19 13,964.58 Not Applicable 87.72%
(average)* (average)# (average)* (average)# (average)* (average)# (average)* (average)#
High Quality Liquid 2) Top 20 large deposits (amount and % of total deposits)
Assets (HQLA)
Total High Quality 310.03 310.03 569.36 569.36 572.34 572.34 469.75 469.75 - Not applicable
Liquid Assets
Cash Outflows 3) Top 10 borrowings (amount and % of total borrowings)
Deposits (for deposit - - - - - - - -
taking companies) Amount % of Total Borrowings
Unsecured 5.43 6.25 164.56 189.25 333.53 383.56 86.13 99.05 11,598.30 76.91%
wholesale funding
Secured wholesale 344.72 396.43 664.93 764.67 809.35 930.75 872.24 1,003.08
4) Funding Concentration based on significant instrument/product
funding
Additional Sr no Name of the Instrument / Product Amount % of Total Liabilities
requirements, of
which
1 Non Convertible Debentures 1,227.09 7.71%
Outflows related to - - - - - - - - 2 Term Loans 7,682.55 48.26%
derivative exposures 3 Working Capital (Cash credit & WCDL) 3,560.57 22.37%
and other collateral
requirements
4 Commercial Paper 2,373.01 14.91%
Outflows related to - - - - - - - - 5 Subordinate Debt & Perpetual Debt 236.91 1.49%
loss of funding on
debt products
5) Stock Ratios:
Credit and liquidity - - - - - - - -
facilities Particulars Ratios
Other contractual 94.27 108.41 79.02 90.87 96.81 111.34 107.90 124.09 a) Commercial Paper as a % of total public funds 15.74%
funding obligations
Other contingent - - - - - - - -
Commercial Paper as a % of total liabilities 14.91%
funding obligations Commercial Paper as a % of total assets 9.87%
TOTAL CASH 444.42 511.09 908.51 1,044.79 1,239.69 1,425.65 1,066.27 1,226.22 b) Non convertible debentures (Original maturity of less than 1 year) as a % of total public Nil
OUTFLOWS funds
Cash Inflows Non convertible debentures (Original maturity of less than 1 year) as a % of total Nil
Secured lending ## 2,626.07 1,969.55 2,325.65 1,744.24 2,645.00 1,983.75 2,436.68 1,827.51 liabilities
Inflows from 456.13 342.10 607.38 455.53 715.51 536.63 943.13 707.35 Non convertible debentures (Original maturity of less than 1 year) as a % of total assets Nil
fully performing
exposures c) Other short-term liabilities as a % of total public funds 41.68%
Other cash inflows 61.21 45.91 81.45 61.09 88.47 66.35 347.69 260.77 Other short-term liabilities as a % of total liabilities 39.49%
TOTAL CASH 3,143.41 2,357.56 3,014.48 2,260.86 3,448.98 2,586.73 3,727.50 2,795.63 Other short-term liabilities as a % of total assets 26.15%
INFLOWS
TOTAL HQLA 310.03 569.36 572.34 469.75 Other short term liabilities include all contractual obligation payable within a period of 1 year excluding
TOTAL NET CASH 127.77 261.20 356.41 306.56 commercial paper.
OUTFLOWS
LIQUIDITY 242.64% 217.98% 160.58% 153.24% 6) Institutional set-up for liquidity risk management
COVERAGE RATIO
(%) Board constituted Asset Liability committee (ALCO) reviews Asset Liability Management (ALM). It also ensures
that there are no excessive concentration of either assets or liability side of the balance sheet.
* Unweighted values calculated as outstanding balances maturing or callable within 30 days (for inflows and outflows).
# Weighted values calculated after the application of respective stress factors on inflow and outflow. ALM is monitored as a regular process and necessary steps are taken wherever required. Company also
maintains sufficient liquidity buffer through credit lines and other means to meet its liability when they are
## Includes unutilized bank lines
due, under both normal and stressed conditions in a timely manner. Maturity profile of financial assets and
HQLA includes cash on hand, Bank balances and demand deposits with Scheduled Commercial Banks. financial liabilities is assessed along with borrowing and business and as a part of review of liquidity position.
The Company has obtained fund and non-fund based working capital lines and Term Loans from various
banks and financial institutions. Further, the Company has access to funds from debt markets through non-
convertible debentures and other debt instruments. Cash Credit / WCDL limits are renewed on annual basis and

are therefore revolving in nature. The Company also manages liquidity by raising funds through Securitisation/ (s) Comparison between provisions required under IRACP and impairment allowances made
assignment transactions. under IND AS 109 as per RBI notification no. DOR (NBFC).CC.PD.No.109/22.10.106/2019-20
dated March 13, 2020
Liquidity risk is managed in accordance with ALM policy. Same is reviewed periodically to incorporate regulatory
changes, economic scenario and business requirements. Year ended March 31, 2024
Year ended March 31, 2023 Loss Difference

Asset Gross
Allowances Net Provisions between
Asset Classification as per classification Carrying
1) Funding Concentration based on significant counterparty (both deposits and borrowings) (Provisions) as Carrying required as per Ind AS 109
RBI Norms as per Ind AS Amount as
required under Amount IRACP norms provisions and
(1) 109 per Ind AS
Number of Significant Counterparties Amount % of Total deposits % of Total Liabilities Ind AS 109 (5=3-4) (6)* IRACP norms
(2) (3)
(4) (7=4-6)
17 10,224.41 Not Applicable 88.16%
Performing Assets
2) Top 20 large deposits (amount and % of total deposits) Standard Stage 1 22,161.96 747.66 21,414.30 89.38 658.28
- Not applicable Stage 2 614.97 118.72 496.25 6.28 112.44
Subtotal 22,776.93 866.38 21,910.55 95.66 770.72
3) Top 10 borrowings (amount and % of total borrowings) Non-Performing Assets
Amount % of Total Borrowings Sub-standard Stage 1 - - - - -
8,744.70 78.64% Stage 2 - - - - -

Stage 3 225.84 111.49 114.35 22.58 88.91
4) Funding Concentration based on significant instrument/product Subtotal 225.84 111.49 114.35 22.58 88.91
Doubtful
Sr no Name of the Instrument / Product Amount % of Total Liabilities
upto 1 year Stage 3 22.39 11.42 10.97 8.87 2.55
1 Non Convertible Debentures 950.24 8.19%
1 to 3 years Stage 3 16.49 5.95 10.54 9.10 (3.15)
2 Term Loans 5,929.72 51.13% More than 3 years Stage 3 3.73 3.73 - 1.92 1.81
3 Working Capital (Cash credit & WCDL) 3,469.68 29.92% Subtotal 42.61 21.10 21.51 19.89 1.21
4 Commercial Paper 294.71 2.54% Loss Stage 3 - - - - -
5 Loan from PTC Investors 109.96 0.95% Subtotal for NPA 268.45 132.59 135.86 42.47 90.12
6 Subordinate & Perpetual Debt 365.27 3.15% Other items such Stage 1 - - - - -
as guarantees, loan Stage 2 - - - - -
commitments, etc.
5) Stock Ratios: which are in the scope Stage 3 - - - - -
Particulars Ratios of Ind AS 109 but not

covered under current
a) Commercial Paper as a % of total public funds 2.65% Income Recognition,
Commercial Paper as a % of total liabilities 2.54% Asset Classification and
Provisioning (IRACP)
Commercial Paper as a % of total assets 1.64%
norms
b) Non convertible debentures (Original maturity of less than 1 year) as a % of total public Nil Subtotal - - - - -
funds
Total Stage 1 22,161.96 747.66 21,414.30 89.38 658.28
Non convertible debentures (Original maturity of less than 1 year) as a % of total Nil
liabilities Stage 2 614.97 118.72 496.25 6.28 112.44
Non convertible debentures (Original maturity of less than 1 year) as a % of total assets Nil Stage 3 268.45 132.59 135.86 42.47 90.12
c) Other short-term liabilities as a % of total public funds Total 23,045.38 998.97 22,046.41 138.13 860.84
51.88%
Other short-term liabilities as a % of total liabilities 49.75%
Other short-term liabilities as a % of total assets 32.01%
Other short term liabilities include all contractual obligation payable within a period of 1 year excluding
commercial paper.

Year ended March 31, 2023 (t) Detail of restructured advances

Loss Difference As at March 31, 2024
Asset Gross
Allowances Net Provisions between
Asset Classification as per classification Carrying Under SME Debt Restructuring Mechanism
(Provisions) as Carrying required as per Ind AS 109 Particulars
RBI Norms as per Ind AS Amount as
required under Amount IRACP norms provisions and Standard Sub-Standard Doubtful Loss Total
(1) 109 per Ind AS
Ind AS 109 (5=3-4) (6)* IRACP norms
(2) (3)
(4) (7=4-6)
Restructured No of borrowers 547 89 83 - 719
Accounts as on Amount Outstanding 12.90 1.11 0.92 - 14.93
Performing Assets April 1, 2023
Provision thereon 1.09 0.71 0.79 - 2.59
Standard Stage 1 14,417.84 102.26 14,315.58 59.98 42.28
Fresh No of borrowers - - - - -
Stage 2 867.68 74.94 792.74 12.45 62.49 restructuring Amount Outstanding - - - - -
Subtotal 15,285.52 177.20 15,108.32 72.43 104.77 during the year
Provision thereon - - - - -
Non-Performing Assets
Upgradations No of borrowers 8 (5) (3) - -
Sub-standard Stage 1 - - - - - to restructured Amount Outstanding 0.14 (0.08) (0.06) - -
Stage 2 - - - - - standard category
during the year Provision thereon 0.01 - (0.01) - -
Stage 3 198.83 92.51 106.32 19.93 72.58
Restructured No of borrowers - - - - -
Subtotal 198.83 92.51 106.32 19.93 72.58 standard advances Amount Outstanding - - - - -
Doubtful which cease to
attract higher Provision thereon - - - - -
upto 1 year Stage 3 19.78 5.44 14.34 9.49 (4.05)
provisioning and
1 to 3 years Stage 3 2.99 2.52 0.47 1.63 0.90 / or additional risk
More than 3 years Stage 3 3.50 3.50 0.00 1.76 1.74 weight at the end
of year
Subtotal 26.27 11.46 14.81 12.88 (1.41)
Downgradations No of borrowers (64) 62 2 - -
Loss Stage 3 - - - - - of restructured Amount Outstanding (0.84) 0.82 0.02 - -
Subtotal for NPA 225.10 103.97 121.13 32.81 71.17 accounts during
the year Provision thereon (0.45) 0.44 0.01 - -
Other items such Stage 1 - - - - -
as guarantees, loan Write-offs/ No of borrowers (317) (76) (74) - (467)
Stage 2 - - - - - Settlements/
commitments, etc. Amount Outstanding (9.23) (0.98) (0.82) - (11.03)
which are in the scope Stage 3 - - - - - Recoveries of
restructured Provision thereon (0.34) (0.67) (0.75) - (1.76)
of Ind AS 109 but not
covered under current accounts during
Income Recognition, the year
Asset Classification and Restructured No of borrowers 174 70 8 - 252
Provisioning (IRACP) Accounts as on Amount Outstanding 2.97 0.87 0.06 - 3.90
norms March 31, 2024
Subtotal - - - - -
Total Stage 1 14,417.84 102.26 14,315.58 59.98 42.28 Amount of movement in respective blocks includes recovery made during the year.
Stage 2 867.68 74.94 792.74 12.45 62.49
Stage 3 225.10 103.97 121.13 32.81 71.17 Others
Particulars
Total 15,510.62 281.17 15,229.45 105.24 175.94 Standard Sub-Standard Doubtful Loss Total
* Includes interest reversal on Stage 3 assets

Restructured No of borrowers 2,440 192 7 - 2,639
The restructured assets have been provided under Ind AS, subject to minimum provisioning requirement as per RBI guidelines. April 1, 2023
Fresh No of borrowers - - - - -
restructuring Amount Outstanding - - - - -
during the year
Upgradations No of borrowers 14 (13) (1.00) - -
to restructured Amount Outstanding 0.58 (0.57) (0.01) - -
standard category
during the year Provision thereon 0.05 (0.05) - - -

Others Total
Standard Sub-Standard Doubtful Loss Total Standard Sub-Standard Doubtful Loss Total
Restructured No of borrowers (1) - - - (1) Write-offs/ No of borrowers (1,382) (216) (79) - (1,677)
standard advances Amount Outstanding (0.01) - - - (0.01) Settlements/ Amount Outstanding (58.05) (6.55) (0.99) - (65.59)
which cease to Recoveries of
attract higher Provision thereon - - - - - restructured Provision thereon (4.13) (3.39) (0.81) - (8.33)
provisioning and accounts during
/ or additional risk the year
weight at the end Restructured No of borrowers 1,357 309 14 - 1,680
of year Accounts as on Amount Outstanding 45.74 9.38 0.64 - 55.76
Downgradations No of borrowers (205) 200 5 - - March 31, 2024
of restructured Provision thereon 5.26 3.59 0.55 - 9.40
Amount Outstanding (8.06) 7.55 0.51 - -
accounts during Amount of movement in respective blocks includes recovery made during the year.
Write-offs/ No of borrowers (1,065) (140) (5) - (1,210) The above disclosure includes one-time restructuring implemented as prescribed in the notification no.
Settlements/ Amount Outstanding (48.82) (5.57) (0.17) - (54.56) RBI/2020-21/16 DOR.NO.BP.B C/3/21.04.048/2020-21 Resolution Framework for COVID-19-related Stress
Recoveries of
restructured Provision thereon (3.79) (2.72) (0.06) - (6.57) and RBI/2021-22/31 DOR.STR.REC.11/21.04.048/2021-22 Resolution Framework – 2.0: Resolution of Covid-19
accounts during related stress of Individuals and Small Businesses.
the year
Restructured No of borrowers 1,183 239 6 - 1,428 As at March 31, 2023
Accounts as on Amount Outstanding 42.77 8.51 0.58 - 51.86 Under SME Debt Restructuring Mechanism
March 31, 2024 Particulars
Provision thereon 4.95 3.11 0.51 - 8.57 Standard Sub-Standard Doubtful Loss Total
Amount of movement in respective blocks includes recovery made during the year. Restructured No of borrowers 1,409 211 - - 1,620
Accounts as on Amount Outstanding 96.61 11.44 - - 108.05
April 1, 2022
Total Provision thereon 16.54 6.06 - - 22.60
Particulars
Standard Sub-Standard Doubtful Loss Total Fresh No of borrowers - - - - -
Restructured No of borrowers 2,987 281 90 - 3,358 restructuring Amount Outstanding - - - - -
Accounts as on during the year
Amount Outstanding 111.98 8.21 1.17 - 121.36 Provision thereon - - - - -
April 1, 2023
Upgradations No of borrowers 16 (16) - - -
Fresh No of borrowers - - - - - to restructured Amount Outstanding 0.11 (0.11) - - -
restructuring Amount Outstanding - - - - - standard category
during the year during the year Provision thereon 0.11 (0.11) - - -
Restructured No of borrowers (122) - - - (122)
Upgradations No of borrowers 22 (18) (4) - -
standard advances Amount Outstanding
to restructured Amount Outstanding 0.72 (0.65) (0.07) - - (12.02) - - - (12.02)
which cease to
standard category Provision thereon (1.26) - - - (1.26)
Provision thereon 0.06 (0.05) (0.01) - - attract higher
during the year
provisioning and
Restructured No of borrowers (1.00) - - - (1.00) / or additional risk
standard advances Amount Outstanding (0.01) - - - (0.01) weight at the end
which cease to of year
attract higher Provision thereon - - - - -
Downgradations No of borrowers (77) (6) 83 - -
provisioning and
of restructured Amount Outstanding
/ or additional risk (1.31) 0.45 0.86 - -
accounts during
weight at the end Provision thereon (0.16) (0.61) 0.77 - -
the year
of year
Write-offs/ No of borrowers (679) (100) - - (779)
Downgradations No of borrowers (269) 262 7 - -
Settlements/ Amount Outstanding
of restructured Amount Outstanding (8.90) 8.37 0.53 - - (70.49) (10.68) 0.06 - (81.11)
Recoveries of
accounts during Provision thereon (14.14) (4.64) 0.02 - (18.76)
Provision thereon (3.39) 2.96 0.43 - - restructured
the year
accounts during
the year
Restructured No of borrowers 547 89 83 - 719
March 31, 2023
Amount of movement in respective blocks includes recovery made during the year.

Others Total
Standard Sub-Standard Doubtful Loss Total Standard Sub-Standard Doubtful Loss Total
Restructured No of borrowers 8,391 823 79 - 9,293 Restructured No of borrowers (1,376) (37) (17) - (1,430)
Accounts as on Amount Outstanding standard
352.59 47.38 4.49 - 404.45 Amount Outstanding (48.90) (0.13) (0.07) - (49.09)
April 1, 2022 advances
Provision thereon 61.54 25.49 2.80 - 89.83 which cease to Provision thereon (4.61) (0.07) (0.06) - (4.74)
Fresh No of borrowers - - - - - attract higher
restructuring provisioning and
Amount Outstanding - - - - - / or additional risk
during the year
Provision thereon - - - - - weight at the end
of year
Upgradations No of borrowers 23 (23) - - -
to restructured Downgradations No of borrowers (264) 174 90 - -
Amount Outstanding 2.17 (2.17) - - -
standard category of restructured Amount Outstanding (9.60) 8.51 1.09 - -
during the year Provision thereon 1.17 (1.17) - - - accounts during
Restructured No of borrowers (1,254) (37) (17) - (1,308)
standard Write-offs/ No of borrowers (5,212) (851) (62) - (6,125)
Amount Outstanding (36.88) (0.13) (0.07) - (37.07)
advances Settlements/ Amount Outstanding (280.99) (56.73) (4.33) - (342.05)
which cease to Provision thereon (3.35) (0.07) (0.06) - (3.48) Recoveries of
attract higher restructured Provision thereon (60.27) (27.01) (2.70) - (89.97)
provisioning and accounts during
/ or additional risk the year
weight at the end Restructured No of borrowers 2,987 281 90 - 3,358
of year Accounts as on Amount Outstanding 111.98 8.21 1.17 - 121.36
Downgradations No of borrowers (187) 180 7 - - March 31, 2023
of restructured Provision thereon 12.72 4.07 0.94 - 17.73
Amount Outstanding (8.29) 8.07 0.22 - -
accounts during Amount of movement in respective blocks includes recovery made during the year.
Write-offs/ No of borrowers (4,533) (751) (62) - (5,346) The above disclosure includes one-time restructuring implemented as prescribed in the notification no.
Settlements/ Amount Outstanding RBI/2020-21/16 DOR.NO.BP.B C/3/21.04.048/2020-21 Resolution Framework for COVID-19-related Stress
(210.50) (46.05) (4.39) - (260.94)
Recoveries of
restructured Provision thereon (46.13) (22.37) (2.72) - (71.22) and RBI/2021-22/31 DOR.STR.REC.11/21.04.048/2021-22 Resolution Framework – 2.0: Resolution of Covid-19
accounts during related stress of Individuals and Small Businesses.
the year
Restructured No of borrowers 2,440 192 7 - 2,639 (u) Details of resolution framework for COVID-19- related stress as per RBI notification no. DOR.
STR.REC.11/21.04.048/2021-22 dated May 5, 2021 and DOR.No.BP.BC/3/21.04.048/2020-21
March 31, 2023 dated August 6, 2020.
Amount of movement in respective blocks includes recovery made during the year. (A) (B) (C) (D) (E)
Exposure to accounts Of (A), Of (A) amount Of (A) amount Exposure to accounts
classified as Standard aggregate written off paid by the classified as Standard
Type of borrower consequent to debt that during the borrowers consequent to
Total
Particulars implementation of slipped into half-year during the implementation of
Standard Sub-Standard Doubtful Loss Total resolution plan – NPA during half-year # resolution plan – Position
Position as at the end of the half-year as at the end of March 31,
Restructured No of borrowers 9,800 1,034 79 - 10,913 September 30, 2023 2024
Accounts as on Amount Outstanding 449.20 58.82 4.49 - 512.51 Personal Loans - - - - -
April 1, 2022
Provision thereon 78.08 31.55 2.80 - 112.44 Corporate persons* - - - - -
Fresh No of borrowers - - - - - MSMEs - - - - -
restructuring Amount Outstanding - - - - - Others 57.33 7.01 1.65 11.72 36.95
during the year
Provision thereon - - - - - Total 57.33 7.01 1.65 11.72 36.95
Upgradations No of borrowers 39 (39) - - - *As defined in Section 3(7) of the Insolvency and Bankruptcy Code, 2016
to restructured Amount Outstanding 2.28 (2.28) - - -
standard category # Includes interest accrued during the period.
during the year Provision thereon 1.27 (1.27) - - -

(v) Disclosure pursuant to RBI notification RBI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/ Security Receipts (SRs) Ratings held
2021-22 dated September 24, 2021. March 31, 2024 March 31, 2023
Particulars
(a) Details of transfer through assignment in respect of loans not in default during the year ended March Rating Agencies Rating Rating Agencies Rating
31, 2024 Arcil-Retail Port-046-A-T India Ratings RR1+ India Ratings RR1+
Count of Loan accounts Assigned 46,547 RARC 027 Trust Infomerics IVR RR1 Infomerics IVR RR1
Valuation and Valuation and
Amount of loan accounts assigned 2,136.48 Rating Private Rating Private
Retention of beneficial economic interest (MRR) 10% Limited Limited
Weighted average maturity (Residual Maturity) (in months) 26 Retail June 2022 - Trust (Series I) CRISIL RR2 CRISIL RR2
Weighted average holding period (in months) 14 Retail June 2022 - Trust (Series IV) CRISIL RR1 - -
Coverage of tangible security 35% Retail June 2022 - Trust (Series VI) NA Unrated - -
Rating wise distribution of rated loans Unrated
EARC TRUSTSC - 480 India Ratings RR2 NA Unrated
(b) Details of acquired through assignment in respect of loans not in default during the year ended March
31, 2024 (w) Disclosure pursuant to RBI notification RBI/DOR/2021-22/85 DOR.STR.REC.53/21.04.177/
Particulars Secured Unsecured
2021-22 dated September 24, 2021
Amount of loan accounts acquired Disclosures relating to Securitisation^
Weighted average maturity (in months) *
As at As at
Weighted average holding period (in months) Particulars
March 31, 2024 March 31, 2023
NIL
Retention of beneficial economic interest ** 1 (i) Outstanding amount of Securitised assets as per books of the SPVs #
Coverage of tangible security 1 No. of SPEs holding assets for securitisation transactions originated by the - 6
Rating-wise distribution of rated loans originator (only the SPVs relating to outstanding securitization exposures to be
reported here) **
* At the time of acquisition 2 Total amount of securitised assets as per books of the SPEs - 116.11
** Retained by the originator 3 Total amount of the exposures retained by the Originator to comply with MRR
as on the date of balance sheet
(c) For securitization related disclosures, please refer note 56(w) a) Off-balance sheet exposures
(d) Details of stressed loans transferred during the year ended March 31, 2024 First loss - -
Others - -
To permitted To other
Particulars To ARCs*
transferees transferees
b) On-balance sheet exposures
Count of accounts 5,379 - - First loss - 37.42

Aggregate principal outstanding of loans transferred (₹ in crores) 129.37 - - Others - 6.14
Weighted average residual tenor of the loans transferred (in months) 26 - -
Net book value of loans transferred (at the time of transfer) (₹ in crores) 84.51 - -
Aggregate consideration (₹ in crores) 105.00 - -
Additional consideration realized in respect of accounts transferred in
- - -
earlier years
* In addition to above, during the year ended March 31, 2024, the Company has transferred 4,404 loan accounts for an aggregate
consideration of ₹ 63 crores. These loan accounts were already written off in the books before such sale transactions.

Particulars
As at As at (z) Net profit or loss for the period, prior period items and changes in accounting policies
March 31, 2024 March 31, 2023
4 Amount of exposures to securitisation transactions other than MRR
There are no prior period items which are impacting Company’s current year profit and loss.
a) Off-balance sheet exposures (aa) The Company has consolidated financial statements of its subsidiary and its joint venture.
(i) Exposure to own securitisation
First loss - -
As per our report of even date
Others - 43.40
(ii) Exposure to third party securitisations For and on behalf of the Board of Directors of
First loss - -
Others - - For Walker Chandiok & Co LLP For Kirtane & Pandit LLP Amar Deshpande Abhay Bhutada
b) On-balance sheet exposures
(i) Exposure to own securitisation N500013 W100057
First loss - - Khushroo B. Panthaky Sandeep D. Welling Shabnum Zaman Sanjay Miranka
Others - Partner Partner Company Secretary Chief Financial Officer
9.86
(ii) Exposure to third party securitisations
First loss - - Date: April 29, 2024 Date : April 29, 2024 Date : April 29, 2024 Date : April 29, 2024
Others - -
^ Securitization (PTC) transaction do not meet the derecognition criteria under Ind AS and are recognized as ‘on balance sheet
exposures’. Accordingly income and discounting charges are included in revenue from operations and finance cost respectively.
Amounts stated above are for the purpose of disclosure.
# The above figures are being reported based on certificate issued by the auditors of the SPV.
** Only the SPVs relating to outstanding securitisation exposures are reported here.
(x) There are no such circumstances in which revenue has been postponed pending the resolution of
significant uncertainties.
(y) Divergence in asset classification and provisioning

No disclosure on divergence in asset classification and provisioning for NPAs is required with respect to
RBI’s supervisory inspection for the year ended March 31, 2023 and for the year ended March 31, 2022
as per the requirement of the circular no. RBI/2022-23/26 DOR.ACC.REC.No.20/21.04.018/2022-23 dated
April 19, 2022.

Independent Auditor’s Report
To the Members of consolidated cash flows and the consolidated Key audit matter How our audit addressed the key audit matter
changes in equity for the year ended on that date. The calculation of expected credit loss on loans and write- • Tested the design and operating effectiveness of key
POONAWALLA FINCORP LIMITED offs is complex and requires significant management controls over completeness and accuracy of the key
inputs and assumptions considered for calculations,
Report on the Audit of the Consolidated BASIS FOR OPINION judgement and the use of different modelling techniques
validation of data and monitoring of impairment loss
and assumptions which could have a material impact on recognised based on historical and external data. This
Financial Statements 3. We conducted our audit in accordance with the reported profits. also included testing performed by IT Specialists to test
Standards on Auditing specified under section The Holding Company has applied a three-stage approach the data flows from source systems to spreadsheet-
OPINION based models to test their completeness and accuracy.
143(10) of the Act. Our responsibilities under based on changes in credit quality to measure expected
1. We have audited the accompanying consolidated those standards are further described in the credit loss on loans which is as follows: •
Tested the modelling assumptions and inputs which
financial statements of Poonawalla Fincorp are based on industry experience (new products) as
Auditor’s Responsibilities for the Audit of the • If the loan is not credit-impaired on initial recognition,
collated by external credit bureau by benchmarking
Limited (‘the Holding Company’) and its Consolidated Financial Statements section of then it is classified in ‘Stage 1’ and its credit risk is independently such inputs with data of other
subsidiary (the Holding Company and its continuously monitored by the Holding Company i.e., the comparable companies to assess reasonability of such
our report. We are independent of the Group default in repayment is within 1 month. assumptions. While for remaining loan portfolio, since
subsidiary together referred to as ‘the Group’), and its joint venture in accordance with the Code modelling assumptions and parameters are based on
• If a significant increase in credit risk since initial historical data, assessed whether historical experience
and its joint venture, as listed in Annexure 1, which of Ethics issued by the Institute of Chartered recognition is identified, it is moved to ‘Stage 2’ but is was representative of current circumstances and was
comprise the Consolidated Balance Sheet as at Accountants of India (‘ICAI’) together with the not yet deemed to be credit-impaired i.e., the default in relevant in view of the recent impairment losses incurred
March 31, 2024, the Consolidated Statement of repayment is within the range of 2 to 3 months. within the portfolios;
ethical requirements that are relevant to our
Profit and Loss (including Other Comprehensive audit of the consolidated financial statements • If the loan is credit-impaired, it is then moved to ‘Stage • Considered the Holding Company’s accounting policies
Income), the Consolidated Cash Flow Statement 3’ i.e., the default in repayment is more than 3 months. for estimation of expected credit loss on loans and
under the provisions of the Act and the rules assessing compliance with the policies in terms of Ind
and the Consolidated Statement of Changes in The Expected Credit Loss (“ECL”) is measured at 12-month AS 109;
thereunder, and we have fulfilled our other
Equity for the year then ended, and notes to the ECL for Stage 1 loan assets and at lifetime ECL for Stage 2
ethical responsibilities in accordance with these and Stage 3 loan assets. •
Tested the assumptions underlying the impairment
consolidated financial statements, including identification and quantification including the forecast
requirements and the Code of Ethics. We believe Calculation of ECL involves estimation of probability of of future cash flows by corroborating it with the agreed
a material accounting policy information and that the audit evidence we have obtained default (PD) on loan portfolio over their life, loss given repayment schedules of the borrowers;
other explanatory information. together with the audit evidence obtained by the default (LGD) and exposure at default for each of the stages • Further, challenged the aforesaid assumptions through
of loan portfolio. The management has calculated the PD our understanding of the risk profile of the customers
2. In our opinion and to the best of our information other auditors in terms of their reports referred
and LGD as follows: of the Holding Company and other publicly available
and according to the explanations given to to in paragraph 15 of the Other Matters section relevant macro-economic factors used with the models;
• For new products launched from time to time and where
us and based on the consideration of the below, is sufficient and appropriate to provide a the Holding Company does not have sufficient historical • We have also examined, on a sample basis, data inputs
reports of the other auditors on separate basis for our opinion. data to estimate PD, the Holding Company has engaged to the discounted cash flow models, including the latest
external leading credit bureau and accordingly based collateral valuations in supporting the estimation of
financial information and on the other financial future cash flows and present value;
KEY AUDIT MATTERS on industry data sourced such information from the
information of the subsidiary and joint venture, aforesaid credit bureau. • Evaluated the appropriateness of the Holding Company’s
the aforesaid consolidated financial statements 4.
Key audit matters are those matters that, determination of significant increase in credit risk in
• For the remaining portfolio, the Holding Company has accordance with the applicable accounting standards
give the information required by the Companies in our professional judgment, were of most continued to use their existing internally developed and the basis for classification of various exposures
Act, 2013 (‘the Act’) in the manner so required significance in our audit of the consolidated modelling techniques using historical observable data into various stages. For a sample of exposures, also
financial statements of the current period. These and inputs to estimate PD and LGD. tested the appropriateness of the Holding Company’s
and give a true and fair view in conformity with categorization across various stages;
the Indian Accounting Standards (‘Ind AS’) matters were addressed in the context of our Significant management judgement and assumptions
audit of the consolidated financial statements are involved in measuring ECL which also includes • Assessed the critical assumptions and input data used
specified under section 133 of the Act, read with management overlays especially while calculating the PD in the estimation of expected credit loss models for
the Companies (Indian Accounting Standards) as a whole, and in forming our opinion thereon, and LGD and involves the following critical factors which are specific key credit risk parameters, such as the transfer
and we do not provide a separate opinion on logic between stages, PD or LGD;
Rules, 2015, and other accounting principles applied to such modelling techniques:
these matters. • Performed an assessment of the adequacy of the credit
generally accepted in India of the consolidated • Segmentation of loan book losses expected within 12 months by reference to credit
state of affairs of the Group, and its joint venture, 5.
We have determined the matters described • Determination of exposure at default losses actually incurred on similar portfolios historically;
as at March 31, 2024, and their consolidated below to be the key audit matters to be • Loan staging criteria •
On test check basis, tested the reasonableness of
profit (including other comprehensive income), • Consideration of probability weighted scenarios and estimates of expected realizable values of underlying
communicated in our report. collaterals;
forward looking macro-economic factors
• Criteria for a significant increase in credit risk • Obtained the management’s rational for writing off the
Key audit matter How our audit addressed the key audit matter loans during the current year and tested for appropriate
• Past experience and forecast data on customer behavior management approvals for the same;
Expected credit losses on loan assets Our audit focused on assessing the appropriateness
on repayments
of management’s judgment and estimates used in •
Obtained written representations from management
Refer Note 2(h)(VI) of material accounting policies, • Estimation of realizable value of underlying collaterals and those charged with governance on whether they
the impairment analysis through procedures that believe significant assumptions used in calculation of
Note 6 for the details of provision and Note 54.1(ii) Considering the significance of the above matter to the
included, but were not limited to, the following: expected credit losses are reasonable;
for credit risk disclosures. Also, refer Note 41 for financial statements, significant level of estimates and
judgements involved in determination of ECL and write offs, •
Assessed the appropriateness and adequacy of
exceptional items. • Obtained an understanding of the modelling the related presentation and disclosures of Note
this matter required our significant attention. Therefore, we
54 “Financial risk management” disclosed in the
As at March 31, 2024, the Holding Company has techniques adopted by the Holding Company have identified this as a key audit matter for current year accompanying consolidated financial statements in
including the key inputs and assumptions for audit. accordance with the applicable accounting standards
reported gross financial assets (loans) aggregating
and related RBI circulars.
to ₹ 23,045.38 crores against which provision for calculation of expected credit losses;
expected credit loss of ₹ 998.97 crores has been
recorded as at reporting date in accordance with Ind
AS 109 – Financial Instruments (‘Ind AS 109’). The
Holding Company has written off ₹ 1,194.90 crores
during the current year.

Key audit matter How our audit addressed the key audit matter obtained in the audit or otherwise appears to be 8.
In preparing the consolidated financial
Information Technology system for accounting and Our key audit procedures with the involvement of our IT materially misstated. statements, the respective Board of Directors
financial reporting process: specialists included, but were not limited to the following: of the companies included in the Group and of
When we read the Annual Report, if we conclude
The Holding Company is highly dependent on its • Obtained an understanding of the Holding Company’s its joint venture are responsible for assessing
that there is a material misstatement therein,
Information Technology (“IT”) systems for carrying on its IT systems, IT General Controls and automated IT the ability of the Group and of its joint venture
operations which require large volume of transactions to controls and conducted risk assessment for identified we are required to communicate the matter to
to continue as a going concern, disclosing, as
be processed in numerous locations. IT applications, data bases and operating systems that those charged with governance.
are relevant to our audit; applicable, matters related to going concern
Further, the Holding Company’s accounting and financial and using the going concern basis of accounting
reporting processes are dependent on automated controls •
Obtained an understanding of the changes/
RESPONSIBILITIES OF MANAGEMENT AND
THOSE CHARGED WITH GOVERNANCE FOR unless the Board of Directors either intend to
enabled by IT systems which impacts key financial modifications that were made to the identified IT
accounting and reporting items such as loans, interest applications during the audit period and tested THE CONSOLIDATED FINANCIAL STATEMENTS liquidate the Group or to cease operations, or has
income, impairment on loans amongst others. those changes that had a significant impact on no realistic alternative but to do so.
financial reporting including management’s process 7.
The accompanying consolidated financial
The Holding Company has put in place IT General Controls for monitoring and authorisation of such changes/ statements have been approved by the Holding 9.
Those respective Board of Directors are also
and automated IT Controls to ensure the integrity, accuracy, modifications;
completeness, validity and reliability of the information
Company’s Board of Directors. The Holding responsible for overseeing the financial reporting
produced by the Holding Company. Among other things, • Evaluated the appropriateness of controls for security Company’s Board of Directors are responsible for process of the companies included in the Group
the management also uses the information produced by governance to protect systems and data from the matters stated in section 134(5) of the Act and of its joint venture.
the Holding Company’s IT systems for accounting and the unauthorised use, including logging of security events with respect to the preparation and presentation
preparation and presentation of the standalone financial and procedures to identify vulnerabilities;
of these consolidated financial statements that AUDITOR’S RESPONSIBILITIES FOR THE
statements.
• Tested segregations of duties controls around program give a true and fair view of the consolidated AUDIT OF THE CONSOLIDATED FINANCIAL
The Holding Company uses loan management system maintenance, security administration and key business
financial position, consolidated financial STATEMENTS
(LMS) for sourcing, processing, recording and management processes;
of loan database which is fully integrated with the financial performance including other comprehensive 10. Our objectives are to obtain reasonable assurance
accounting and reporting system. The Holding Company • Tested IT General Controls particularly, logical access, income, consolidated changes in equity and about whether the consolidated financial
has implemented necessary preventive and detective change management and aspects of IT operational
controls. Tested that request for access to systems were consolidated cash flows of the Group including statements as a whole are free from material
controls across critical IT applications and infrastructure,
appropriately reviewed and authorized; tested controls its joint venture in accordance with the Ind misstatement, whether due to fraud or error,
which are most relevant from the perspective of financial
reporting. Our audit approach relies on the effectiveness around Holding Company’s periodic review of access AS specified under section 133 of the Act and to issue an auditor’s report that includes
of automated controls and controls around interface of rights; inspected requests of changes to systems for read with the Companies (Indian Accounting our opinion. Reasonable assurance is a high
different systems. appropriate approval and authorization;
Standards) Rules, 2015, and other accounting level of assurance but is not a guarantee that an
Our areas of audit focus included user access management, •
Tested related interfaces, configuration and other principles generally accepted in India. The audit conducted in accordance with Standards
developer access to the production environment and application layer controls identified during our audit
Holding Company’s Board of Directors are also on Auditing will always detect a material
changes to the IT environment. and report logic for system generated reports relevant
to the audit mainly for loans, interest income and responsible for ensuring accuracy of records misstatement when it exists. Misstatements
Further, we focused on key automated controls relevant for impairment of loan assets for evaluating completeness including financial information considered can arise from fraud or error and are considered
financial reporting. and accuracy; necessary for the preparation of consolidated material if, individually or in the aggregate, they
Accordingly, since our audit strategy included focus on • Tested the design and operating effectiveness of the Ind AS financial statements. Further, in terms of could reasonably be expected to influence the
key IT systems and controls relevant to our audit due to Holding Company’s IT controls over the IT applications the provisions of the Act the respective Board economic decisions of users taken on the basis
their pervasive impact on the financial statements, we as identified above;
of Directors of the companies included in the of these consolidated financial statements.
have determined the use of IT systems for accounting and
financial reporting as a key audit matter for current year •
Where deficiencies were identified, tested Group, and its joint venture companies covered
compensating controls or performed alternative 11. As part of an audit in accordance with Standards
audit. under the Act are responsible for maintenance
procedures; on Auditing specified under section 143(10) of
of adequate accounting records in accordance
• Obtained written representations from management the Act we exercise professional judgment and
with the provisions of the Act for safeguarding
and those charged with governance on whether maintain professional skepticism throughout
the assets of the Group and for preventing
IT general controls and automated IT controls are the audit. We also:
designed and were operating effectively during the and detecting frauds and other irregularities;
period covered by our audit. selection and application of appropriate •
Identify and assess the risks of material
accounting policies; making judgments and misstatement of the consolidated financial
I N F O R M AT I O N OTHER THAN THE
Our opinion on the consolidated financial estimates that are reasonable and prudent; and statements, whether due to fraud or error,
CONSOLIDATED FINANCIAL STATEMENTS AND statements does not cover the other information design, implementation and maintenance of design and perform audit procedures
AUDITOR’S REPORT THEREON and we do not express any form of assurance adequate internal financial controls, that were responsive to those risks, and obtain audit
conclusion thereon. operating effectively for ensuring the accuracy evidence that is sufficient and appropriate
6.
The Holding Company’s Board of Directors is
and completeness of the accounting records, to provide a basis for our opinion. The risk
responsible for the other information. The other In connection with our audit of the consolidated relevant to the preparation and presentation of of not detecting a material misstatement
information comprises the information included financial statements, our responsibility is to the financial statements that give a true and fair resulting from fraud is higher than for one
in the Annual Report, but does not include read the other information identified above view and are free from material misstatement, resulting from error, as fraud may involve
the consolidated financial statements and our when it becomes available and, in doing so, whether due to fraud or error. These financial collusion, forgery, intentional omissions,
auditor’s report thereon. The Annual Report is consider whether the other information is statements have been used for the purpose misrepresentations, or the override of
expected to be made available to us after the materially inconsistent with the consolidated of preparation of the consolidated financial internal control;
date of this auditor's report. financial statements or our knowledge statements by the Board of Directors of the
Holding Company, as aforesaid.

• Obtain an understanding of internal control 12.

We communicate with those charged with 16.
The consolidated financial statements also REPORT ON OTHER LEGAL AND REGULATORY
relevant to the audit in order to design governance regarding, among other matters, include the Group’s share of net profit of ₹ Nil for REQUIREMENTS
audit procedures that are appropriate in the planned scope and timing of the audit the year ended March 31, 2024, as considered in
17. As required by section 197(16) of the Act based
the circumstances. Under section 143(3) and significant audit findings, including any the consolidated financial statements, in respect
on our audit, we report that the Holding Company
(i) of the Act we are also responsible for significant deficiencies in internal control that of one joint venture, whose financial information
has paid remuneration to their directors during
expressing our opinion on whether the we identify during our audit. has not been audited by us. This financial
the year in accordance with the provisions of and
Holding Company has adequate internal information is unaudited and have been furnished
13. We also provide those charged with governance limits laid down under section 197 read with
financial controls with reference to financial to us by the management and our opinion on
with a statement that we have complied Schedule V to the Act.
statements in place and the operating the consolidated financial statements, in so
with relevant ethical requirements regarding
effectiveness of such controls; far as it relates to the amounts and disclosures 18.
A s required by clause (xxi) of paragraph 3 of
independence, and to communicate with
included in respect of the aforesaid joint venture, Companies (Auditor’s Report) Order, 2020
• Evaluate the appropriateness of accounting them all relationships and other matters
is based solely on such unaudited financial (‘the Order’) issued by the Central Government
policies used and the reasonableness that may reasonably be thought to bear on
information. In our opinion and according to the of India in terms of section 143(11) of the Act
of accounting estimates and related our independence, and where applicable,
information and explanations given to us by the based on the consideration of the Order report
disclosures made by management; related safeguards.
management, this financial information is not issued till date by us, we report that there are
•
Conclude on the appropriateness of Board of 14.
From the matters communicated with those material to the Group. no qualifications or adverse remarks reported
Directors’ use of the going concern basis of charged with governance, we determine those in the Order report of the Holding Company.
Our opinion above on the consolidated financial
accounting and, based on the audit evidence matters that were of most significance in the Further, following is the company included in
statements, and our report on other legal and
obtained, whether a material uncertainty audit of the financial statements of the current the consolidated financial statements for the
exists related to events or conditions that regulatory requirements below, are not modified
period and are therefore the key audit matters. year ended March 31, 2024 and covered under
may cast significant doubt on the ability of in respect of the above matter with respect to our
We describe these matters in our auditor’s that Act that is audited by other auditor, for
the Group and its joint venture to continue reliance on the financial information certified by
report unless law or regulation precludes public which the report under section 143(11) of the
as a going concern. If we conclude that a the management.
disclosure about the matter or when, in extremely Act has not yet been issued by other auditor, as
material uncertainty exists, we are required rare circumstances, we determine that a matter per information and explanation given to us by
to draw attention in our auditor’s report should not be communicated in our report the management in this respect:
to the related disclosures in the financial because the adverse consequences of doing so
statements or, if such disclosures are would reasonably be expected to outweigh the
inadequate, to modify our opinion. Our Subsidiary/ Associate/
public interest benefits of such communication. S No Name CIN
conclusions are based on the audit evidence Joint Venture
obtained up to the date of our auditor’s OTHER MATTER 1 Grihum Housing Finance Limited U65922PN2004PLC208751 Subsidiary
report. However, future events or conditions (Formerly known as Poonawalla Housing (up to July 25, 2023)
15.
We did not audit the financial information of Finance Limited)
may cause the Group and its joint venture to
one subsidiary, whose financial information
cease to continue as a going concern;
reflect total revenues of ₹ 288.08 crores for
• Evaluate the overall presentation, structure 19. As required by section 143(3) of the Act, based for the purpose of preparation of the
the period ended July 25, 2023 and net cash
on our audit and on the consideration of the consolidated financial statements;
and content of the financial statements, inflows amounting to ₹ 89.73 crores for the
report of the other auditor on separate financial
including the disclosures, and whether period ended on that date, as considered in d)
In our opinion, the aforesaid consolidated
information of the subsidiary incorporated in
the financial statements represent the the consolidated financial statements. These financial statements comply with Ind AS
India, we report, to the extent applicable, that:
underlying transactions and events in a financial information have been audited by other specified under section 133 of the Act read
manner that achieves fair presentation; and auditors whose reports have been furnished a)
We have sought and obtained all the with the Companies (Indian Accounting
information and explanations which to Standards) Rules, 2015;
• Obtain sufficient appropriate audit evidence to us by the management and our opinion on
the best of our knowledge and belief were
regarding the financial information/ the consolidated financial statements, in so e) On the basis of the written representations
necessary for the purpose of our audit of the
financial statements of the entities or far as it relates to the amounts and disclosures received from the directors of the Holding
aforesaid consolidated financial statements;
business activities within the Group, and its included in respect of this subsidiary, and our Company taken on record by the Board of
joint venture, to express an opinion on the report in terms of sub-section (3) of section 143 b) In our opinion, proper books of account as Directors of the Holding Company, none
of the Act in so far as it relates to the aforesaid required by law relating to preparation of the of the directors of the Holding Company
consolidated financial statements. We are
aforesaid consolidated financial statements are disqualified as on March 31, 2024 from
responsible for the direction, supervision subsidiary, are based solely on the report of the
have been kept so far as it appears from being appointed as a director in terms of
and performance of the audit of financial other auditor.
our examination of those books and the section 164(2) of the Act.
statements of such entities included in the
Our opinion above on the consolidated financial report of the other auditor, except for
financial statements, of which we are the f) With respect to the adequacy of the internal
statements, and our report on other legal and the matters stated in paragraph 19(g)(vi)
independent auditors. For the other entities financial controls with reference to financial
regulatory requirements below, are not modified below on reporting under Rule 11(g) of the
included in the financial statements, which statements of the Holding Company, and
Companies (Audit and Auditors) Rules, 2014
have been audited by the other auditors, in respect of the above matter with respect to the operating effectiveness of such controls,
(as amended);
such other auditors remain responsible for our reliance on the work done by and the reports refer to our separate report in ‘Annexure A’
the direction, supervision and performance of the other auditors. c) The consolidated financial statements dealt wherein we have expressed an unmodified
with by this report are in agreement with opinion; and
of the audits carried out by them. We remain
the relevant books of account maintained
solely responsible for our audit opinion.

g)
With respect to the other matters to b.
The respective managements performed by the respective auditor of and the same have been operated
be included in the Auditor’s Report in of the Holding Company and its the subsidiary of the Holding Company throughout the year / period for all
accordance with rule 11 of the Companies subsidiary incorporated in India which is company incorporated in India, relevant transactions recorded in the
(Audit and Auditors) Rules, 2014 (as whose financial statements have except for the instances, the Holding software. Further, during the course of
amended), in our opinion and to the best been audited have represented Company, and it’s subsidiary, in respect our audit we and respective auditor of
of our information and according to the to us and the other auditors of of financial year / period commencing the above referred subsidiary did not
explanations given to us and based on the such subsidiary that, to the best on April 01, 2023, have used accounting come across any instance of audit trail
consideration of the report of the other of their knowledge and belief, software for maintaining their books feature being tampered with other
auditors on separate financial information as disclosed in the Note 57(g) to of account which have a feature of than the consequential impact of the
of the subsidiary incorporated in India: the accompanying consolidated recording audit trail (edit log) facility exception given below:
financial statements, no funds
i. The consolidated financial statements
have been received by the Holding
disclose the impact of pending
Company or its subsidiary and
litigations on the consolidated financial Nature of exception noted Details of Exception
joint venture from any person(s)
position of the Holding Company as Instances of accounting software for 1)
The audit trail feature was not enabled at the database level for
or entity(ies), including foreign
detailed in Note 48 to the consolidated maintaining books of account for which accounting software Finmechanics from implementation date June
entities (‘the Funding Parties’), the feature of recording audit trail (edit log) 01, 2023 to March 20, 2024 to log any direct data changes, used for
financial statements;
with the understanding, whether facility was not operated throughout the maintenance of borrowing records by the Holding Company.

ii.
The Holding Company did not have recorded in writing or otherwise, year for all relevant transactions recorded in
that the Holding Company, or 2)
The audit trail feature was not enabled at the database level for
any long-term contracts including the software
accounting software CCA to log any direct data changes, used for
derivative contracts for which there any such subsidiary and joint
maintenance of loan records by the Holding Company.
were any material foreseeable losses as venture shall, whether directly or
Instances of accounting software The accounting software Finnone, used for maintenance of books of account
at March 31, 2024; indirectly, lend or invest in other
maintained by a third party where we of the Holding Company is operated by a third party software service
persons or entities identified in are unable to comment on the audit trail provider. In absence of the ‘Independent Service Auditor’s Assurance Report
iii. There has been no delay in transferring any manner whatsoever by or feature on the Description of Controls, their Design and Operating Effectiveness’
amounts, required to be transferred, to on behalf of the Funding Party (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on
the Investor Education and Protection (‘Ultimate Beneficiaries’) or provide Controls at a Service Organisation), we are unable to comment on whether
Fund by the Holding Company during any guarantee, security or the audit trail feature of the said software was enabled at the database level
the year ended March 31, 2024; like on behalf of the Ultimate and operated throughout the year for all relevant transactions recorded in
the respective software.
iv. a.
The respective managements Beneficiaries; and
of the Holding Company and its c.
Based on such audit procedures For Walker Chandiok & Co LLP For Kirtane & Pandit LLP
subsidiary incorporated in India performed by us and that
whose financial statements have Chartered Accountants Chartered Accountants
performed by the auditor of Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.:105215W/W100057
been audited have represented to the subsidiary, as considered
us and the other auditors of such reasonable and appropriate in the
subsidiary respectively that, to the Khushroo B. Panthaky Sandeep D. Welling
circumstances, nothing has come
best of their knowledge and belief to our or other auditors’ notice that Partner Partner
as disclosed in Note 57(f) to the has caused us or the other auditor Membership No.: 042423 Membership No.: 044576
consolidated financial statements, to believe that the management UDIN: 24042423BKCMMR7625 UDIN: 24044576BKAUBI9747
no funds have been advanced or representations under sub-clauses
loaned or invested (either from (a) and (b) above contain any
borrowed funds or securities Place: Pune Place: Pune
material misstatement. Date: April 29, 2024 Date: April 29, 2024
premium or any other sources
or kind of funds) by the Holding v. a)
The interim dividend declared
Company or its subsidiary and joint and paid by the Holding Company
venture to or in any person(s) or during the year ended March 31,
entity(ies), including foreign entities 2024 and until the date of this ANNEXURE 1
(‘the intermediaries’), with the audit report is in compliance with
understanding, whether recorded section 123 of the Act. List of entities included in the Consolidated Financial Statements
in writing or otherwise, that the
b)
The final dividend paid by the
intermediary shall, whether, directly Name of the Entity Relationship
Holding Company during the year
or indirectly lend or invest in other Grihum Housing Finance Limited Subsidiary (*) (up to July 25, 2023)
ended March 31, 2024 in respect
persons or entities identified in any
of such dividend declared for the (Formerly known as Poonawalla Housing
manner whatsoever by or on behalf Finance Limited)
previous year is in accordance with
of the Holding Company, or any
section 123 of the Act to the extent Jaguar Advisory Services Private limited Joint Venture (**)
such subsidiary and joint venture
it applies to payment of dividend. (*) Holding Company had entered into a definitive share purchase agreement for divestment of entire shareholding based on
(‘the Ultimate Beneficiaries’)
board and shareholder’s approvals. The transaction was completed on July 26, 2023 and with effect from that date it ceases to be
or provide any guarantee, vi.
A s stated in Note 57(k) to the subsidiary of the Holding Company. Investment in such Subsidiary has been classified as assets held for sale as per Ind AS 105 and
security or the like on behalf the consolidated financial statements disclosed as discontinued operations in the Consolidated Financial Statements.
Ultimate Beneficiaries; and based on our examination
(**) Interest in Joint Venture has been classified as assets held for sale as per Ind AS 105 and accordingly, the equity method
which included test checks and that accounting has been discontinued with effect from December 13, 2021.

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE TO THE MEMBERS

OF POONAWALLA FINCORP LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR
THE YEAR ENDED MARCH 31, 2024
INDEPENDENT AUDITOR’S REPORT ON THE controls with reference to financial statements, made only in accordance with authorisations periods are subject to the risk that the internal
INTERNAL FINANCIAL CONTROLS WITH and the Guidance Note on Audit of Internal of management and directors of the company; financial controls with reference to financial
REFERENCE TO CONSOLIDATED FINANCIAL Financial Controls Over Financial Reporting and (3) provide reasonable assurance regarding statements may become inadequate because
STATEMENTS UNDER CLAUSE (I) OF SUB- (‘the Guidance Note’) issued by the ICAI. Those prevention or timely detection of unauthorised of changes in conditions, or that the degree
SECTION 3 OF SECTION 143 OF THE COMPANIES Standards and the Guidance Note require that acquisition, use, or disposition of the company's of compliance with the policies or procedures
ACT, 2013 (‘THE ACT’) we comply with ethical requirements and plan assets that could have a material effect on the may deteriorate.
and perform the audit to obtain reasonable financial statements.
1. In conjunction with our audit of the consolidated OPINION
assurance about whether adequate internal
financial statements of Poonawalla Fincorp INHERENT LIMITATIONS OF INTERNAL
financial controls with reference to financial 8.
In our opinion, the Holding Company, which
Limited (‘the Holding Company’) and its FINANCIAL CONTROLS WITH REFERENCE TO
statements were established and maintained is a company covered under the Act, has in all
subsidiary (the Holding Company and its FINANCIAL STATEMENTS
and if such controls operated effectively in all material respects, adequate internal financial
subsidiary together referred to as ‘the Group’)
material respects. 7. Because of the inherent limitations of internal controls with reference to financial statements
and its joint venture as at and for the year ended
financial controls with reference to financial and such controls were operating effectively as
March 31, 2024, we have audited the internal 4.
Our audit involves performing procedures to
statements, including the possibility of collusion at March 31, 2024, based on internal financial
financial controls with reference to financial obtain audit evidence about the adequacy of
or improper management override of controls, controls with reference to financial statements
statements of the Holding Company, which is the internal financial controls with reference
material misstatements due to error or fraud criteria established by the Company considering
company covered under the Act, as at that date. to financial statements and their operating
may occur and not be detected. Also, projections the essential components of internal control
effectiveness. Our audit of internal financial
RESPONSIBILITIES OF MANAGEMENT AND of any evaluation of the internal financial controls stated in the Guidance Note issued by the ICAI.
controls with reference to financial statements
THOSE CHARGED WITH GOVERNANCE FOR with reference to financial statements to future
includes obtaining an understanding of such
INTERNAL FINANCIAL CONTROLS internal financial controls, assessing the risk
2. The Board of Directors of the Holding Company that a material weakness exists, and testing
which is company covered under the Act, is and evaluating the design and operating For Walker Chandiok & Co LLP For Kirtane & Pandit LLP
responsible for establishing and maintaining effectiveness of internal control based on the Chartered Accountants Chartered Accountants
internal financial controls based on the internal assessed risk. The procedures selected depend Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.:105215W/W100057
financial controls with reference to financial on the auditor’s judgement, including the
statements criteria established by the Company assessment of the risks of material misstatement Khushroo B. Panthaky Sandeep D. Welling
considering the essential components of of the financial statements, whether due to fraud Partner Partner
internal control stated in the Guidance Note or error. Membership No.: 042423 Membership No.: 044576
on Audit of Internal Financial Controls over UDIN: 24042423BKCMMR7625 UDIN: 24044576BKAUBI9747
5.
We believe that the audit evidence we have
Financial Reporting (‘the Guidance Note’) issued
obtained is sufficient and appropriate to provide
by the Institute of Chartered Accountants of
a basis for our audit opinion on the internal Place: Pune Place: Pune
India (“ICAI”). These responsibilities include the
financial controls with reference to financial Date: April 29, 2024 Date: April 29, 2024
design, implementation and maintenance of
statements of the Holding Company as aforesaid.
adequate internal financial controls that were
operating effectively for ensuring the orderly and MEANING OF INTERNAL FINANCIAL CONTROLS
efficient conduct of the Company’s business, WITH REFERENCE TO FINANCIAL STATEMENTS
including adherence to the Company’s policies,
6.
A company's internal financial controls with
the safeguarding of its assets, the prevention
reference to financial statements is a process
and detection of frauds and errors, the accuracy
designed to provide reasonable assurance
and completeness of the accounting records,
regarding the reliability of financial reporting
and the timely preparation of reliable financial
and the preparation of financial statements for
information, as required under the Act.
external purposes in accordance with generally
AUDITOR’S RESPONSIBILITY FOR THE AUDIT accepted accounting principles. A company's
OF THE INTERNAL FINANCIAL CONTROLS internal financial controls with reference to
WITH REFERENCE TO FINANCIAL STATEMENTS financial statements include those policies and
procedures that (1) pertain to the maintenance of
3.
Our responsibility is to express an opinion on
records that, in reasonable detail, accurately and
the internal financial controls with reference to
fairly reflect the transactions and dispositions of
financial statements of the Holding Company,
the assets of the company; (2) provide reasonable
as aforesaid, based on our audit. We conducted
assurance that transactions are recorded as
our audit in accordance with the Standards on
necessary to permit preparation of financial
Auditing issued by the Institute of Chartered
statements in accordance with generally
Accountants of India (‘ICAI’) prescribed under
accepted accounting principles, and that receipts
Section 143(10) of the Act, to the extent
and expenditures of the company are being
applicable to an audit of internal financial

Consolidated Balance Sheet Consolidated Statement of Profit and Loss

as at March 31, 2024 for the year ended March 31, 2024

Note Note
ASSETS
Revenue from operations
1 Financial assets
Cash and cash equivalents 3 255.18 601.38 Interest income 30 2,899.56 1,815.19
Bank balances other than cash and cash equivalents 4 13.36 56.05 Rental income 31 25.54 27.72
Receivables 5 Fees and commission income 32 73.22 61.54
(i) Trade receivables 22.39 18.64
Net gain on fair value changes 33 2.15 4.45
(ii) Other receivables 6.27 2.03
Loans 6 22,046.41 15,218.53 Net gain on derecognition of financial instruments 34a 108.54 29.68
Investments 7 878.33 510.14 Total revenue from operations 3,109.01 1,938.58
Other financial assets 8 257.81 363.92 Other income 35 38.32 69.70
23,479.75 16,770.69
Total income 3,147.33 2,008.28
2 Non-financial assets
Current tax assets (net) 9 171.70 114.39 Expenses
Deferred tax assets (net) 10 163.42 47.68 Finance costs 36 950.30 595.28
Investment property 11 0.07 0.08 Net loss on derecognition of financial instruments 34b - 10.87
Property, plant and equipment 12 59.78 117.83
Impairment on financial instruments 37 72.02 (144.53)
Intangible assets under development 13 0.26 4.56
Goodwill 14 - 14.30 Employee benefits expenses 38 444.42 514.80
Other intangible assets 15 17.00 14.25 Depreciation and amortisation expense 39 59.31 61.41
Right of use assets 16 117.35 75.05 Other expenses 40 303.63 226.84
Other non-financial assets 17 26.87 40.31
Total expenses 1,829.68 1,264.67
556.45 428.45
3 Assets held for sale 18 50.70 50.70 Profit before share of profit of joint ventures, exceptional items and tax 1,317.65 743.61
4 Asset directly associated with Discontinued Operations 49 - 5,970.77 Share of profit of equity-accounted investee, net of tax - -
Total Assets 24,086.90 23,220.61 Profit before tax and exceptional items 1,317.65 743.61
LIABILITIES AND EQUITY
LIABILITIES Exceptional items (Net) 41 816.52 7.39
1 Financial liabilities Profit before tax from continuing operations 2,134.17 751.00
Payables 19 Tax expense 10
(i) Trade Payables Current tax 610.13 24.18
-total outstanding dues of micro enterprises and small enterprises 0.02 0.05
-total outstanding dues of creditors other than micro enterprises 1.22 1.97 Tax expense for earlier years (9.73) -
and small enterprises Deferred tax (117.74) 157.01
(ii) Other Payables Total tax expense 482.66 181.19
-total outstanding dues of micro enterprises and small enterprises - - Profit after tax for the year from continuing operations 1,651.51 569.81
-total outstanding dues of creditors other than micro enterprises 2.13 -
Profit before tax from discontinued operations 42.07 154.19
and small enterprises
Debt securities 20 1,227.09 950.24 Tax expense of discontinued operations 10.52 38.97
Borrowings (other than debt securities) 21 13,616.13 9,804.07 Profit after tax for the year from discontinued operations 31.55 115.22
Subordinated liabilities 22 236.91 365.27 Profit for the year from continuing and discontinued operations 1,683.06 685.03
Lease liabilities 23 135.59 89.58
Other comprehensive income
Other financial liabilities 24 597.26 275.99
15,816.35 11,487.17 A. Items that will not be reclassified to profit or loss
2 Non-financial liabilities (i) Remeasurement of the defined benefit plans 0.82 2.17
Current tax liabilities (net) 25 0.01 0.34 (ii) Income tax relating to items that will not be reclassified to profit or (0.21) (0.55)
Provisions 26 8.53 8.26 loss
Other non-financial liabilities 27 94.93 89.48
0.61 1.62
103.47 98.08
3 Liabilities directly associated with Discontinued Operations 49 - 4,762.19 B. Items that will be reclassified to profit or loss
EQUITY (i) Financial instruments through other comprehensive income 0.29 (0.35)
Equity share capital 28 154.11 153.59 (ii) Reclassification adjustments on disposal of Joint Venture, net of tax - (6.86)
Other equity 29 8,012.97 6,707.81
(iii) Income tax relating to items that will be reclassified to profit or loss (0.07) 0.09
Minority Interest - 11.77
8,167.08 6,873.17 0.22 (7.12)
Total liabilities and equity 24,086.90 23,220.61 C. Other comprehensive income/(loss) from discontinued operations (0.19) 0.14
Summary of material accounting policies 2 (net of tax)
Notes 1 to 58 forms an integral part of these consolidated financial Other comprehensive income (A + B + C) 0.64 (5.36)
statements
Total comprehensive income for the year 1,683.70 679.67
This is the Consolidated Balance Sheet referred to in our report of even date Total comprehensive income for the year, attributable to
For and on behalf of the Board of Directors of (a) Owners of the Company 1,683.39 678.61
Poonawalla Fincorp Limited (b) Non-controlling interests 0.31 1.06
Total 1,683.70 679.67
Chartered Accountants Chartered Accountants Director Managing Director Profit from continuing operations for the year, attributable to
Firm Registration No:001076N/ Firm Registration No:105215W/ (DIN : 07425556) (DIN : 03330542) (a) Owners of the Company 1,651.51 569.82
N500013 W100057 (b) Non-controlling interests - -
Khushroo B. Panthaky Sandeep D. Welling Shabnum Zaman Sanjay Miranka Total 1,651.51 569.82

Consolidated Statement of Profit and Loss (Contd)

8,012.97
(0.75)
(186.05)
-
115.66
(307.41)
-
0.64
1,683.71
6,707.81
1,683.07
Total
Note
March 31, 2024 March 31, 2023
Profit from discontinued operations for the year, attributable to
(a) Owners of the Company 31.24 114.16
Balance as at March 31, 2024*

(b) Non-controlling interests 0.31 1.06
Balance as at March 31, 2023
-
-
-
-
-
-
-
-
-
-
-
Effective
portion of
Cash Flow
Hedges
Total 31.55 115.22
Profit from continuing and discontinued operations for the year,
Items of other
attributable to
153.59
154.11
12.73
-
-
-
-
-
-
0.22
0.22
12.51
-
Financial
instruments
through
Other
Comprehe-
nsive Income
(a) Owners of the Company 1,682.75 683.98
(b) Non-controlling interests 0.31 1.06
Total 1,683.06 685.03
Other comprehensive income for the year, attributable to
(a) Owners of the Company 0.64 (5.36)
1,759.46
-
-
89.82
-
(307.41)
(411.20)
0.42
1,683.49
704.76
1,683.07
Retained
Earnings
(b) Non-controlling interests (0.00) (0.00)
Total 0.64 (5.36)
Earnings per equity share (for continuing operations) (Face value of ₹ 45
2/- each)
(0.75)
(0.75)
-
-
-
-
-
-
-
-
Trust
Reserve
Consolidated Statement of Changes in Equity
Basic (₹) 21.48 7.44
Diluted (₹) 21.23 7.37
Earnings per equity share (for discontinued operations) (Face value of ₹ 45
(186.05)
-
(186.05)
-
-
-
-
-
-
-
-
Treasury
Shares
2/- each)
Changes in equity share capital during the year
Changes in equity share capital during the year

Basic (₹) 0.41 1.51
*Net of adjustment of shares held by the PFL Employee Welfare Trust (‘PFL EWT’) / ‘Welfare Trust’ refer note no. 28
Diluted (₹) 0.40 1.49
63.53
-
-
-
(55.19)
-
-
-
-
118.72
-
Share option
Outstanding
account
Earnings per equity share (for continuing and discontinued operations) 45
(Face value of ₹ 2/- each)
Basic (₹) 21.89 8.95
Diluted (₹) 21.63 8.86
Reserve and Surplus

Summary of material accounting policies 2
14.22
-
-
-
-
-
-
-
-
14.22
-
Capital
Redem-
ption
reserve
0.61
0.52
Notes 1 to 58 forms an integral part of these consolidated financial
statements
This is the Statement of Consolidated Profit and Loss referred to in our report of even date
-
(89.82)
-
-
-
-
-
-
-
-
89.82
Statutory
Reserves
(created
pursuant to
Section 29C of
the National
Housing Bank
Act,1987)
926.50
-
-
-
-
-
-
-
411.20
515.30
-
Statutory
Reserves
(created
pursuant
to Section
45-IC of the
Reserve
Bank of India
Act,1934)
N500013 W100057

5,418.53
-
-
-
170.85
-
-
-
5,247.68
-
-
Securities
Premium
-
4.80
-
-
-
-
-
-
-
4.80
-
Capital
Reserve
Balance as at April 1, 2023

A. EQUITY SHARE CAPITAL
Purchase of shares by PFL EWT during the year

152.98
153.59
Total comprehensive income for the year

Other comprehensive income for the year*
Net income/(loss) of PFL EWT for the year

Transfer on account of sale of subsidiary
Share based payment to employees
Transfer to/(from) retained earnings


B. OTHER EQUITY

Profit for the year
Dividend paid
Particulars
Consolidated Statement of Cash Flow

6,707.81
-
-
161.17
(6.98)
2.63
(30.60)
678.62
(5.36)
Total
5,902.97
683.98
March 31, 2024 March 31, 2023
A Cash flow from operating activities
Profit before tax from continuing operations 2,134.17 751.00
-
-
-
-
-
0.05
0.05
(0.05)
instruments Effective
portion
of Cash
Flow
Hedges

Items of other
Profit before tax from continuing and discontinued operations 2,176.24 905.19
Adjustments for :
Chief Financial Officer

12.51
-
-
-
-
-
(7.12)
-
(7.12)
Financial
through
Other
19.63
Compreh-
ensive
Income
Date : April 29, 2024

Depreciation and amortisation expenses 64.35 77.63
Managing Director
(DIN : 03330542)
Abhay Bhutada
1,556.82
Sanjay Miranka
Impairment on financial instruments including exceptional items 115.61
Net gain on sale of investment in subsidiary/joint venture (classified as asset (2,308.97) (242.70)
Place : Pune
held for sale)
704.76
-
-
(30.60)
(6.98)
-
(139.81)
685.69
683.98
1.71
Retained
Earnings
196.47
Net loss on sale of investments 0.36 -

Net gain on fair value changes (2.10) (0.65)
Net gain on derecognition of lease (0.83) (3.23)
-
-
-
-
-
-
-
-
-
-
Trust
Reserve
-
Consolidated Statement of Changes in Equity
Membership No: 13918


Expense on employee stock option scheme 101.09 161.49
Company Secretary
Amar Deshpande
Shabnum Zaman
(DIN : 07425556)
-
-
-
-
-
-
-
-
-
-
-
Treasury
Shares
Interest on tax refund (0.40)

Interest on lease liabilities 12.50 8.63
Place : Pune
Net gain on derecognition of financial instruments (122.78) (66.94)
Director
118.72
-
-
-
-
95.97
-
-
-
Share
option
nding
account
-
Outsta-
22.75
Liabilities written back (15.10) (35.18)

Operating cash flow before working capital changes 1,474.06 920.11
Movement in working capital:
14.22
-
-
-
-
-
-
Capital
Redem-
ption
reserve
-
-
14.22
Reserve and Surplus
Adjustments for (increase) / decrease in assets:
Firm Registration No:105215W/W100057

Receivables (20.78) (6.64)
Loans (8,729.18) (5,889.48)
89.82
-
-
-
-
-
25.45
-
Statutory
-
-
Reserves
(created
pursuant to
Section 29C of
the National
Housing Bank
Act,1987)
64.37
Other financial assets 217.71 (281.38)

Other non financial assets (2.39) (16.53)
This is the Statement of Changes in Equity referred to in our report of even date
Derivative financial instruments - 0.24

For Kirtane & Pandit LLP

Notes 1 to 58 forms an integral part of these consolidated financial statements
Chartered Accountants
Held for sale assets - 1.08

515.30
-
-
-
-
-
117.00
-
Statutory
Reserves
(created
pursuant to
Section 45-IC
of the Reserve
Bank of India
Act,1934)
-
-
398.30

Sandeep D. Welling
Bank balances other than cash and cash equivalents (179.00) 147.48
Adjustments for increase / (decrease) in liabilities:
Payables 9.12 1.86
Place : Pune
Other financial liabilities 330.02 88.19

5,247.68
-
-
-
-
65.20
-
-
Securities
Premium
-
-
5,182.48
Partner
Provisions 1.12 1.69

Refer note 29 for the nature and purpose of each reserves
Other non financial liabilities 6.38 24.27

Net cash (used in) operating activities before taxes (6,892.94) (5,009.11)
4.80
-
-
-
-
-
-
Capital
Reserve
-
-
4.80
Income taxes paid (net of refunds) (663.55) (54.76)

Net cash (used in) operating activities (A) (7,556.49) (5,063.87)
B Cash flow from investing activities
Firm Registration No:001076N/N500013
Other comprehensive income for the year (Owners)*
Summary of material accounting policies
Purchase of property, plant and equipment (9.41) (63.50)

Purchase of shares by PFL EWT during the year
B. OTHER EQUITY (CONTD.)
Proceeds from sale of property, plant and equipment 25.93 12.43

Total comprehensive income for the year
Net income/(loss) of PFL EWT for the year
For Walker Chandiok & Co LLP
Purchase of intangible assets (8.50) (17.52)

Share based payment to employees
Redemption of fixed deposits - 1.06

Transfer to/from retained earnings

Net proceeds from sale of investment in subsidiary 3,533.36 -

Khushroo B. Panthaky
Chartered Accountants
Minority Interest Adjustment
(classified as held for sale as at March 31, 2023)

Profit for the year (Owners)
Date: April 29, 2024
Investment by PFL Employee Welfare Trust (treasury shares) (186.85) -

Net cash outflow from PFL Employee Welfare Trust activities (1.10) -
Place: Pune
Purchase of investments (84,028.65) (2,125.17)

Dividend paid
Particulars
Proceeds from sale of investments 83,644.57 1,909.58

Partner
Net cash generated from/(used in) investing activities (B) 2,969.35 (283.12)


Consolidated Statement of Cash Flow (Contd) for the year ended March 31, 2024
Year ended Year ended 1. GROUP OVERVIEW The group combines the financial statements
March 31, 2024 March 31, 2023 of the Company and its subsidiaries line by line
C Cash flow from financing activities Background adding together like items of assets, liabilities,
Proceeds from issue of debt securities and subordinated liabilities 1,300.00 500.00 Poonawalla Fincorp Limited (‘the Company’), equity, income and expenses. Intercompany
Redemption of debt securities and subordinated liabilities (607.50) (346.24) having its registered office in Pune, India is a transactions, balances and unrealized gains on
Proceeds from borrowings - Term loans 9,111.15 7,969.97 publicly held Non-Banking Finance Company transactions between group companies are
(7,392.10)
engaged in providing asset finance through its eliminated. Unrealized losses are also eliminated
Repayment of borrowings - Term loans (3,418.99)
pan India branch network. unless the transaction provides evidence of an
Repayment of borrowings - pass through certificate (109.96) (488.95)
impairment of the transferred asset. Accounting
Proceeds from borrowings by PFL Employee Welfare Trust 175.00 -
These consolidated financial statements
policies have been applied uniformly across the
Loans repayable on demand (including commercial papers) (net) (refer note a) 2,169.27 1,579.83 comprise of the Company and its subsidiary
group for like transactions and other events in
and its joint ventures (collectively, referred to
Interest on lease liabilities (12.50) (8.63) similar circumstances.
as the Group). The Company is registered as a
Principal payment of lease liabilities (25.64) (12.30)
non-deposit taking (‘NBFC’) as defined under The financial statements of all entities used for
Proceeds from issue of equity shares including securities premium 30.29 4.38 Section 45-IA of the Reserve Bank of India (RBI) the purpose of consolidation are drawn up to
Dividend paid (including tax thereon) (307.34) (30.60) Act, 1934. The Company is also registered as a same reporting date as that of the Company, i.e.,
Net cash generated from financing activities (C) 4,330.67 5,748.47 corporate agent under Insurance Regulatory and year ended as on March 31.
Net increase/(decrease) in cash and cash equivalents (A+B+C) (256.47) 401.48 Development Authority of India (Registration of

The excess of cost to the Company of its
Cash and cash equivalents at the beginning of the year 756.19 354.71 Corporate Agents) Regulations, 2015. Its equity
investment in the subsidiaries over the
Cash and cash equivalents for the discontinued operations (244.54) - shares are listed on National Stock Exchange
Company’s portion of equity of the subsidiaries
and Bombay Stock Exchange.
Cash and cash equivalents at the end of the year 255.18 756.19 or vice versa is recognized in the consolidated
Effective October 01, 2022, the Company has financial statements as goodwill or capital
(a) The figures has been presented on a net basis as the transactions during the year are voluminous.
been categorized as NBFC-ML under the RBI reserve as the case may be.
(b) The Group has presented a consolidated cash flow statement that analyses all cash flows in total - including Scale Based Regulation dated October 22, 2021.
Non-controlling interests (if any), in the results
both continuing and discontinued operations; amounts related to discontinued operations are disclosed
2. MATERIAL ACCOUNTING POLICIES AND and equity of subsidiaries are shown separately
in Note no 49.
KEY ACCOUNTING ESTIMATES AND in the consolidated statement of profit and loss,
The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Indian JUDGEMENTS: consolidated balance sheet, and consolidated
Accounting Standard (Ind AS-7) on 'Statement of Cash Flows'. statement of changes in equity respectively.
a) Basis of consolidation
This is the Consolidated Cash Flow Statement referred to in our report of even date II) Joint arrangement

Consolidated financial statements include
For and on behalf of the Board of Directors of results of the Company, its subsidiary and joint
Under Ind AS 111 Joint Arrangements,
Poonawalla Fincorp Limited venture. Consolidated financial statements are investments in joint arrangements are classified
For Walker Chandiok & Co LLP For Kirtane & Pandit LLP Amar Deshpande Abhay Bhutada prepared as set out below: as either joint operations or joint ventures. The
Chartered Accountants Chartered Accountants Director Managing Director classification depends on the contractual rights
Firm Registration No:001076N/ Firm Registration No:105215W/ (DIN : 07425556) (DIN : 03330542) Country of Consolidated
Name of the Company
incorporation as and obligations of each investor, rather than the
N500013 W100057
Grihum Housing India Subsidiary legal structure of the joint arrangement. The
Khushroo B. Panthaky Sandeep D. Welling Shabnum Zaman Sanjay Miranka group has only joint ventures.
Finance Limited (GHFL),
(Formerly Poonawalla
Housing Finance Joint ventures
Place: Pune Place : Pune Place : Pune Place : Pune Limited)

Interests in joint ventures are accounted
Jaguar Advisory India Joint
Services Private Limited venture
for using the equity method, after initially
(JASPL) being recognized at cost in the consolidated
financial statements.
I) Subsidiary
Equity method
Subsidiaries are all entities (including structured
entities) over which the group has control. The Under the equity method of accounting, the
group controls an entity when the group is investments are initially recognized at cost and
exposed to, or has rights to, variable returns adjusted thereafter to recognize the group’s
from its involvement with the entity and has the share of the post-acquisition profits or losses of
ability to affect those returns through its power the investee in profit and loss, and the group’s
to direct the relevant activities of the entity. share of other comprehensive income of the
Subsidiaries are consolidated from the date investee in other comprehensive income.
on which control is transferred to the group. Dividends received or receivable from associates
They are deconsolidated from the date that and joint ventures are recognized as a reduction
control ceases. in the carrying amount of the investment.

When the group’s share of losses in an equity- denominated in crores and rounded off
Estimates and underlying assumptions III. The calculation of the effective interest rate
accounted investment equals or exceeds to the nearest two decimal, except when are reviewed on an ongoing basis. includes transaction costs and fees paid
its interest in the entity, including any other otherwise indicated. Revisions to accounting estimates are or received that are an integral part of the
unsecured long-term receivables, the group recognized prospectively. effective interest rate. Transaction costs
does not recognize further losses, unless it has d) Historical cost convention include incremental costs that are directly
Key sources of estimation of uncertainty at the
incurred obligations or made payments on
The consolidated financial statements have attributable to the acquisition or issue of a
date of consolidated financial statements, which
behalf of the other entity. been prepared on a historical cost basis, except financial asset or financial liability.
may cause a material adjustment to the carrying
for the following material items:

Unrealized gains on transactions between the amount of assets and liabilities within the next IV. The ‘Amortized cost’ of a financial asset is
group and its associates and joint ventures • Certain financial assets at Fair value through financial year are included in the following notes: the amount at which the financial asset is
are eliminated to the extent of the group’s other comprehensive income (FVTOCI) measured on initial recognition minus the
Note 54 - impairment of financial
-
interest in these entities. Unrealized losses principal repayments, plus or minus the
• Financial instruments at Fair value through instruments: determining inputs into
are also eliminated unless the transaction cumulative amortization using the effective
profit and loss (FVTPL) that is measured at the Expected Credit Loss (ECL) model,
provides evidence of an impairment of the interest method of any difference between
fair value including incorporation of forward-looking
asset transferred. Accounting policies of equity that initial amount and the maturity
information and assumptions used in
accounted investees have been changed where • Net defined benefit (asset)/ liability - fair amount adjusted for any expected credit
estimating recoverable cash flows
necessary to ensure consistency with the policies value of plan assets less present value of loss allowance.
adopted by the group. defined benefit obligation Note 53 - determination of the fair value
-

V.
Income from direct assignment (sale)
of financial instruments with significant
b) Statement of compliance and basis of e) Measurement of fair values transactions represents the present value
unobservable inputs
preparation of excess interest spread receivable on de-
A number of Group’s accounting policies and
- Note 43 - measurement of defined benefit recognized assets computed by discounting
The consolidated financial statements (‘financial disclosures require the measurement of fair
obligations: key actuarial assumptions net cash flows from such assignment pools
statements’) for the year ended March 31, 2023 values, for both financial and non-financial
on the date of transactions.
have been prepared by the Group in accordance assets and liabilities. The Group has established Note 10 - recognition of deferred tax assets:
-
with Indian Accounting Standards (“Ind AS”) policies and procedures with respect to the availability of future taxable profit against VI.
Overdue interest and other charges are
notified by the Ministry of Corporate Affairs, measurement of fair values. Fair values are which carry-forward tax losses can be used. treated to accrue on realization, due to
Government of India under the Companies categorized into different levels in a fair value uncertainty of realization and is accounted
(Indian Accounting Standards) Rules, 2015 hierarchy based on the inputs used in the Judgements: for accordingly.
notified under Section 133 of the Companies valuation techniques as follows: Key areas of judgement at the date of

VII.
For revenue recognition from leasing
Act, 2013, (the ‘Act’) and other relevant provisions financial statements, which may cause
- Level 1: Quoted prices (unadjusted) in active transactions of the Group, refer Note 44
of the Act. a material adjustment to the carrying
markets for identical assets and liabilities. on Leases.
amount of assets and liabilities within

Further, the Group has complied with all
- Level 2: Inputs other than quoted prices the next financial year are included in the VIII. Income from collection and support services
the directions related to Implementation of
included in Level 1 that are observable following notes: is recognized over time as the services are
Indian Accounting Standards prescribed for
for the asset or liability, either directly rendered as per the terms of the contract.
Non-Banking Financial Companies (NBFCs) Classification
of financial assets:
or indirectly.
in accordance with the RBI notification Assessment of the business model within IX. Fair value changes from financial instrument
no. RBI/2019-20/170 DOR NBFC) CC.PD. - Level 3: Inputs for the asset or liability that which the assets are held for sale, held for measured at FVTPL are recognized in
No.109/22.10.106/2019-20 dated March 13, are not based on observable market data sale and maturity and held for maturity. revenue from operations basis their fair
2020. Any application guidance/ clarifications/ (unobservable inputs). valuation and provision.
directions issued by RBI or other regulators g) Revenue recognition
f) Significant areas of estimation uncertainty,
X.
Dividend is recognized when the right to
are implemented as and when they are I. Interest income from financial assets (assets
critical judgements and assumptions in receive the dividend is established.
issued/ applicable. on finance) is recognized on accrual basis
applying accounting policies using Effective Interest Rate (‘EIR’) method. XI. The Company recognizes revenue from
The Group consistently applies the following

In preparing these consolidated financial EIR is applied on future principal of amortized contracts with customers (other than
accounting policies to all periods presented in
statements, management has made judgements, cost of assets on finance. Interest income on financial assets to which Ind AS 109
these consolidated financial statements, unless
estimates and assumptions that affect the stage 3 assets is recognized on net basis, i.e., ‘Financial instruments’ is applicable)
otherwise stated.
application of accounting policies and the reported on non-credit impaired portion. based on a comprehensive assessment
These consolidated financial statements have amounts of assets and liabilities (including model as set out in Ind AS 115 ‘Revenue

II.
The EIR is the rate that exactly discounts
been approved by the Company’s Board of contingent liabilities and assets) as on the date from contracts with customers’. Revenue
the estimated future cash flows through the
Directors and authorized for issue on April of the consolidated financial statements and the is measured at the transaction price
expected life of the financial instrument to
29, 2024. reported income and expenses for the reporting allocated to the performance obligation in
the gross carrying amount of the financial
period. Management believes that the estimates accordance with Ind AS 115. The Company
c) Functional and Presentation currency asset. The interest income is recognized
used in the preparation of the consolidated identifies contract(s) with a customer
on EIR method on a time proportion

These financial statements are presented financial statements are prudent and reasonable. and its performance obligations under
basis applied on the carrying amount for
in Indian Rupees (INR), which is the Group’s Actual results may differ from these estimates. the contract, determines the transaction
financial assets including credit impaired
functional currency. All amounts have been
financial assets.

price and its allocation to the performance II) Classifications • It is held within a business model whose Equity instruments
obligations in the contract and recognizes objective is achieved by both collecting
An equity instrument is any contract that
Financial assets
revenue only on satisfactory completion of contractual cash flows and selling evidences a residual interest in the assets of an
performance obligations. On initial recognition, depending on the Group’s financial assets. entity after deducting all of its liabilities. Equity
business model for managing the financial assets
• The contractual terms of the financial asset instruments issued by the Group is recognized at
Other Income and its contractual cash flow characteristics, a
represent contractual cash flows that are the proceeds received, net of directly attributable
I.
Income from power generation financial asset is classified as measured at;
solely payments of principal and interest. transaction costs.
is recognized based on the unit’s - Amortized cost;
generated (point in time) as per Financial assets at Fair Value through Profit III) Subsequent measurement
the terms of the power purchase -
fair value through other comprehensive
and Loss (FVTPL) Amortized cost
arrangements with respective State income (FVTOCI); or
Any financial instrument, which does not meet Amortized cost is the amount at which the
Electricity Boards. - fair value through profit and loss (FVTPL). the criteria for categorization as at amortized financial asset or financial liability is measured
II. All other items of income are accounted Financial assets are not reclassified subsequent cost or as FVOCI, is classified as at FVTPL. at initial recognition minus the principal
for on accrual basis. to their initial recognition, except if and in the repayments, plus or minus the cumulative
Re-classification from Amortized Cost to
period the Group changes its business model for amortization using the EIR method of discount
h) Finance Costs FVOCI
managing financial assets. or premium on acquisition and fees or costs that

Finance costs include interest expense If there are multiple sale transaction of portfolios are an integral part of the EIR and, for financial
computed by applying the effective interest rate
The classification depends on the entity’s exceeding the prescribed threshold except as assets, adjusted for any loss allowance.
on respective financial instruments measured at business model for managing the financial assets allowed under Ind AS 109 i.e. for stress case
Amortized cost. Financial instruments include and the contractual terms of the cash flows. scenarios, and the management estimates that FVTPL
bank term loans, non-convertible debentures, the Group may continue to sell down the loan These assets are subsequently measured at
Business model Assessment
commercial papers, subordinated debts, assets for the purpose of meeting other business fair value. Net gains and losses, including any
perpetual debts and exchange differences
The Group’s makes an assessment of the objectives then such part of the loan assets (if interest or dividend income, are recognized in
arising from foreign currency borrowings to objective of the business model in which a specifically identified) shall be re-classified to the statement of profit or loss. The transaction
the extent they are regarded as an adjustment financial asset is held at a portfolio level because FVOCI from Amortized Cost category. costs and fees are also recorded related to these
to the interest cost. Interest expense on lease this best reflects the way the business is managed
instruments in the statement of profit and loss.
liabilities computed by applying the Group’s and information is provided to management. Re-classification from FVOCI to Amortized
notional borrowing rate and has been included Cost FVTOCI
At initial recognition of a financial asset, the
under finance costs. It also includes discounting Group determines whether newly recognized If considerable time period has elapsed since Financial assets that are held within a business
charges paid for securitization transactions financial assets are part of an existing business the past sale transaction and the management model whose objective is achieved by both,
entered under ‘pass-through’ arrangement. model or whether they reflect a new business estimates that there is a very limited probability selling financial assets and collecting contractual
model. The frequency, volume and timing of sales of selling down the portfolio in future, other cash flows that are solely payments of principal
i) Financial instruments than stressed portfolio or other exceptions as
of financial asset in prior periods, the reason for and interest, are subsequently measured at fair
I) Initial recognition and measurement such sales and expectations about future sales allowed under Ind AS 109, then such portfolio value through other comprehensive income.
activity are important determining factors of the can be re-classified from FVOCI to Amortized Fair value movements are recognized in the

Financial assets and financial liabilities are
business model. The Group reassess its business Cost category. other comprehensive income (OCI). Interest
recognized when the Group becomes a party to
the contractual provisions of the instruments. models each reporting period to determine income measured using the EIR method and
Equity Investments
whether the business models have changed impairment losses, if any are recognized in the

Financial assets and financial liabilities are since the preceding period.
All equity investments other than equity statement of Profit and Loss. On derecognition,
initially measured at fair value. Transaction costs investments in subsidiaries, associates and joint cumulative gain or loss previously recognized
and revenue that are directly attributable to Financial instruments at Amortized Cost ventures are measured at FVTPL. These include in OCI is reclassified from the equity to ‘other
the acquisition or issue of financial assets and A financial asset is measured at amortized cost all equity investments in scope of Ind AS 109. income’ in the statement of Profit and Loss.
financial liabilities (other than financial assets only if both of the following conditions are met:
and financial liabilities at fair value through profit Financial liabilities and equity instruments IV) De-recognition of financial assets and
or loss) are added to or deducted from the fair • It is held within a business model whose Debt and equity instruments issued by the Group financial liabilities
value of the financial assets or financial liabilities, objective is to hold assets in order to collect are classified as either financial liabilities or as
contractual cash flows. Financial assets
as appropriate, on initial recognition. equity in accordance with the substance of the
contractual arrangements and the definitions of A financial asset (or, where applicable, a part

Transaction costs and revenues of financial • The contractual terms of the financial asset
a financial liability and an equity instrument. of a financial asset or part of a group of similar
assets or financial liabilities carried at fair value represent contractual cash flows that are
financial assets) is primarily de-recognized (i.e.
through the profit or loss account are recognized solely payments of principal and interest.
Financial liabilities are classified, at initial removed from the Group’s balance sheet) when:
immediately in the Statement of Profit or Loss. recognition, as financial liabilities at amortized
Financial assets at Fair Value through Other • The rights to receive cash flows from the
Trade Receivables are measured at transaction cost or fair value through profit or loss,
Comprehensive Income (‘FVTOCI’) asset have expired, or
price. Trade receivables and debt securities as appropriate.
issued are initially recognized when they A financial asset is measured at FVTOCI only if
are originated. both of the following conditions are met:

• The Group has transferred its rights to receive V) Offsetting of financial instruments Financial assets are fully provided for or written sale of the non-current asset is recognized at the
cash flows from the asset or has assumed Financial assets and financial liabilities are offset off (either partially or in full) when there is no date of de-recognition.
an obligation to pay the received cash and the net amount is reported in the balance reasonable expectation of recovering a financial

Non-current assets are not depreciated or
flows in full without material delay to a third sheet when the Group has a legally enforceable asset in its entirety or a portion thereof.
amortized while they are classified as held for
party under a ‘pass-through’ arrangement; right to offset the recognized amounts and there However, financial assets that are written off sale. Interest and other expenses attributable
and either (a) the Group has transferred is an intention to settle on a net basis or realize could still be subject to enforcement activities to the liabilities of a disposal group classified as
substantially all the risks and rewards of the asset and settle the liability simultaneously. under the Group’s recovery procedures, taking held for sale continue to be recognized.
the asset, or (b) the Group has neither
into account legal advice where appropriate. Any
transferred nor retained substantially all VI) Impairment of Financial Assets Non-current assets classified as held for sale are
recoveries made are credited to impairment loss
the risks and rewards of the asset, but has
The Group recognizes loss allowances for presented separately from the other assets in the
on actual realization from customer.
transferred control of the asset Expected Credit Loss (ECL) on all the financial balance sheet. The liabilities of a disposal group
assets that are not measured at FVTPL: Impairment losses and releases are accounted classified as held for sale are presented separately
When the Group has transferred its rights to
for and disclosed separately from modification from other liabilities in the balance sheet.
receive cash flows from an asset or has entered ECL are probability weighted estimate of future losses or gains that are accounted for as an
into a pass-through arrangement, it evaluates credit losses based on the staging of the financial A discontinued operations is a component of the
adjustment of the financial asset’s gross
if and to what extent it has retained the risks asset to reflect its credit risk. They are measured entity that has been disposed of or is classified
carrying value.
and rewards of ownership. When it has neither as follows: as held for sale and that represents a separate
transferred nor retained substantially all of the For more details, refer Note 54. major line of business or geographical area
risks and rewards of the asset, nor transferred Stage 1: Financial assets that are not credit
• of operations, is a part of a single coordinated
control of the asset, the Group continues to impaired – as the present value of all cash Presentation of ECL allowance for financial plan to dispose of such line of business or area
recognize the transferred asset to the extent of shortfalls that are possible within 12 months asset: of business of operations, or is a subsidiary
the Group’s continuing involvement. The Group after the reporting date. ECL allowance for financial asset measured at acquired exclusively with a view of resale. The
continues to recognize the assets on finance on Stage 2: Financial assets with significant
• amortized cost or FVOCI is shown as a deduction results of discontinued operations are presented
books which has been securitized under pass increase in credit risk but not credit impaired from the gross carrying amount of the assets. separately in the statement of profit and loss.
through arrangement and does not meet the – as the present value of all cash shortfalls
de-recognition criteria. Modification of financial assets k) Subsequent events
that result from all possible default events
over the expected life of the financial asset. A modification of a financial asset occurs when The Group evaluates all transactions and events

On de-recognition of a financial asset, the
the contractual terms governing the cash flows that occur after the balance sheet date but
difference between the carrying amount of the Stage 3: Financial assets that are credit
• of a financial asset are renegotiated or otherwise before the financial statements are issued.
asset (or the carrying amount allocated to the impaired – as the difference between the modified between initial recognition and Based upon the evaluation, the Group did not
portion of the asset de-recognized) and the gross carrying amount and the present maturity of the financial asset. A modification identify any recognized or non-recognized
sum of the consideration received (including the value of estimated cash flows. affects the amount and/or timing of the subsequent events that would have required
value of any new asset obtained less any new
The Group’s policy for determining significant contractual cash flows either immediately or at adjustment or disclosure in the consolidated
liability assumed) is transferred to statement of
increase in credit risk is set out in Note 54. a future date. financial statements, except as disclosed.
Profit or loss.
The Group has established a policy to perform j) Non-current assets held for sale and l) Leases
an assessment, at the end of each reporting discontinued operations

The Group de-recognizes a financial liability I) The Group as lessor
period, of whether a financial instrument’s Non-current assets are classified as held for
when its contractual obligations are discharged, credit risk has increased significantly since initial Leases are classified as finance leases whenever
sale if their carrying amount will be recovered
cancelled or expired. The difference between recognition, by considering the change in the the terms of the lease transfer substantially all
principally through a sale transaction rather than
the carrying amount of the financial liability risk of default occurring over the remaining life the risks and rewards of ownership to the lessee.
through continuing use and a sale is considered
derecognized and the consideration paid and of the financial instrument. All other leases are classified as operating leases.
highly probable. They are measured at the lower
payable is recognized in profit or loss.
Management overlay is used to estimate the ECL of their carrying amount and fair value less costs Amounts due from lessees under finance leases
Securitization and Assignment allowance in circumstances where management to sell, except for assets such as deferred tax are recognized as receivables at the amount of
believes that the existing inputs, assumptions assets, assets arising from employee benefits, the Group’s net investment in the leases. Finance
In case of transfer of loans through securitization
and model techniques do not factor the related financial assets and contractual rights under lease income is allocated to accounting periods
anddirectassignmenttransactions,thetransferred
exception scenario or captures all the risk factors insurance contracts, which are specifically so as to reflect a constant periodic rate of return
loans are de-recognized and gains/losses
relevant to the Group’s lending portfolios. exempt from this requirement. on the Group’s net investment outstanding in
are accounted for, only if the Group transfers
respect of the leases.
substantially all risks and rewards specified in the To mitigate the credit risk on financial assets, the An impairment loss is recognized for any initial or
underlying assigned loan contract. Group seeks to use collateral, where possible as subsequent write-down of the asset to fair value
Rental income from operating leases is
per the powers conferred on the Non-Banking less costs to sell. A gain is recognized for any recognized on a straight-line basis over the lease
In accordance with the Ind AS 109, on de-
Finance Companies under the Securitization subsequent increases in fair value less costs to term. In certain lease arrangements, variable
recognition of a financial asset under assigned
and Reconstruction of Financial Assets and sell of an asset, but not in excess of any cumulative rental charges are also recognized over and
transactions, the difference between the
Enforcement of Securities Interest Act, 2002 impairment loss previously recognized. A gain or above minimum commitment charges based on
carrying amount and the consideration received
(“SARFAESI”). loss not previously recognized by the date of the usage pattern.
are recognized in the Statement of Profit
and Loss.

II) The Group as lessee reassessment or modification, or if there scheme, are expensed as the related service is accumulating and non-accumulating in nature.
are changes in the in-substance fixed provided and recognized as personnel expenses The expected cost of accumulating compensated
i) Right of use assets and Lease liability
payments. When the lease liability is re- in statement of profit or loss. absences is determined by actuarial valuation
The Group assesses whether a contract is or measured, the corresponding adjustment based on the additional amount expected to be
contains a lease, at inception of a contract. A is reflected in the right-of-use asset or is Defined benefit plans paid as a result of the unused entitlement that
contract is, or contains, a lease if it conveys the recorded in statement of profit or loss if the has accumulated at the balance sheet date. The
Gratuity
right to control the use of an identified asset carrying amount of the right-of-use asset expenses and actuarial gain / loss on account
for a period in exchange for consideration. To
The Group’s gratuity benefit scheme is a
has been reduced to zero. of the above benefit plans are recognized in
assess whether a contract conveys the right defined benefit plan. The Group’s net obligation
the Statement of Profit and Loss on the basis of
to control the use of an identified asset, the Presentation in respect of the gratuity benefit scheme is
actuarial valuation.
Group assesses whether: calculated by estimating the amount of future
Lease liability and Right of Use assets have
benefit that employees have earned in return for IV) Share-based payment arrangements -
a)
the contract involves the use of an been separately presented in the balance
their service in the current and prior periods; that Employee Stock Options
identified asset; sheet and lease payments have been
benefit is discounted to determine its present
classified as financing cash flows.
Equity-settled share-based payments to
b) the Group has substantially all the economic value, and the fair value of any plan assets, if any,
employees are measured at the fair value of the
benefits from use of the asset through the The Group has elected to account for leases is deducted.
equity instruments at the grant date. The fair
period of the lease; and of low-value assets using the practical
The present value of the obligation under such value determined at the grant date of the equity-
expedients. Instead of recognizing a right-of-
c) the Group has the right to direct the use of defined benefit plan is determined based on settled share-based payments is expensed on a
use asset and lease liability, the payments in
the asset. actuarial valuation using the Projected Accrued straight-line basis over the vesting period, based
relation to these leases are recognized as an
Benefit Method (same as Projected Unit Credit on the Group’s estimate of equity instruments
expense in the Statement of profit and loss
Recognition and initial measurement Method), which recognizes each period of service that will eventually vest, with a corresponding
on a straight-line basis over the lease term.
At the lease commencement date, the as giving rise to additional unit of employee increase in other equity.
Group recognizes a right-of-use (“RoU”) asset ii) De-recognition benefit entitlement and measures each unit
In case, the group modifies the terms and
and equivalent amount of lease liability. The separately to build up the final obligation.
An item of right to use assets and lease condition on which the equity instruments
right-of-use asset is measured at cost, which liability is de-recognized upon termination The obligation is measured at the present value were granted in a manner that is beneficial
is made up of the initial measurement of of lease agreement. Any difference between of the estimated future cash flows. The discount to the employees, the incremental cost will
the lease liability, any initial direct costs the carrying amount of right to use asset rates used for determining the present value be recognized over the period starting from
incurred by the Group, an estimate of any and lease liability is recognized in statement of the obligation under defined benefit plan, the modification date till the date of vesting
costs to dismantle and remove the asset at of profit or loss. are based on the market yields on Government if the modification occurs during the vesting
the end of the lease (if any), and any lease securities as at the balance sheet date. When period. In case, modification occurs after the
payments made in advance of the lease m) Employee Benefits the calculation results in a potential asset for vesting period, the incremental cost will be
commencement date (net of any incentives the Group, the recognized asset is limited to the recognized immediately.
I) Short term employee benefits
received). present value of economic benefits available in
Short term employee benefits are expensed V) Treasury Shares
the form of any future refunds from the plan or
Subsequent measurement as the related service is provided. A liability is
reductions in future contribution to the plan. The Company has created an ESOP Trust (the

The Group depreciates the right-of-use recognized for the amount expected to be paid
‘Trust) for providing share-based payment to
assets on a straight-line basis from the if the Group has a present legal or constructive The change in defined benefit plan liability is
its employees. The Company uses the Trust as
lease commencement date to the earlier obligation to pay this amount as a result of split into changes arising out of service, interest
a vehicle for distributing shares to employees
of the end of the useful life of the right-of- past service provided by the employee and cost and re-measurements and the change
under the Employee Stock Option Scheme. The
use asset or the end of the lease term. The the obligation can be estimated reliably. This in defined benefit plan asset is split between
Trust purchase shares of the Company from
Group also assesses the right-of-use asset includes performance linked incentives. Short interest income and re-measurements. Changes
the market, for giving shares to employees. The
for impairment when such indicators exist. term employee obligations are measured at due to service cost and net interest cost / income
Company treats Trust as its extension and the
undiscounted basis. is recognized in the statement of profit and
At the lease commencement date, the standalone financial statements includes the
loss. Re-measurements of net defined benefit
Group measures the lease liability at II) Post-employment benefits financial statements of Trust. The shares held by
liability / (asset) which comprise of the below are
the present value of the lease payments the Trust are treated as treasury shares.
Defined contribution plans recognized in other comprehensive income:
unpaid at that date, discounted using the Own equity instruments that are re-acquired
interest rate implicit in the lease if that
A defined contribution plan is a post – • Actuarial gains and losses:
(treasury shares) are recognized at cost and
rate is readily available or the notional employment benefit plan under which an entity
•
The return on plan assets, excluding deducted from other equity. No gain or loss is
borrowing rate. Lease payments included pays fixed contributions into a separate entity
amounts included in net interest on the net recognized in the Statement of Profit and Loss
in the measurement of the lease liability and will have no legal or constructive obligations
defined benefit liability / (asset). on the purchase, sale, issue or cancellation of
are made up of fixed payments (including to pay further amounts.
the company’s own equity instruments. Share
in substance fixed payments). Subsequent III) Other long term employee benefits options exercised during the reporting period
Provident Fund
to initial measurement, the liability will be are settled with treasury shares.
Contributions paid / payable to the recognized Compensated absences
reduced for payments made and increased
for interest. It is re-measured to reflect any provident fund, which is a defined contribution
The employees of the Group are entitled
to compensated absences which are both

n) Income Taxes Deferred tax is measured at the tax rates that are Depreciation and amortization expense PPE or investment property is determined as the
expected to be applied to temporary differences
Depreciation on PPE is provided using the difference between the sales proceeds and the
Income-tax expense comprises of current tax
when they reverse, using tax rates enacted or straight-line method at the rates specified in carrying amount of the asset and is recognized
(i.e. amount of tax for the period determined
substantively enacted at the reporting date. Schedule II of the Act. Depreciation is calculated in statement of profit or loss.
in accordance with the income tax law) and
deferred tax charge or credit (reflecting the tax The measurement of deferred tax reflects the on a pro-rata basis from the date of installation
Capital work-in-progress
effects of temporary differences between tax tax consequences that would follow from the till the date the assets are sold or disposed.
PPE not ready for the intended use on the date of
base and book base). It is recognized in profit manner in which the Group expects, at the Sl. No. Item Life (in Years) the balance sheet are disclosed as “capital work-
or loss except to the extent that it relates to reporting date, to recover or settle the carrying
1 Buildings 60 in-progress” and carried at cost, comprising
a business combination, or items recognized amount of its assets and liabilities.
2 Windmills 22 direct cost, related incidental expenses and
directly in equity or in OCI.
Deferred tax assets and liabilities are offset only 3 Furniture and Fixtures 10 attributable interest.
I) Current tax if the Group: 4 Electrical Installations and 10
Equipment p) Intangible assets
Current tax is measured at the amount expected -
has a legally enforceable right to set
5 Vehicles 8
to be paid in respect of taxable income for the off current tax assets against current Recognition and measurement
6 Office Equipment 5
year in accordance with the Income Tax Act, tax liabilities; Intangible assets with finite useful lives that
7 Server 6
1961. Current tax comprises the tax payable are acquired separately are capitalized and
and 8 Network 6
on the taxable income or loss for the year and carried at cost less accumulated amortization
9 Printer 3
any adjustment to the tax payable in respect - the deferred tax assets and the deferred tax and impairment losses, if any. Cost includes
10 Tablet 3
of previous years. It is measured using tax liabilities relate to income taxes levied by the non-refundable taxes, duties, freight and other
rates enacted or substantively enacted at the same taxation authority. Freehold land is not depreciated. incidental expenses related to the acquisition and
reporting date. installation of the respective assets. Intangible
o)
Property, plant and equipment and Leasehold improvements are amortized over the assets are recognized when it is probable that the
The amount of current tax reflects the best Investment property underlying lease term on a straight-line basis. future economic benefits that are attributable to
estimate of the tax amount expected to be paid
Recognition and measurement Depreciation on vehicles given on operating the asset will flow to the Group.
after considering the uncertainty, if any, related
to income taxes. Property, plant and equipment (PPE) held for lease is provided on straight line method at Expenditure on internally developed software is
use or for administrative purposes, are stated rates based on tenure of the underlying lease recognized as an asset when the Group is able to
Current tax assets and liabilities are offset only if, contracts not exceeding 8 years.
in the balance sheet at cost less accumulated demonstrate that the product is technically and
the Group:
depreciation and accumulated impairment For the following class of assets, based on internal commercially feasible, its intention and ability to
- has a legally enforceable right to set off the losses. The cost includes non-refundable taxes, assessment, the management believes that complete the development and use the software
recognized amounts; and duties, freight and other incidental expenses the useful lives as given below best represent in a manner that will generate future economic
related to the acquisition and installation the period over which management expects benefits, and that it can reliably measure the
-
intends either to settle on a net basis,
of the respective assets. PPE is recognized to use these assets. Hence the useful life for costs to complete the development.
or to realize the asset and settle the
when it is probable that future economic these assets is different from the useful lives as
liability simultaneously. The capitalized costs of internally developed
benefits associated with the item will flow to prescribed under Part C of Schedule II of the Act: software include all costs directly attributable
II) Deferred tax the Group. Subsequent expenditure on PPE
Desktop, scanner and UPS 6 years to developing the software and capitalized
after its purchase is capitalized if it is probable

Deferred tax is recognized in respect of borrowing costs and are amortized over its
that the future economic benefits will flow to Laptops / Handheld Device 4 years
temporary differences between the carrying useful life.
the enterprise.
amounts of assets and liabilities for financial Leasehold improvements 10 years
reporting purposes and the amounts used for
Properties in the course of construction Amortization
taxation purposes. for production, supply or administrative The estimated useful lives, residual values and Amortization of intangible assets is done on a
purposes are carried at cost, less accumulated depreciation method are reviewed at the end straight-line basis over their estimated useful

Deferred tax assets are reviewed at each of each reporting period, with the effect of
depreciations and recognized impairment loss. lives. The estimated useful life and amortization
reporting date and based on management’s any changes in estimate accounted for on a
Such properties are classified to the appropriate method are reviewed at the end of each reporting
judgement, are reduced to the extent that it is no prospective basis.
categories of property, plant and equipment period, with the effect of any changes in estimate
longer probable that the related tax benefit will
when completed and ready for intended use. When significant parts of an item of PPE have being accounted for on a prospective basis.
be realized; such reductions are reversed when
Depreciation of these assets, on the same basis different useful lives, they are accounted for as
the probability of future taxable profits improves. De-recognition
as other property assets, commences when the separate items (major components) of PPE.
Unrecognized deferred tax assets are reassessed assets are ready for their intended use. An intangible asset is de-recognized on disposal,
at each reporting date and recognized to the De-recognition or when no future economic benefits are
Investment Property consists of building let out
extent that it has become probable that future An item of PPE or investment property is de- expected from use or disposal. Gains or losses
to earn rentals. The Group follows cost model for
taxable profits will be available against which recognized upon disposal or when no future arising from de-recognition of an intangible
measurement of investment property.
they can be used. economic benefits are expected to arise from asset, measured as the difference between the
the continued use of the asset. Any gain or loss net disposal proceeds and the carrying amount
arising on the disposal or retirement of an item of of the asset, is recognized in statement of profit
or loss when the asset is de-recognized.

Intangible assets under development end of the reporting period. The discount rate known amounts of cash and which are subject number of shares outstanding during the year.
Intangible assets not ready for the intended use used to determine the present value is a pre-tax to an insignificant risk of changes in value, and Partly paid-up equity share, if any, is included as
on the date of Balance Sheet are disclosed as rate that reflects current market assessments of bank overdrafts. fully paid equivalent according to the fraction
“Intangible assets under development”. the time value of money and the risks specific to paid up.
the liability. The increase in the provision due to v) Cash flow statement
Diluted earnings per equity share has been
q) Impairment of non-financial assets the passage of time is recognized as finance cost.
Cash flows are reported using the indirect
computed using the weighted average number
The Group’s non – financial assets including Provisions, contingent liabilities and contingent method, whereby net profit before tax is
of shares and dilutive potential shares, except
deferred tax is assessed at each balance sheet assets are reviewed at each balance sheet date. adjusted for the effects of transactions of non-
where the result would be anti-dilutive.
date whether there is any indication that an cash future, any deferrals, or accruals of past
I) Onerous contracts or future operating cash receipts or payments
asset may be impaired. If any such indication y) Dividend
exists, the Group estimates the recoverable A contract is considered as onerous when the and item of expenses associated with investing
Interim dividend declared to equity shareholders,
amount of the asset. If such recoverable amount expected economic benefits to be derived by or financing cash flows. The cash flows from
if any, is recognized as liability in the period
of the asset or the recoverable amount of the the Group from the contract are lower than operating, investing and financing activities of
in which the said dividend is declared by the
cash generating unit to which the asset belongs the unavoidable cost of meeting its obligations the Group are segregated.
Board of Directors. Final dividend declared,
is less than its carrying amount, the carrying under the contract. The provision for an onerous
w) Operating segments if any, is recognized in the period in which the
amount is reduced to its recoverable amount. contract is measured at the lower of the
said dividend is approved by the Shareholders.
The reduction is treated as an impairment loss expected cost of terminating the contract and Operating segments are reported in a manner
Dividend payable is recognized directly in
and is recognized in the statement of profit the expected net cost of continuing with the consistent with the internal reporting provided
other equity.
and loss. If at the balance sheet date there is an contract. Before a provision is established, the to the Chief Operating Decision Maker (CODM) of
indication that a previously assessed impairment Group recognizes any impairment loss on the the Group. The CODM is responsible for allocating z) Recent pronouncements
loss no longer exists, the recoverable amount assets associated with that contract. resources and assessing performance of the
Ministry of Corporate Affairs (“MCA”) notifies
is reassessed and the asset is reflected at the operating segments of the Group. Refer note 58
II) Contingencies related to claims, litigation, etc. new standards or amendments to the existing
recoverable amount subject to a maximum for details on segment information presented.
standards under Companies (Indian Accounting
of depreciated historical cost. A reversal of an Provision in respect of loss contingencies relating
x) Earnings per equity share Standards) Rules as issued from time to time.
impairment loss is recognized immediately in to claims, litigation, assessment, fines, penalties,
For the year ended March 31, 2024, MCA has
the statement of profit or loss. Goodwill is tested etc. are recognized when it is probable that a
Basic earnings per equity share has been
not notified any new standards or amendments
annually for impairment. liability has been incurred, and the amount can computed by dividing net income attributable to
to the existing standards not yet effective and
be estimated reliably. Provisions are reviewed ordinary equity holders by the weighted average
applicable to the Company.
r) Foreign Currency Transactions at each balance sheet date and adjusted to
Transactions in currencies other than Group’s reflect the current best estimate. If it is no longer
operational currency are recorded on initial probable that the outflow of resources would be
recognition using the exchange rates prevailing required to settle the obligation, the provision
on the date of the transaction. The foreign is reversed.
currency borrowing being a monetary liability
t) Contingent liabilities and contingent
is restated to INR (being the functional
assets
currency of the Group) at the prevailing rates of
exchange at the end of every reporting period A contingent liability exists when there is a
with the corresponding exchange gain/ loss possible but not probable obligation, or a
being recognized in statement of profit or loss. present obligation that may, but probably will
Exchange differences that arise on settlement not, require an outflow of resources, or a present
of monetary items or on reporting of monetary obligation whose amount cannot be estimated
items at each balance sheet date at the closing reliably. Contingent liabilities do not warrant
spot rate are recognized in the statement of provisions but are disclosed unless the possibility
profit or loss in the period in which they arise. of outflow of resources is remote.

Contingent assets are disclosed in the
s) Provisions and contingencies related to
consolidated financial statements where an
claims, litigation, etc.
inflow of economic benefits is probable.
A provision is recognized if, as a result of a past
event, the Group has a present obligation (legal u) Cash and cash equivalents
or constructive) that can be estimated reliably, For the purpose of presentation in the statement
and it is probable that an outflow of economic of cash flows, cash and cash equivalents includes
benefits will be required to settle the obligation. cash on hand, deposits held at call with financial
Provisions are measured at the present value of institutions, other short-term, highly liquid
management’s best estimate of the expenditure investments with original maturities of three
required to settle the present obligation at the months or less that are readily convertible to

3. CASH AND CASH EQUIVALENTS 5. RECEIVABLES (CONTD.)
Particulars
As at As at Trade receivables ageing schedule as at March 31, 2023
March 31, 2024 March 31, 2023
Cash on hand 0.28 1.96
Particulars receivables – Receivables – Total
Balances with banks : considered good considered good
In current accounts 254.90 599.33 Less than 6 months 18.31 - 18.31

In deposits with original maturity of less than 3 months - 0.09 6 months - 1 year 0.32 - 0.32
255.18 601.38 1-2 years 0.01 - 0.01
2- 3 years - - -
4. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS More than 3 years - - -
As at As at Total 18.64 - 18.64
Particulars
March 31, 2024 March 31, 2023
Less: Impairment loss allowance - - -
Bank balances other than cash and cash equivalents
In deposits with original maturity of more than 3 months 5.80 3.20
Earmarked balances with banks 6. LOANS (AT AMORTISED COST)

Unclaimed dividend on equity shares 0.30 0.23 As at As at
Particulars
Towards bank guarantees and others 7.26 11.33 March 31, 2024 March 31, 2023
Towards cash collateral - securitisation - 41.29 (A) (i) Term loans 22,881.95 15,242.24
13.36 56.05 (ii) Leasing 163.43 257.46

Total (A) - Gross 23,045.38 15,499.70
5. RECEIVABLES Less: Impairment loss allowance 998.97 281.17
As at As at Total (A) - Net 22,046.41 15,218.53
Particulars
March 31, 2024 March 31, 2023
(i) Trade receivables
(B) (i) Secured by tangible assets * 11,129.55 7,156.82
(ii) Covered by bank/government guarantees # 93.38 461.87
Less: Impairment loss allowance (12.50) -
(iii) Unsecured 11,822.45 7,881.01
22.39 18.64
Total (B) - Gross 23,045.38 15,499.70
(ii) Other receivables
Total (B) - Net 22,046.41 15,218.53
Less: Impairment loss allowance - -
6.27 2.03
(C) Loans in India
28.66 20.67
(i) Public sector - -
There are no dues by directors or other officers of the Company or any firms or private Companies in which any (ii) Others 23,045.38 15,499.70
director is a partner, a director or a member. Total (C) - Gross 23,045.38 15,499.70
Trade receivables ageing schedule as at March 31, 2024 Total (C) - Net 22,046.41 15,218.53
Particulars receivables – Receivables – Total * Secured by underlying assets financed
considered good considered good # 1) Loans amounting to ₹ 67.89 crores are covered under Emergency Credit Line Guarantee Scheme for NBFCs administered
Less than 6 months 17.76 - 17.76 by NCGTC under aegis of SIDBI for credit facilities extended to eligible borrowers in Micro and Small Industries. (March 31,
6 months - 1 year 17.13 - 17.13 2023: ₹ 179.53 crores)
1-2 years - - - 2) Loans amounting to ₹ 25.49 crores are covered under Credit Guarantee Scheme for NBFCs administered by CGTMSE under
aegis of SIDBI for credit facilities extended to eligible borrowers in Micro and Small Industries. (March 31, 2023: ₹ 282.34
2- 3 years - - -
crores)
More than 3 years - - -
Refer Note 54, for movement in the gross carrying amount in respect of loans and corresponding ECL allowances.
Total 34.89 - 34.89
Less: Impairment loss allowance (12.50) - (12.50)

7 INVESTMENTS 8 OTHER FINANCIAL ASSETS

As at As at
As at March 31, 2024 Particulars
March 31, 2024 March 31, 2023
At Fair Value
At Fair Value Accrued interest 4.28 3.50
through Other
Particulars Amortised Cost through Total
comprehensive
profit and loss
Advances recoverable 68.97 251.56
income
Receivable on assigned loans 110.51 22.50
A) Investments in :
Security deposits 9.55 8.79
Government Securities# 350.27 303.78 - 654.05
Advances to related parties # 7.21 6.55
Others (PTC securities) 16.30 - - 16.30
Others 58.06 71.27
Security receipts - - 207.98 207.98
Total – Gross (I) 366.57 303.78 207.98 878.33 Total (Gross) 258.58 364.17
Less: Allowance for impairment loss (II) - - - - Less: Impairment loss allowance (0.77) (0.25)
Total – Net (I)-(II) 366.57 303.78 207.98 878.33 257.81 363.92
# Refer Note 47 related party disclosure for detailed information.

B) Other details :
9. CURRENT TAX ASSETS (NET)
Total – Gross (I) 366.57 303.78 207.98 878.33 As at As at
Particulars
March 31, 2024 March 31, 2023
Advance tax (net) 171.70 114.39
Total – Net (I)-(II) 366.57 303.78 207.98 878.33
171.70 114.39
10. INCOME TAX

At Fair Value
At Fair Value
A. Income tax recognised in statement of profit or loss
through Other
Particulars Amortised Cost through Total Year ended Year ended
comprehensive Particulars
profit and loss March 31, 2024 March 31, 2023
income
A) Investments in : Current tax
Government Securities# - 268.37 - 268.37 Current tax 610.13 24.18
Others (PTC securities) 42.54 - - 42.54 Tax expense for earlier years (9.73) -
Security receipts - - 199.23 199.23 600.40 24.18
Total – Gross (I) 42.54 268.37 199.23 510.14 Deferred tax
Less: Allowance for impairment loss (II) - - - - Origination of temporary differences (117.74) 157.01
Total – Net (I)-(II) 42.54 268.37 199.23 510.14 (117.74) 157.01
Tax expense of continued operations 482.66 181.19
B) Other details : Tax expense of discontinued operations 10.52 38.97
Investments in India 42.54 268.37 199.23 510.14 Total tax expense 493.18 220.16
B. Income tax recognised in other comprehensive income
Total – Gross (I) 42.54 268.37 199.23 510.14
Less: Allowance for impairment loss (II) - - - - Year ended Year ended
Particulars
March 31, 2024 March 31, 2023
Total – Net (I)-(II) 42.54 268.37 199.23 510.14
Remeasurements of the defined benefit plans 0.21 (0.55)
# Investment in Government Securities includes ₹ 160.91 crores in T-bill and ₹ 350.27 crores in Repo instruments. (March 31, 2023
Debt instruments fair value through other comprehensive income 0.07 0.09
: ₹ 268.37 crores in T-bill)
0.28 (0.46)

10. INCOME TAX (CONTD.) 10. INCOME TAX (CONTD.)

C. Reconciliation of effective tax rate As at
Recognised in Recognised
As at
April 1, 2022 March 31, 2023
Particulars Deferred tax assets:
% Amount % Amount
Profit before tax 2,134.17 751.00 Impairment loss allowance 167.94 (75.38) - 92.56
Profit on which Company's domestic tax rate would 25.17% (174.80) 25.17% 743.61 Application of effective interest rate method on 24.53 18.59 - 43.12
be applied financial assets and financial liabilities
Profit on which Company's special tax rate would be 22.88% 2,308.97 22.88% 7.39 Provision for employee benefits 1.85 (0.01) - 1.84
applied Unabsorbed depreciation 52.40 (52.40) - -
Tax as per above 484.30 188.84 Business loss 25.12 (25.12) - -
Effect of: 274.49 (131.56) - 142.93
Non taxable income / tax incentives / disallowable 0.38% 8.09 (1.03)% (7.65) Deferred tax liabilities:
expenses
On written down value of property, plant and 4.11 (0.60) - 3.51
equipment
Effective tax rate 23.07% 492.39 24.13% 181.19 Loans 3.60 - - 3.60
Provisions relating to earlier years (0.46)% (9.73) - - EIS receivable 29.43 1.30 - 30.73
Income tax expense reported in the statement of 22.62% 482.66 24.13% 181.19 Investments (6.41) 6.41 - -
profit and loss
Gratuity (excess of plan assets over obligation) 0.99 (1.04) 0.55 0.50
Income tax expense reported in the statement of 25.01% 10.52 25.27% 38.97
profit and loss for discontinued operations Others (primarily other financial assets) 5.38 1.37 (0.09) 6.66
77.46 25.45 0.46 103.37
Net deferred tax assets 197.03 (157.01) (0.46) 39.56
D. Deferred tax assets (net)
Adjustment for discontinued operation 8.12
Recognised in Recognised Net deferred tax assets for continuing operation 47.68
As at As at
April 1, 2023 March 31, 2024
Deferred tax assets: E. Unused tax losses on which deferred tax is not created
Impairment loss allowance 92.56 183.17 - 275.73
Application of effective interest rate method on 43.12 16.79 - 59.91 Particulars
Amount Expiry on Amount Expiry on
financial assets and financial liabilities
Long term capital loss Assessment Year
Provision for employee benefits 1.84 0.07 - 1.91 - NA 48.74
Assessment Year 2022-2023 2030-2031
142.93 200.96 - 343.89
F. Uncertain tax positions
Deferred tax liabilities:
Refer Note 48 on contingent liabilities and commitment relating to income tax matter under dispute.
On written down value of property, plant and 3.51 (5.61) - (2.10)
equipment
Loans 3.60 (3.87) - (0.27)
EIS receivable 30.73 20.10 - 50.83
Gratuity (excess of plan assets over obligation) 0.50 0.32 0.21 1.03
Others (primarily other financial assets) 6.66 1.03 0.07 7.76
103.37 83.22 0.28 186.87
Net deferred tax assets 39.56 117.74 (0.28) 157.02
Adjustment for discontinued operation* 8.12 (1.72) - 6.40
Net deferred tax assets for continuing operation 47.68 163.42
* Adjustment of ₹ 1.72 crores for discontinued opreations considered in Exceptional items - Gain on disposal of shares of subsidiary.

322
11 INVESTMENT PROPERTY
Additions Additions
Investment property * 0.09 - - 0.09 0.01 0.01 - 0.02 0.07 0.08

Additions Additions
Investment property * 0.09 - - 0.09 0.01 0.00 - 0.01 0.08 0.08

Amounts recognised in profit or loss for investment property
Particulars
March 31, 2024 March 31, 2023
Rental Income 0.03 0.03
Depreciation 0.01 0.00
* Registration of title is pending.
Whether title deed holder is a

Reason for not being
promoter, director or relative of
Description of item of property Gross carrying Value Title deeds held in the name of Property held since held in the name of
promoter/ director or employee of
the Company
promoter / director
Investment property 0.09 Gouri Shankar Rajgharia and Om No July 15, 2004 Disputed
Prakash Rajgharia

12 PROPERTY, PLANT AND EQUIPMENT

Additions Additions
Owned Assets^
Land 0.30 - 0.30 - - - - - - 0.30
Buildings 2.83 - - 2.83 0.37 0.06 - 0.43 2.40 2.46
Wind mills 51.08 - 51.08 - 24.56 1.47 26.03 - - 26.52
Vehicles 1.35 - 0.83 0.52 0.69 0.11 0.46 0.34 0.18 0.66
Leasehold 10.50 0.01 6.74 3.77 8.29 0.36 5.76 2.89 0.88 2.21
improvements
Computers 29.85 0.79 3.81 26.83 16.07 5.84 3.76 18.15 8.68 13.78
Assets under Lease
Vehicles 96.03 - 22.39 73.64 29.92 18.38 14.29 34.01 39.63 66.11
Total 214.92 7.02 99.60 122.34 97.09 28.39 62.92 62.56 59.78 117.83

Additions Additions
April 01, 2022 / adjustments March 31, 2023 April 01, 2022 / adjustments# March 31, 2023 March 31, 2023 March 31, 2022
Owned Assets^
Land 0.30 - - 0.30 - - - - 0.30 0.30
Buildings 3.03 - 0.20 2.83 0.33 0.06 0.02 0.37 2.46 2.70
Company Overview
Wind mills 51.08 - - 51.08 20.47 4.09 - 24.56 26.52 30.61

Vehicles 1.67 - 0.32 1.35 0.65 0.19 0.15 0.69 0.66 1.02
Leasehold 15.75 0.59 5.84 10.50 11.20 2.67 5.58 8.29 2.21 4.55
improvements
Computers 30.95 1.36 2.46 29.85 11.80 6.57 2.30 16.07 13.78 19.15
Assets under Lease
Vehicles 50.04 49.76 3.77 96.03 4.42 19.75 (5.75) 29.92 66.11 45.62
Statutory Reports
Total 198.04 53.70 36.82 214.92 75.47 38.15 16.53 97.09 117.83 122.57
^ For details of movable / immovable property, plant and equipment hypothecated against borrowings, refer Note 20.
# Includes adjustment on account of discontinued operations.
323
324
13 INTANGIBLE ASSETS UNDER DEVELOPMENT

As at Deletions/ As at Deletions/ As at
Particulars Additions Additions
April 01, 2022 Write off March 31, 2023 Write off March 31, 2024
Intangible assets under 0.46 4.56 0.46 4.56 1.39 5.69 0.26
development


Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 0.26 - - - 0.26
0.26

Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 4.56 - - - 4.56
4.56
Refer note 48 (d) for capital commitment
14 GOODWILL
As at As at
Particulars
March 31, 2024 March 31, 2023
At cost, beginning of the year 14.30 14.30
Additions - -
Acquisitions - -
Disposals (14.30) -
Other adjustments - -
Total cost - 14.30
Accumulated impairment:
At beginning of the year - -
Disposals - -
Impairment/(reversal) of impairment - -
Other adjustments - -
Total impairment - -
Net carrying amount - 14.30
The company has disposed goodwill on account of sale of subsidiary during the current year.

15 OTHER INTANGIBLE ASSETS

Additions Additions
Computer software 34.76 9.94 19.27 25.43 20.51 5.46 17.54 8.43 17.00 14.25
Total 34.76 9.94 19.27 25.43 20.51 5.46 17.54 8.43 17.00 14.25

Additions Additions
April 01, 2022 / adjustments March 31, 2023 April 01, 2022 / adjustments# March 31, 2023 March 31, 2023 March 31, 2022
Computer software 43.90 10.12 19.26 34.76 24.60 12.56 16.65 20.51 14.25 19.30
Total 43.90 10.12 19.26 34.76 24.60 12.56 16.65 20.51 14.25 19.30
# During the previous year, intangible assets having book value of ₹ 7.25 crores which have been replaced with a new system, were written off. Refer note 41 - Exceptional items.
Company Overview
Statutory Reports

325
16 RIGHT OF USE ASSETS 19 PAYABLES

As at As at As at As at
Gross Block I) Trade payables
Opening Balance 99.99 63.93 i) total outstanding dues of micro enterprises and small enterprises* 0.02 0.05
Additions 86.96 71.76 ii) total outstanding dues of creditors other than micro enterprises and small 1.22 1.97
Reversal on disposal of assets (34.60) (35.70) enterprises
Adjustments (1.06) II) Other payables

-
Closing Balance 151.29 99.99 i) total outstanding dues of micro enterprises and small enterprises* - -
ii) total outstanding dues of creditors other than micro enterprises and small 2.13 -
enterprises
Accumulated amortisation
3.37 2.02
*The below information is required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, and
Amortisation charge for the year 25.46 18.24
has been determined to the extent such parties have been identified on the basis of information available with the Company. The
Deletions (16.46) (14.76) same has been relied upon by auditors.
As at As at
Particulars
March 31, 2024 March 31, 2023
Right of use assets* 117.35 75.05
a) Dues remaining unpaid to any supplier at the year end
* Refer Note 44 for disclosure related to leases. - Principal 0.02 0.05
- Interest on the above - -
17 OTHER NON-FINANCIAL ASSETS b) Interest paid in terms of Section 16 of the MSMED Act along with the amount of
As at As at payment made to the supplier beyond the appointed day during the year
Particulars
March 31, 2024 March 31, 2023 - Principal paid beyond the appointed date - -
Other advances - Interest paid in terms of Section 16 of the MSMED Act - -
- Prepaid expenses 15.43 8.90 c) Amount of interest due and payable for the period of delay on payments made - -
- Balances with government authorities 7.02 29.59 beyond the appointed day during the year
- Gratuity* (excess of plan assets over obligation) 3.78 1.67 d) Amount of interest accrued and remaining unpaid - -
Capital advances 0.64 0.15 e) Further interest due and payable even in the succeeding years, until such date - -
when the interest due as above are actually paid to the small enterprises
26.87 40.31
*Refer Note 43 for disclosure related to provisions for employee benefits.

18 ASSETS HELD FOR SALE
Less than More than
As at As at 1 year 3 years
Particulars
March 31, 2024 March 31, 2023 Undisputed dues - MSME 0.02 - - - 0.02
Investment in joint venture 50.70 50.70 Undisputed dues - Others 1.22 - - - 1.22
Disputed dues – MSME - - - - -
The Board of Directors and Shareholders of the Company in their respective meetings had approved sale of
its shareholding in joint venture Jaguar Advisory Services Private Limited (‘JASPL’) held on November 2, 2021 Disputed dues - Others - - - - -
and December 13, 2021. The Board has reaffirmed plan to sell it’s shareholding in JASPL in its meeting held on 1.24 - - - 1.24
April 29, 2024. The sale is subject to requisite regulatory approvals. Accordingly, in line with the requirements
of Ind AS 105 “Non-current assets Held for Sale”, such investment has been classified as assets held for sale.

Less than More than
1 year 3 years
Undisputed dues - MSME 0.00 - 0.00 - 0.00
Undisputed dues - Others 1.96 0.01 0.00 0.00 1.97
Disputed dues – MSME - 0.05 - - 0.05
1.96 0.06 0.00 0.00 2.02

20 DEBT SECURITIES 21 BORROWINGS (OTHER THAN DEBT SECURITIES)

(Measured at amortised cost - Secured) (Measured at amortised cost)
(A) Redeemable non-convertible debentures (refer note (a) and (b) below) 1,227.09 950.24 (A) a) Term loans - secured
Total 1,227.09 950.24 - from banks 5,834.43 5,356.75
(B) Debt securities in India 1,227.09 950.24 - from other parties 1,673.47 572.97
Total 1,227.09 950.24 b) Loans repayable on demand (cash credit facilities and working capital demand
loans) - secured
(a) Nature of security - from banks 3,560.57 3,469.68
Debentures issued under private placement are secured by First pari passu charge on the loan receivables c) Other loans
of the Company except; - Liability against securitisation - secured - 109.96
(i) 500 units alloted in April, 2017 issued are secured by mortgage of Company’s immovable property - Commercial paper - unsecured ^ 2,373.01 294.71
situated at Rajarhat, Kolkata in the state of West Bengal and are also secured against designated - Loan from Poonawalla Finance Private Limited (taken by PFL EWT) - 174.65 -
unsecured #
Loans assets;
Total 13,616.13 9,804.07
(ii) 3,500 units allotted in December, 2019 are only secured by hypothecated loan assets. (B) Borrowings in India 13,616.13 9,804.07
Debentures issued under public issue are secured by mortgage of Company’s immovable property Total 13,616.13 9,804.07
situated at Luz Church Road, Mylapore, Chennai and are also secured against designated loan assets. The
total asset cover is hundred percent or above of the principal amount of the said debentures. (a) Nature of security
i) Term Loans, Cash Credit facilities and Working Capital Demand Loans are secured by way of first pari
(b) Terms of repayment for secured redeemable non-convertible debentures * passu charge on the loan receivables of the company under Security Trustee Arrangement.
Number of Face Value Month of Month of As at As at ii) Loans against securitisation represents amounts received in respect of securitisation transactions
Interest rate
Debentures (In ₹) Allotment Redemption March 31, 2024 March 31, 2023 (net of repayments and investment therein) as these transactions do not meet the derecognition
500 1,000,000 Feb-17 Feb-24 9.00% - 49.77 criteria specified under Ind AS 109 - Financial Instruments.
500 1,000,000 Apr-17 Apr-24 9.00% 50.00 49.82
(b) Terms of repayment of term loans (secured)*
61,717 1,000 May-19 May-24 10.04% 6.16 6.15
778,150 1,000 May-19 May-24 10.50% 77.79 77.53 Interest rate range (p.a.) Amount
11,949 1,000 May-19 May-24 Zero coupon 1.19 1.19
2,500 1,000,000 Jul-22 Jul-24 7.60% 250.00 249.98
Half yearly installments
500 1,000,000 Sep-22 Oct-24 Zero coupon 49.99 49.98
0 - 1 Year 6.70% - 8.55% 6.70% - 8.10% 453.90 177.71
3,500 1,000,000 Dec-19 Dec-24 9.20% 87.35 261.22
1 - 3 Years 7.56% - 8.55% 6.70% - 8.10% 1,201.13 465.17
10,000 100,000 Jan-23 Jan-26 Zero coupon 100.00 100.00
3 - 5 Years 8.10% - 8.55% 7.75% - 8.10% 837.43 194.40
10,000 100,000 Feb-23 Feb-26 8.10% 100.00 100.00
≥ 5 Years 8.10% 7.75% 20.82 62.49
25,000 100,000 Feb-24 Feb-26 8.38% 249.99 -
2,513.28 899.77
25,000 100,000 Feb-24 May-26 8.38% 249.99 -
Quarterly installments
26,735 1,000 May-19 May-29 10.27% 2.63 2.61
0 - 1 Year 7.60% - 8.65% 7.60% - 8.65% 1,059.24 1,233.26
20,323 1,000 May-19 May-29 10.75% 2.00 1.99
1 - 3 Years 7.60% - 8.65% 7.60% - 8.37% 2,445.81 2,214.64
1,227.09 950.24
3 - 5 Years 7.60% - 8.30% 7.60% - 8.20% 1,341.71 1,276.94
*As per contractual tenure
≥ 5 Years 8.12% - 8.30% 7.80% - 8.00% 147.81 177.68
4,994.57 4,902.52
Monthly installments
0 - 1 Year 12.00% 6.15% - 12.00% 0.04 127.31
1 - 3 Years 12.00% 12.00% 0.01 0.12
0.05 127.43
7,507.90 5,929.72
Commercial papers are repayable within 12 months and issued at a discount rate of 7.13% p.a. - 8.78% p.a. (March 31, 2023:
^
7.97% p.a.)
# Loan taken by PFL EWT has a maturity of 4 years and borrowed at a rate of 9% p.a. (March 31, 2023: NIL)

21 BORROWINGS (OTHER THAN DEBT SECURITIES) (CONTD.) 22 SUBORDINATED LIABILITIES (CONTD.)

Terms of repayment for Loan against securitisation * Terms of repayment of subordinated instruments from banks (Tier II capital)*
Interest rate range (p.a.) Amount Interest rate range (p.a.) Amount
Maturity schedule Maturity schedule As at As at As at As at
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
0 - 1 Year - 6.00% - 10.00% - 93.31 0 - 1 Year 10.20% 10.20% - 16.61
1 - 3 Years - 6.00% - 8.80 % - 16.65 1 - 3 Years 12.50% 12.50% 99.71 99.57
- 109.96 99.71 116.18

Terms of maturity of redeemable subordinated debt instruments (Tier II capital)*
(c) Details of cash credit facilities and working capital demand loans Number of Face Value Month of Month of
Interest rate
As at As at
Debentures (In ₹) Allotment Redemption March 31, 2024 March 31, 2023
The cash credit facilities are repayable on demand and carry interest rates ranging from 8.15% to 9.10%
(March 31, 2023: from 7.40% p.a. to 8.50% p.a). Working capital demand loans are repayable on demand 480 1,000,000 Apr-13 Apr-23 10.70% - 47.99
and carry interest rates ranging from 7.23% to 8.60 % (March 31, 2023: from 6.86% p.a. to 8.05% p.a.). As 140 1,000,000 Sep-13 Sep-23 10.90% - 13.97
per the prevalent practice, cash credit facilities and working capital demand loans are renewed on a year 50 1,000,000 Mar-18 Jun-25 10.20% 4.99 4.99
to year basis and therefore, are revolving in nature. 350 1,000,000 Dec-16 Dec-26 10.40% 34.44 34.24
400 1,000,000 Jan-17 Jan-27 10.40% 39.52 39.33
(d)
The Company has used the borrowings from banks and financial institutions for the specific purpose for
which it was taken as at the balance sheet date. 150 1,000,000 Mar-17 Mar-27 10.25% 14.95 14.93
100 1,000,000 May-17 May-27 10.10% 9.96 9.94
50 1,000,000 Mar-18 Mar-28 10.00% 4.96 4.96
22 SUBORDINATED LIABILITIES
108.82 170.35
(Measured at amortised cost - Unsecured) The Company has made all payments of principal and interest as per the scheduled date.
As at As at *As per contractual tenure
Particulars
March 31, 2024 March 31, 2023
(A) Perpetual debt instruments (Tier I capital) to the extent that do not qualify as equity 28.38 78.74
Others (Tier II capital) : 23 LEASE LIABILITIES*
From banks (subordinated debts) 99.71 116.18 As at As at
Particulars
March 31, 2024 March 31, 2023
Redeemable subordinate debt instruments to the extent that do not qualify as 108.82 170.35
equity Lease liabilities 135.59 89.58
Total 236.91 365.27 * Refer Note 44 for disclosure related to leases.
(B) Subordinated liabilities in India 236.91 365.27 Terms of maturity of Lease liability
Total 236.91 365.27 As at As at
March 31, 2024 March 31, 2023
0 - 1 Years 23.94 15.95
(a) Terms of maturity of perpetual debt debentures (Tier I capital) *
1 - 3 Years 53.28 37.98
Number of Face Value Month of Month of As at As at 3 - 5 Years 26.54
Interest rate 23.16
Debentures (In ₹) Allotment Redemption March 31, 2024 March 31, 2023
> 5 Years 31.83 12.49
510 500,000 May-13 May-23 12.10% - 25.50
135.59 89.58
500 500,000 Sep-13 Sep-23 12.00% - 24.97
40 500,000 Sep-15 Sep-25 12.10% 1.99 1.98
100 500,000 Oct-15 Oct-25 12.10% 4.97 4.95
24 OTHER FINANCIAL LIABILITIES
60 500,000 Jun-16 Jun-26 12.10% 2.99 2.98 As at As at
Particulars
March 31, 2024 March 31, 2023
34 500,000 Jul-16 Jul-26 12.10% 1.69 1.69
Interest accrued 68.36 55.19
100 1,000,000 Aug-16 Jul-26 12.10% 9.91 9.87
Unclaimed dividend* 0.30 0.23
30 1,000,000 Sep-16 Sep-26 12.10% 2.97 2.96
Pending remittance on assignment 167.34 59.43
19 1,000,000 Feb-17 Feb-27 11.50% 1.88 1.88
Employee dues 25.18 25.23
10 1,000,000 Mar-17 Mar-27 11.50% 0.99 0.98
Liability for expenses 268.24 79.82
10 1,000,000 Aug-17 Aug-27 11.00% 0.99 0.98
Other payables 67.84 56.09
28.38 78.74
597.26 275.99
* There has been no delay in transfer of amounts required to be transferred to Investor Education and Protection Fund.

25 CURRENT TAX LIABILITIES (NET) 28 EQUITY (CONTD.)
Particulars
As at As at In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
March 31, 2024 March 31, 2023
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion
Provision for tax (net of advance tax) 0.01 0.34 to the number of equity shares held by the shareholders.
0.01 0.34
During the year, the Company has allotted equity shares of face value of ₹ 2/- each to the eligible employees
of the Company under Employee Stock Option Plan 2007 / Restricted Stock Option Plan 2014 / Employee
26 PROVISIONS Stock Option Plan 2021 pursuant to the ESOP Guidelines, as amended from time to time. Refer note no
As at As at 46 for disclosures related to share based payments.
Particulars
March 31, 2024 March 31, 2023
Provision for employee benefits 7.59 7.32 The Board of Directors at its meeting held on January 18, 2024 has declared an interim dividend of ₹ 2/-
per equity share of face value of ₹ 2/- each.
Provision - others 0.94 0.94
8.53 8.26 (c) Shares allotted as fully paid-up without payment being received in cash / by way of bonus
shares:
27 OTHER NON-FINANCIAL LIABILITIES The Company has not issued bonus shares or shares for consideration other than cash during the five year
period immediately preceding the reporting date.
As at As at
Particulars
March 31, 2024 March 31, 2023
(d) Shares bought back
Revenue received in advance 1.62 2.51
The Company has not bought back any of its securities during the five year period immediately preceding
Advances and deposits from customers 18.62 74.32 the reporting date.
Statutory dues 74.69 12.65
(e) Details of Shareholders holding more than 5% shares in the Company
94.93 89.48
Name of the shareholder
% No. of shares % No. of shares
28 EQUITY Equity shares
As at As at Rising Sun Holdings Private Limited* 62.13% 481,217,690 62.14% 477,184,690
Particulars
March 31, 2024 March 31, 2023
Authorised (f) Shareholding of Promoters
1,265,000,000 (March 31, 2023:1,265,000,000 ) Equity shares of ₹ 2/- each 253.00 253.00 Shares held by promoters as at March 31, 2024
58,300,000 (March 31, 2023: 58,300,000 ) Preference shares of ₹ 100/- each 583.00 583.00 Name of promoter No of shares % of total shares
836.00 836.00 Rising Sun Holdings Private Limited 481,217,690 62.13% (0.01)%
Issued, subscribed and fully paid-up
Equity share capital Shareholding of Promoters
774,550,662 (March 31, 2023: 767,947,592 ) Equity shares of ₹ 2/- each fully paid up 154.91 153.59 Shares held by promoters as at March 31, 2023
Less: 4,000,000 equity shares (March 31, 2023: NIL) of ₹ 2/- each held by the PFL EWT (0.80) - Name of promoter No of shares % of total shares
154.11 153.59 Rising Sun Holdings Private Limited 477,184,690 62.14% 1.05%
* Holding Company
(a) Reconciliation of shares outstanding at the beginning and at the end of the reporting period (g) For equity shares reserved for issue under options, please refer note 46.
Particulars Number of Number of
shares
Amount
shares
Amount 29 OTHER EQUITY*
Equity shares As at As at
Particulars
At the beginning of the year 767,947,592 153.59 March 31, 2024 March 31, 2023
764,923,539 152.98
Capital reserve 4.80 4.80
Issued during the year - - -
Securities premium 5,418.53 5,247.68
Issued against employee stock option 6,603,070 1.32 3,024,053 0.61
Statutory reserves under The RBI Act, 1934 926.50 515.30
Shares held by the PFL EWT (4,000,000) (0.80) - -
Statutory reserves under The NHB Act, 1987 - 89.82
770,550,662 154.11 767,947,592 153.59
Capital redemption reserve 14.22 14.22
(b) Terms / rights attached to equity shares : Share option outstanding account 63.53 118.72
The Company has only one class of equity shares having a par value of ₹ 2/- each. Each holder of equity Treasury Shares (186.05) -
share is entitled to one vote per share. Trust Reserves (0.75) -
The dividend recommended by the Board of Directors and are subject to approval by the Shareholders in Retained earnings 1,759.46 704.76
the Annual General meeting is paid in Indian rupees. Other comprehensive income 12.73 12.51
8,012.97 6,707.81
*Refer Statement of Changes in Equity for movement in reserves

29 OTHER EQUITY (CONTD.) 30 INTEREST INCOME

Nature and purpose of reserves : Particulars
March 31, 2024 March 31, 2023
Interest on loans (measured at amortised cost) 2,851.91 1,782.42
Capital redemption reserve
Interest on Investments 45.61 23.25
Capital redemption reserve is created to keep the capital intact when preference shares are redeemed or Interest on deposits with banks 1.58 8.86
equity shares are bought back. It is utilised in accordance with the provisions of the Companies Act, 2013. Other interest income
- On loans and margins - 0.01
Share option outstanding account - On security deposit 0.46 0.65
The Company instituted the Magma Employee Stock Option Plan (MESOP) in 2007, Magma Restricted Stock Total 2,899.56 1,815.19
Option Plan 2014 (MRSOP) in 2014 and Employee Stock Option Plan 2021 in 2021 which were approved by
the Board of Directors and the shareholders of the Company. The share option outstanding reserve is used to
recognise the grant date fair value of option issued under aforesaid plans. 31 RENTAL INCOME
Particulars
Treasury shares March 31, 2024 March 31, 2023
The reserve for shares of the Company held by the PFL Employee Welfare Trust (PFL EWT). Company has Income from lease rentals
- on operating lease assets 25.51 27.69
issued employees stock option scheme for its employees. The equity shares of the Company have been
- on investment property 0.03 0.03
purchased and held by PFL EWT. PFL EWT to transfer in the name of employees at the time of exercise of Total 25.54 27.72
option by employees.
Trust Reserve
32 FEES AND COMMISSION INCOME
This represents net of income over expenditure of PFL EWT.
March 31, 2024 March 31, 2023
Statutory reserve (created pursuant to Section 45-IC of the Reserve Bank of India Act, 1934) Collection and support services 6.39 7.05
Statutory reserve represents the Reserve Fund created under section 45-IC of the Reserve Bank of India Act, Foreclosure income 31.72 26.19
1934. The Company is required to transfer a sum not less than twenty percent of its net profit every year as Insurance commission income 1.79 3.41
disclosed in the statement of profit and loss. The statutory reserve can be utilized for the purposes as may be Fees on value added services and products 14.10 -
Others (cheque bouncing charges, valuation charges etc) 19.22 24.89
specified by the Reserve Bank of India from time to time.
Total 73.22 61.54
Statutory reserve (created pursuant to Section 29C of National Housing Bank Act, 1987)
Statutory reserve represents the Reserve Fund created under section 29C of the National Housing Bank Act, 33 NET GAIN ON FAIR VALUE CHANGES*
1987. Under section 29C, the GHFL (subsidiary) is required to transfer a sum not less than twenty percent of its
net profit for the financial year to the statutory reserve. The statutory reserve can be utilized for the purposes Particulars
March 31, 2024 March 31, 2023
as may be specified by the National Housing Bank from time to time. (A) Others
- On investment 2.15 4.45
Securities premium Total Net gain on fair value changes (A) 2.15 4.45
Securities premium represents premium received on issue of shares. This amount can be utilised in accordance (B) Fair Value changes:
with the provisions of the Companies Act, 2013. Realised 1.98 2.91
Unrealised 0.17 1.54
Capital reserve Total Net gain on fair value changes (B) 2.15 4.45
Capital reserve has been created to set aside gains of capital nature from amalgamation and merger. It is * Fair value changes in this schedule are other than those arising on account of interest income/expense.
utilised in accordance with the provisions of the Companies Act, 2013.
Financial instruments through other comprehensive income 34A NET GAIN ON DERECOGNITION OF FINANCIAL INSTRUMENTS
This comprises changes in the fair value of debt instruments recognised in other comprehensive income. The
company transfers amounts from such component of equity to retained earnings when the relevant debt Particulars
March 31, 2024 March 31, 2023
instruments are derecognised. Gain from derecognition on account of direct assignment transactions 88.05 29.68
Gain on sale of non performing assets (net of reversal of provision of ₹ 44.86 crores) 20.49 -
Retained earnings Net gain on derecognition of financial instruments 108.54 29.68
Retained earnings represents total of all profits retained since Company’s inception. Retained earnings are
credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve
or any such other appropriations to specific reserves. It also includes impact of remeasurement of defined 34B NET LOSS ON DERECOGNITION OF FINANCIAL INSTRUMENTS
benefit plans. Particulars
March 31, 2024 March 31, 2023
Loss on sale of non performing assets (net of reversal of provision of ₹ 82.89 crores) - 10.87

35 OTHER INCOME 39 DEPRECIATION AND AMORTISATION EXPENSE

Sale of power 3.69 8.71 Depreciation on property, plant and equipment ( including investment property ) 28.39 38.15
Net Gain on derecognition of lease 0.83 3.23 Depreciation on right of use assets (refer note 44)* 25.46 17.95
Liabilities no longer required 15.19 34.42 Amortisation of intangible assets 5.46 5.31
Miscellaneous income 18.61 23.34 Total 59.31 61.41
38.32 69.70
* Gross amount before allocable expenses is NIL (March 31, 2023: ₹ 18.24 crores).
36 FINANCE COST 40 OTHERS EXPENSES#

(measured at amortised cost) Particulars
March 31, 2024 March 31, 2023
Particulars Rent 1.93 1.51
March 31, 2024 March 31, 2023
Interest on borrowings other than debt securities 827.36 461.84 Rates and taxes 1.28 0.26
Interest on debt securities 80.72 64.21 Net loss on derecognition of property, plant and equipment 3.12 0.61
Interest on subordinated liabilities 18.47 49.68 Electricity charges 5.89 7.03
Interest expense on lease liabilities * 12.50 8.63 Repairs and maintenance
Other borrowing costs (Includes non EIR borrowing expenses) 10.29 10.11 - Machinery 0.84 5.51
Interest on security deposits 0.96 0.81 - Others 1.02 1.45
950.30 595.28 Information technology expenses 69.00 41.17
Communication expenses 7.38 9.70
*Refer Note 44 for disclosure related to leases.
Printing and stationery 3.05 2.67
Advertisement and publicity 45.94 29.40
37 IMPAIRMENT ON FINANCIAL INSTRUMENTS Director Fees 4.17 1.66
Legal charges 17.09 9.12
(measured at amortised cost)
Professional fees* 30.10 34.90
Particulars Insurance 0.57 0.64
March 31, 2024 March 31, 2023
Loans (535.65) (439.31) Travelling and conveyance 10.56 13.95
Other assets 13.02 (0.13) CSR expenditure** 2.33 -
Bad debts written-off (Includes settlement losses and net of recoveries) * 594.65 294.91 Outsource collection charges 23.78 5.76
Total 72.02 (144.53) Outsourced manpower cost 62.26 44.71
Credit guarantee fees 0.45 3.51
*Includes consideration received on sale of written-off assets ₹ 44.31 crores (March 31, 2023 : ₹153.33 crores).
Miscellaneous expenses 12.87 13.28
303.63 226.84
38 EMPLOYEE BENEFITS EXPENSES * ^ #Refer Note 47 for related party disclosures

Particulars
March 31, 2024 March 31, 2023
Salaries and wages 315.39 331.53 * Payments to auditors
Contribution to provident and other funds 18.06 21.11 Particulars
March 31, 2024 March 31, 2023
Share based payments to employees 99.63 150.63
Statutory audit including limited reviews 1.42 1.12
Staff welfare expenses 11.34 11.53
Other services 0.35 0.18
444.42 514.80
Reimbursement of expenses 0.10 0.01
* Refer Note 47 for related party disclosure Total 1.87 1.31
^ Refer Note 43 for disclosure related to provisions for employee benefits.
** Details of corporate social responsibility expenditure (‘CSR’)
A CSR committee has been formed by the Company as per the Companies Act, 2013. CSR expenses have been
incurred through out the year on the activities as specified in Schedule VII of the said Act. The focus area of
CSR initiatives undertaken by the Company are education, health and environment. The Company incurs CSR
expenses directly.

40 OTHERS EXPENSES (CONTD.) 41 EXCEPTIONAL ITEMS (CONTD.)
Particulars
Year ended Year ended provision of ₹ 223.75 crores in respect of existing loan portfolio on account of further anticipated slippages
March 31, 2024 March 31, 2023
in future due to discontinuance of further loans in this segment. Further, intangible assets having book value
(a) Gross Amount required to be spent by the Company during the year 2.33 -
of ₹ 7.25 crores which were replaced with a new system, were written off. The above items are presented as
(b) Amount spent during the year exceptional items on a net basis.
(i) Construction/ acquisition of any asset - -
(ii) On purposes other than (i) above 2.33 -
42 MATURITY ANALYSIS OF ASSETS AND LIABILITIES
(c) Shortfall at the end of the year - -
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be
(d) Previous years shortfall - -
recovered or settled.
(e) Reason for shortfall Not applicable Not applicable
(f) Nature of CSR activities Particulars Within After Within After
Total Total
i) M Scholar : Under this, scholarships are offered to meritorious students from 12 months 12 months 12 months 12 months
marginalized families ASSETS
ii) Various CSR Programs viz., Promoting Education, Women and Empowerment, Financial assets
Financial Literacy and Healthcare for under privileged. Cash and cash equivalents 255.18 - 255.18 601.38 - 601.38
Bank balances other than cash and
13.32 0.04 13.36 54.04 2.01 56.05
cash equivalents
(g) In case of section 135(6) Details of ongoing project
Receivables 28.66 - 28.66 20.67 - 20.67
Amount Amount spent during the
Opening Balance Closing Balance Loans 10,223.60 11,822.81 22,046.41 7,119.92 8,098.61 15,218.53
required to year
Particulars In separate be spent From From separate In separate
Investments 766.37 111.96 878.33 415.55 94.59 510.14
With during the With Other financial assets 195.14 62.67 257.81 328.46 35.46 363.92
CSR unspent Company's CSR unspent CSR unspent
Company year Company
a/c Bank A/c a/c a/c Total financial assets 11,482.27 11,997.48 23,479.75 8,540.02 8,230.67 16,770.69
As at March 31, 2024 - 2.69 2.33 2.33 2.69 - - Non-financial Assets
As at March 31, 2023 - 2.69 - - - - 2.69 Current tax assets (net) - 171.70 171.70 - 114.39 114.39
Deferred tax assets (net) - 163.42 163.42 - 47.68 47.68
Investment property - 0.07 0.07 - 0.08 0.08
41 EXCEPTIONAL ITEMS Property, plant and equipment - 59.78 59.78 - 117.83 117.83
Intangible assets under
Year ended Year ended - 0.26 0.26 - 4.56 4.56
Particulars development
March 31, 2024 March 31, 2023
Goodwill - - - - 14.30 14.30
Gain on disposal of shares of Joint Venture - 238.39 Other intangible assets - 17.00 17.00 - 14.25 14.25
Gain on disposal of shares of Subsidiary 2,308.97 - Right of use assets 25.94 91.41 117.35 17.58 57.47 75.05
Exceptional provision for loan portfolio (1,298.31) (223.75) Other non-financial assets 7.02 19.85 26.87 29.59 10.72 40.31
Exceptional Write off (174.95) - Total non-financial assets 32.96 523.49 556.45 47.17 381.28 428.45
Assets held for sale 50.70 - 50.70 50.70 - 50.70
Intangible assets written off - (7.25)
Assets directly associated with
Loss on sale of Windmills (9.36) - - - - 1,241.46 4,729.31 5,970.77
Discontinued Operations
One time settlement of outstanding litigations (9.83) - Total assets 11,565.93 12,520.97 24,086.90 9,879.35 13,341.26 23,220.61
816.52 7.39 Financial liabilities
Payables 3.37 - 3.37 2.02 - 2.02
During the financial year, The Company has sold its investment in Grihum Housing Finance Limited (‘GHFL’) Debt securities 522.46 704.63 1,227.09 223.79 726.45 950.24
(Formerly known as Poonawalla Housing Finance Limited). Due to aforesaid sale transaction, GHFL ceased to Borrowings (other than debt
7,446.69 6,169.44 13,616.13 5,395.98 4,408.09 9,804.07
securities)
be a subsidiary of the Company from the effective date (July 26, 2023). The resultant gain of ₹ 2,308.97 crores
Subordinated liabilities - 236.91 236.91 128.74 236.53 365.27
(net of expenses incurred towards the sale of subsidiary) has been classified and presented as an exceptional
Lease Liabilities 23.94 111.65 135.59 15.95 73.63 89.58
item in accordance with Ind AS 1 “Presentation of Financial Statements”.
Other financial liabilities 587.29 9.97 597.26 271.81 4.18 275.99
The Company sold its tangible asset “windmills” for consideration of ₹ 16 crores resulting in loss of ₹ 9.36 crores. Total financial liabilities 8,583.75 7,232.60 15,816.35 6,038.29 5,448.88 11,487.17
Non-Financial Liabilities
The Company had created a one-time provision of ₹ 1,298.31 crores on discontinued/legacy loan portfolio. Current tax liabilities (Net) 0.01 - 0.01 0.34 - 0.34
The Company did one-time additional write-off amounting ₹ 174.95 crores out of discontinued/legacy Provisions 0.66 7.87 8.53 0.64 7.62 8.26
loan portfolio. Other non-financial liabilities 74.69 20.24 94.93 12.65 76.83 89.48
Total non-financial liabilities 75.36 28.11 103.47 13.63 84.45 98.08
The Company did one time settlement of old legal cases pertaining to discontinued and legacy loan portfolio Liabilities directly associated with
- - - 1,293.16 3,469.03 4,762.19
amounting to ₹ 9.83 crores. Discontinued Operations
Total liabilities 8,659.11 7,260.71 15,919.82 7,345.08 9,002.36 16,347.44
During the previous year, the Company had sold its shareholding in its Joint Venture (JV) namely Magma HDI
General Insurance Company Limited (Magma HDI) based on requisite regulatory approvals received on May
27, 2022. Accordingly, the resultant gain of ₹ 238.39 crores was classified and presented as an exceptional
item in line with Ind AS 1 “Presentation of Financial Statements”. The Company had created an exceptional

43 EMPLOYEE BENEFITS 43 EMPLOYEE BENEFITS (CONTD.)

The Company operates the following post-employment plans - As at March 31, 2024 As at March 31, 2023
Defined Fair value Defined Fair value
i. Defined contribution plan Particulars
benefit of plan
benefit
benefit of plan
benefit
(asset)/ (asset)/
The contribution made to various statutory funds is recognized as expenses and included in Note 38 obligation assets obligation assets
liability liability
‘Employee benefits expenses’ under ‘Contribution to provident and other funds’ in Statement of Profit Included in other
and Loss. The detail is as follows : comprehensive income
Remeasurements loss (gain)
Year ended Year ended – Actuarial loss (gain)
Particulars
March 31, 2024 March 31, 2023 arising from:
Provident and Other Funds 14.97 16.84 - demographic
- - - 0.19 - 0.19
assumptions
ii. Defined benefit plan - financial assumptions 0.20 - 0.20 (0.12) - (0.12)
- experience adjustment 0.32 - 0.32 (2.56) - (2.56)
Gratuity
– on plan assets - (1.34) (1.34) - 0.32 0.32
The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972.
0.52 (1.34) (0.82) (2.49) 0.32 (2.17)
This plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at
Other
the rate of fifteen days wages for every completed year of service or part thereof in excess of six months,
Contributions paid by the
based on the rate of wages last drawn by the employee concerned. The scheme is fully funded with Life - 4.37 (4.37) - 0.05 (0.05)
employer
Insurance Corporation of India (LIC) & Kotak Mahindra Life Insurance Company Limited . This defined Benefits paid (6.20) (6.19) (0.01) (7.36) (7.35) (0.01)
benefit plan expose the Company to actuarial risks, such as regulatory risk, credit risk, liquidity risk, etc as (6.20) (1.82) (4.38) (7.36) (7.30) (0.06)
defined below. Adjustment for discontinued
- - - (3.41) (4.34) 0.93
operations
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation
Balance at the end of the year 16.24 20.02 (3.78) 17.42 19.09 (1.67)
for gratuity were carried out as at March 31, 2024. The present value of the defined benefit obligations
and the related current service cost and past service cost, are measured using the Projected Unit
Credit Method. C. Plan assets
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the As at As at
Particulars
March 31, 2024 March 31, 2023
gratuity plan and the amounts recognised in the Company’s financial statements as at balance sheet date:
Funds managed by:
As at As at Life insurance Corporation of India (LIC) 90% 100%
Particulars
March 31, 2024 March 31, 2023
Kotak Mahindra Life Insurnace Co. Ltd. (Kotak Life) 10% -
Net defined benefit asset/(liability) 3.78 1.67
100% 100%
A. Funding On an annual basis, an asset-liability matching is done whereby the Company contributes the net
The scheme is fully funded with Life Insurance Corporation of India (LIC) and Kotak Mahindra Life increase in the actuarial liability to the plan manager (insurer) in order to manage the liability risk.
Insurance Co. Ltd. (Kotak Life). The funding requirements are based on the gratuity fund’s actuarial
measurement framework set out in the funding policies of the plan. The funding of the plan is based D. Actuarial assumptions
on a separate actuarial valuation for funding purposes for which the assumptions may differ from the Principal actuarial assumptions at the reporting date (expressed as weighted averages):
assumptions set out in Section E below. As at As at
Particulars
March 31, 2024 March 31, 2023
B. Reconciliation of the net defined benefit (asset) / liability Discount rate 7.19% 7.39%
The following table shows a reconciliation from the opening balances to the closing balances for net Future salary growth 5.00% 5.00%
defined benefit (asset) liability and its components: Withdrawal rate:
Upto 40 years 18.00% 18.00%
40 years to 54 years (per annum) 7.00% 7.00%
Particulars Defined Fair value Defined Fair value
benefit benefit Above 54 years (per annum) 2.00% 2.00%
benefit of plan benefit of plan
(asset)/ (asset)/
obligation assets obligation assets Expected rate of return on plan assets 7.39% 7.28%
liability liability
Balance at the beginning of the Mortality IALM (2012-14) IALM (2012-14)
17.42 19.09 (1.67) 24.60 29.24 (4.64)
year Ultimate Ultimate
Included in profit or loss
Current service cost 3.28 - 3.28 4.60 - 4.60 E. Sensitivity analysis of significant assumptions
Interest cost (income) 1.22 (1.41) (0.19) 1.48 (1.81) (0.33) The following table present a sensitivity analysis to one of the relevant actuarial assumption, holding
4.50 (1.41) 3.09 6.08 (1.81) 4.27 other assumptions constant, showing how the defined benefit obligation would have been affected
by changes in the relevant actuarial assumptions that were reasonably possible at the reporting date.

43 EMPLOYEE BENEFITS (CONTD.) 43 EMPLOYEE BENEFITS (CONTD.)

As at March 31, 2024 As at March 31, 2023 iii. Other long-term benefits
Particulars
Increase Decrease Increase Decrease
The Company provides compensated absences benefits to the employees of the Company which can be
Discount rate (0.25% movement) 15.99 16.51 17.16 17.70 carried forward to future years. Amount recognised in the statement of profit and loss for compensated
Future salary growth (0.5% movement) 16.83 15.69 18.04 16.84 absences is as under:
Withdrawal rate (2% movement) 16.24 16.26 17.43 17.43
Mortality rate (1% movement) 16.25 16.25 17.43 17.43 Particulars
March 31, 2024 March 31, 2023
Amount recognised in statement of profit and loss
Although the analysis does not take account of the full distribution of cash flows expected under the
plan, it does provide an approximation of the sensitivity of the assumptions shown. Compensated absences 4.24 2.87
F. Expected maturity analysis of the defined benefit plans in future years

44 LEASES
As at As at
Particulars
March 31, 2024 March 31, 2023 As a lessee the Company classified property leases as operating leases under Ind AS 116. Right-of-use assets
1 year 1.26 1.76 and lease liabilities are presented separately on the face of the balance sheet.
A. Lease in the capacity of Lessee
a) Nature : Leases considered here are taken for office use and guesthouse.
Over 10 years 5.88 6.77
Total 22.94 25.31 Year ended Year ended
Particulars
March 31, 2024 March 31, 2023
As at March 31, 2024, the weighted-average duration of the defined benefit obligation was 7.35 years b) Amount recognised in statement of profit or loss
(March 31, 2023: 7.56 years ). 1. Depreciation on right of use assets (gross) 25.46 18.24
2. Interest expense on lease liability 12.50 8.63
G. Description of risk exposures
3. Rent paid for leases which are not considered under Ind AS 116 1.40 0.62
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As
Other disclosures
such company is exposed to various risks as follow:
4 Total cash outflow for leases 33.43 14.38
Investment Risk: For funded plans that rely on insurers for managing the assets, the value of assets
5 Additions to right to use assets 86.96 71.76
certified by the insurer may not be the fair value of instruments backing the liability. In such cases,
6 Carrying amount of right to use assets 117.35 75.05
the present value of the assets is independent of the future discount rate. This can result in wide
c) Bifurcation of rent paid during the year
fluctuations in the net liability or the funded status if there are significant changes in the discount rate
during the inter-valuation period. - Principal 20.93 5.76
- Interest 12.50 8.63
Market Risk (Interest Rate): Market risk is a collective term for risks that are related to the changes

and fluctuations of the financial markets. The discount rate reflects the time value of money. An
d) Movement in the carrying value of the right of use asset
increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice
versa. This assumption depends on the yields on the corporate/government bonds and hence the As at As at
Particulars
March 31, 2024 March 31, 2023
valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Opening balance 75.05 58.04
Longevity Risk: The impact of longevity risk will depend on whether the benefits are paid before
Depreciation charge for the year (25.46) (18.24)
retirement age or after. Typically for the benefits paid on or before the retirement age, the longevity Additions during the year 86.96 71.76
risk is not very material.
Future salary increase risk: Actual Salary increase that are higher than the assumed salary escalation,
Adjustment for discontinued operations - (15.72)
will result in increase to the Obligation at a rate that is higher than expected. Closing balance 117.35 75.05
Attrition/Withdrawal risk: If actual withdrawal rates are higher than assumed withdrawal rates,

the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower e) Movement in the carrying value of the lease liabilities
than assumed, the benefits will be paid later than expected. The impact of this will depend on the As at As at
Particulars
demography of the company and the financials assumptions. March 31, 2024 March 31, 2023
Opening balance 89.58 64.59
Regulatory risk: Any changes to the current Regulations by the Government, will increase (in most

Interest expense 12.50 8.63
cases) or decrease the obligation which is not anticipated. Sometimes, the increase is many fold which
Lease payments (33.43) (14.38)
will impact the financials quite significantly.
Additions during the year 86.96 71.42
Adjustment for discontinued operations - (16.98)
Closing balance 135.59 89.58

44 LEASES (CONTD.) 45 EARNINGS PER EQUITY SHARE (EPS) (CONTD.)

f) Maturity analysis of lease liabilities Earnings per equity share for discontinued operations
Particulars Particulars Units
Within 12 months 23.94 15.95 a) (i) Weighted average number of equity shares for basic EPS Nos 768,641,528 765,343,568
After 12 months 111.65 73.63 (ii) Effect of potential ordinary equity shares on employee stock Nos 9,180,774 7,678,953
135.59 89.58 options
(iii) Weighted average number of equity shares for diluted EPS Nos 777,822,302 773,022,521
B. Lease in the capacity of Lessor
b) Net profit after tax
a) Nature : Operating and finance lease of vehicles primarily to Corporate clients. (i) Net profit for equity shareholders for basic EPS ₹ in crores 31.24 114.16
b) Company manages the risk associated with any rights it retains in underlying assets as per the terms (ii) Net profit for equity shareholders for diluted EPS ₹ in crores 31.24 114.16
of the respective lease contracts. There is a dedicated team which manages this portfolio. c) (i) Earnings per share (Face value of ₹ 2 per share) – basic ₹ 0.41 1.51
c) Future lease payments (ii) Earnings per share (Face value of ₹ 2 per share) – diluted ₹ 0.40 1.49
At year end, the future lease receivables under finance leases are as follows:
Year ended Year ended Earnings per equity share for continuing and discontinued operations
Particulars
March 31, 2024 March 31, 2023
1st Year 83.74 114.01 Particulars Units
March 31, 2024 March 31, 2023
2nd Year 66.55 93.43 a) (i) Weighted average number of equity shares for basic EPS Nos 768,641,528 765,343,568
3rd Year 32.55 72.23
(ii) Effect of potential ordinary equity shares on employee stock Nos 9,180,774 7,678,953
4th Year 6.07 34.66 options
5th Year - 6.42
188.91 320.75
b) Net profit after tax
At year end, the future lease receivables under operating leases are as follows: (i) Net profit for equity shareholders for basic EPS ₹ in crores 1,682.75 683.98

(ii) Net profit for equity shareholders for diluted EPS ₹ in crores 1,682.75 683.98
Particulars
March 31, 2024 March 31, 2023 c) (i) Earnings per share (Face value of ₹ 2 per share) – basic ₹ 21.89 8.95
1st Year 22.33 30.28 (ii) Earnings per share (Face value of ₹ 2 per share) – diluted ₹ 21.63 8.86
2nd Year 16.04 24.79
3rd Year 8.13 17.84
4th Year 3.26 8.83 46 SHARE-BASED PAYMENTS
5th Year - 3.62
49.76 85.36
A Description of share-based payment arrangements
The company instituted the Employee Stock Option Plan (ESOP) in 2007, Restricted Stock Option Plan
d) Reconciliation - Finance lease 2014 (RSOP) in 2014, Employee Stock Option Plan (ESOP) in 2021 and Employee Stock Option Plan
Year ended Year ended (ESOP) in 2024 which were approved by the Board of Directors and the shareholders of the Company.
Particulars
March 31, 2024 March 31, 2023
Net investment in lease (carrying amount of Finance lease) (A) 163.43 264.41 ESOP, 2007
Unearned finance income (B) 25.48 56.34 Under ESOP 2007, the Company provided for the creation and issue of 1,000,000 options, that would
Total lease payments (A+B) 188.91 320.75 eventually convert into equity shares of ₹ 10/- each in the hands of the Company’s employees. The options
are to be granted to the eligible employees at the discretion of and at the exercise price determined by
the Nomination and Remuneration Committee of the Company. The options generally vest in a graded
45 EARNINGS PER EQUITY SHARE (EPS) manner and are exercisable within 3/4 years from the date of vesting. Following the sub-division of one
equity share of the face value of ₹ 10/- each into five equity shares of the face value of ₹ 2/- each during
Earnings per equity share for continuing operations
the financial year ended March 31, 2011, the number of options increased from 1,000,000 to 5,000,000.
Particulars Units
March 31, 2024 March 31, 2023 During the year, 8,800 options were lapsed/forfeited. The Nomination and Remuneration Committee of
a) (i) Weighted average number of equity shares for basic EPS Nos 768,641,528 765,343,568 the Company has allotted 45,560 options under ESOP 2007 to the eligible employees of the Company
(ii) Effect of potential ordinary equity shares on employee stock Nos 9,180,774 7,678,953 (each options entitles the option holder to 1 equity share of ₹ 2/- each ).
options
RSOP, 2014
b) Net profit after tax Under RSOP 2014, the Company provided for the creation and issue of 5,000,000 awards, that would
(i) Net profit for equity shareholders for basic EPS ₹ in crores 1,651.51 569.81
eventually convert into equity shares of ₹ 2/- each in the hands of the Company’s employees. The awards
are to be granted to the eligible employees at the discretion of the Nomination and Remuneration
(ii) Net profit for equity shareholders for diluted EPS ₹ in crores 1,651.51 569.81
Committee of the Company and at the exercise price of the face value of ₹ 2/- each. The awards generally
c) (i) Earnings per share (Face value of ₹ 2 per share) – basic ₹ 21.48 7.44
will vest in a graded manner and are exercisable within 3 years from the date of vesting. The shareholders
(ii) Earnings per share (Face value of ₹ 2 per share) – diluted ₹ 21.23 7.37

46 SHARE-BASED PAYMENTS (CONTD.) 46 SHARE-BASED PAYMENTS (CONTD.)

of the Company on July 24, 2021 had amended the RSOP 2014 by increasing existing plan pool from C Reconciliation of outstanding share options
5,000,000 equity shares having face value of ₹ 2 per equity share to 10,000,000 Equity Shares. The number and weighted average exercise prices of share options under the share option plans were
During the year, 38,496 awards were lapsed/forfeited and added in the pool. The Nomination and as follows:
Remuneration Committee of the Company has allotted 5,194,665 awards under RSOP 2014 to the eligible ESOP, 2007
employees of the Company (each award entitles the award holder to 1 equity share of ₹ 2/- each ). Year ended March 31, 2024 Year ended March 31, 2023
ESOP, 2021 share options price share options price
The shareholders of the Company on July 24, 2021 had instituted ESOP Plan 2021 wherein the Company Outstanding options at the beginning of the year 57,560 13.16 318,697 27.49
provided for the creation and issue of 15,000,000 options, that would eventually convert into equity Add: Granted during the year - - - -
shares of ₹ 2/- each in the hands of the Company’s employees. The options are to be granted to the eligible Less: Exercised during the year 45,560 16.11 235,568 31.15
employees at the discretion of the Nomination and Remuneration Committee of the Company and at the
fair market value. The options generally will vest in a graded manner and are exercisable within 36 months
Outstanding options at the end of the year 3,200 2.00 57,560 13.16
from the date of vesting.
During the year 3,064,998 options were lapsed/forfeited and added in the pool. The Nomination and
Remuneration Committee of the Company has allotted 1,362,845 options under ESOP 2021 to the The options outstanding at March 31, 2024 have an exercise price of ₹ 2 (March 31, 2023: ₹ 2 to ₹ 39.45)
eligible employees of the Company (each award entitles the award holder to 1 equity share of ₹ 2/- each ). and a weighted average remaining contractual life of Nil years (March 31, 2023: 0.09 years).
During the year, the Nomination and Remuneration Committee of the Company has granted 3,542,500 The weighted average share price at the date of exercise for share options exercised in 2023-24 was ₹
options under ESOP 2021 to the eligible employees of the Company (each options entitles the option 371.16 (2022-23: ₹ 274.93).
holder to 1 equity share of ₹ 2/- each ).
RSOP 2014
ESOP - 2024 Year ended March 31, 2024 Year ended March 31, 2023
The shareholders of the Company on February 19, 2024 had instituted ESOP -2024 through an Employee share options price share options price
Welfare Trust. In this regard, the Company had set up Trust named as – PFL Employee Welfare Trust to Outstanding options at the beginning of the year 5,233,161 2.98 7,948,724 3.59
acquire, purchase, hold and deal in fully paid-up Equity Shares by way of secondary acquisition for the
Add: Granted during the year - - - -
purpose of implementation of the ESOP-2024. The maximum aggregate number of Options that may
Less: Exercised during the year 5,194,665 2.72 2,669,485 4.19
be granted and thereby transfer of Shares by the Trust under ESOP -2024 shall not exceed 15,000,000
Shares. The options are to be granted to the eligible employees at the discretion of the Nomination and Less: Lapsed/forfeited during the year 38,496 38.21 46,078 38.21
Remuneration Committee of the Company. The options generally will vest in a graded manner and are Outstanding options at the end of the year - - 5,233,161 2.98
exercisable within 36 months from the date of vesting. Options vested and exercisable at the end of the year - - 24,274 38.21
B Measurement of Fair values The options outstanding at March 31, 2024 have an exercise price in the range of ₹ Nil (March 31, 2023: ₹
2 to ₹ 38.21) and a weighted average remaining contractual life of Nil years (March 31, 2023: 1.85 years).
The fair value of employee share options has been measured using Black-Scholes model. The weighted
average fair value of each option of Poonawalla Fincorp Limited was ₹ 134.16 (March 31, 2023: ₹ 161.39). The weighted average share price at the date of exercise for share options exercised in 2023-24 was ₹
464.30 (2022-23: ₹ 288.08).
The fair value of the options granted during the year and the inputs used in the measurement of the grant-
date fair values of the equity-settled share based payment plans are as follows: ESOP 2021
Year ended Year ended Year ended March 31, 2024 Year ended March 31, 2023
Particulars Units Particulars
March 31, 2024 March 31, 2023 Number of Wtd. Avg. Number of Wtd. Avg.
Fair value at grant date share options price share options price
₹ 128.68 - 193.49 123.11 - 178.04
Share price at grant date Outstanding options at the beginning of the year 10,991,975 234.71 5,938,800 193.78
₹ 315.10 - 501.55 240.75 - 324.70
Exercise price Add: Granted during the year 3,542,500 321.91 7,463,650 260.10
₹ 297.83 - 498.80 229.29 - 307.89
Expected volatility (weighted average volatility) Less: Exercised during the year 1,362,845 211.33 119,000 169.30
% 43.63 - 52.82 52.42 - 53.67
Expected life (expected weighted average life) Less: Lapsed/forfeited during the year 3,064,998 255.89 2,291,475 214.71
years 3.04 3.04 - 5.01
Expected dividends Outstanding options at the end of the year 10,106,632 262.00 10,991,975 234.71
% 0.10 - 0.63 0.12 - 0.17
Risk-free interest rate (based on government bonds) % 6.79 - 7.24 6.96 - 7.24
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share The options outstanding at March 31, 2024 have an exercise price in the range of ₹ 164.42 to ₹ 498.80
price, particularly over the historical period commensurate with the expected term. The expected term of (March 31, 2023: ₹ 164.42 to ₹ 307.89) and a weighted average remaining contractual life of 2.48 years
the instruments has been based on historical experience and general option holder behavior. (March 31, 2023: 3.05 years).
The weighted average share price at the date of exercise for share options exercised in 2023-24 was ₹
402.48 (2022-23: ₹ 300.67).

46 SHARE-BASED PAYMENTS (CONTD.) 47 RELATED PARTIES (CONTD.)

D Equity shares reserved for issue under options E Key Managerial Personnel (‘KMP’) Nature of Relationship
No. of options Exercise
Particulars Mr. Abhay Bhutada Managing Director
granted price (₹) No. of options Amount No. of options Amount
Under ESOP 2007: Mr. Sunil Samdani Whole - Time Director (Appointed w.e.f. October 20, 2023)
Tranche XXV 1,001,711 39.45 - - 17,160 0.00 Mr. Sanjay Miranka Chief Financial Officer
Tranche XXVI 102,000 2.00 - - 19,200 0.00
Mrs. Shabnum Zaman Company Secretary
Tranche XXVII 92,000 2.00 3,200 0.00 21,200 0.00
Under RSOP 2014: F Directors
Tranche II 1,263,495 38.21 - - 141,161 0.03
Tranche V (A) & (B) 5,000,000 2.00 - - 3,350,000 0.67
Mr. Adar Cyrus Poonawalla Chairman & Non Executive Director
Tranche VI (A) & (B) 2,600,000 2.00 - - 1,742,000 0.35
Under ESOP 2021: Mr. Amar Sudhakar Deshpande Non Executive Director
Tranche I 1,500,000 175.48 350,000 0.07 478,000 0.10 Mr. Sajid Fazalbhoy Non Executive Director
Tranche II 4,325,750 164.42 1,164,630 0.23 2,110,975 0.42
Mr. Prabhakar Dalal Independent Non Executive Director
Tranche III 170,000 256.03 - - 100,000 0.02
Tranche IV 2,092,050 238.55 1,426,935 0.29 1,926,600 0.39 Mr. Atul Kumar Gupta Independent Non Executive Director (w.e.f January 27, 2022
Tranche V 3,941,400 251.28 1,645,492 0.33 3,045,650 0.61 and redesignated as Independent Director w.e.f August 23,
Tranche VI 1,361,500 230.45 1,097,350 0.22 1,277,000 0.26 2023)
Tranche VII 311,250 229.29 270,125 0.05 311,250 0.06 Mr. G Jaganmohan Rao Independent Non Executive Director (ceased to be Director
Tranche VIII 1,437,000 307.89 603,100 0.12 1,330,000 0.27
w.e.f August 26, 2023)
Tranche IX 412,500 298.95 364,000 0.07 412,500 0.08
Tranche X 567,500 297.83 265,000 0.05 - - Mr. Sanjay Kumar Independent Non Executive Director
Tranche XI 330,000 311.78 330,000 0.07 - - Mrs. Vijayalakshmi R Iyer Independent Non Executive Director (ceased to be Director
Tranche XII 300,000 307.06 300,000 0.06 - - w.e.f. January 30, 2024)
Tranche XIII 640,000 329.90 590,000 0.12 - -
Mr. Bontha Prasada Rao Independent Non Executive Director
Tranche XIV 200,000 391.82 200,000 0.04 - -
Tranche XV 80,000 379.06 75,000 0.02 - - Ms. Kemisha Soni Independent Non Executive Director (w.e.f. January 30, 2024)
Tranche XVI 40,000 377.00 40,000 0.01 - -
Tranche XVII 1,000,000 300.26 1,000,000 0.20 - -
Tranche XVIII 200,000 321.19 200,000 0.04 - - (ii) Related party transactions during the year and balance receivable from and payable to
Tranche XIX 20,000 370.80 20,000 0.00 - - related parties as at the balance sheet date:
Tranche XX 100,000 376.36 100,000 0.02 - - Transaction Outstanding Transaction Outstanding
Tranche XXI 50,000 498.80 50,000 0.01 - - value for the amount as at value for the amount as at
Name of related party Nature of transaction
year ended March 31, year ended March 31,
Tranche XXII 15,000 462.30 15,000 0.00 - -
March 31, 2024 2024 March 31, 2023 2023
A) Holding Company
E Amount recognised in statement of profit and loss Rising Sun Holdings Dividend paid 191.68 - 18.82 -
Private Limited
Year ended March 31, 2024: ₹ 99.63 crores B) Fellow Subsidiary
Year ended March 31, 2023: ₹ 150.63 crores Poonawalla Finance Purchase of property plant 3.76 - 0.24 -
Private Limited and equipment
Leave and license agreement:
47 RELATED PARTIES Rent paid 18.55 - - -
Electricity expenses 0.09 - 0.55 -
(i) Name of related parties and description of relationship:
Office maintenance - - 0.46 -
Names of the Related parties where control exists charges
Security deposit paid - 3.63 3.63 3.63
A Holding Company Loan given to PFL 175.00 175.00 - -
employee welfare trust
Rising Sun Holdings Private Limited Interest on loan given to 0.86 - - -
PFL employee welfare trust
B Fellow Subsidiary C) Member of
Promoter group
Poonawalla Finance Private Limited
Magma HDI General Short-term loans and 11.73 1.05 44.44 1.41
Insurance Company advances given
C Member of Promoter group Refund / adjustment of 12.10 - 55.11 -
Limited
Magma HDI General Insurance Company Limited short-term loans and
advances given
Sanoti Properties LLP Claims received 0.01 - 0.09 -
Insurance commission 1.79 0.21 4.03 -
D Joint Venture income
Jaguar Advisory Services Private Limited Insurance premium paid 5.18 0.27* 6.39 0.06
Advance for mediclaim policy 6.33 6.17 7.71 7.90

47 RELATED PARTIES (CONTD.) 47 RELATED PARTIES (CONTD.)

Transaction Outstanding Transaction Outstanding (iii) Compensation of key managerial personnel
value for the amount as at value for the amount as at
Name of related party Nature of transaction
year ended March 31, year ended March 31, Year ended Year ended
Particulars
March 31, 2024 2024 March 31, 2023 2023 March 31, 2024 March 31, 2023
Subscription to public - 75.00 - 75.00
Short-term employee benefits 12.77 8.13
issue of NCD
Interest accrued but not 7.12 7.12 7.88 7.12 Post-employment defined benefit* 0.43 0.30
due on NCD
Share-based payments 242.97 73.51
Interest Paid on NCD 7.88 - 7.88 -
Sanoti Properties LLP Sale of stake in MHDI - - 361.39 - 256.17 81.94
* Excludes provision for encashable leave and gratuity for certain key management personnel as these are determined for the
D) Joint venture Company as a whole.
Jaguar Advisory Investment in equity - 0.02 - 0.02
Services Private shares Terms and conditions
Limited
E) Key Managerial All transactions with these related parties are priced on an arm’s length basis. Outstanding amount as
Personnel
at the end of the year, in respect of loan and advances are unsecured and to be settled in cash and / or
Mr. Abhay Bhutada Director's remuneration 5.00 - 5.00 -
adjusted against goods or services.
Mr. Sunil Samdani Salary 2.48 - - -
48 CONTINGENT LIABILITIES AND COMMITMENTS
Mr. Sanjay Miranka Salary 4.97 - 2.92 - Contingent liabilities and commitments (to the extent not provided for)
Share Capital 0.07 - 0.00 - (a) Contingent liabilities
Share Premium 5.90 - 0.38 - As at As at
Particulars
Dividend paid 0.07 - - - March 31, 2024 March 31, 2023
Mrs. Shabnum Salary 0.75 - 0.51 - Claims against the Group not acknowledged as debt
Zaman Share based payments 0.70 - 0.19 - i) Income tax matters under dispute 4.01 3.94
ii) VAT matters under dispute 6.65 8.20
Share Premium 0.45 - -
iii) Service tax matters under dispute 8.03 10.20
Dividend paid 0.00 - 0.00 -
F) Directors # iv) Legal cases against the Group * 0.90 2.78
1 Mr. Adar Cyrus Sitting fees 0.06 - 0.05 -
* The Group is also involved in other law suits, claims, investigations and proceedings, including collection and repossession
Poonawalla
related matters, which arise in the ordinary course of business. However, there are no significant claims on such cases. Future
2 Mr. Prabhakar Dalal Sitting fees 0.29 - 0.19 -
cash outflows in respect of the above, if any, is determinable only on receipt of judgement / decisions pending with the relevant
Commission 0.50 0.50 - - authorities.
3 Mr. Amar Sudhakar Sitting fees 0.37 - 0.33 -
Deshpande
4 Mr. Sajid Fazalbhoy Sitting fees 0.09 - 0.06 - b)
The amount included above represents best possible estimate arrived at on the basis of available
5 Mr. Atul Kumar Sitting fees 0.21 - 0.09 - information. The Management believes that it has a reasonable case in its defense of the proceedings and
Gupta Commission 0.50 0.50 - - accordingly no further provision has been created.
6 Mr. G Jaganmohan Sitting fees 0.15 - 0.27 -
Rao c)
The Group has certain litigations pending with income tax authorities, service tax authorities and other
7 Mr. Sanjay Kumar Sitting fees 0.23 - 0.24 - litigations which have arisen in the ordinary course of business. The Group has reviewed all such pending
Commission 0.50 0.50 - - litigations having an impact on the financial position, and has adequately provided for where provisions
8 Mrs. Vijayalakshmi R Sitting fees 0.16 - 0.14 -
are required and disclosed the contingent liabilities where applicable, in its consolidated financial
Iyer
9 Mr. Bontha Prasada Sitting fees 0.16 - 0.15 - statements.
Rao Commission 0.50 0.50 - -
10 Ms. Kemisha Soni Sitting fees 0.01 - - - d) Commitments
As at As at
Particulars
Notes : March 31, 2024 March 31, 2023
Estimated amount of contracts remaining to be executed on capital account and 3.01 2.11
- Related parties identified includes related parties as per section 2(76) of the Companies Act, 2013.
not provided for
- The Company has sold its stake in Grihum Housing Finance Limited (Formerly known as Poonawalla Housing Finance Limited)
Bank Guarantees provided 0.30 -
on July 26, 2023 and it ceased to be a subsidiary from July 26, 2023. Accordingly, transactions for the period ended July 25,
2023 are reported.
- Transactions with related parties have been identified on the basis of related party transactions disclosed in financial e)
The Group has a process whereby periodically all long term contracts are assessed for material foreseeable
statement of the respective subsidiary company. losses. As at year end, the Group does not have any long term contracts (including derivative contracts) for
* Balance represents receivable by Grihum Housing Finance Limited (Formerly known as Poonawalla Housing Finance Limited) which there were material foreseeable losses.
as at July 25, 2023.
# Sitting fees values are excluding of GST.

49 DISCONTINUED OPERATIONS 49 DISCONTINUED OPERATIONS (CONTD.)

The Company has sold its investment in Grihum Housing Finance Limited (‘GHFL’) (Formerly known as (iii) Assets and Liabilities of discontinued operations
Poonawalla Housing Finance Limited) on July 26, 2023 (effective date) with the requisite regulatory approvals As at As at
Particulars
pursuant to execution of a definitive share purchase agreement with Perseus SG Pte. Ltd., an entity affiliated March 31, 2024 March 31, 2023
to TPG Global LLC on December 14, 2022, approval of Board of Directors in their meeting held on December Cash and cash equivalents - 154.81
14, 2022, approval of shareholders on January 22, 2023 and approval of RBI vide its letter dated May 30, 2023. Bank balances other than cash and cash equivalents - 40.38
Loans - 5,438.57
Upon completion of the aforesaid sale transaction, GHFL ceased to be a subsidiary of the Company from the Investments - 97.35
effective date. Other financial assets - 143.96
Current tax assets (net) - 0.99
(i) Results of discontinued operations Property, plant and equipment - 15.01
Period ended Year ended Intangible assets - 1.28
Particulars
July 25, 2023 March 31, 2023 Intangible assets under development - 3.05
Revenue from operations Right of use assets - 48.86
Interest income 264.19 635.30 Other non-financial assets - 26.51
Fees and commission income Total Assets - 5,970.77
8.15 20.19
Payables - 21.28
Net gain on fair value changes 1.50 -
Debt securities - 283.49
Net gain on derecognition of financial instruments 14.24 48.13 Borrowings (other than debt securities) - 4,227.45
Total revenue from operations 288.08 703.62 Subordinated liabilities - 99.71
Other income 2.91 12.43 Lease liabilities - 51.31
Total Income 290.99 716.05 Other financial liabilities - 43.24
Deffered tax liabilities (net) - 15.55
Expenses
Provisions - 2.61
Finance costs 129.48 279.77
Other non-financial liabilities - 17.55
Net loss on fair value changes 0.05 0.53 Total Liabilities - 4,762.19
Impairment on financial instruments 10.98 36.39 Net assets - 1,208.58
Employee benefits expenses 67.45 168.69
Depreciation, amortisation and impairment 4.79 8.97 (iv) Details of the sale of the subsidiary
Other expenses 36.17 67.51 Year Ended Year ended
Particulars
March 31, 2024 March 31, 2023
Total Expenses 248.92 561.86
Profit before tax from discontinued operations Consideration received 3,583.60 -
42.07 154.19
Income tax on discontinued operations Carrying amount of net assets deconsolidated as on July 25, 2023 (1,226.87) -
10.52 38.97
Profit after tax from discontinued operations 31.55 115.22 Expenses towards sale of subsidiary (50.24)
Other comprehensive income from discontinued operations (0.19) 0.14 Consolidation adjustments on account of sale of the subsidiary 2.48 -
Total comprehensive income from discontinued operations 31.36 115.36 Gain on the sale of the subsidiary (before tax) 2,308.97 -
Earnings per equity share (for discontinued operations) Income tax expense on gain (567.83) -
Basic EPS (H) 0.41 1.51 Net gain on the sale of the subsidiary 1,741.14 -
Diluted EPS (H) 0.40 1.49

(v) Details of carrying amount of assets and liabilities as on date of sale of subsidiary (July 25,
(ii) Net cash flows attributable to discontinued operations 2023) were as follows :
Period ended Year ended As at
July 25, 2023 March 31, 2023 July 25, 2023
Cash flows (used in) from operating activities (436.55) (884.11) Loans 5,681.60
Cash flows (used in) from investing activities (21.08) (105.80) Other financial assets 772.17
Cash flows generated from financing activities 547.36 1,125.19 Non financial assets 117.83
Net cash flows generated 89.73 135.28 Total Assets 6,571.60

Borrowings (other than debt securities) 4,209.00
Debt securities 850.00
Subordinated liabilities 100.00
Other financial liabilities 128.21
Non financial liabilities 57.52
Total Liabilities 5,344.73
Net Assets 1,226.87

50 INTEREST IN OTHER ENTITIES 51

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF
SUBSIDIARIES, PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ
a. Subsidiaries WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014 IS GIVEN BELOW: (CONTD.)
The group’s subsidiary as at March 31, 2024 are set out below. Unless otherwise stated, they have share
capital consisting solely of equity shares that are held directly by the group, and the proportion of ownership (b) Additional information as required by Paragraph 2 of the General Instructions for Preparation
interests held equals the voting rights held by the group. The country of incorporation or registration is of Consolidated Financial Statements to Schedule III to the Companies Act, 2013
also their principal place of business.
Place of Ownership interest held by the Ownership interest held by non-
Name of the subsidiary business/ group (in %) controlling interests (in %) Principal Net assets, i.e., total
Share in other Share in total
company country of As at As at As at As at activities assets minus total Share in profit or loss
comprehensive income comprehensive income
incorporation March 31, 2024 March 31, 2023 Name of the liabilities
March 31, 2024 March 31, 2023
entity in the As % of As % of total
Grihum Housing India - 99.03 - 0.97 Housing group As % of As % of
consolidated compre-
Finance Limited(GHFL) Finance consolidated Amount consolidated Amount Amount Amount
other compreh- hensive
net assets profit or loss
(Formerly Poonawalla ensive income income
Housing Finance Holding
Limited)^ Poonawalla 99.38 8,116.40 122.16 2,055.96 129.69 0.83 122.16 2,056.79
Fincorp Limited
^ The Company has sold its stake in Grihum Housing Finance Limited (Formerly known as Poonawalla Housing Finance Limited)
Subsidiary
on July 26, 2023 and it ceased to be a subsidiary from July 26, 2023.
-Indian
Grihum Housing - - 1.87 31.55 (29.69) (0.19) 1.86 31.36
b. Interests in joint ventures Finance Limited
(GHFL)
The joint venture listed below has share capital consisting solely of equity shares, which are held directly Joint Ventures(as
by the group. The country of incorporation or registration is also their principal place of business, and per the equity
method)
the proportion of ownership interest is the same as the proportion of voting rights held. The below joint -Indian
venture is by the virtue of contractual agreement. Jaguar Advisory 0.62 50.68 - - - - - -
Services Private
Place of Ownership interest held by the Limited (JASPL)
Name Carrying value
business/ Accounting group (in %) Principal
of the Relationship Total Eliminations/ - - (24.03) (404.45) - - (24.02) (404.45)
country of method As at As at As at As at activities
company Consolidation
incorporation March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Adjustments
Jaguar India Joint Equity 48.89 48.89 50.70 50.70 Manpower 100.00 8,167.08 100.00 1,683.06 100.00 0.64 100.00 1,683.70
Advisory venture method and Advisory
Services Services
Private As at March 31, 2023
Limited
(JASPL) * Net assets, i.e., total
Share in other Share in total
assets minus total Share in profit or loss
comprehensive income comprehensive income
*Refer Note 18 Name of the liabilities
entity in the As % of As % of total
The joint venture company is unlisted and hence no quoted price is available. Accordingly fair values for the same is not disclosed. group As % of As % of
consolidated compre-
consolidated Amount consolidated Amount Amount Amount
other compreh- hensive
net assets profit or loss
ensive income income
51
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF Holding
SUBSIDIARIES, PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ Poonawalla 93.48 6,424.70 85.39 584.94 (25.37) 1.36 86.26 586.30
WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014 IS GIVEN BELOW: Fincorp Limited
Subsidiary
(a) Financial information of subsidiaries Grihum Housing Finance Limited (‘GHFL’) (Formerly -Indian
known as Poonawalla Housing Finance Limited) for the year ended March 31, 2024 and Grihum Housing
Finance Limited
17.58 1,208.58 16.81 115.22 (2.61) 0.14 16.97 115.36
March 31, 2023: (GHFL)

Joint Ventures(as
As at As at per the equity
March 31, 2024 March 31, 2023 method)
Share capital - 252.29 -Indian
Other equity - 956.29 Jaguar Advisory 0.74 50.68 - - - - - -
Services Private
Total assets - 5,970.77 Limited (JASPL)
Total liabilities - 4,762.19 Total Eliminations/ (11.80) (810.79) (2.21) (15.13) 127.98 (6.86) (3.23) (21.99)
Investments - 97.35 Consolidation
Adjustments
Total income - 716.05 100.00 6,873.17 100.00 685.03 100.00 (5.36) 100.00 679.67
Profit before taxation - 154.19
Provision for taxation - 38.97
Profit after taxation - 115.22
Dividend (including tax thereon) - -
% of shareholding - 99.03

52 TRANSFERS OF FINANCIAL ASSETS 53.1 FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT
In the ordinary course of business, the Group enters into transactions that result in the transfer of financial A. Financial instruments by category
assets. In accordance with the accounting policy set out in Note 2, the transferred financial assets continue to
The following table shows the carrying amounts of financial assets and financial liabilities.
be recognised or derecognised as per the conditions specified in Ind AS 109 - Financial Instruments.
The Group transfers financial assets that are not derecognised in their entirety are primarily through securitisation Particulars
transactions, in which loans to customers are transferred to securitisation special purpose vehicles.
Financial assets:
A. Transferred financial assets that are not derecognised in their entirety Cash and cash equivalents 255.18 - - 255.18
Bank balance other than cash and cash equivalents 13.36 - - 13.36
Securitisation
ertain loans to customers are sold by the Group to securitisation special purpose vehicles, which in turn
C Loans 22,046.41 - - 22,046.41
issue Pass Through Certificates (‘PTC’) to investors collateralised by the purchased assets. In securitisation Investments 366.57 207.98 303.78 878.33
transactions entered, the Company transfers loans to an unconsolidated securitisation vehicle, however Other financial assets 257.81 - - 257.81
it retains credit risk (principally by providing credit enhancement). The Group retains substantial risks and 22,967.99 207.98 303.78 23,479.75
rewards of such loan transferred and accordingly, does not derecognise the loans transferred in its entirety and
recognises an associated liability for the consideration received.
Payables 3.37 - - 3.37
he following table sets out the carrying amounts and fair values of all financial assets transferred that are not
T Debt securities 1,227.09 - - 1,227.09
derecognised in their entirety and associated liabilities: Borrowings (other than debt securities) 13,616.13 - - 13,616.13
As at As at
Particulars Lease liabilities 135.59 - - 135.59
March 31, 2024 March 31, 2023
Assets Other financial liabilities 597.26 - - 597.26
Securitisation - 131.81 15,816.35 - - 15,816.35
Carrying amount of assets - 131.81
As at As at As at March 31, 2023

Particulars
March 31, 2024 March 31, 2023 Particulars
Financial assets:
Loans from PTC Investors - 109.96
Carrying amount of associated liabilities - 109.96
Bank balance other than cash and cash equivalents 56.05 - - 56.05
For those liabilities that have recourse only to the transferred financial assets
Loans 15,218.53 - - 15,218.53
As at As at Investments 42.54 199.23 268.37 510.14
Particulars
March 31, 2024 March 31, 2023
Other financial assets 363.92 - - 363.92
Assets
16,303.09 199.23 268.37 16,770.69
Securitisation - 131.81 Financial liabilities:
Fair value of assets - 131.81 Payables 2.02 - - 2.02
Debt securities 950.24 - - 950.24
As at As at Borrowings (other than debt securities) 9,804.07 - - 9,804.07
Particulars
March 31, 2024 March 31, 2023
Lease liabilities 89.58 - - 89.58
Loans from PTC Investors - 110.09 Other financial liabilities 275.99 - - 275.99
Fair value of associated liabilities - 110.09 11,487.17 - - 11,487.17
B. Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are:
(a) recognised and measured at fair value and
(b) measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company
has classified its financial instruments into the three levels prescribed under the accounting standard. An
explanation of each level follows underneath the table.

53.1 FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT (CONTD.) 53.1 FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT (CONTD.)
Financial assets and liabilities measured at fair value - recurring fair value measurements Financial instruments valued at carrying value
As at March 31, 2024 Level 1 Level 2 Level 3 Total The respective carrying values of certain on-balance sheet financial instruments approximate their fair value.
These financial instruments include cash in hand, balances with other banks, receivables, trade payables
Financial assets:
Investments 303.78 207.98 - 511.76
and certain other financial assets and liabilities, with maturities less than a year from the balance sheet date.
Carrying values were assumed to approximate fair values for these financial instruments as they are short-
term in nature and their recorded amounts approximate fair values or are receivable or payable on demand.
Assets and liabilities which are measured at amortised cost / others for which fair values are disclosed
As at March 31, 2024 Amortised cost Fair Value Level 1 Level 2 Level 3
C. Valuation framework
Financial assets: The Group measures fair values using the following fair value hierarchy, which reflects the significance of the
Cash and cash equivalents 255.18 255.18 255.18 - - inputs used in making the measurements.
Bank balance other than cash and cash 13.36 13.36 13.36 - -
equivalents Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical assets or liabilities.
Receivables 28.66 28.66 - - 28.66
Loans 22,046.41 22,010.85 - - 22,010.85
Level 2 : The fair value of financial instruments that are not traded in active markets is determined using
Investments 366.57 366.57 350.27 16.30 - valuation techniques which maximize the use of observable market data either directly or indirectly, such as
Other financial assets 257.81 257.81 - - 257.81 quoted prices for similar assets and liabilities in active markets, for substantially the full term of the financial
22,967.99 22,932.43 618.81 16.30 22,297.32 instrument but do not qualify as Level 1 inputs. If all significant inputs required to fair value an instrument are
Financial liabilities: observable the instrument is included in level 2.
Payables 3.37 3.37 - - 3.37
Level 3 : If one or more of the significant inputs is not based in observable market data, the instruments is
Debt securities 1,227.09 1,231.74 - 1,231.74 -
included in level 3. That is, Level 3 inputs incorporate market participants’ assumptions about risk and the
risk premium required by market participants in order to bear that risk. The Company develops Level 3 inputs
Subordinated liabilities 236.91 252.97 - 252.97 -
Lease liabilities 135.59 135.59 - - 135.59 based on the best information available in the circumstances.
Financial instruments measured at fair value and fair value of financial instruments carried at amortised cost
15,816.35 15,837.06 - 15,100.84 736.22
Inter-relationship between
Significant unobservable
Financial assets and liabilities measured at fair value - recurring fair value measurements Type Valuation technique significant unobservable inputs
input
and fair value and sensitivity
As at March 31, 2023 Level 1 Level 2 Level 3 Total Financial assets Discounted cash flows: The valuation
Financial assets: and liabilities model considers the present value of
Not applicable Not applicable
Investments 268.37 199.23 - 467.60 measured at expected receipt/payment discounted
amortised cost using appropriate discounting rates
There is an inverse correlation.
Discounted cash flows: The valuation The discount rate is the
Assets and liabilities which are measured at amortised cost / others for which fair values are disclosed Financial assets Higher the discount rate i.e.
model considers the present value of average lending rate
and liabilities average lending rate for the
As at March 31, 2023 Amortised cost Fair Value Level 1 Level 2 Level 3 expected receipt/payment discounted at which the loans are
measured at FVOCI disbursed loans, lower the fair
using appropriate discounting rates. disbursed.
Financial assets: value of the assets.
Cash and cash equivalents 601.38 601.38 601.38 - - Financial assets
NAV based method. Not applicable Not applicable
Bank balances other than cash and cash measured at FVTPL
56.05 56.05 56.05 - - Investment NAV based method. Not applicable Not applicable
equivalents
Receivables 20.67 20.67 - - 20.67
Loans 15,218.53 15,166.92 - - 15,166.92
Investments 42.54 42.54 - 42.54 - 53.2 FAIR VALUE MEASUREMENTS OF DISCONTINUED OPERATIONS
Other financial assets 363.92 363.92 - - 363.92
a Financial assets and liabilities
16,303.09 16,251.48 657.43 42.54 15,551.51
Financial liabilities: The carrying amounts and fair values of financial instruments by category as follows:
Payables 2.02 2.02 - - 2.02
As at As at
Debt securities 950.24 957.61 - 957.61 - Particulars
March 31, 2024 March 31, 2023
Borrowings (other than debt securities) 9,804.07 9,804.60 - 9,804.60 - (i) Financial assets measured at amortized cost
Subordinated liabilities 365.27 389.97 - 389.97 - Cash and cash equivalents - 154.81
Lease liabilities 89.58 89.58 - - 89.58 - 40.38
Other bank balances
Loans - 5,438.57
11,487.17 11,519.77 - 11,152.18 367.59
Investments - 97.35
Other financial assets - 98.67
(ii) Financial assets measured at fair value through profit and loss
Other financial assets (Security receipts) - 45.29
Total - 5,875.07

53.2 FAIR VALUE MEASUREMENTS OF DISCONTINUED OPERATIONS (CONTD.) 53.2 FAIR VALUE MEASUREMENTS OF DISCONTINUED OPERATIONS (CONTD.)
As at As at As at March 31, 2024 As at March 31, 2023
Particulars
March 31, 2024 March 31, 2023 Particulars
Carrying value Fair value Carrying value Fair value
(i) Financial liabilities measured at amortized cost
- 6.26 Financial assets
Trade payables
Other payables - 15.02 Cash and cash equivalents - - 154.81 154.81
Debt securities - 283.49 Other bank balances - - 40.38 39.20

Borrowings (other than debt securities) - 4,227.45 Loans - - 5,438.57 5,473.39
Subordinated liabilities - 99.71 Investments - - 97.35 97.38
Lease liabilities - 51.31 Other financial assets - - 98.67 98.67
Other financial liabilities - 43.24 Total - - 5,829.78 5,863.45
Total - 4,726.48 Financial liabilities
Trade payables - - 6.26 6.26
b Fair values hierarchy Other payables - - 15.02 15.02
Financial assets and financial liabilities measured at fair value in the Statement of Profit and Loss and other Debt securities - - 283.49 282.81
comprehensive income are grouped into three levels of a fair value hierarchy. These three levels are defined Borrowings (other than debt securities) - - 4,227.45 4,227.45
based on the observability of significant inputs to the measurement, as follows:
Subordinated liabilities - - 99.71 99.71
Level 1: Quoted prices (unadjusted) for identical instruments in an active market; Lease liabilities - - 51.31 51.31
Other financial liabilities - - 43.24 43.24
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level
1 inputs; and Total - - 4,726.48 4,725.80
Level 3: Inputs which are not based on observable market data (unobservable inputs). The following methods and assumptions were used to estimate the fair values:
b.1 Financial assets and liabilities measured at fair value - recurring fair value measurements
b.3 Financial instruments measured at fair value and fair value of financial instruments carried at amortized cost
The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair
Inter-relationship between
value on a recurring basis: Significant significant unobservable
Type Valuation technique
unobservable input inputs and fair value and
As at March 31, 2024 Level 1 Level 2 Level 3 Total sensitivity
Discounted cash flows : The valuation
Assets
model considers the present value of
Financial assets at fair value through other comprehensive Financial assets and expected receipt/payment discounted using
income liabilities measured at appropriate discounting Not applicable Not applicable
Loans - - - - amortized cost
For Investments Net Asset Value based
Derivative financial instruments - - - - method has been considered
Financial assets at fair value through profit and loss Financial assets
Net Asset Value based method Not applicable Not applicable
Other financial assets - Security receipts - - - - measured at FVTPL
Liabilities There is an inverse
The discount rate
Discounted cash flows: The valuation correlation. Higher the
Derivative financial instruments - - - - is the average
model considers the present value of discount rate i.e. average
lending rate at
expected receipt/payment discounted using lending rate for the
which the loans
As at March 31, 2023 Level 1 Level 1 Level 1 Level 1 Financial assets and appropriate discounting rates disbursed loans, lower the
are disbursed
liabilities measured at fair value of the assets.
Assets
FVOCI Marked to There is an direct
Financial assets at fair value through other comprehensive market basis the relationship with the
income Marked to market positions for derivative
input received amount/input as provided
financials instruments valuation techniques
Loans - - - - from respective by the respective financial
institution instruments
Derivative financial instruments - - - -
Financial assets at fair value through profit and loss
Other financial assets - Security receipts - 45.29 - 45.29
54.1 FINANCIAL RISK MANAGEMENT
Liabilities
The Company assumes credit risk, market risk, operational risk, liquidity risk,, interest rate risk, compliance risk,
Derivative financial instruments - - - -
and reputational risk in the normal course of its business. This exposes the Company to a substantial level of
inherent financial risk.
b.2 Fair value of financial instruments measured at amortized cost
Fair value of instruments measured at amortized cost for which fair value is disclosed is as follows: i Risk management framework
The Company’s board of directors has overall responsibility for the establishment and oversight of the
Company’s risk management framework. The board of directors has established the Risk Management
Committee, which is responsible for developing and monitoring the Company’s risk management policies.
The committee reports regularly to the Board of Directors on its activities.
54.1 FINANCIAL RISK MANAGEMENT (CONTD.) 54.1 FINANCIAL RISK MANAGEMENT (CONTD.)
Risk management involves identifying, measuring, monitoring and managing risks on a regular basis. d) Exposure at default (EAD)
The objective of risk management is to increase shareholders’ value and achieve a return on equity that The exposure at default (EAD) represents the gross carrying amount of the financial instruments subject to the
is commensurate with the risks assumed. To achieve this objective, the Company employs leading risk impairment calculation.
management practices and recruits skilled and experienced people.
To calculate the ECL for a Stage 1 loan, the Company assesses the possible default events within 12 months
The Company’s risk management policies are established to identify and analyze the risks faced by the for the calculation of the 12 month ECL. For Stage 2 and Stage 3 financial assets, the exposure at default is
Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk considered for events over the lifetime of the instruments.
Company’s activities. e) Loss given default (LGD)
Loss given default (LGD) represents estimated financial loss the Company is likely to suffer in respect of default
ii Credit risk
account and it is used to calculate provision requirement on EAD along with PD. The Company uses collection
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument details on previously defaulted cases for calculating LGD including estimated direct cost of collection from
fails to meet its contractual obligations, and arises principally from the Company’s asset on finance. default cases. Appropriate discounting rates are applied to calculate present value of future estimated
The carrying amounts of financial assets represent the maximum credit risk exposure. collection net of direct collection cost. LGD thus calculated is used for all stages, i.e. Stage 1, Stage 2 and Stage 3.
For newly launched products, where historical collection data is not available or insufficient, the Company
a) Credit risk management either uses the collection performance of an existing product which closely resembles the new product or
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. industry level aggregate data obtained from credit bureaus/third-party data providers, or regulatory guidance
However, management also considers the factors that may influence the credit risk of its customer base, available if any.
including the default risk associated with the industry. A financial asset is ‘credit-impaired’ when one or more
f) Discounting
events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data: ECL is computed by estimating timing of expected credit shortfalls associated with defaults and discounting
them using effective interest rate.
• A breach of contract such as a default or past due event
g) Significant increase in credit risk
• When a borrower becomes more than 90 days past due in its contractual payments
The Group continuously monitors all assets subject to ECLs. In order to determine whether an instrument or
The Risk Management Committee has established credit policies for various lending products under which a portfolio of instruments is subject to 12 months ECL or life time ECL, the Group assesses whether there has
each new customer is analyzed individually for credit worthiness before the Company’s standard payment and been a significant increase in credit risk since initial recognition. The Group also applies a secondary qualitative
delivery terms and conditions are offered. The Company’s review includes background verification, financial method for triggering a significant increase in credit risk for an asset, such as moving a customer/facility to
statements, income tax returns, GST details, credit bureau information, industry information, etc (as applicable). the watch list, or the account becoming forborne. Regardless of the change in credit grades, if contractual
payments are more than 1 month overdue, the credit risk is deemed to have increased significantly since
b) Probability of default (PD)
initial recognition.
Analysis of historical data regarding days past due (DPD) or delinquency of loans is the primary input into
the determination of the term structure of PD for exposures. The Company collects performance and default The Group has applied a three-stage approach to measure expected credit losses (ECL) on loans and other
information about its credit risk exposures analysed by type of product or borrower as well as by DPD. The credit exposures accounted for at amortised cost and FVOCI. Loss rates are calculated using a ‘roll rate’ method
Company employs statistical methods to analyse the data collected and generate estimates of the PD based on the probability of a receivable progressing through successive stages of delinquency to write-off.
of exposures. Assets migrate through following three stages based on the changes in credit quality since initial recognition:
In case of newly launched products, where the Company does not have sufficient historical data (a) Stage 1: 12 months ECL: For exposures where there is no significant increase in credit risk since initial
to estimate PD, it uses industry level aggregate data obtained from credit bureaus, or third-party recognition and that are not credit-impaired upon origination, the portion of the lifetime ECL associated
data providers or performance of an existing product which closely resembles the new product. with the probability of default events occurring within the next 12- months is recognized.
Expected loss has been calculated as an unbiased and probability-weighted amount for multiple scenarios. (b) Stage 2: Lifetime ECL, not credit-impaired: For credit exposures where there has been a significant
The probability of default has been calculated for 3 scenarios: upside (16% probability), downside (16%) and increase in credit risk since initial recognition but are not credit-impaired, a lifetime ECL is recognized.
base (68%). These weightages have been decided on best practices and expert judgement.
(c) Stage 3: Lifetime ECL, credit-impaired: Financial assets are assessed as credit impaired upon occurrence
c) Definition of default of one or more events that have a detrimental impact on the estimated future cash flows of that asset.
The Company considers a financial instrument defaulted, and therefore Stage 3 (credit-impaired), for ECL For financial assets that have become credit-impaired, a lifetime ECL is recognized and interest revenue is
calculations in all cases when the borrower becomes 90 DPD from its contractual payments or has been calculated by applying the effective interest rate to the amortised cost.
classified as NPA as per regulatory classification. The Company considers probability of default upon initial
h) Expected credit loss on Loans
recognition of asset and whether there has been any significant increase in credit risk (SICR) on an ongoing
basis throughout each reporting period. To assess whether there is SICR the Company compares the risk of The Company assesses whether the credit risk on a financial asset has increased significantly on collective
default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. basis. For the purpose of collective evaluation of impairment, financial assets are grouped on the basis of
Following indicators are incorporated: shared credit risk characteristics, taking into account instrument type, product type, collateral type, and other
relevant factors.
- DPD analysis as on each reporting date
The Company considers defaulted assets as those which are contractually 90 days past due, other than those
- significant increase in credit risk on other financial instruments of same borrower assets where there is empirical evidence to the contrary. Financial assets which are contractually more than 30
days and upto 90 days past due are classified under Stage 2 - life time ECL, not credit impaired, barring those
where there is empirical evidence to the contrary. An asset migrates down the ECL stage based on the change Expected credit loss on trade receivables and other financial assets
in the risk of a default occurring since initial recognition. If in a subsequent period, credit quality improves and Trade receivables primarily includes receivables against sale of power, support services and operating lease.
reverses any previously assessed significant increase in credit risk since origination, then the loan loss provision These receivables are of short term nature and there has been no impairment allowance on the same. Credit
stage reverses to 12 months ECL from lifetime ECL. risk on excess interest spread receivable is low as it primarily falls in Stage 1. Other financial asset are measured
The Company measures the amount of ECL on a financial instrument in a way that reflects an unbiased and at FVTPL and hence the credit risk is already factored in the fair value.
probability-weighted amount. The Company considers its historical loss experience and adjusts the same
Cash and cash equivalents and bank balance other than cash and cash equivalents
for current observable data. The key inputs into the measurement of ECL are the probability of default, loss
given default and exposure at default. These parameters are derived from the Company’s internally developed The Group holds cash and cash equivalents and bank balance of ₹ 268.54 crores at March 31, 2024 (March
models and other historical data. In addition, the Company uses reasonable and supportable information on 31, 2023: ₹ 657.43 crores). The cash and cash equivalents are held with bank and financial institution
future economic conditions including macroeconomic factors. Since incorporating these forward looking counterparties with sound credit ratings.
information increases the judgment as to how the changes in these macroeconomic factor will affect ECL, the
An analysis of changes in gross carrying amount and corresponding ECL allowances is as follows :
methodology and assumptions are reviewed regularly.
(i) Movements in the gross carrying amount in respect of loans, i.e. asset on finance
Forward looking information
In its ECL models, the Group relies on a broad range of forward looking information as macro economic inputs.
As required by Ind AS 109, Macro Economic (ME) overlays are required to be factored in ECL Models and Reconciliation of gross carrying amount Stage 1 Stage 2 Stage 3
accordingly, Group have used consumer price index as the relevant ME variable. Overtime, new ME variable Gross carrying amount on April 1, 2022 13,600.69 1,489.34 413.04
may emerge to have a better corelation and may replace ME being used now. Transfer to Stage 1 53.02 (45.84) (7.19)
Further, Stage 1 and Stage 2 assets includes loans where assets are considered as Sub-standard for limited purpose Transfer to Stage 3 (105.27) (46.76) 152.03
of regulatory disclosures as per RBI notification no. RBI/2021-2022/125 DOR.STR.REC.68/21.04.048/2021-22 New financial assets originated or purchased 10,550.69 310.49 31.51
dated November 12, 2021. The assets have been provided for as per Ind AS requirement. Financial assets that have been derecognised / repaid (5,146.25) (576.51) (131.66)
Write offs (280.74) (318.67) (186.24)
Policy on write off of loan assets Adjustment for discontinued operations (3,854.97) (349.25) (40.84)
Financial assets are fully provided for or written off (either partially or in full) when there is no reasonable Gross carrying amount on March 31, 2023 14,417.84 867.68 225.10
expectation of recovering a financial asset in its entirety or a portion thereof. However, financial assets that are Transfer to Stage 1 81.64 (78.27) (3.37)
written off could still be subject to enforcement activities under the Group recovery procedures, taking into Transfer to Stage 2 (234.06) 235.86 (1.80)
account legal advice where appropriate. Any recoveries made are recognised in statement of profit or loss on Transfer to Stage 3 (103.95) (38.00) 141.95
actual realization from customer. Loan assets originated or purchased (net of repayments) 17,473.46 227.97 583.44
Loan assets that have been derecognised / repaid (excluding write offs) (9,031.95) (425.40) (97.86)
The following table provides information about the exposure to credit risk and expected credit loss for assets Write offs (441.02) (174.87) (579.01)
on finance. Gross carrying amount on March 31, 2024 22,161.96 614.97 268.45

(ii) Movements in the allowance for impairment in respect of loans, i.e. asset on finance
Particulars carrying average allowance credit Loans measured at amortised cost
amount loss rate -impaired
Loss allowance measured at life-time expected
As at March 31, 2024 Loss allowance
losses
Current (not past due) 21,406.91 3.09% 662.36 No measured at 12 Financial assets for
Reconciliation of loss allowance Financial assets for
which credit risk has
Upto 30 days overdue 755.05 11.30% 85.30 No month expected which credit risk has
increased significantly
More than 30 days and upto 60 days overdue 453.49 17.84% 80.90 No losses increased significantly
and not credit-
and credit-impaired
More than 60 days and upto 90 days overdue 161.48 23.42% 37.82 No impaired
More than 90 days overdue 268.45 49.39% 132.59 Yes Gross carrying amount on April 1, 2022 184.95 224.41 243.24
23,045.38 4.33% 998.97 Transfer to Stage 1 1.20 (1.09) (0.11)
Particulars carrying average allowance credit Loan assets originated or purchased 60.89 19.78 12.10
amount loss rate -impaired Loan assets that have been derecognised / repaid (32.61) (96.01) (89.76)
As at March 31, 2023 (excluding write offs)
Current (not past due) 13,571.86 0.58% 78.11 No Write offs (11.57) (43.27) (118.21)
Upto 30 days overdue 656.15 3.68% 24.15 No Adjustment for discontinued operations (12.44) (45.05) (15.29)
More than 30 days and upto 60 days overdue 707.33 6.71% 47.48 No Gross carrying amount on March 31, 2023 102.26 74.94 103.96
More than 60 days and upto 90 days overdue 235.29 11.67% 27.46 No
More than 90 days overdue 329.07 31.60% 103.97 Yes
15,499.70 1.81% 281.17

Loss allowance measured at life-time expected Fair value of collateral relating to credit impaired financial assets
losses
Loss allowance
Financial assets for As at As at
measured at 12 Financial assets for Particulars
Reconciliation of loss allowance which credit risk has March 31, 2024 March 31, 2023
month expected which credit risk has
increased significantly Collateral value of underlying assets 443.66
losses increased significantly 452.05
and not credit-
and credit-impaired
impaired Gross carrying amount 268.45 225.10
Transfer to Stage 1 7.65 (6.67) (0.98) Loss allowance 132.59 103.97
Transfer to Stage 3 (44.67) (20.74) 65.41 iii Liquidity risk
Loan assets originated or purchased 489.20 48.98 78.49
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with
Loan assets that have been derecognised / repaid 283.49 9.94 (55.41)
(excluding write offs) its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to
Write offs (49.93) (28.60) (58.35) managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities
Gross carrying amount on March 31, 2024 747.66 118.72 132.59 when they are due, under both normal and stressed conditions in a timely manner, without incurring
unacceptable losses or risking damage to the Group’s reputation. The Group uses activity-based costing to
The revised terms usually include extending the maturity, changing the timing of interest payments and cost its products and services, which assists it in monitoring cash flow requirements and optimising its cash
amending the terms of loan covenants. Upon renegotiation, such accounts are classified as Stage 2 or Stage 3 return on investments.
depending upon nature and status of account at the time of renegotiation. Such accounts are upgraded only
upon observation of satisfactory repayments of one year from the date of renegotiation. The Group has obtained fund and non-fund based working capital lines from various banks. Further, the
Group has access to funds from debt markets through commercial paper, non-convertible debentures and
Exposure to modified financial assets not resulting in de-recognition : other debt instruments including term loans. Cash Credit / WCDL limits are renewed on annual basis and
As at As at
are therefore revolving in nature. The Group also manages liquidity by raising funds through Securitisation /
Particulars
March 31, 2024 March 31, 2023 assignment transactions.
Gross carrying amount 55.76 122.38
Exposure to liquidity risk
Loss allowance 9.40 17.73
Net carrying amount 46.36 104.65
The following are the remaining gross and undiscounted contractual maturities of financial liabilities (including
interest portion) at the reporting date.
i) Concentration risk
Pursuant to the guidelines of the RBI, credit exposure to an individual borrower must not exceed 25% of owned As at March 31, 2024 Carrying Gross nominal More than 5
0-12 months 1-3 years 3-5 years
fund and 40% of owned fund of the Company to any single group of borrower. The Company is in compliance amount outflow years
with these guidelines. Non - derivative financial
liabilities
In addition, the Company views the concentration of risk on the basis of below product category. Trade payables 3.37 3.37 3.37 - - -
As at As at Debt securities 1,227.09 1,356.05 578.78 771.32 0.98 4.97
Loans to customers (carrying value)
March 31, 2024 March 31, 2023 Borrowings (other than debt 13,616.13 15,187.53 8,075.03 4,376.58 2,563.19 172.73
Asset backed finance (ABF) 4,474.82 4,965.14 securities)
Loan against property (LAP) 4,541.84 2,454.15 Subordinated liabilities 236.91 303.15 22.28 263.25 17.62 -
Personal and Professional Loan 6,647.37 3,645.89
Small and medium enterprise (SME) 5,206.61 4,420.41
NBFC Lending 2,174.74 25.03
Total 23,045.38 15,510.62
As at March 31, 2023 Gross

As at As at Carrying More than 5
Loans to customers (%) nominal 0-12 months 1-3 years 3-5 years
March 31, 2024 March 31, 2023 amount years
outflow
Asset backed finance (ABF) 19.42% 32.01% Non - derivative financial
Loan against property (LAP) 19.71% 15.82% liabilities
Personal and Professional Loan 28.84% 23.51% Trade payables 2.02 2.02 2.02 - - -
Small and medium enterprise (SME) 22.59% 28.50% Debt securities 950.24 1,105.00 301.53 797.03 0.99 5.45
NBFC Lending 9.44% 0.16% Borrowings (other than debt 9,804.07 10,927.89 5,862.11 3,194.84 1,614.06 256.88
Total 100.00% 100.00% securities)

iv Market risk Legal and operational risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity Legal risk
prices, which will affect the Group’s income or the value of its holdings of financial instruments. The objective of
Legal risk is the risk relating to losses due to legal or regulatory action that invalidates or otherwise precludes
market risk management is to manage and control market risk exposures within acceptable parameters, while
performance by the end user or its counterparty under the terms of the contract or related netting agreements.
optimising the return. All such transactions are carried out within the guidelines set by the Risk Management
Committee. Generally, borrowings are denominated in currencies that match the cash flows generated by the The Company has developed preventive controls and formalised procedures to identify legal risks so
underlying operations of the Group – primarily ₹. In cases where the borrowings is denominated in foreign that potential losses arising from non-adherence to laws and regulations, negative publicity, etc. are
currency, the Group uses derivatives to manage market risks. significantly reduced.
Interest rate risk As at March 31, 2024, there were legal cases pending against the Company aggregating ₹ 0.90 crores (March
31, 2023: ₹ 2.78 crores). Based on the opinion of the Company’s legal advisors, the management believes that
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any
no substantial liability is likely to arise from these cases.
movement in the reference rates could have an impact on the Group’s cash flows as well as costs.
The Group is subject to variable interest rates on some of its interest bearing financial assets/ liabilities. Operational risk
The Group also uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund Operational risk framework is designed to cover all functions and verticals towards identifying the key risks in
requirements for its day to day operations like short-term loans. the underlying processes.
Exposure to interest rate risk The framework, at its core, has the following elements:
The interest rate profile of the Company’s interest-bearing financial instruments is as follows: 1. Documented Operational Risk Management Policy and Standard Operating Procedures (SOP)
As at As at 2. Third party risk management through Outsourcing Risk Policy and SOP
Particulars
March 31, 2024 March 31, 2023
Fixed rate instruments 3. Well defined Governance Structure
Financial assets 18,937.91 14,316.54 4. Use of Identification & Monitoring tools and like Risk Control Self- Assessment (RCSA), Key Risk Indicators
Financial liabilities 4,672.88 5,477.04 (KRIs), Risk Appetite Statements (RAS) and Control testing
Variable rate instruments
5. Standardized reporting templates, reporting structure and frequency
Financial assets 4,541.84 2,454.15
6. Regular workshops and training for enhancing awareness and risk culture
Financial liabilities 11,143.47 6,010.13
The Company has adopted the globally accepted 3-lines of defense approach to risk management:
Cash flow sensitivity analysis for variable rate instruments
First line – Each function / vertical undergoes transaction testing to evaluate internal compliance and thereby
A reasonably possible change of 100 bps in interest rate at the reporting date would have increased or lay down processes for further improvement. Thus, the approach is “bottom-up”, ensuring acceptance of
decreased equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, findings and faster adoption of corrective actions, if any, to ensure mitigation of perceived risks.
in particular foreign currency exchange rates, remain constant.
Second line – Independent risk management vertical supports the first line in developing risk mitigation
Profit or (loss) strategies and provides oversight through regular monitoring. All key risks are presented to the Risk
Particulars
100 bps 100 bps
Management Committee on a quarterly basis.
increase decrease
Third line – Internal Audit conducts periodic risk-based audits of all functions and process to provide an
independent assurance to the Audit Committee.
Variable rate instruments (66.02) 66.02
As at March 31, 2023 During the year ended March 31, 2024, the Operational Risk (‘OR’) team has helped to identify, assess, monitor
and mitigate risks across the organization. RCSA exercises, Internal Finance Control (‘IFC’) testing and KRI
Variable rate instruments (35.56) 35.56
monitoring have been conducted for key business units / support functions, and action plans have been
The model assumes that interest rate changes are instantaneous parallel shifts in the yield curve. Although some developed to plug process gaps. Apart from this quarterly RAS monitoring and Outsourcing Risk management
assets and liabilities may have similar maturities or periods to re-pricing, these may not react correspondingly was also undertaken during the FY. The OR team helps senior management monitor risks through quarterly
to changes in market interest rates. Also, the interest rates on some types of assets and liabilities may fluctuate reporting of OR information to the Operational Risk Management Committee (‘ORMC’) and the RMC.
with changes in market interest rates, while interest rates on other types of assets may change with a lag.
The risk estimates provided assume a parallel shift of 100 bps interest rate across all yield curves. This
54.2 FINANCIAL RISK MANAGEMENT OF DISCONTINUED OPERATIONS
calculation also assumes that the change occurs at the balance sheet date and has been calculated based
on risk exposures outstanding as at that date. The year-end balances are not necessarily representative of the The Company assumes credit risk, market risk, operational risk, liquidity risk,, interest rate risk, compliance risk,
average debt outstanding during the year. This analysis assumes that all other variables remain constant. and reputational risk in the normal course of its business. This exposes the Company to a substantial level of
inherent financial risk.

54.2 FINANCIAL RISK MANAGEMENT OF DISCONTINUED OPERATIONS (CONTD.) 54.2 FINANCIAL RISK MANAGEMENT OF DISCONTINUED OPERATIONS (CONTD.)
Risk management framework recognition. It considers available reasonable and supportive forward-looking information. Following
The Company’s board of directors has overall responsibility for the establishment and oversight of the indicators are incorporated:
Company’s risk management framework. The board of directors have established the risk management - DPD analysis as on each reporting date
committee, which is responsible for developing and monitoring the Company’s risk management policies.
- significant increase in credit risk on other financial instruments of same borrower
Efficient and timely management of risks involved in the Company’s activities is critical for the financial
soundness and profitability of the Company. Risk management involves the identifying, measuring, monitoring, - significant changes in value of the collateral supporting the obligation or in the quality of third
managing and reporting of risks on a regular basis. The objective of risk management is to increase shareholders’ party guarantees or credit enhancements.
value and achieve a return on equity that is commensurate with the risks assumed. To achieve this objective, An asset migrates down the ECL Stage based on the change in the risk of a default occurring since
the Company employs leading risk management practices and recruits skilled and experienced people. initial recognition. If in a subsequent period, credit quality improves and reverses any previously
The Company’s risk management policies are established to identify and analyze the risks faced by the assessed significant increase in credit risk since origination, then the loan loss provision stage reverses
Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk to 12 months ECL from lifetime ECL.
d) Exposure at default (EAD)
Company’s activities. The Company, through its training and management standards and procedures, aims
to maintain a disciplined and constructive control environment in which all employees understand their roles The exposure at default (EAD) represents the gross carrying amount of the financial instruments
and obligations. subject to the impairment calculation.
To calculate the ECL for a Stage 1 loan, the Company assesses the possible default events within
A Credit risk
12 months for the calculation of the 12 month ECL. For Stage 2 and Stage 3 financial assets, the
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument exposure at default is considered for events over the lifetime of the instruments.
fails to meet its contractual obligations and arises principally from the Company’s asset on finance.
e) Loss given default (LGD)
The carrying amounts of financial assets represent the maximum credit risk exposure.
Loss given default (LGD) represents estimated financial loss the Company is likely to suffer in respect of
a) Credit risk management default account and it is used to calculate provision requirement on EAD along with PD. The Company
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each uses collection details on previously defaulted cases for calculating LGD including estimated direct
customer. However, management also considers the factors that may influence the credit risk of its cost of collection from default cases. Appropriate discounting rates are applied to calculate present
customer base, including the default risk associated with the industry. A financial asset is ‘credit- value of future estimated collection net of direct collection cost. LGD thus calculated is used for all
impaired’ when one or more events that have a detrimental impact on the estimated future cash Stages, i.e. Stage 1, Stage 2 and Stage 3.
flows of the financial asset have occurred. Credit impaired asset and significant increase in credit risk
f) Significant increase in credit risk
is assessed by the following observable data:
The Company continuously monitors all assets subject to ECLs. In order to determine whether an
• a breach of contract such as a default or past due event; instrument or a portfolio of instruments is subject to 12 months ECL or life time ECL, the Company
• when a borrower becomes 90 days past due in its contractual payments; assesses whether there has been a significant increase in credit risk since initial recognition; if
contractual payments are more than 30 days past due, the credit risk is deemed to have increased
The risk management committee has established a credit policy under which each new customer significantly since initial recognition.
is analyzed individually for credit worthiness before the Company’s standard payment and delivery
terms and conditions are offered. The Company’s review includes external ratings, if they are available, The Company has applied a three-Stage approach to measure expected credit losses (ECL) on loans
background verification, financial statements, income tax returns, credit agency information, industry and other credit exposures accounted for at amortized cost and FVOCI. Loss rates are calculated using
information, etc. a ‘roll rate’ method based on the probability of a receivable progressing through successive Stages
of delinquency to write-off. Assets migrate through following three Stages based on the changes in
b) Probability of default (PD) credit quality since initial recognition:
Days past due (DPD) analysis is the primary input into the determination of the term structure of Stage 1: 12 months ECL: For exposures where there is no significant increase in credit risk since
(a)
PD for exposures. The Company collects performance and default information about its credit risk initial recognition and that are not credit-impaired upon origination, the portion of the lifetime
exposures analyzed by jurisdictions or region and type of product or borrower as well as by DPD. The ECL associated with the probability of default events occurring within the next 12- months
Company employs statistical models to analyze the data collected and generate estimates of the PD is recognized.
of exposures and how these are expected to change as a result of passage of time.
Stage 2: Lifetime ECL, not credit-impaired: For credit exposures where there has been a
(b)
c) Definition of default and cure significant increase in credit risk since initial recognition but are not credit-impaired, a lifetime
The Company considers a financial instrument defaulted and therefore Stage 3 (credit-impaired) for ECL is recognized.
Expected Credit Loss(ECL) calculations in all cases when the borrower becomes 90 days past due on Stage 3: Lifetime ECL, credit-impaired: Financial assets are assessed as credit impaired upon
(c)
its contractual payments. occurrence of one or more events that have a detrimental impact on the estimated future
The Company considers probability of default upon initial recognition of asset and whether there has cash flows of that asset. For financial assets that have become credit-impaired, a lifetime ECL
been any significant increase in credit risk on an ongoing basis throughout each reporting period. is recognized and interest revenue is calculated by applying the effective interest rate to the
To assess whether there is a significant increase in credit risk the Company compares the risk of amortized cost
default occurring on the asset as at the reporting date with the risk of default as at the date of initial

g) Expected credit loss on Loans h) Movements in the gross carrying amount in respect of loans and other financial assets

The Company assesses whether the credit risk on a financial asset has increased significantly on (i) Loans measured at amortized cost
collective basis. For the purpose of collective evaluation of impairment, financial assets are grouped
on the basis of shared credit risk characteristics, taking into account instrument type, product type, Reconciliation of gross carrying amount Stage 1 Stage 2 Stage 3
collateral type, and other relevant factors. Gross carrying amount on March 31, 2022 3,859.56 349.26 40.84
Transfer from Amortised cost to Fair value through OCI - - -
The Company considers defaulted assets as those which are contractually past due 90 days, other
than those assets where there is empirical evidence to the contrary. Financial assets which are Transfer to Stage 1 159.14 (156.76) (2.38)
contractually past due 30 days are classified under Stage 2 - life time ECL, not credit impaired, barring Transfer to Stage 2 (63.67) 64.87 (1.20)
those where there is empirical evidence to the contrary. An asset migrates down the ECL stage based Transfer to Stage 3 (19.50) (11.38) 30.88
on the change in the risk of a default occurring since initial recognition. If in a subsequent period, Loans assets originated or purchased 2,313.96 5.83 1.35
credit quality improves and reverses any previously assessed significant increase in credit risk since
Net Financial assets that have been derecognised/ (920.35) (97.82) (32.27)
origination, then the loan loss provision stage reverses to 12-months ECL from lifetime ECL. repaid(excluding write offs)
The Company measures the amount of ECL on a financial instrument in a way that reflects an Write offs (net of recoveries) (10.47) (11.90) (0.14)
unbiased and probability-weighted amount. The Company considers its historical loss experience Gross carrying amount on March 31, 2023 5,318.67 142.10 37.08
and adjusts the same for current observable data. The key inputs into the measurement of ECL are Transfer to Stage 1 - - -
the probability of default, loss given default and exposure at default. These parameters are derived Transfer to Stage 2 - - -
from the Company’s internally developed statistical models and other historical data. In addition, the
Transfer to Stage 3 - - -
Company uses reasonable and supportable information on future economic conditions including
macroeconomic factors. Since incorporating these forward looking information increases the Transfer to Stage 2 - - -
judgment as to how the changes in these macroeconomic factor will affect ECL, the methodology Net Financial assets that have been derecognised/ - - -
and assumptions are reviewed regularly. repaid(excluding write offs)
Write offs (net of recoveries) - - -
Forward looking information Gross carrying amount on March 31, 2024 - - -
In its ECL models, the Company relies on a broad range of forward looking information such as macro
economic inputs. As required by Ind AS 109, Macro Economic (ME) overlays are required to be factored (ii) Movements in the allowance for impairment in respect of loans and other financial assets
in ECL Model. Overtime, new ME variable may emerge to have a better correlation and may replace The movement in the allowance for impairment in respect of asset on finance is as follows:
ME being used now.
Loans measured at amortized cost
The following table provides information about the exposure to credit risk and expected credit loss
Loss allowance measured at life-time expected
for loans : losses
Loss allowance
measured at 12 Financial assets for Financial assets for
Loans measured at amortized cost Reconciliation of loss allowance
month expected which credit risk has which credit risk has
increased significantly increased significantly
Weighted losses(Stage 1)
Gross carrying Loss Whether credit and not credit- and credit-
Particulars amount
average loss
allowance - impaired impaired(Stage 2) impaired(Stage 3)
rate
Loss allowance on March 31, 2022 12.45 45.05 15.29
As at March 31, 2024 Transfer from Amortised cost to Fair value - - -
Current (not past due)(Stage 1) - - - No through OCI
1-30 days past due(Stage 1) - - - No Transfer to Stage 1 13.79 (13.67) (0.12)
31-60 days past due(Stage 2) - - - No Transfer to Stage 2 (8.09) 8.23 (0.14)
61-90 days past due(Stage 2) - - - No Transfer to Stage 3 (7.30) (10.26) 17.56
Loans assets originated or purchased 2.24 0.71 0.48
More than 90 days past due(Stage 3) - - - Yes
Loans assets that have been derecognised/ 18.68 (0.93) (12.19)
As at March 31, 2023 repaid(excluding write offs)
Current (not past due)(Stage 1) 5,150.47 0.31% 15.90 No Write offs (net of recoveries) (10.46) (11.90) (0.14)
1-30 days past due(Stage 1) 168.20 3.22% 5.41 No Loss allowance on March 31, 2023 21.31 17.23 20.74
31-60 days past due(Stage 2) 113.60 10.55% 11.99 No Transfer from Amortised cost to Fair value - - -
61-90 days past due(Stage 2) 28.50 18.39% 5.24 No through OCI
More than 90 days past due(Stage 3) 37.08 55.93% 20.74 Yes
5,497.85 1.08% 59.28
Loans assets originated or purchased - - -
Expected credit loss on other financial assets
Loans assets that have been derecognised/ - - -
Other financial assets primarily includes excess interest spread receivable and security receipts. repaid(excluding write offs)
Credit risk on excess interest spread receivable is low as it primarily falls in Stage 1. Security receipts Write offs (net of recoveries) - - -
are measured at FVTPL and hence the credit risk is already factored in the fair value. Loss allowance on March 31, 2024 - - -
An analysis of changes in gross carrying amount and corresponding ECL allowances is as follows

B) Liquidity risk Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated movement in the reference rates could have an impact on the Company’s cash flows as well as costs.
with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company’s
approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its interest rate exposure is mainly related to debt obligations. The Company also uses a mix of interest rate
liabilities when they are due. Management monitors rolling forecasts of the Company’s liquidity position sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations
and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the like short-term loans.
liquidity of the market in which the entity operates.
Cash flow sensitivity analysis for variable rate instruments
Maturities of financial liabilities
A reasonably possible change of 100 basis points in interest rate at the reporting date would have increased
The tables below analyze the Company’s financial liabilities into relevant maturity groupings based on or decreased equity and profit or loss by the amounts shown below :
their contractual maturities.
Profit or (loss)
The amounts disclosed in the table are the contractual undiscounted cash flows : Particulars
100 bps 100 bps
increase decrease
More than 3
March 31, 2024 Less than 1 year 1-3 year
years
Total March 31, 2024
Non-derivatives Variable rate instruments - -

Debt Securities - - - - Cash flow sensitivity (net) - -
Borrowings (other than debt securities) - - - - March 31, 2023
Subordinated liabilities - - - - Variable rate instruments 7.97 (7.97)
Payables - - - - Cash flow sensitivity (net) 7.97 (7.97)
Other financial liabilities - - - -
The model assumes that interest rate changes are instantaneous parallel shifts in the yield curve.
Lease liabilities - - - -
Although some assets and liabilities may have similar maturities or periods to re-pricing, these may not
Total - - - -
react correspondingly to changes in market interest rates. Also, the interest rates on some types of assets
More than 3 and liabilities may fluctuate with changes in market interest rates, while interest rates on other types of
March 31, 2023 Less than 1 year 1-3 year Total
years assets may change with a lag.
Non-derivatives
Debt Securities 288.14 - - 288.14
The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves.
Borrowings (other than debt securities) 916.00 1,793.18 2,217.04 4,926.22 This calculation also assumes that the change occurs at the balance sheet date and has been calculated
Subordinated liabilities 12.53 124.97 - 137.50 based on risk exposures outstanding as at that date. The period end balances are not necessarily
Payables 21.28 - - 21.28 representative of the average debt outstanding during the period. This analysis assumes that all other
Other financial liabilities 43.24 - - 43.24 variables remain constant.
Lease liabilities 9.23 17.09 24.99 51.31
Total 1,290.42 1,935.24 2,242.03 5,467.69
55 CHANGE IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
Adjustment for
C) Market risk Particulars
As at
Loan Taken Loan Paid
Non Cash
discontinued
As at
operations
Market risk is the risk that changes in market prices will affect the Company’s income or the value of its
holdings of financial instruments. The objective of market risk management is to manage and control Debt securities 950.24 500.00 (225.00) 1.85 - 1,227.09
market risk exposures within acceptable parameters, while optimizing the return. All such transactions Borrowings (other than debt 9,804.07 10,564.26 (6,752.90) 0.70 - 13,616.13
securities)
are carried out within the guidelines set by the Risk Management Committee. Generally, borrowings
are denominated in currencies that match the cash flows generated by the underlying operations Subordinated liabilities 365.27 - (129.12) 0.76 - 236.91
of the Company – primarily INR. In addition, interest on borrowings is denominated in the currency of Total Liabilities from 11,119.58 11,064.26 (7,107.02) 3.31 - 15,080.13
financing activities
the borrowing.
D) Interest rate risk Adjustment for

As at Non Cash As at
Particulars Loan Taken Loan Paid discontinued
Exposure to interest rate risk: operations
The interest rate profile of the Company’s interest-bearing financial instruments is as follows: Debt securities 939.96 500.00 (211.53) 1.47 (279.66) 950.24
As at As at Borrowings (other than debt 8,380.48 4,600.00 (379.15) 6.53 (2,803.79) 9,804.07
Particulars securities)
March 31, 2024 March 31, 2023
Fixed rate instruments Subordinated liabilities 588.39 - (124.71) 1.16 (99.57) 365.27
Financial assets - 996.20 Total Liabilities from 9,908.83 5,100.00 (715.39) 9.16 (3,183.02) 11,119.58
Financial liabilities - 644.72 financing activities
Variable rate instruments * Represents adjustments on account of EIR and other adjustments as required under Ind AS.
Financial assets - 4,878.87
Financial liabilities - 4,081.76

56 REVENUE FROM CONTRACTS WITH CUSTOMERS 57 ADDITIONAL INFORMATION (CONTD.)
Particulars
Year ended Year ended j) Relationship with Struck off Companies :
March 31, 2024 March 31, 2023
(a) Below table provides disaggregation of the Company’s revenue from contracts In respect of the disclosure required vide notification dated March 24, 21 issued by Ministry of Corporate
with customers: Affairs, the Group has taken steps to identify transactions with the struck-off companies and considering
Revenue by type of service the nature of business which is primarily lending to individuals and other small players, there are no such
Fees and commission income 73.22 61.54 outstanding balances which may be required to be reported.
Other income 22.30 32.05 k) The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso
Total 95.52 93.59 to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment
Revenue by geographical markets Rules 2021 requiring companies, which uses accounting software for maintaining its books of account,
India 95.52 93.59 shall use only such accounting software which has a feature of recording audit trail of each and every
Outside India (Country wise, if significant) - - transaction, creating an edit log of each change made in the books of account along with the date when
Total 95.52 93.59 such changes were made and ensuring that the audit trail cannot be disabled.
Revenue by timing of recognition of revenue The Group has enabled the audit trail (edit logs) facility of the accounting software used for maintenance
Performance obligation satisfied at a point in time 95.52 93.59 of all accounting records during the year ended March 31, 2024 except for cases mentioned as below:
Performance obligation satisfied over period of time - - In case of accounting software Finmechannics implemented from June 01, 2023 maintained for borrowing
Total 95.52 93.59 records of the Holding Company, audit trails are available through front end and every action performed
(b) Trade Receivables * 28.92 20.39 by user is being tracked. No Database level activity is being executed but as additional measure Company
28.92 20.39 has enabled database audit trail post March 20, 2024.
No revenue from transactions with a single customer amounted to 10% or more of the Company’s total revenue In case of accounting software CCA maintained for loan records of the Holding Company, the audit trail
for the year ended March 31, 2024 and March 31, 2023. (edit logs) are enabled at database level to capture the changes by user at action level, action name and
object change and not at query details level.
*Excluding receivables from operating lease rentals
In case of accounting software Finnone maintained for loan records of the Holding Company, audit of
57 ADDITIONAL INFORMATION service organisation for the year ended March 31, 2024 is under process and hence Service Organisation
a) The Group does not have any Benami property, where any proceeding has been initiated or pending Control Type 2 report not yet available with the Company.
against the Group for holding any Benami property. l) Figures of previous year have been regrouped / reclassified, wherever necessary, to make them comparable
b) The quarterly information statement filed by the Group with banks or financial institutions are in agreement with current year and the impact of such regrouping / reclassification are not material to consolidated
with the books of accounts. financial statements
c) The Group has not been declared as Wilful defaulter by any banks, financial institution or other lenders.
d) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.
e) The provision related to number of layers as prescribed under section 2(87) of the Companies Act read
with Companies (Restriction on number of Layers) Rules, 2017 is not applicable to Group.
f) The Group have not advanced or given loan or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall 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 provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries except loans or advances given in normal course of business.
g) The Group have 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 Group shall 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 provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries except loans or advances given in normal course of business.
h) The Group does not have any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax
Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
i) The Group have not traded or invested in Crypto currency or Virtual Currency during the financial year.


(All amounts are in ₹ Crores unless otherwise stated) Corporate Information

CIN: L51504PN1978PLC209007
58 OPERATING SEGMENTS
The Executive Committee (Excom) of the Company has been identified as the Chief Operating Decision Maker BOARD OF DIRECTORS JOINT STATUTORY AUDITORS
(‘CODM’) as defined by Ind AS 108, “Operating Segments.” The Company’s operating segments are established
in the manner consistent with the components of the Company that are evaluated regularly by the CODM. The Mr. Adar Cyrus Poonawalla Walker Chandiok & Co LLP
Company is engaged primarily in the business of financing and there are no separate reportable segments as Chairman, Non-Executive Director Chartered Accountants
per Ind AS 108.There are no operations outside India and hence there is no external revenue or assets which 16th Floor, Tower III, One International Center,
Mr. Abhay Bhutada
require disclosure. SB Marg, Prabhadevi (West), Mumbai – 400073.
Managing Director
No revenue from transactions with a single external customer amounted to 10% or more of the Company’s (Non – Executive Director w.e.f June10, 2024) Kirtane & Pandit LLP
total revenue in year ended March 31, 2024 or March 31, 2023. Chartered Accountants
Mr, Arvind Kapil
601, 6th Floor, Earth Vintage Senapati Bapat Marg,
Managing Director and CEO (w.e.f June 10, 2024 )
For and on behalf of the Board of Directors of Dadar (West), Mumbai - 400028.
Poonawalla Fincorp Limited Mr. Sunil Samdani
Executive Director
For Walker Chandiok & Co LLP For Kirtane & Pandit LLP Amar Deshpande Abhay Bhutada SECRETARIAL AUDITOR
Chartered Accountants Chartered Accountants Director Managing Director Mr. Amar Deshpande
SIUT & Co. LLP
Firm Registration No:001076N/ Firm Registration No:105215W/ (DIN : 07425556) (DIN : 03330542) Non-Executive Director
N500013 W100057 Practicing Company Secretaries
Khushroo B. Panthaky Sandeep D. Welling Shabnum Zaman Sanjay Miranka Mr. Bontha Prasada Rao MSR Capital, Office no. 15, 2nd Floor,
Partner Partner Company Secretary Chief Financial Officer Independent Director Morwadi Court Road, Pimpri, Pune – 411018.
Mr. Prabhakar Dalal
Independent Director REGISTERED & CORPORATE OFFICE
Mr. Sanjay Kumar 201 and 202, 2nd floor, AP81, Koregaon Park Annex,
Independent Director Mundhwa, Pune – 411 036, Maharashtra
Tel: (020) 67808090
Mr. Atul Kumar Gupta E-mail : [email protected]
Independent Director Website: www.poonawallafincorp.com
Ms. Kemisha Soni
Independent Director
REGISTRAR AND SHARE TRANSFER AGENT
CHIEF FINANCIAL OFFICER Link Intime India Private Ltd

Mr. Sanjay Miranka C-101, 247 Park, L.B.S. Marg, Vikhroli (West),
Mumbai – 400083.
Tel:. (022) 49186000
COMPANY SECRETARY E-mail: [email protected]
Ms. Shabnum Zaman Website : www.linkintime.co.in
BANKERS/FINANCIAL INSTITUTIONS K Fin Technologies Limited

» Axis Bank Limited (Retail Non-Convertible Debentures)
» Bank of Maharashtra Selenium Tower - B,
» Bank of Baroda Plot No. 31-32, Financial District Nanakramguda,
» Bank of India Serilingampally,
» HDFC Bank Limited Hyderabad, Rangareddi,
» HSBC Telangana - 500032, India.
» Indian Bank Tel: (040) 6716 2222
» ICICI Bank Limited E-mail: [email protected]
» IDBI Bank Limited Website: www.kfintech.com
» Indian Overseas Bank
» IDFC FIRST Bank Limited
» Punjab National Bank
» State Bank of India
» Small Industries Development Bank of India (SIDBI)
» Union Bank of India
» UCO Bank

List of Policies:
Sr. No. Name of the Policy Description of/Link to the Policy Sr. No. Name of the Policy Description of/Link to the Policy
1 Breach of Integrity and https://poonawallaf incorp.com/pfca/assets/pdf/Breach-of-Integrity-and-Whistle- 24 Interest and Penal Charges This Policy is aimed to make available the rates of interest, penal charges, and the
Whistle Blower Vigil Blower-Vigil-Mechanism-Policy.pdf Policy approach for gradation of risks in the loan being disbursed by the PFL.
Mechanism Policy 25 Investor Grievance Policy This Policy aims for effective redressal of investor complaints and grievances.
2 Business Continuity This Policy is established to ensure emergency response, resumption, recovery and 26 KYC and Anti Money The KYC standards and AML measures enable us to understand our customers or
Management Policy restoration of Company’s processes and business activities during a disaster. Laundering (AML) Policy beneficial owners and their financial dealings, which in turn helps us to manage our
3 Cloud Adoption Policy This policy provides due diligence to manage and continually monitor the risk risks prudently.
associated with system deployed in cloud service provider’s environment. 27 Operational Risk This policy is established for identification, assessment, measurement, monitoring
4 Code for Independent https: //poonawallaf incorp.com/pfca/assets/pdf/PFL-Code-for-Independent- Management Policy and control/mitigation of Operational Risk at an ongoing basis.
Directors Directors.pdf 28 Outsourcing Policy This Policy outlines the criteria for selection of Service Providers, materiality of
5 Code of Business Ethics https://poonawallafincorp.com/pfca/assets/pdf/PFL-Code-of-Business-Ethics.pdf services Outsourced, delegation of authority depending on risks and materiality
6 Code of Conduct to This Code is framed for Prevention of Insider Trading by the Designated Persons and systems to monitor and review the operations of the activities outsourced.
Regulate,Monitor and Report and their immediate relatives, in relation to the securities of the Company and 29 Policy for Appointment of https: //poonawallaf incorp.com/pfca/assets/pdf/Policy-on-appointment-of-
and Trading by Designated to regulate, monitor and report trading by the Designated Persons and their Statutory Auditors Statutory-Auditors.pdf
Persons immediate relatives of the Company in the securities of the Company. 30 Policy for Determining https://poonawallafincorp.com/pfca/assets/pdf/Policy-on-Material-Subsidiary.pdf
7 Code of Conduct and This Code of Conduct intends to provide standard of business conducts. The purpose Material Subsidiaries
Discipline Rules of the Code is to deter wrong doing and promote discipline. 31 Policy for Prevention of https://poonawallafincorp.com/pfca/assets/pdf/PFL-Posh-Policy.pdf
8 Code of Conduct of Direct This Code is a set of guidelines designed to ensure that DSAs/ DMAs/ DRAs of the Sexual Harassment
Selling Agents (DSAs) /Direct Company act and conduct themselves in conformity with the laid down policies 32 Policy on Common This Policy defines the common guidelines for digital lending to support orderly
Marketing Agents(DMAs)/ and procedures as set in the Code. The Code lays down the rules and regulations Guidelines for Digital Loans growth of credit delivery through digital lending methods.
Debt Recovery Agents with respect to the important aspects of selling & distribution process, marketing
(DRAs). process and debt recovery process. 33 Policy on Fit and Proper The Policy shall be applicable to all the directors of the Company. The Policy
Criteria for Directors provides general guidance to the Directors to perform the activities regulated
9 Code of Practices and https://poonawallafincorp.com/pfca/assets/pdf/Code-of-Fair-Disclosure.pdf under the applicable law efficiently, honestly, fairly and act in the best interests of
Procedures for Fair the Company.
Disclosure of Unpublished
Price Sensitive Information 34 Policy on Process for Disposal This Policy is established to ensure a systematic and planned disposal of assets
of E-Waste Items which are identified as e-waste.
10 Compliance Policy This Policy deals with the regulatory compliances associated with various regulations
issued by RBI. 35 Policy on Related Party https://poonawallaf incorp.com/pfca/assets/pdf/PFL-Related-Party-Transaction-
Transaction Policy.pdf
11 Corporate Governance Policy https://poonawallafincorp.com/pfca/assets/pdf/PFL-Corporate-Governance-Policy.
pdf 36 Privacy Policy https://poonawallafincorp.com/privacy-policy.php
12 Corporate Social https://poonawallafincorp.com/pfca/assets/pdf/CSR-Policy.pdf 37 Remuneration Policy https://poonawallafincorp.com/pfca/assets/pdf/PFL-Remuneration-Policy.pdf
Responsibility Policy
13 Cyber Security Policy This policy institutes the Cyber Security Framework based on industry best practices
and regulatory guidelines and to identify, protect, detect, respond to, recover from,
test, learn and be aware of Cybersecurity incidents.
14 Diversity and Inclusion Policy This policy articulates our commitment to creating a diverse workforce and an
inclusive workplace where all employees are treated with respect and dignity.
15 Dividend Distribution Policy https://poonawallafincorp.com/pfca/assets/pdf/Dividend-Distribution-Policy.pdf
16 Environmental and Social This policy outlines the Company’s commitment to good corporate governance, fair
Governance Policy and treatment of stakeholders and responsibility towards the environment. Through
Governance Framework. this policy, PFL commits to embed ESG with its vision, mission, and values to foster
a positive impact in the society.
17 Equal Opportunity Policy This Policy is framed to assure that there shall be no discrimination or harassment
against any employee or applicant on the grounds of race, color, religion, sex, age,
marital status, disability, national origin, political opinion, sexual orientation and HIV
status, or any other factor made unlawful by applicable laws and regulations.
18 Fair Practice Code The Fair Practice Code is aimed to provide to all the stake holders, especially
customers effective overview of practices followed by PFL in respect of the financial
facilities and services offered by the Company to its customers.
19 Grievance Redressal Policy https://poonawallafincorp.com/pdf/Grievance-Redressal-Policy.pdf
20 Information and IT Risk This Policy outlines the IT risk assessment methodology and provides guidance to
Management Policy identify relevant risks.
21 Information Security Policy The Information Security Policy defines appropriate responsibilities, authority and
relationships to manage information security in PFL.
22 Information Technology The Policy defines set of Standards, Guidelines, Standard Operating Procedures
Management Policy (SOP) and Templates detailing each process and activities encompassing all the
strategic and operational areas of Information Technology and its use in PFL.
23 Integrated Risk Management The policy includes a Risk Governance Structure for PFL, which will enable it to
Policy assess, manage and mitigate risks arising out of its business. It is the umbrella policy
which governs the various sub-components of the Risk Governance Framework.

Glossary
Term Description Term Description Term Description Term Description
ABF Asset Backed Finance FRMU Fraud Risk Management Unit NBFC Non-Banking Financial Company RO Regional Office
AGM Annual General Meeting FVTOCI Fair value through other comprehensive NBFC-ML NBFC-Middle Layer ROA Return on average assets
AI Artificial Intelligence income NBFC-ND- Systemically Important Non-Deposit Taking RoC Registrar of Companies, Maharashtra
ALCO Asset Liability Management Committee FVTPL Fair value through profit and loss SI-ICC NBFC-Investment and Credit Company’ ROE Return on average equity
ALM Asset Liability Manangement FY Financial Year NBFC-U NBFC-Upper Layer ROU Right of Use Assets
AML Anti Money Laundering GDP Gross Domestic Product NCD Non-Convertible Debentures assets
API Application Programming Interface GHFL Grihum Housing Finance Limited NEAPS NSE Electronic Application Processing System RRB Regional Rural Banks
AUM Asset Under Management HAP Hazardous air pollutants NGRBC National Guidelines on Responsible Business RSHPL Rising sun holdings private limited
HFC Housing Financial Companies Conduct RSO Restricted stock options
BCMS Business Continuity Management System
HQLA High quality liquid assets NIM Net Interest Margin RSOP Restricted stock option plan
BL Business Loan
HR Human Resources NOC/NDC No-Object Certificate/No-Due Certificate RTA Registrars and Share Transfer Agents
BRE Business Rules Engine
IaaS Infrastructure-as-a-Service NPA Non-performing Asset SaaS Software-as-a-Service
BRSR Business Responsibility and Sustainability
Report IC Internal Committee NPS Net Promoter Score SARFAESI Securitisation and Reconstruction of Financial
CAFRAL Centre for Advanced Financial Research and ICAAP Internal Capital Adequacy Assessment NRC Nomination and Remuneration Committee Assets and Enforcement of Securities Interest
Learning Process NSDL National Securities Depository Limited Act, 2002
CAGR Compound annual growth rate ICAI Institute of Chartered Accountants of India NSO National Statistical Office SAs Standards on Auditing
CAPA Corrective Action Preventive Action ICL Inter-Corporate Loan Limits OAVM Other Audio Visual Means SAE Standard on Assurance Engagement
CC Cash credit IEPF Investor Education and Protection Fund OCI Other comprehensive income SCA/SA Statutory Central Auditors / Statutory Auditors
CDSL Central Depository Services (India) Limited IFC Internal Finance Control ODR Online Dispute Resolution SCB Scheduled Commercial Bank
CEO Chief Executive Officer IMF International Monetory Fund OR Operational Risk SCF Supply Chain Finance
CFO Chief Financial Officer IMPS Immediate payment service ORMC Operational Risk Management Committee SCORES SEBI Complaints Redress System
CGTMSE Credit Guarantee Fund Trust for Micro and Ind-AS Indian Accounting Standards PA Public Announcement SEBI Securities Exchange Board of India
Small Enterprise INFOSEC Information Security PaaS Platform-as-a-Service SEBI Act The Securities and Exchange Board of India
CIA Chief Internal Auditor Act, 1992, as amended
IPDI Innovative Perpetual Debt Instruments PAF Project Affected Families
CII Confederation of Indian Industry SIA Social Impact Assessment
IRM Integrated Risk Management PAT Profit After Tax
CIN Corporate Identity Number SIAM Society of Indian Automobile Manufacturers
IS Information System PCR Provisioning Coverage Ratio
CODM Chief operating decision maker SICR Significant increase in credit risk
ISO International Organization for Standardization PD Probability of default
CRAR Capital to risk-weightage asset ratio SIDBI Small Industries Development Bank of India
IST Indian Standard Time PFL Poonawalla Fincorp Limited
CRM Customer Relationship Management SLA Service Level Agreement
IT Information Technology PFL EWT PFL Employee welfare trust
CRO Chief Risk Officer SMA Special Mention Accounts
ITGRCA Information Technology Governance, Risk, PL Personal Loan
CSR Corporate Social Responsibility Controls and Assurance Practices SME Small and Medium Enterprise
PLI Production Linked Incentive
DC Designated Consumers JASPL Jaguar Advisory Services Private Limited SMP Senior Management Personnel
PM Particulate matter
DCFC Daily Control Function Chart JD Job Description SPV Special Purpose Vehicle
PMGKAY Pradhan Mantri Garib Kalyan Anna Yojana
DMA Direct Marketing Agent JV Joint Venture SS Secretarial Standards
POC Pre-owned Car
DP Depository Participant KMP Key Managerial Personnel SSM Senior Supervisory Manager
POP Persistent organic pollutants
DPD Days past due KRI Key Risk Indicators Stock BSE and NSE
POSH Prevention of Sexual Harassment Exchanges
DRA Debt Recovery Agent KYC Know your customer PPE Property, plant and equipment
STPL Small Ticket Personal Loan
DSA Direct selling Agent LAN Loan Account Number PPP Purchasing Power Parity Sub-debt Subordinated debt
EAD Exposure at default LAP Loan against Property PR Public Relations
TAT Turnaround Time
ECL Expected Credit Loss LC Large Corporates PTC Pass through certificates Tier I As defined under RBI regulations for NBFCs
ECLGS Emergency Credit Line Guarantee Scheme LCA Life Cycle Perspective / Assessments PUC Projected unit credit Capital
EMI Equated Monthly Installment LCR Liquidity coverage ratio PV Passenger Vehicle Tier II As defined under RBI regulations for NBFCs
EOGM Extra Ordinary General Meetings LGD Loss given default QR code Quick Response Code Capital
EPR Extended Producer Responsibility Listing BSE Listing Centre QRG Query, Request and Grievances UCB Urban Co-operative Bank
EPS Earning per share Centre
R&R Rehabilitation and Resettlement USP Unique Selling Proposition
ERM Emergency Response Team LLP Limited Liability Partnership
RBI Reserve Bank of India VC Video Conferencing
ESG Environment, Social and Governance LTP Loan to Professionals
RCA Root Cause Analysis VOC Volatile organic compounds
ESOP Employee Stock Option Plan Magma Magma HDI General Insurance Company
RCSA Risk and Control Self-Assessment WCDL Working capital demand loan
HDI / Limited
ESOS Employee Stock Option Scheme RMCB Risk Management Committee of the Board WDM Wholesale Debt Market
MHDI
FAQ Frequently Asked Questions Minsitry of Corporate Affairs XBRL eXtensible Business Reporting Language
MCA
FDI Foreign Direct Investment Marginal Cost of Funds based Lending Rate
MCLR
FICCI The Federation of Indian Chambers of Minimum retention requirement
MRR
Commerce and Industry
MSME Micro , Small and Medium Enterprises
FIDC Finance Industry Development Council
NACH National Automated Clearing House
FLC Financial Literacy Centers

Notice

Registered Office: 201 and 202, 2nd Floor, AP81,
Koregaon Park Annex, Mundhwa, Pune - 411 036, Maharashtra Auditors in terms of Section 141 of the Act and issued by the Reserve Bank of India (‘RBI’) in
Phone: 020 6780 8090 CIN: L51504PN1978PLC209007 applicable rules and the said RBI Guidelines as this regard from time to time and the provisions
Website: www.poonawallafincorp.com Email: [email protected] the Joint Statutory Auditor of the Company, and of the Articles of Association of the Company
to hold office for a period of 3 (three) financial and pursuant to the recommendation of the
years from the conclusion of forty fourth (44th) Nomination and Remuneration Committee and
NOTICE OF ANNUAL GENERAL MEETING
Annual General Meeting till the conclusion of Board of Directors of the Company, approval of
the forty seventh (47th) Annual General Meeting the Members be and is hereby accorded for the
Remote e-VOTING STARTS ON Remote e-VOTING ENDS ON
of the Company to conduct audit of accounts of appointment of Mr. Arvind Kapil (DIN:10429289),
Friday, July 19, 2024 at 09:00 a.m. (IST) Monday, July 22, 2024 at 05:00 p.m. (IST)
the Company, at a remuneration mentioned in who was appointed as an Additional Director
the statement annexed herewith. in the capacity of Managing Director and Chief
Executive Officer of the Company pursuant to
Notice is hereby given that the 44th Annual General Meeting (‘AGM/Meeting’) of the Members of Poonawalla RESOLVED FURTHER THAT for the purpose of

the provisions of Section 161 of the Act read with
Fincorp Limited (hereinafter referred to as ‘Company’/ ‘the Company’) will be held on Tuesday, July 23, 2024 giving effect to the above resolution, the Board of
Regulation 17(1C) of the SEBI Listing Regulations
at 02:00 P.M. Indian Standard Time (‘IST’) through Video Conferencing (‘VC’)/ Other Audio - Visual Means Directors of the Company (hereinafter referred to
to hold office up to the date of ensuing General
(‘OAVM’) to transact the following businesses. as ‘Board’, which term shall be deemed to include
Meeting or three months from the date of his
any Committee constituted or any person(s)
appointment, whichever is earlier and in respect
authorised by the Board in this regard) be and is
ORDINARY BUSINESS: ‘RESOLVED
THAT Mr. Abhay Bhutada of whom the Company has received a notice in
hereby authorised on behalf of the Company to
(DIN:03330542), Director, who retires by writing under Section 160 (1) of the Act from a
1. To receive, consider and adopt the audited do all such acts, deeds, matters and things as it
rotation at this Meeting and being eligible for re- Member proposing his candidature for the office
standalone financial statements of the may, in its absolute discretion, deem necessary
appointment in accordance with the provisions of the Director, as a director of the Company with
Company for the financial year ended or desirable for such purpose and with power
of Section 152 of the Companies Act, 2013, be effect from June 10, 2024, whose office shall be
March 31, 2024 together with the Reports on behalf of the Company to settle all questions,
and is hereby re-appointed as a Director of the liable to retire by rotation.
of the Board of Directors’ and Auditors’ difficulties or doubts that may arise in regard
Company, liable to retire by rotation.’
thereon: to implementation of the aforesaid resolution ‘RESOLVED FURTHER THAT pursuant to the

To consider and, if thought fit, to pass the 4. To appoint M S K A & Associates, Chartered including but not limited to determination of provisions of Sections 196, 197, 198 and 203
following resolution as an Ordinary Resolution: Accountants, (Firm Registration Number: roles and responsibilities/scope of work of the read with Schedule V and all other applicable
105047W) as a Joint Statutory Auditor of Joint Statutory Auditors, negotiating, finalising, provisions, if any, of the Act and the Companies
‘RESOLVED THAT the audited standalone
amending, signing, delivering, executing, the (Appointment and Remuneration of Managerial
the Company and to fix their Remuneration:
financial statements of the Company for the terms of appointment including any contracts or Personnel) Rules, 2014 (including any statutory
financial year ended March 31, 2024, together To consider and, if thought fit, to pass the
documents in this regard and to alter and vary modification(s) or re-enactment(s) thereof
with the Reports of the Board of Directors and following resolution as an Ordinary Resolution: -
the terms and conditions of remuneration arising for the time being in force) and any other
Auditors thereon, be and are hereby received, ‘RESOLVED THAT pursuant to the provisions
out of increase in scope of work, amendment in applicable rules made thereunder, the SEBI
considered and adopted.’ of Section 139 141, 142 and other applicable Accounting Standards or regulations and such Listing Regulations, and the rules, circulars and
provisions, if any, of the Companies Act, 2013 other requirements resulting in the change guidelines issued by the RBI in this regard from
2. To receive, consider and adopt the audited
(‘the Act’), read with the Companies (Audit and in scope of work, etc. without being required time to time, other applicable laws and pursuant
consolidated financial statements of the
Auditors) Rules, 2014, and any other applicable to seek any further consent or approval of the to the Articles of Association of the Company
Company for the financial year ended
rules made thereunder, RBI Guidelines for Members of the Company. and pursuant to the recommendation of
March 31, 2024 together with the Report
Appointment of Statutory Central Auditors Nomination and Remuneration Committee and
of Auditors’ thereon: SPECIAL BUSINESS:
(SCAs)/Statutory Auditors (SAs) of Commercial Board of Directors of the Company, the consent
To consider and, if thought fit, to pass the Banks (excluding RRBs), UCBs and NBFCs of the Members be and is hereby accorded
5.
To appoint Mr. Arvind Kapil (DIN:
following resolution as an Ordinary Resolution: (including HFCs) dated April 27, 2021 (‘RBI for appointment of Mr. Arvind Kapil (DIN:
10429289) as a Managing Director and
‘RESOLVED THAT the audited consolidated
Guidelines') read with the policy for appointment Chief Executive Officer of the Company: 10429289), as the Managing Director and Chief
financial statements of the Company for the of Statutory Auditors, applicable regulations of Executive Officer of the Company designated
To consider and if thought fit, to pass the
financial year ended March 31, 2024 and the Securities and Exchange Board of India (Listing as Key Managerial Personnel for a period of 5
following resolution as a Special Resolution:
report of the Auditors thereon, be and are hereby Obligations and Disclosure Requirements) (five) years with effect from June 10, 2024 till
received, considered and adopted.’ Regulations, 2015 (including any amendment(s), ‘RESOLVED THAT pursuant to the provisions of
June 09, 2029 (both dates inclusive), who shall
modification(s), variation(s) or re-enactment(s) Section 152 and other applicable provisions, if any, be liable to retire by rotation and on such terms
3.
To re-appoint Mr. Abhay Bhutada thereof), the provisions of the Articles of of the Companies Act, 2013 (‘the Act’) read with and conditions including remuneration as set
(DIN: 03330542), who retires by rotation Association, pursuant to the recommendation of the Companies (Appointment and Qualification out in the Explanatory Statement annexed to
and, being eligible, has offered himself for the Audit Committee and the Board of Directors of Directors) Rules, 2014 and any other the Notice (including remuneration to be paid
re-appointment. of the Company, approval of the Members be applicable rules made thereunder, SEBI (Listing in the event of loss or inadequacy of profits in
To consider and, if thought fit, to pass the and is hereby accorded for the appointment of Obligations and Disclosure Requirements) any financial year or years during the term of his
following resolution as an Ordinary Resolution: M S K A & Associates, Chartered Accountants, Regulations, 2015 (‘SEBI Listing Regulations’) appointment as Managing Director and Chief
(Firm Registration Number:105047W) who (including any statutory modification(s) or re- Executive Officer of the Company), with liberty to
being eligible for appointment as Statutory enactment(s) thereof for the time being in the Board of Directors of the Company (including
force), and the rules, circulars and guidelines Nomination and Remuneration Committee

Notice
of the Board) to alter and vary the terms and RESOLVED FURTHER THAT the Board of
NOTES FOR MEMBERS’ ATTENTION:
conditions of the said appointment and / or Directors of the Company (hereinafter referred to
remuneration, as it may deem fit and as may be as ‘Board’, which term shall be deemed to include Virtual Meeting: The procedure for participating in the meeting
agreed to between the Board of Directors and any Committee constituted or any person(s) through VC/OAVM is explained at Note No. 20
1. The Ministry of Corporate Affairs, Government of
Managing Director and Chief Executive Officer authorised by the Board in this regard), be and is (12).
India (‘MCA’) vide its General Circular No. 14/2020
provided that such alteration or variation, as the hereby authorised to do all acts, deeds, matters
dated April 08, 2020, the General Circular No. 3. The deemed venue for the 44th AGM shall be
case may be, is in accordance with the Act or any and things as may be deemed necessary and/or
17/2020 dated April 13, 2020, the General the Registered Office i.e 201 and 202, 2nd Floor,
amendments thereto. expedient in connection therewith or incidental
Circular No. 22/2020 dated June 15, 2020, the AP81, Koregaon Park Annex, Mundhwa, Pune -
thereto, to give effect to the foregoing resolution.’
General Circular No. 33/2020 dated September 411 036, Maharashtra, India of the Company.
28, 2020, General Circular No. 39/2020 dated
December 31, 2020, the General Circular No. 4.
In terms of the MCA Circulars, physical
Registered Office: By order of the Board of Directors attendance of Members has been dispensed
10/2021 dated June 23, 2021, General Circular
201 and 202, 2nd Floor, AP81, For Poonawalla Fincorp Limited with and, therefore, there is no requirement of
No. 20/2021 dated December 08, 2021, General
Koregaon Park Annex, appointment of proxies. Accordingly, the facility
Circular No. 02/2022 dated May 05, 2022,
Mundhwa, Pune – 411 036 Sd/- of appointment of proxies by Members under
General Circular No. 11/2022 dated December
Maharashtra Shabnum Zaman Section 105 of the Act will not be available
28, 2022 and General Circular No 09/2023 dated
Place : Pune Company Secretary for the 44th AGM, Hence, the Proxy Form and
September 25, 2023, and other circulars issued
Date: June 01, 2024 ACS No.: 13918 Attendance Slip including Route Map are not
in this respect (‘MCA Circulars’) allowed, inter-alia,
conduct of AGM through Video Conferencing/ annexed to this Notice.
Other Audio-Visual Means (‘VC/ OAVM’) facility 5. In pursuance of Section 112 and Section 113
on or before September 30, 2024. The Securities of the Act, representatives of the Members may
and Exchange Board of India (‘SEBI’) also vide be appointed for the purpose of voting through
its SEBI Circular No. SEBI/HO/CFD/CMD2/ remote e-Voting through Board Resolution/
CIR/P/2022/62 dated May 13, 2022, SEBI Circular Power of Attorney/ Authority Letter, etc., for
No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated participation in the 44th AGM through VC/ OAVM
January 05, 2023 and SEBI Circular No. SEBI/ facility and e-Voting during the 44th AGM. The
HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated said Resolution/Authorization shall be sent to
October 07, 2023 (‘SEBI Circulars’) has provided the Scrutinizer by email through its registered
certain relaxations from compliance with certain email address to [email protected]
provisions of SEBI (Listing Obligations and with a copy marked to [email protected].
Disclosure Requirements) Regulations, 2015
(‘SEBI Listing Regulations’). In compliance with 6.
Attendance of the Members participating in
these Circulars, provisions of the Companies Act, the 44th AGM through VC/ OAVM facility using
2013 (‘Act’) and the SEBI Listing Regulations, the their login credentials shall be counted for the
44th AGM of the Company is being conducted purpose of reckoning the quorum under Section
through VC/ OAVM facility. 103 of the Act.
2.
Pursuant to the provisions of Section 108 of 7.
The Members can join the AGM in the VC/
the Act read with Rule 20 of the Companies OAVM mode 30 minutes before and after the
(Management and Administration) Rules, 2014, scheduled time of the commencement of the
as amended (‘Management Rules’), Secretarial Meeting by following the procedure mentioned
Standard-2 (‘SS-2’) on General Meetings and in the Notice. The facility of participation at the
Regulation 44 of SEBI Listing Regulations read AGM through VC/OAVM will be made available
with MCA Circulars, as amended, the Company for 1000 Members on first come first served
through National Securities Depository Limited basis. This will not include large Shareholders
(‘NSDL’) will be providing facilities in respect of: (Shareholders holding 2% or more shareholding),
Promoters, Institutional Investors, Directors,
(a) voting through remote e-voting; Key Managerial Personnel, the Chairpersons
(b)
participation in the AGM through VC/ of the Audit Committee, Nomination and
OAVM facility; Remuneration Committee and Stakeholders
Relationship Committee, Auditors etc. who are
(c) e-voting during the AGM.

Notice
allowed to attend the AGM without restriction CMD/CIR/P/2020/242 dated December 09, Regulation 44(3) of the SEBI Listing Regulations. Step 1: Access to NSDL e-Voting system
on account of first come first served basis. 2020 in relation to e-Voting facility provided The Resolutions shall be deemed to be passed A)
Login method for e-Voting and joining
by listed entities and the MCA Circulars, the on the date of the Meeting, i.e. Tuesday, July 23, virtual meeting for Individual Shareholder
8. In case of joint holders attending the Meeting,
Company is providing facility of remote e-Voting 2024, subject to receipt of the requisite number holding securities in demat mode
the Member whose name appears as the first
to its Members in respect of the business to be of votes in favour of the Resolutions.
holder in the order of names as per the Register In terms of SEBI Circular dated December
transacted at the AGM.
of Members of the Company will be entitled 20. NSDL e-Voting Instructions: 09, 2020 on e-Voting facility provided by
to vote. 15. The remote e-Voting period begins on Friday, July Listed Companies, Individual shareholder
19, 2024 at 09:00 A.M. (IST) and ends on Monday,
How do I vote electronically using NSDL
9. In compliance with the aforesaid MCA Circulars holding securities in demat mode are
July 22 2024 at 05:00 P.M. (IST). The remote e-Voting system?
and SEBI Circulars, Notice of the AGM along with allowed to vote through their demat
e-Voting module shall be disabled by NSDL for The way to vote electronically on NSDL e-Voting account maintained with Depositories and
the Annual Report 2023-24 is being sent only
voting thereafter. The Members, whose names system consists of ‘Two Steps’ which are Depository Participants. Shareholders are
through electronic mode to those Members
appear in the Register of Members/ Beneficial mentioned below: advised to update their mobile number and
whose email addresses are registered with the
Owners as on the cut-off date i.e., Tuesday, July email Id in their demat accounts in order to
Depositories/Registrar and Share Transfer Agent
16, 2024 may cast their vote electronically. access e-Voting facility.
(‘RTA’).
16. The voting right of member shall be in proportion
10.
Members may note that the AGM Notice
to their share in the paid-up equity share capital
and the Annual Report 2023-24 will also be
of the Company as on the cut-off date, Tuesday,
available on the Company’s website https:// Login method for Individual shareholder holding securities in demat mode is given below:
July 16, 2024. Once the vote on a resolution is
poonawallafincorp.com/ at weblink i.e. https://
cast by the Member, he/she shall not be allowed
poonawallafincorp.com/investor.php and Type of shareholders Login Method
to change it subsequently. A person who is not a
websites of the Stock Exchanges i.e., BSE Limited Individual 1. Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either
Member as on the cut-off date should treat this Shareholders holding on a Personal Computer or on a mobile. On the e-Services home page click on the ‘Beneficial
and National Stock Exchange of India Limited
Notice of AGM for information purpose only. securities in demat Owner’ icon under ‘Login’ which is available under ‘IDeAS’ section , this will prompt you to
at www.bseindia.com and www.nseindia.com
mode with NSDL. enter your existing User ID and Password. After successful authentication, you will be able to
respectively, and on the website of NSDL www. 17. The facility for voting through e-voting system see e-Voting services under Value added services. Click on ‘Access to e-Voting’ under e-Voting
evoting.nsdl.com. shall also be made available during the AGM. services and you will be able to see e-Voting page. Click on company name or e-Voting service
Members attending the AGM who have not cast provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote
11.
Physical copy of the Annual Report 2023-24 during the remote e-Voting period or joining virtual meeting & voting during the meeting.
their vote by remote e-voting shall be eligible
(including the Notice of the 44th AGM) shall be
to cast their vote through e-voting during the 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.
sent only to those Members who specifically nsdl.com Select ‘Register Online for IDeAS Portal’ or click at https://eservices.nsdl.com/
AGM. Members who have voted through remote
request for the same. Accordingly, Members SecureWeb/IdeasDirectReg.jsp
e-voting shall be eligible to attend the AGM,
who wish to obtain a physical copy of the Annual 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
however, they shall not be eligible to vote at the
Report for the FY 2023-24, may write to the www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page
AGM. Members holding shares in physical form
Company at secretarial@poonawallafincorp. of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/
are requested to access the remote e-voting Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen
com, requesting for the same by providing their
facility provided by the Company through NSDL digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown
holding details and DP ID and Client ID/Folio No. on the screen. After successful authentication, you will be redirected to NSDL Depository site
e-voting system at https://www.evoting.nsdl.
wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e.
12.
Those Members who are holding shares in com/.
NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the
physical form and have not updated their e-mail remote e-Voting period or joining virtual meeting & voting during the meeting.
18. The Board of Directors has appointed Mr. Girish
ids with the Company, are requested to update
Bhatia, Practicing Company Secretary (FCS: 4. Shareholders/Members can also download NSDL Mobile App ‘NSDL Speede’ facility by scanning
the same by submitting a duly filled and signed the QR code mentioned below for seamless voting experience.
3295 / CP No. 13792), as the Scrutinizer for
Form ISR-1 along with self-attested copy of
scrutinizing the process of remote e-Voting
the PAN Card, and self-attested copy of any
and e-Voting during the Meeting in a fair and
document (e.g. Driving License, Voter Identity
transparent manner.
Card, Passport) in support of the address of the
Member, to the RTA at rnt.helpdesk@linkintime. 19. The Results of remote e-Voting and voting at the
co.in Meeting shall be declared by the Chairman or by
any other director or Company Secretary duly
13.
Members holding shares in dematerialised
authorised in this regard. The Results declared
(demat) mode are requested to register/update
along with the Report of the Scrutinizer shall
their e-mail ids with their relevant Depositories.
be placed on the Company’s website www.
rocedure for remote e-voting and e-voting
P poonawallafincorp.com and also be displayed on
during the AGM : the Notice Board of the Company at its Registered
Office and on the website of NSDL https://www.
14.
Pursuant to the provisions of section 108 of
evoting.nsdl.com/ immediately after the results
the Act read with Management Rules and
are declared and simultaneously communicated
Regulation 44 of the SEBI Listing Regulations
to the Stock Exchanges in compliance with
and in terms of SEBI circular no. SEBI/HO/CFD/

Notice
Type of shareholders Login Method 4. Your User ID details are given below:
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id
Shareholders holding and password. Option will be made available to reach e-Voting page without any further Manner of holding shares i.e., Demat (NSDL
Your User ID is:
or CDSL) or Physical
securities in demat authentication. The users to login Easi /Easiest are requested to visit CDSL website www.
mode with CDSL cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
easi username & password. demat account with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then
your user ID is IN300***12******.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
b) For Members who hold shares in 16 Digit Beneficiary ID
companies where the e-Voting is in progress as per the information provided by company. On
demat account with CDSL. For example if your Beneficiary ID is 12************** then your user ID
clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service
is 12**************
provider for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to access the system of c) For Members holding shares in EVEN Number followed by Folio Number registered with the
all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website Physical Form. company
directly. For example if folio number is 001*** and EVEN is 128787 then user
ID is 128787001***
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.
cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
5. Password details for shareholders other than Individual shareholders are given below:
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will a) If you are already registered for e-Voting, then you can use your existing password to login and
authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
cast your vote.
Account. After successful authentication, user will be able to see the e-Voting option where
the e-Voting is in progress and also able to directly access the system of all e-Voting Service b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
Providers.
password’ which was communicated to you. Once you retrieve your ‘initial password’, you need
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders (holding Participant registered with NSDL/ CDSL for e-Voting facility. Upon logging in, you will be able to to enter the ‘initial password’ and the system will force you to change your password.
securities in demat see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site
c) How to retrieve your ‘initial password’?
mode) login through after successful authentication, wherein you can see e-Voting feature. Click on company name or
their depository e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting (i)
If your email ID is registered in your demat account or with the company, your ‘initial
participants your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
password’ is communicated to you on your email ID. Trace the email sent to you from NSDL
from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits
and Forget Password option available at abovementioned website. of client ID for CDSL account or folio number for shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘initial password’.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e., NSDL and CDSL. (ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.
Login type Helpdesk details
Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk by 6. If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password:
in demat mode with NSDL sending a request at [email protected] or call at 022 - 4886 7000.
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk by
Click on ‘Forgot User Details/Password?’(If you are holding shares in your demat account with
a)
in demat mode with CDSL sending a request at [email protected] or contact at toll free NSDL or CDSL) option available on www.evoting.nsdl.com.
no. 1800 22 55 33.
b) hysical User Reset Password?’ (If you are holding shares in physical mode) option available on
P
www.evoting.nsdl.com.
B)
Login Method for e-Voting and joining virtual meeting for shareholders other than Individual
c) If you are still unable to get the password by aforesaid two options, you can send a request at
shareholders holding securities in demat mode and shareholders holding securities in physical mode.
[email protected] mentioning your demat account number/folio number, your PAN, your name
How to Log-in to NSDL e-Voting website? and your registered address etc.
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. d) Members can also use the OTP (One Time Password) based login for casting the votes on the
evoting.nsdl.com/ either on a Personal Computer or on a mobile. e-Voting system of NSDL.
2. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under 7. After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.
‘Shareholder/Member’ section.
8. Now, you will have to click on ‘Login’ button.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification
Code as shown on the screen. 9. After you click on the ‘Login’ button, Home page of e-Voting will open.
Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.
nsdl.com with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in
credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

Notice
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system. 10.
Process for those shareholders whose email However, they will not be eligible to vote at
ids are not registered with the depositories the AGM.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
for procuring user id and password and
4.
The details of the person who may be
registration of e mail ids for e-Voting for the
1. After successful login at Step 1, you will be able to see all the companies ‘EVEN’ in which you are contacted for any grievances connected
resolutions set out in this notice:
holding shares and whose voting cycle and General Meeting is in active status. with the facility for e-voting on the day of the
1.
In case shares are held in physical mode AGM shall be the same person mentioned
2. Select ‘EVEN’ of company for which you wish to cast your vote during the remote e-Voting period and please provide Folio No., Name of shareholder, for Remote e-Voting.
casting your vote during the General Meeting. For joining virtual meeting, you need to click on ‘VC/ scanned copy of the share certificate (front
OAVM’ link placed under ‘Join General Meeting’. and back), PAN (self-attested scanned copy 12. Procedure to join the AGM on NSDL e-voting
3. Now you are ready for e-Voting as the Voting page opens. of PAN card), Aadhaar (self-attested scanned system:
copy of Aadhaar Card) by email to evoting@ 1. Member will be provided with a facility to
4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of nsdl.com attend the AGM through VC/OAVM through
shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.
2.
In case shares are held in demat mode, the NSDL e-Voting system. Members may
5. Upon confirmation, the message ‘Vote cast successfully’ will be displayed. please provide DPID-CLID (16-digit DPID + access by following the steps mentioned
CLID or 16 digit beneficiary ID), Name, client above for Access to NSDL e-Voting system.
6.
You can also take the printout of the votes cast by you by clicking on the print option on the
master or copy of Consolidated Account After successful login, you can see link of ‘VC/
confirmation page.
statement, PAN (self-attested scanned OAVM’ placed under ‘Join meeting’ menu
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. copy of PAN card), AADHAAR (self-attested against company name. You are requested
scanned copy of Aadhaar Card) to evoting@ to click on VC/OAVM link placed under
nsdl.com If you are an Individual shareholder Join Meeting menu. The link for VC/OAVM
General Guidelines for Shareholders: holding securities in demat mode, you are will be available in Shareholder/Member
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned requested to refer to the login method login where the EVEN of Company will be
copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen explained at step 1 (A) i.e., Login method displayed. Please note that the Members
signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail for e-Voting for Individual Shareholders who do not have the User ID and Password
to [email protected] with a copy marked to [email protected] Institutional shareholders holding securities in demat mode. for e-Voting or have forgotten the User ID
(i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney and Password may retrieve the same by
3.
Alternatively, shareholder/ members may following the remote e-Voting instructions
/ Authority Letter etc. by clicking on ‘Upload Board Resolution / Authority Letter’ displayed under
send a request to [email protected] for mentioned in the notice to avoid last
‘e-Voting’ tab in their login.
procuring user id and password for e-Voting minute rush.
2. Any person holding shares in physical form and non-individual shareholders, who acquires shares by providing above mentioned documents.
of the Company and becomes member of the Company after the notice is send through e-mail 2. Members are encouraged to join the Meeting
4. In terms of SEBI circular dated December through Laptops for better experience.
and holding shares as of the cut-off date i.e. July 16, 2024, may obtain the login ID and password
9, 2020 on e-Voting facility provided by
by sending a request at [email protected] or Issuer/RTA. However, if you are already registered with 3. Further Members will be required to allow
Listed Companies, Individual shareholders
NSDL for remote e-Voting, then you can use your existing user ID and password for casting your vote. Camera and use Internet with a good speed
holding securities in demat mode are
If you forgot your password, you can reset your password by using ‘Forgot User Details/Password’ to avoid any disturbance during the meeting.
allowed to vote through their demat
or ‘Physical User Reset Password’ option available on www.evoting.nsdl.com or call at 022 - 4886
account maintained with Depositories and 4.
Please note that Participants Connecting
7000.. In case of Individual Shareholders holding securities in demat mode who acquires shares of the
Depository Participants. Shareholders are from Mobile Devices or Tablets or through
Company and becomes a Member of the Company after sending of the Notice and holding shares as
required to update their mobile number and Laptop connecting via Mobile Hotspot
of the cut-off date i.e., July 16, 2024 may follow steps mentioned in the Notice of the AGM under Step
email ID correctly in their demat account in may experience Audio/ Video loss due to
1: ‘Access to NSDL e-Voting system’ (Above).
order to access e-Voting facility. Fluctuation in their respective network. It is
3. It is strongly recommended not to share your password with any other person and take utmost care to therefore recommended to use Stable Wi-Fi
keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful 11. Procedure for e-voting during the AGM:
or LAN Connection to mitigate any kind of
attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User 1. The procedure for e-Voting on the day of the aforesaid glitches.
Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to AGM is same as the instructions mentioned
reset the password. above for remote e-Voting. 5.
Members who would like to express their
views/ ask questions as a speaker at the
4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and 2.
Only those Members/ Shareholders, who AGM may preregister themselves by
e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or will be present in the AGM through VC/ sending a request from their registered
call at 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager – NSDL at evoting@ OAVM facility and have not casted their vote email ID mentioning their names, DP ID
nsdl.com on the Resolutions through remote e-Voting and Client ID/folio number, PAN and mobile
and are otherwise not barred from doing so, number to secretarial@poonawallafincorp.
shall be eligible to vote through e-Voting com between Monday July 08, 2024 (09:00
system in the AGM. a.m. IST) and Wednesday, July 17 2024
3. Members who have voted through Remote (05:00 p.m. IST). Only those Members who
e-Voting will be eligible to attend the AGM. have pre-registered themselves as Speakers

Notice
will be allowed to express their views/ask Shareholder would receive all the dividends/ weblink i.e. https://poonawallafincorp.com/ 22. Shareholders unpaid/unclaimed dividend/
questions during the AGM. The Company interest etc. declared during that period investor.php shares related matters:
reserves the right to restrict the number of (from April 01, 2024 till date of updation) a. In terms of Sections 124 and 125 of the Act
f. The Register of Members and Share Transfer
speakers depending on the availability of pertaining to the securities held after the read with Investor Education and Protection
Books of the Company shall remain closed
time for the AGM. said updation automatically. Fund Authority (Accounting, Audit, Transfer
from Wednesday, July 17, 2024, to Tuesday,
6.
Members who need assistance before or Members are requested to furnish details July 23, 2024 (both days inclusive) for the and Refund) Rules, 2016 (‘IEPF Rules’), as
during the AGM, can contact to Ms. Pallavi in the prescribed form as mentioned in purpose of AGM. amended from time to time, dividends
Mhatre, Senior Manager – NSDL at evoting@ the aforesaid SEBI Circulars along with the which remain unpaid/unclaimed over a
g.
Brief profile and other information about period of 7 years will have to be transferred
nsdl.com or call at 022 - 4886 7000. supporting documents, wherever required,
the Director proposed to be appointed/re- by the Company to Investor Education and
to our RTA, Link Intime India Pvt. Ltd. for
21. Shareholder Awareness: appointed as required under Regulation Protection Fund authority (‘IEPF Authority’)
immediate action. A copy of such forms
36(3) and additional information on of the Central Government.
a.
Non-resident Indian shareholders are can be downloaded from the website of
appointment of Joint Statutory Auditor as
requested to inform about the following the Company at https://poonawallafincorp. b.
The Members are requested to note that
required under Regulation 36(5) of SEBI
immediately to the Company or its RTA or com/ or from the website of our RTA at pursuant to the provisions of Section
Listing Regulations and Secretarial Standard
the concerned Depository Participant, as https://www.linkintime.co.in → Resources→ 124(6) of the Act and the IEPF Rules, all
on General Meetings (‘SS-2’) issued by The
the case may be:- Downloads→ KYC →Formats for KYC. such shares in respect of which dividend
Institute of Company Secretaries of India are
i.
the change in the residential status To raise query following is the link provided forming part of the Explanatory Statement has not been paid or claimed for seven
on return to India for permanent by RTA: of this Notice. consecutive years or more are also required
settlement, and to be transferred to IEPF Authority. In this

https://liiplweb.linkintime.co.in/rnthelpdesk/ We would request the Shareholders holding regard the Company has sent individual
ii. the particulars of the NRE account with Service_Request.html shares in physical form to furnish PAN, KYC notices to the concerned Shareholders for
a Bank in India, if not furnished earlier. details and Nomination in the prescribed whom the dividend remains unclaimed and
In view of the above, we urge Members forms to the RTA of the Company at the
b.
Mandatory update of PAN, KYC and unpaid with the Company from FY 2016-17
holding shares in physical form to earliest which would ensure credit of
Nomination details and linking of PAN and onwards and also published notice in this
submit the required forms along with the dividend amount to your bank account on
Aadhaar by holders of physical shares: SEBI regard in accordance with the IEPF Rules.
supporting documents at the earliest. time by the company.
vide its circulars bearing reference nos.
c.
The Company has entered into necessary
SEBI/HO/MIRSD/POD-1/P/CIR/2023/181
arrangement with NSDL and Central
dated November 17, 2023 & SEBI/HO/ c. The details of the dates on which dividend should be transferred to the aforesaid Authority is given
Depository Services (India) Limited (‘CDSL’)
MIRSD/MIRSD-PoD- 1 / P/ CIR/ 2023 / 37 below:-
to enable the Shareholders to dematerialize
dated March 16, 2023 in supersession of
their shareholding in the Company for which Financial Year Date of Declaration Due for transfer
earlier circulars issued by SEBI bearing
they may contact the Depository Participant 2016-17 August 02, 2017 September 07, 2024
reference no’s SEBI/HO/MIRSD/MIRSD_
of either of the above Depositories.
RTAMB/P/CIR/2021/655 dated November 2017-18 August 02, 2018 September 07, 2025
03, 2021 & SEBI/HO/MIRSD/MIRSD_RTAMB/ Members are requested to contact the
2018-19 August 01, 2019 September 06, 2026
P/CIR/2021/687 dated December 14, 2021 Company’s RTA for reply to their queries/
and SEBI directive vide e-mail to RTA on redressal of complaints, if any by raising an 2019-20 The Company did not declare any dividend for F.Y. 2019-20.
January 23, 2024 has made it mandatory email query at the following link : https:// 2020-21 The Company did not declare any dividend for F.Y. 2020-21.
for the shareholders holding shares in liiplweb. link intime.co. in /rnthelp de sk / 2021-22 July 29, 2022 September 03, 2029
physical form to furnish PAN, KYC details Service_Request.html or contact at
2022-23 July 25, 2023 August 30, 2030
and Nomination in the prescribed forms to [email protected].
the RTA of the Company. 2023-24 (Interim Dividend) January 18, 2024 February 23, 2031
d.
Pursuant to the amendment to the SEBI
In case of non-updation of PAN or Choice Listing Regulations on January 24, 2022,
of Nomination or Contact Details or Mobile the Company shall (i) effect issuance of The Company has uploaded the information be transferred to the IEPF Authority.
Number or Bank Account Details or certificates in dematerialised form only, in respect of the unpaid/unclaimed Shareholders are requested to encash the
Specimen Signature in respect of physical for any requests received for subdivision, dividend amounts lying with the Company, dividend before the due date of transfer i.e.
folios, dividend/interest etc. shall be paid split, consolidation, renewal, exchanges, as on the date of the last meeting held September 07, 2024.
only through electronic mode with effect endorsements or issuance of duplicate on July 25, 2023, on the IEPF website
from April 01, 2024 upon furnishing all the certificates; and (ii) execute requests for e. The Members of the Company can encash
www.iepf.gov.in and under ‘Investors
aforesaid details in entirety. transmission and transposition of securities, the unpaid Dividend Warrants for the year
Section’ on the website of the Company viz.,
held in physical or dematerialised form, in ended March 31, 2017 or any subsequent
Further, kindly note that If a Shareholder www.poonawallafincorp.com.
dematerialised form only. year, before transfer to the IEPF Authority by
updates the PAN, Choice of Nomination, d. Accordingly, all unpaid/unclaimed amounts writing a request to the Company Secretary,
Contact Details including Mobile Number, e.
Process for dematerialisation of shares is in respect of dividends paid by the Company Poonawalla Fincorp Limited, ‘201 and 202,
Bank Account Details and Specimen available at the website of the Company at for the year ended March 31, 2017 must 2nd Floor, AP81, Koregaon Park Annex,
Signature after April 01, 2024, then the

Notice
Mundhwa, Pune – 411036, Maharashtra 23.

Procedure for inspection of documents and EXPLANATORY STATEMENT
or at [email protected]. Members queries As an additional information, the Explanatory Statement contains material facts pertaining to
No claim will be entertained thereafter by a.
Members seeking to inspect such ordinary business mentioned in Item No. 3 to 4 of the said Notice.
the Company. documents can send an email to Company’s
ITEM NO. 3:
f. The members are being informed that the investor email id mentioning their name,
Folio No./DP ID and Client ID and the Information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Company has transferred 49,927 equity
documents that they seek to inspect, Regulations, 2015 and Secretarial Standard-2 (‘SS-2’) on General Meetings for re-appointment of the Director
shares to the IEPF Authority in accordance
with a self-attested copy of their PAN card is given hereunder:
with the applicable provisions. The
Company has also transferred an amount of attached to the email id at secretarial@
Name of Director Mr. Abhay Bhutada
Rs. 5,61,478/- to IEPF being the unclaimed poonawallafincorp.com
DIN 03330542
dividend for FY 2015-16. b.
Members seeking any information with Designation/Category of Directorship Managing Director (Till June 09, 2024)
g. Once the unpaid/ unclaimed dividend or the regard to the accounts or any matter to be Non-Executive Director (w.e.f. June 10, 2024)
shares are transferred to IEPF Authority, the placed at the AGM, are requested to write Date of Birth (Age) May 05, 1985 (39 years)
same may be claimed by the Members from to the Company on or before Wednesday, Date of first appointment on the Board February 12, 2022
the IEPF Authority by making an application July 17, 2024 through email at secretarial@ Qualification Chartered Accountant
in prescribed Form IEPF-5 online and poonawallafincorp.com with their name, Expertise in specific functional area Mr. Abhay Bhutada is a qualified Chartered Accountant and a seasoned
sending the physical copy of the same folio No./DP ID and Client ID. The same will finance professional with over 15 years of diversified experience in the
be replied by the Company suitably. domain of commercial, housing and retail lending. He is passionate
duly signed (as per the specimen signature about using technology in financial services and has been instrumental
recorded with the Company) along with c. The Register of Contracts or Arrangements in setting up the lending business of the Poonawalla group. His visionary
requisite documents to the Registered thinking and flawless execution earned him the Young Entrepreneur of
in which Directors are interested, maintained
Office of the Company for verification of India 2017 bestowed upon by the Chairman of State Bank of India and
under Section 189 of the Act, and the Promising Entrepreneur of India of 2019 by The Economic Times. Asia
the claim. Register of Directors and Key Managerial One has recently felicitated him as ‘40 under 40 Most Influential Leader
Personnel and their shareholding for 2020-21.
h.
The IEPF Rules and the application form
maintained under Section 170 of the Act Terms and conditions of appointment/re-appointment Re-appointment in terms of Section 152(6) of the Companies Act, 2013
(Form IEPF – 5), as prescribed by the MCA
for claiming back of the shares/ dividend, read with rules issued thereunder will be Details of remuneration last drawn Please refer to the Report on Corporate Governance.
are available on the website of the Company electronically available for inspection by the Details of remuneration sought to be paid Sitting fees as decided by the board of directors will be paid to Mr. Abhay
members during the Meeting. Furthermore, Bhutada in the capacity of Non -Executive Director
www.poonawallafincorp.com at its weblink
all documents referred to in the Notice will *List of outside Directorships held in listed entities Nil
i.e. https://poonawallafincorp.com/investor-
also be available for electronic inspection Name of Listed entities from which the Director has Nil
info.php as well as website of IEPF at www.
without any fee by the Members from the resigned in the past three years
iepf.gov.in.
date of circulation of this Notice up to the **Chairman/Member of the Committee of the Board Nil
of Directors of other Companies in which he/she is a
date of AGM i.e., July 23, 2024 and shall be Director
available for inspection upon login at NSDL Shareholding in the Company
e-Voting system at www.evoting.nsdl.com. No. of shares held
a. Own 76,00,000 shares
b. For other persons on a beneficial basis
No. of Meetings of the Board attended during the 7/7 (during the financial year 2023-24)
financial year 2023-24 and till the date of the Notice 3/3 (from April 01 2024 till the date of Notice)
Relationship with other Directors, Manager, and other None
Key Managerial Personnel of the Company
*Includes Directorships in Listed entities (including debt listed).
** Includes only Audit Committee and Stakeholders’ Relationship Committee.
The Board of Directors recommends the resolution set out in Item No. 3 of the AGM Notice to the members for
their consideration and approval, by way of an Ordinary Resolution.
Save and except Mr. Abhay Bhutada and his relatives, to the extent of their shareholding interest, if any, in
the Company, none of the Directors, Key Managerial Personnel of the Company and their relatives are, in any
way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out in Item No. 3 of the
AGM Notice.

Notice
ITEM NO. 4: and the PCAOB (US Public Company Accountancy recommended to the Board of the Directors (‘Board’), In view of Company’s growth strategy and considering
Oversight Board) having offices across key cities the appointment of Mr. Arvind Kapil (DIN: 10429289) Mr. Arvind Kapil’s qualifications, competence, technical
This Explanatory Statement is in terms of Regulation
in India. The Firm provides range of services which as an Additional Director in the capacity of a Managing expertise, and experience in the financial services and
36(5) of the Securities and Exchange Board of India
include Audit & Assurance, Taxation and Accounting Director and Chief Executive Officer for a period of 5 based on the recommendation of the Nomination and
(Listing Obligations and Disclosure Requirements)
Advisory. The Firm’s Audit and Assurance practice has (five) years with effect from June 10, 2024 till June Remuneration Committee the Board has approved his
Regulations, 2015 (‘SEBI Listing Regulations’):
significant experience in auditing financial services 09, 2029 (both dates inclusive) subject to approval of appointment as Managing Director and Chief Executive
The Members are informed that in accordance clients including large NBFCs and Banks. the Shareholders of the Company. Mr. Arvind Kapil is Officer of the Company for a period of 5 (five) years with
with the Guidelines for Appointment of Statutory designated as a Key Managerial Personnel and satisfies effect from June 10, 2024 to June 09, 2029. Mr. Arvind
The members are requested to note that M S K A &
Central Auditors (SCAs)/Statutory Auditors (SAs) of all the conditions set out in Part I of Schedule V to the Kapil shall be designated as a Key Managerial Personnel
Associates, Chartered Accountants, have consented
Commercial Banks (excluding RRBs), UCBs and NBFCs Companies Act, 2013 (‘Act’) as also the conditions set of the Company in accordance with the provisions of
to their appointment as the Joint Statutory Auditors
(including HFCs) dated April 27, 2021, issued by RBI out under Section 196(3) of the Act for being eligible the Act. The office of Mr. Arvind Kapil shall be liable to
of the Company vide letter dated April 29, 2024, and
(‘RBI Guidelines’), entities with asset size exceeding for appointment. retirement by rotation, and he shall continue to hold
confirmed that their appointment, if made, will be
Rs. 15,000 Crore will have to get their statutory audit office of Managing Director and Chief Executive Officer
within the limits specified under the Act and the RBI Pursuant to Regulation 17(1C) of SEBI (Listing
conducted under joint audit of a minimum of two as and when he is being re-appointed as a director and
Guidelines and that they are not disqualified from Obligations & Disclosure Requirements) Regulations,
audit firms. Appointment of each auditor can be for a such re-appointment as director shall not be deemed to
being appointed as the Joint Statutory Auditors of the 2015 (‘SEBI Listing Regulations’), Mr. Arvind Kapil can
continuous period of three years, subject to the audit constitute a discontinuation in his tenure as Managing
Company. The Joint Statutory Auditor have confirmed hold office as an Additional Director up to the date of this
firms satisfying the eligibility norms each year as Director and Chief Executive Officer.
that they have subjected themselves to the peer review Annual General Meeting. The Company has received a
specified in the RBI Guidelines. Post the expiry of the
process of the Institute of Chartered Accountants of notice under Section 160(1) of the Act from a Member Mr. Arvind Kapil has given his consent to be appointed
term of 3 (thee) years, the Statutory Auditors shall be
India (‘ICAI’) and that they hold a valid certificate issued signifying his intention to propose the appointment of as such and also the confirmation that he is not
eligible for re-appointment only after a cooling period
by the Peer Review Board of ICAI. Mr. Arvind Kapil as a Director of the Company. disqualified to act as Director in terms of Section 164
of 6 (six) years.
of the Act and satisfies the criteria of ‘fit and proper’ as
Members are requested to note that if appointed, M The NRC, while recommending Mr. Arvind Kapil as
In accordance with the requirements of Section 139 of prescribed by the Reserve Bank of India vide Master
S K A & Associates, Chartered Accountants shall be Managing Director and Chief Executive Officer of the
the Companies Act, 2013 (‘Act’) read with Rules made Direction as amended and ‘Policy on Fit and Proper
paid audit fees of Rs. 1.00 Crore (Rupees One Crores Company, considered various factors, viz., background,
thereunder, Walker Chandiok & Co LLP, Chartered Criteria for Directors’ as adopted by the Board. He
only) depending on their roles and responsibilities and qualifications, competence, technical expertise, and
Accountants, (Firm Registration No. 001076N/ fulfils the conditions for appointment as a Managing
scope of work and having regard to the efforts and experience particularly in the financial services.
N500013), and Kirtane & Pandit LLP, Chartered Director and Chief Executive Officer as specified in the
time commitment required for the audit, in addition
Accountants, (Firm Registration No.105215W/ Brief Profile: Mr. Arvind Kapil served as HDFC Bank’s Act read with Schedule V to the Act. He is not related
to any out of pocket expenses, outlays and taxes, as
W100057), act as the Joint Statutory Auditors of Group Head overseeing the mortgage banking to any director of the Company and is not debarred
applicable. The scope will include issuance of quarterly
the Company. business with a book size of 7.5 lakh crore. Within this from holding the office of Director by virtue of any
Limited review reports and audit report on financial
role, he was responsible for managing the entire Home SEBI order or any other such authority. Appointment
The terms of appointment of Walker Chandiok & Co statements and providing non-prohibited certification
Loans portfolio, Loan Against Property (LAP), and HDFC of Mr. Arvind Kapil as a Managing Director and Chief
LLP, Chartered Accountants, as one of the Company’s and other services. The remuneration/audit fee payable
Sales Private Limited. Mr. Arvind Kapil also spearheaded Executive Officer of the Company is in accordance with
Joint Statutory Auditor shall expire at the conclusion of to the Joint Statutory Auditors, as proposed herein,
the retail lending franchise at the HDFC bank, which the Remuneration Policy of the Company.
the 44th Annual General Meeting of the Company. is commensurate with the scope of work, size and
encompassed a diverse array of domains including
operations of the Company. The fees for services for The main terms and conditions of appointment of
In accordance with the Act, the RBI Guidelines, on unsecured loans, auto loans, two-wheeler loans, retail
other professional work will be in addition to the audit Mr. Arvind Kapil as Managing Director and Chief
the recommendation of the Audit Committee and working capital loans, gold loan, loan against shares,
fee as above and will be decided by the Company in Executive Officer is given below:
considering various parameters including size and home loans, microfinance, and business loans. With
consultation with the Joint Statutory Auditors and will
vintage of the firm, qualification, proficiency and an illustrious tenure spanning over 25 years, Mr. Arvind i) eriod: For a term of 5 (Five) years commencing
P
be subject to approval by the Board of Directors and /
experience of the audit partners, their clientele, industry Kapil has been a trailblazer in harnessing digital from June 10, 2024 till June 09, 2029 (both dates
the Audit Committee in the manner as mentioned in
experience and profile and knowledge in the financial solutions to revolutionise customer experience. He has inclusive).
the resolution at Item No. 4 of the AGM Notice.
services sector, adequacy of experienced resources introduced groundbreaking innovations such as the
Duties: Mr. Arvind Kapil shall perform his
ii)
and expertise in conducting audits, the Board of The Board of Directors recommends the resolution set industry-leading 10 seconds personal loan, alongside
obligations with the proper and reasonable care,
Directors at their meeting held on April 29, 2024 out in Item No. 4 of the AGM Notice to the Members digital loan against securities, digital loan against
skill and shall faithfully and diligently serve the
considered, approved and recommended for approval for their consideration and approval, by way of an mutual funds and digital auto loans.
Company and subject to the superintendence,
of the Members of the Company, the appointment of Ordinary Resolution.
Mr. Arvind Kapil educational background includes control and direction of the Board and the
M S K A & Associates , Chartered Accountants, (Firm
None of the Directors, Key Managerial Personnel of the Advanced Management Program from Harvard provision of Articles of Association of the Company,
Registration Number :105047W) as the Joint Statutory
Company and their relatives are, in any way, concerned Business School; Master’s Program in Management he shall perform such further duties and exercise
Auditor of the Company for a period of 3 (three) years
or interested, financially or otherwise, in the Ordinary of Global Enterprises jointly from IIM Bangalore, UCLA such further powers as may from time to time be
commencing from the conclusion of 44th Annual
Resolution set out in Item No. 4 of the AGM Notice. Anderson, and SDA Bocconi, and City University; entrusted to or conferred upon him by the Board.
General Meeting till the conclusion of 47th Annual
Masters in Management Studies from Bharati
General Meeting of the Company. ITEM NO. 5: Mr. Arvind Kapil shall, throughout his term in
Vidyapeeth Institute of Management Studies and
the Company as Managing Director and Chief
Brief Profile: M S K A & Associates established in The Nomination and Remuneration Committee (‘NRC’) Research, and a Bachelor of Engineering (B.E.) from K.
Executive Officer, devote the whole of his time,
1978, is an Indian partnership firm registered with of the Board of the Company, at its meeting held on J. Somaiya College of Engineering, Mumbai.
attention and abilities to the business of the
the Institute of Chartered Accountants of India (ICAI) March 18, 2024 and June 01, 2024, has unanimously
Company, and shall obey the orders, from time to

Notice
time, of the Board and in all respects conform to the above, a special resolution is being sought II. Information about the Appointee:
and comply with the directions and regulations pre-emptively from the Members. 1. Background Details Refer Profile section as stated above.
made by the Board, and shall faithfully serve
Notice period: Three months prior written 2. Past Remuneration Not applicable.
the Company and use his utmost endeavour to
notice to the Company 3. Recognition or Awards Mr. Arvind Kapil has introduced groundbreaking innovations
promote the interest thereof. such as the industry-leading 10 seconds personal loan, alongside
Severance fees: There is no separate provision digital loan against securities, digital loan against mutual funds
iii) Remuneration: and digital auto loans.
for payment of severance fees.
A)
Annual Fixed Pay Rs. 70,000,000 (Rupees 4. Job Profile and his suitability Mr. Arvind Kapil served as HDFC Bank’s Group Head overseeing
Mr. Arvind Kapil will not be entitled to any the mortgage banking business with a book size of 7.5 lakh
Seven Crores only) per annum.
sitting fee for attending Meetings of the Board crore. Within this role, he was responsible for managing the
a. Basic Salary: Rs. 28,000,000/- per annum. or any Committee thereof. entire Home Loans portfolio, Loan Against Property (LAP), and
HDFC Sales Private Limited.
b. Perquisites/ Benefits: In addition to the above The above may be treated as a written
Mr. Arvind Kapil also spearheaded the retail lending franchise at
salary, shall also be entitled to the following memorandum setting out the terms of the HDFC bank, which encompassed a diverse array of domains
perquisites/ benefits: appointment of Mr. Arvind Kapil under Section including unsecured loans, auto loans, two-wheeler loans, retail
190 of the Act. working capital loans, gold loan, loan against shares, home loans,
i. Housing Rent Allowance: microfinance, and business loans. With an illustrious tenure
Rs. 14,000,000/- per annum. The particulars of the information, pursuant to spanning over 25 years, Mr. Arvind Kapil has been a trailblazer
the provisions of Schedule V, Part II, Section II, in harnessing digital solutions to revolutionise customer
ii.
Special Allowance: Rs. 23,293,200/- experience.
of the Act is as under:
per annum. Taking into consideration his qualifications and expertise
I. General Information in financial services, Mr. Arvind Kapil is best suited for the
iii.
Gratuity: Gratuity payable shall not responsibilities currently assigned to him by the Board of
exceed half a month’s salary for each i.
Nature of Industry: The Company is Directors of the Company.
completed year of service. a Non-Banking Financial Company 5. Remuneration proposed As mentioned in terms and conditions above.
(‘NBFC’), engaged in Consumer and 6.
Comparative remuneration profile with Taking into consideration the size of the Company, his profile,
iv. Contribution to Provident Fund will be as
MSME financing. respect to industry, size of the Company, responsibilities, the industry benchmarks, the remuneration
per statutory act. profile of the position and person proposed to be paid is commensurate with the remuneration
ii.
Date or expected date of start of packages paid to similar senior level counterpart(s) in other
B)
ESOP: Eligible to 80,00,000 stock options
Commercial Production: The Company companies in the industry.
at market price on date of joining, subject
was incorporated in 1978. The Company 7. Pecuniary relationship directly or indirectly Apart from receiving remuneration as stated above Mr. Arvind
to the Company policy and approval of the with the Company or relationship with Kapil does not have any other pecuniary relationship with the
is registered with the Reserve Bank
Nomination and Remuneration Committee. managerial personnel, if any Company or with the managerial personnel of the Company.
of India (RBI) and classified as NBFC
C)
One-time joining bonus: Rs. 400,000,000/- - ML. The Company is into financing
III. Other information:
(Rupees Forty Crores only). business for over 3 decades with strong
management team and extensive 1. Reason for loss / inadequate profit Not Applicable
Mr. Arvind Kapil will be entitled for corporate
industry experience. 2. Step taken or proposed to be taken for improvement Not Applicable
club membership and will be eligible to
3. Expected increase in productivity and profits in Not Applicable
all other benefits as per the Company’s iii.
In case of new companies expected measurable terms
policy and will be subject to all other service date of commencement of activities
conditions applicable to any other employee as per project approved by Financial IV. Disclosures:
of the Company. Institution appearing in the Prospectus: The said resolution confers a power on the Board, or the Nomination and Remuneration Committee,
Not Applicable to alter or vary the terms and conditions of appointment, including any variation in remuneration,

Minimum Remuneration in case of
inadequacy or absence of profits: In the iv.
Financial performances (standalone) provided such remuneration is in accordance with of the Act.
event of inadequacy or absence of profits during the year ended March 31, 2024: Save and except Mr. Arvind Kapil and his relatives to the extent of their shareholding interest, if any,
under Section 197 and all other applicable in the Company, none of the other Directors and Key Managerial Personnel of the Company or their
Particulars (Rs. In Crore)
provisions of the Act, in any financial year or relatives are, in any way, concerned or interested, financially or otherwise in the said Special Resolution,
Total Income 3,151.82
years during the term of his appointment set out at Item No. 5 of this Notice.
as Managing Director and Chief Executive Profit Before Tax 2,538.54
Officer of the Company, the remuneration Profit After Tax 2,055.96 None of the Directors and Key Managerial Personnel of the Company are inter-se related to each other.
comprising salary, performance linked v.
Foreign Investments or collaborations, The Board recommends the Special Resolution as set forth in Item No. 5 in the AGM Notice for the
incentive, perquisites, allowances and if any: While the Company has foreign approval of the Members.
benefits including gain arising on exercise of investment in its Equity and Debt
employee stock options, as approved herein instruments, the Company has not made
be paid as minimum remuneration to him for any foreign investments and neither
any financial year in aggregate. Considering entered into any collaborations during
the last year.

ANNEXURE A NOTES
Information as required under Secretarial Standard - 2 on General Meetings and Regulation 30 and Regulation
36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable
Secretarial Standard for appointment of the Director, a statement containing details of the concerned Director
as on date of the AGM Notice is given hereunder:
Name Mr. Arvind Kapil

DIN 10429289
Date of Birth (Age) August 18, 1971 (52 years)
Qualification Bachelor of Engineering (B.E.),
Masters in Management Studies
Refer Profile section as stated above
Date of First Appointment on the Board and term June 10, 2024 till June 09, 2029 (both dates inclusive)
Reason for appointment Having regard to the expertise, knowledge and rich experience of Mr. Arvind
Kapil, the Board is of the view that his appointment as Managing Director
and Chief Executive Officer would be of immense benefit and value to the
Company and pursuant to the recommendation of the Nomination and
Remuneration Committee, recommends his appointment to the Members
as a Managing Director and Chief Executive Officer of the Company.
Expertise in specific functional area Refer Profile section as stated above.
Terms and conditions of appointment along with Mr. Arvind Kapil is appointed as a Managing Director and Chief Executive
details of remuneration sought to be paid Officer for a term of 5 (Five) years commencing from June 10, 2024 till
June 09, 2029 (both dates inclusive) and is liable to retirement by rotation.
The remuneration shall be payable as mentioned above.
Brief resume/ profile Refer Profile section as stated above.
List of outside Directorships NIL
Listed entities from which the Director has resigned NIL
in the past three years
Chairman/ Member of the Committee of the Board NIL
of Directors of other Companies in which he/ she is
a director
No. of Meetings of the Board attended during the NIL
financial year 2022-23.
Shareholding in the Company including beneficial NIL
ownership
Relationship with other Directors, Manager, and There is no inter se relationship between Mr. Arvind Kapil, other Members
other Key Managerial Personnel of the Company of the Board and Key Managerial Personnel of the Company.
Registered Office: By order of the Board of Directors

201 and 202, 2nd Floor, AP81, For Poonawalla Fincorp Limited
Koregaon Park Annex,
Mundhwa, Pune – 411 036 Sd/-
Maharashtra Shabnum Zaman
Place : Pune Company Secretary
Date: June 01,2024 ACS No.: 13918
402 POONAWALLA FINCORP LIMITED

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June 22, 2024

BSE Limited National Stock Exchange of India Limited

Dear Sir / Madam,

We hereby request you to take the above information on record.

ZAMAN Date: 2024.06.22

The duo that redefined excellence in the NBFC sector

READY FOR THE FUTURE.

33.8% 11.20% D1,027 Crore**

Regulatory requirement: 15% 51 bps YoY 83% YoY

5.24% D1,389 Crore 1.16%

19 bps YoY BSE: 524000

B POONAWALLA FINCORP LIMITED Annual Report 2023-24 01

FINANCING THE FUTURE OUR COMPETITIVE EDGE

Poonawalla Fincorp Limited, is a systemically important non-

Long term credit rating by CRISIL & CARE Ratings

* All figures are as on March 31, 2024

02 POONAWALLA FINCORP LIMITED Annual Report 2023-24 03

SETTING NEW STANDARDS

Digital-first approach Customer satisfaction

Our digital-first strategy has We have observed improvements

Trust: Denotes legacy and

Scalable Sustainable Resilient

04 POONAWALLA FINCORP LIMITED Annual Report 2023-24 05

MSME segments. ACTIVITY We actively support education

06 POONAWALLA FINCORP LIMITED Annual Report 2023-24 07

NEW DIGITAL GATEWAY

Functionality and customer experience Operational efficiency and customer

08 POONAWALLA FINCORP LIMITED Annual Report 2023-24 09

COMMANDING THE COURSE

Mr. Sunil Samdani Mr. Amar Deshpande Ms. Kemisha Soni

BOARD COMMITTEES OTHER COMMITTEES

AC Audit Committee ALM Asset Liability ESG Environmental and Social

10 POONAWALLA FINCORP LIMITED Annual Report 2023-24 11

DIRECTING OUR JOURNEY

Mr. Sanjay Miranka Mr. Hiren Shah

Mr. Anup Agarwal Mr. Rajendra Tathare Mr. Ashish Mehta

12 POONAWALLA FINCORP LIMITED Annual Report 2023-24 13

14 POONAWALLA FINCORP LIMITED Annual Report 2023-24 15

A CULTURE OF EXCELLENCE in the market and the ability to

16 POONAWALLA FINCORP LIMITED Annual Report 2023-24 17

SNAPSHOT OF OUR PROGRESS

33,289 25,003 5.24* 3.29

3,152 1,027* 1.30 8.60

*Excluding exceptional Items. from GS3 / NS3 of previous periods.

Shareholder’s fund (C Crore) Capital adequacy ratio (%)

FY 21-22 FY 22-23 FY 23-24 FY 21-22 FY 22-23 FY 23-24

18 POONAWALLA FINCORP LIMITED Annual Report 2023-24 19

THREE YEARS OF FINANCIAL, Healthy CRAR

OPERATIONAL AND STRATEGIC

20 POONAWALLA FINCORP LIMITED Annual Report 2023-24 21

How we made it possible ‘financially’ How we made it possible ‘operationally’

Dec-20 (Legacy Magma) Mar-24 (Poonawalla Fincorp)

How we made it possible ‘strategically’

Lending methodology Physical Digital

New to credit Yes No

Data driven lending No Yes

Collection Cash Digital

PBT per employee Credit Rating

22 POONAWALLA FINCORP LIMITED Annual Report 2023-24 23

FAVOURABLE MARKET Strong economic fundamentals

b. Digital PR campaigns and content important awards, and recognitions as •