To the Members,

Your Directors have pleasure in presenting the 46 TH (Forty Sixth) Annual Report, along with the Audited

Financial Statements of Poonawalla Fincorp Limited ("Company"), for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS (STANDALONE):

COMPANY AND BUSINESS OVERVIEW

The Company is a Non-Banking Financial Company ("NBFC") offeringadiversified suite of 13 (thirteen) loan products, catering to diverse borrower segments, including salaried and self-employed individuals, professionals from diverse backgrounds, students, micro, small and medium enterprises ("MSMEs") and mid-sized corporates.

The Company commenced its lending operations in

1989 and has a customer base of over twenty two lakh customers, as of March 31, 2026.

Following its acquisition by Rising Sun Holdings Private Limited, a member of the Cyrus Poonawalla

Group, in May 2021, the Company has undertaken several strategic initiatives. These include refined product suite, introduced new products, embedded a credit by design "risk-first" approach, invested its distribution network, technology and artificial intelligence ("AI") initiatives, established an organizational structure with a multi-tiered leadership team and scaled its assets under management

("AUM") while maintaining asset quality.

The Company's product portfolio comprises loan against property, instant consumer loans, mid-market loans, business loans, pre-owned car loans, prime personal loans, gold loans, education loans, professionalloans,consumerdurableloans,machinery and medical equipment loans, commercial vehicle loans and shopkeeper loans. The AUM for newly introduced products comprising prime personal loan, gold loans, education loans, consumer durable loans, commercial vehicles loans and shopkeeper loans was H 8,298 Crores, 14% of our AUM, as of March 31, 2026.

The Company maintained a balanced mix of secured and unsecured lending, with 54% and 46% of our onbook AUM categorized as secured and unsecured lending as of March 31, 2026, respectively. Our credit-by-design framework embeds a "risk-first" culture and disciplined risk management across the lending cycle. The Company prioritizes risk management and asset quality to pursue growth that is sustainable, predictable and productive, consistent with its risk management framework.

The Company operates a 'phygital' distribution network that integrates physical and digital channels to reach a wider set of customers, increase operational efficiency and reduce costs. The Company has an extensive physical distribution channel comprising

504 branches across 20 states and union territories, over 2,700 Channel Partners, over 12,500 dealers

(including retailers and original equipment manufacturers), over 500 counsellor partners and 6 call centers, as of March 31, 2026.

Operations are underpinned by advanced technological and AI systems integrated into our platform, which span across the lending cycle. Digital and analytics form the core of our technology AI capabilities and enable us to enhance revenue streams and drive productivity to optimize our operating and credit costs.

The Company is led by an experienced management team, with key managerial personnel ("KMP") and senior management personnel ("SMP") possessing extensive and diverse experience in the financial service industries. The management team is guided by the Board of Directors of the Company ("Board of Directors" or "Board").

The Company operates with a robust risk management framework grounded in a credit-by-design, "risk-first" philosophy. It prioritizes risk management and asset quality to pursue growth that is sustainable, predictable and disciplined. The framework spans the entire lending lifecycle, including prospecting, underwriting, portfolio monitoring, collections, fraud risk, information security and compliance, thereby strengthening our risk management framework and supporting disciplined, scalable growth.

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS: Financial performance:

Your Company has delivered strong financial performance marked by growth, robust capitalization and resilient asset quality. Our AUM grew to H 60,348 as of March 31, 2026. Total Income grew to H 6795.65 Crore for the year ended March 31, 2026.

Capital position remains robust with a CRAR, above the regulatory requirement of 15.00%. Asset quality remains resilient with Gross NPA of 1.44% and Net NPA of 0.74% as of March 31, 2026, supported by a provision coverage ratio of 49.00%.

Total Income on a standalone basis increased to

H 6,795.65 Crore in FY 2025-26 from H 4,222.84 Crore in FY 2024-25 reflecting strong business growth across all retail products. Net Interest Income (NII), including the fees and other income continues to grow healthy and on a standalone basis increased to

H 4028.98 Crore in FY 2025-26 from H 2,707.75 Crore in FY 2024-25, primarily driven by an increase in AUM, improved yield profile, and enhanced operating leverage.

The impairment on financial instruments decreased to H 1,104.13 Crore in FY 2025-26 from H 1,458.17 Crore in FY 2024-25 largely attributable to the erstwhile small ticket personal loan book (STPL), which has since been recalibrated. Policy interventions, across other retail products leading to improved quality of origination, coupled with better collection efficiency, resulted in reduced forward flows aiding in reduction in impairment cost.

The Company's Profit/(loss) after tax ("PAT") on a standalone basis increased to H 541.81 Crore in FY 2025-26 from H (98.34) Crore in FY 2024-25. As at March 31, 2026, the Company's Capital to Risk-weighted Assets Ratio or the Capital Risk Adequacy Ratio ("CRAR") was 16.83%, which is above the regulatory minimum requirement of 15% prescribed by the Reserve Bank of India ("RBI"). Following the successful capital raise of ? 2,500 Crore through qualified institutional placement (QIP) in the month of April 2026, the simulated CRAR was 20.74% basis balance sheet for the financial year ended March 31, 2026, providing enough headroom for growth and leverage at 3.78x.

ALM statement and Liquidity:

We have a well-diversified liability base supported by long-term credit ratings of CRISIL AAA/Stable and CARE AAA;Stable, short-term ratings of CRISIL A1+ and CARE A1+ and our perpetual bonds are rated CRISIL AA+/Stable and CARE AA+;Stable, as of March 31, 2026, reflecting our strong credit position. Our NCDs are also rated BWR AAA/Stable and ACUITE AAA/Stable by Brickwork Ratings India

Private Limited and Acuite Ratings and Research

Limited, respectively.

We have a diversified borrowing mix, including short and long term loans from banks, NCDs, commercial paper and external commercial borrowings, ensuring depth and flexibility in market access. Our average cost of borrowings (i.e., the ratio of our finance costs for the relevant period/year to a simple average of daily outstanding borrowings for the relevant period/ year) was 7.73% and 8.09% for FY 2025-26 and FY 2024-25, respectively. We follow a prudent asset-liability management ("ALM") strategy, maintaining a balanced mix of short-term and long-term assets and liabilities. As of March 31, 2026, based on residual maturity, 63.68% of our borrowings were long-term borrowings, and 36.32% of our borrowings were short-term borrowings. Our strong credit rating, diversified liability base and an optimized mix of short- and long-term liabilities have supported a measurable reduction in our cost of borrowings.

We further reinforce risk discipline through a board-constituted Asset Liability Management Committee

("ALCO"), which reviews changes in the economic environment and suggests suitable strategies for effective resource management, managing our cost of funds and responsiveness to market conditions. Further, we manage liquidity and interest rate risks through ALM policies, daily liquidity coverage ratio monitoring, duration sensitivity analysis and periodic stress testing through our ALCO.

Transfer to reserve:

During the year under review, the Company has transferred H 108.37 Crore to Reserve as required under Regulation 45-IC of the Reserve Bank of India Act, 1934.

Dividend:

In view of the future growth of the Company, the

Board of Directors has decided to conserve capital. Therefore, the Board has decided not to recommend dividend for FY 2025-26.

The Dividend Distribution Policy, in terms of

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and as reviewed and adopted by the Board of Directors of the Company, is available on the Company's website viz., URL: https://poonawallafincorp.com/documents /20121/0/4.+PFL_Dividend+Distribution+Policy_ Version+No.+5.0.pdf/e1e4fa2a-b79f-599f-e02f-670aa0a803a4

Subsidiary and Joint Venture companies and its performance highlights:

The Company has one joint venture company, Jaguar

Advisory Services Private Limited ("JASPL") and no subsidiary company as on March 31, 2026. JASPL, a joint venture with HDI Global SE is an advisory service company domiciled in India. JASPL is a special purpose vehicle (SPV) company. The Board of Directors and the Shareholders of the Company have approved divestment of 11,000 equity shares constituting 48.89% of the share capital held by the

Company in JASPL, the said transaction is subject to requisite regulatory approvals. The Board reaffirmed the proposal to divest its shareholding in JASPL at its meeting held on May 05, 2026, and accordingly in line with the requirements of Ind - AS 105 "Non-current Assets Held for Sale and Discontinued Operations", such investment has been classified as assets held for sale.

During FY 2025-26, no new subsidiary, joint venture or associate was incorporated/acquired. The Company's Policy for determination of material subsidiaries, as adopted by the Board of Directors is in conformity with Regulation

16 of the SEBI Listing Regulations, can be accessed on the Company's website at https:// poonawallafincorp.com/documents/20121 /0/PFL-ACB-Policy-on-Material-Subsidiary-Version-No-6.0.pdf/701a6e1f-74a2-31a5-6f1a-4f37e08f1219 Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing the salient features of financial statements of the Company's subsidiary in e-Form No. AOC-1 is attached to the financial statements of the Company.

Consolidated financial statements:

In accordance with the requirements of Regulation

34 of SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements in accordance with Ind AS -110 'Consolidated Financial Statements' and Ind AS- 27 'Separate Financial Statements'. The Consolidated Financial Statements form part of this Report.

DEPOSITS:

Being a non-deposit taking NBFC, your Company has not accepted any deposits from the public within the meaning of the provisions of the Master Direction of Reserve Bank of India (Non-Banking Financial Companies Acceptance of Public Deposits) Directions, 2025 and the applicable provisions of the Act.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business and operations of the Company.

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

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

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the applicable provisions of the

SEBI Listing Regulations, the Management Discussion and Analysis Report, forms part of this Report.

EMPLOYEE STOCK OPTION SCHEMES:

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share-based compensation scheme/plan. Your Company believes in rewarding its employees for their continuous hard work, dedication, and support, which have contributed to the Company's growth and success. The Employee Stock Option Plan ("ESOP") granted to the employees of the Company currently operate under the following schemes:

- Employee Stock Option Plan 2021 (ESOP- 2021)

The Company has instituted the Employee Stock Option Plan - 2021 ("ESOP 2021"), administered by the Nomination and Remuneration

Committee ("NRC"). ESOP 2021 was approved by the Board of Directors on June 19, 2021 and our Shareholders on July 24, 2021. Under ESOP 2021, the maximum aggregate number of stock options that could be allotted was limited to 15,000,000 stock options, with each option representing one Equity Share of the Company. The NRC at its meeting held on June 01, 2024, approved the termination of ESOP 2021 and cancelled ungranted stock options under the scheme. The stock options that have been granted under ESOP 2021 to eligible employees of our Company, and remain outstanding, shall remain operational until such options are exercised/lapsed.

- Employee Stock Option Plan 2024 Scheme II (ESOP 2024 Scheme II)

The Company has instituted the Employee Stock Option Plan 2024 - Scheme II ("ESOP 24") administered by the Nomination and

Remuneration Committee. ESOP 2024 was approved by the Board of Directors on April 8, 2024, and our Shareholders on May 13, 2024. Under ESOP 2024, the maximum aggregate number of stock options that could be allotted was limited to 20,000,000 stock options, with each option representing one Equity Share of the Company. These options were granted in the absolute discretion of the NRC on the basis of factors such as eligible employee's performance appraisal, seniority, period of service, and present and potential contribution to the growth of the

Company. ESOP 2024 was amended through a special resolution passed by our Shareholders by way of postal ballot on June 16, 2025, to increase the maximum aggregate number of stock options that could be allotted under this scheme to 32,500,000 stock options, with each option representing one Equity Share of the Company.

Accordingly, employee stock options were granted to eligible employees under ESOP 2024, from time to time pursuant to multiple grants made by the Company. During the year under review, 20,15,000 options were granted under ESOP 2024 Scheme II of the Company.

The aforesaid schemes are in compliance with

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations, 2021"), to the extent applicable. The NRC of the Company, inter alia, administers and monitors the schemes in accordance with the SEBI (SBEB & SE) Regulations, 2021. A statement giving complete details, as on March 31, 2026, as required under the Act and Regulation 14 read with Part F of Schedule I of the SEBI (SBEB&SE) Regulations, 2021 is available on the website of the Company at https://poonawallafincorp.com/ investor-governance.These details, along with the certificate from the Secretarial Auditor of the Company, as required under Regulation 13 of the SEBI (SBEB & SE) Regulations 2021, the schemes have been implemented in accordance with the said Regulations, would be placed and available for inspection by the Members during the Annual

General Meeting ("AGM") of the Company. Grant wise details of ESOP vested, exercised, allotted and cancelled are also provided in the notes to the standalone financial statements.

The Company has instituted the Employee Stock Option Plan 2024 ("ESOP 2024 PFL Trust"), administered by the NRC, to acquire, purchase, hold and deal in the Equity Shares by way of secondary acquisition through the PFL Employee Welfare Trust. The ESOP 2024 PFL Trust was approved by the Board of Directors on January 18, 2024, and our Shareholders on February 20, 2024. However, the Board of Directors at their meeting held on June 01, 2024, approved the cancellation of ESOP 2024 PFL Trust and the dissolution of the PFL Employees

Welfare Trust, subject to requisite approvals and compliances under applicable law. Under the said scheme no stock options were granted by the Company to any employee under ESOP 2024 PFL Trust. ESOP 2024 PFL Trust is holding 48,30,000 equity shares of the Company as on March 31, 2026.

The shareholding is disclosed as "non-promotor and non-public shareholding" in the shareholding pattern of the Company.

CHANGES IN SHARE CAPITAL:

During the year under review, your Company allotted

16,55,156 equity shares of face value of H 2/- each pursuant to the exercise of Employee Stock Options by eligible employees of your Company, in accordance with the applicable Employee Stock Option Scheme. The Board of Directors, vide resolution dated September 17, 2025, approved the allotment of 3,31,48,102 fully paid-up equity shares of face value H 2/- each, at an issue price of H 452.51/- per equity share (including a premium of H 450.51 per equity share) aggregating to H 1499.98 Crore (Rupees One Thousand Four Hundred Ninety Nine Crores and Ninety Eight Lakh only), by way of preferential allotment in accordance with the Securities and

Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") on a private placement basis to

Rising Sun Holdings Private Limited, the Promoter of the Company.

At the close of the financial year, pursuant to the aforesaid allotments, the issued, subscribed and paid-up equity share capital of the Company stand increased to H 1,625,635,316.00/- (Rupees One Hundred Sixty-Two Crore Fifty Six Lakh Thirty

Five Thousand Three Hundred and Sixteen Only) consisting of 812,817,658 Nos. of equity shares (Eighty-One Crore Twenty Eight Lakh Seventeen Thousand Six Hundred and Fifty-Eight). After the close of the financial year, the Committee of Directors of the Board on April 13, 2026, approved the allotment of 67,430,883 fully paid-up equity shares of face value H 2/- each, to eligible Qualified Institutional

Buyers, at an issue price of H 370.75 per equity share (including a premium of H 368.75 per equity share) aggregating to H 2,500 Crore (Rupees Two Thousand Five Hundred Crore only), pursuant to the institutional placement (QIP) in accordance with the applicable provisions of the SEBI ICDR Regulations, 2018 and the Act. The QIP Issue opened on April 9, 2026, and closed on April 13, 2026.

Further, the NRC on April 24, 2026, allotted 68,207 equity shares of face value of H 2/- each pursuant to the exercise of Employee Stock Options by eligible employees of your Company, in accordance with the applicable Employee Stock Option Scheme.

Pursuant to aforesaid allotments, the issued, subscribed and paid-up equity share capital of the Company stand increased to H 1,760,633,496.00/- (Rupees One Hundred Seventy-Six Crore Six Lakh

Thirty Three Thousand Four Hundred and Ninety Six

Only) consisting of 88,03,16,748 Nos. of equity shares (Eighty-Eight Crore Three Lakh Sixteen Thousand Seven Hundred and Forty-Eight).

The new equity shares issued shall rank pari-passu with the existing equity shares of the Company.

FUND RAISING:

During the year under review, your Company continued with its diverse methods of sourcing funds including borrowing through NCDs, commercial papers, external commercial borrowings, term loan and working capital facilities and maintained prudential Asset Liability match throughout the year. Your Company sourced funds by way of issuing NCDs to and obtaining loans from banks and other institutions at competitive rates. Your Company continues to expand its borrowing profile by tapping new lenders.

During the year, the Company has raised fresh term loans of H 14,725 Crore and external commercial borrowings of H 1,281.40 Crore from banks and other financial institutions for a door-to-door tenor ranging from 3 (three) to 5 (five) years. The Company also raised funds through commercial paper aggregating to H 13,075 Crore (peak outstanding of CP during the year was H 4,695 Crore) and secured NCDs of H 13,580 Crore and Subordinated NCDs of H 250 Crore during the year. The funds raised through commercial papers and NCDs were utilized for the purpose specified in the respective offer documents. Catalyst Trusteeship Limited is acting as Debenture Trustee of the Company, the details of which are given in the Corporate Governance Report. As on March 31, 2026, your Company does not have any listed green debt securities.

Further disclosure related to Perpetual Debt

Instrument as per the Reserve Bank of India (Non-Banking Financial Companies Prudential Norms on Capital Adequacy) Directions, 2025, is provided in the standalone financial statements. The Company on September 17, 2025, raised a sum of H 1499.98 Crore fully paid-up equity shares through preferential issue to its Promoter. Further, on April 13, 2026, the Company successfully raised I 2,500 Crore, by issuance of fully paid-up equity shares through a Qualified Institutions Placement (QIP). The issue witnessed strong participation from institutional investors and long-term funds, reflecting continued confidence in the Company's strategy and growth outlook.

Pursuant to the provisions of regulation 32(7A) of the SEBI Listing Regulations, the Company has fully utilised the funds raised through preferential issue for the objects stated in the offer document and notice seeking Members approval i.e., Prepay/ repay the borrowings including interest thereon of the Company, AUM growth and for lending towards various financing activities as per applicable law/ regulation for NBFC and general corporate purposes. CARE Ratings Ltd., monitoring agency, has issued reports confirming utilisation of funds as per stated objects. The said report is available on the Company's website ncorp.com/investor- https://poonawallafi at governance. Statement of fund utilisation pursuant to Regulation 32 of the SEBI Listing Regulations has also been filed with the stock exchanges for preferential issue. Pertaining to fund raising through

QIP, utilisation report under regulation 32(7A) of SEBI Listing Regulations, 2026, will be disclosed as per applicable timelines.

CREDIT RATING:

During the year under review, CRISIL Ratings reaffirmed the ratings assigned to bank facilities and debt instruments in March 2026. The ratings of long-term bank facilities, NCDs and Subordinated Debt were reaffirmed as CRISIL AAA/Stable. Further, the ratings of Commercial Papers and short-term bank Facilities were reaffirmed as CRISIL A1+ and Perpetual Debt Instruments were reaffirmed as CRISIL AA+/ Stable.

In March 2026, CARE Ratings reaffirmed the rating assigned to bank facilities and debt instruments. Ratings of long-term Bank Facilities, NCDs and Subordinated Debt were reaffirmed at CARE AAA; Stable, and the ratings of Market Linked Debentures were reaffirmed at CARE PP-MLD AAA; Stable. Ratings of Perpetual Debt were reaffirmed at CARE AA+; Stable. The ratings assigned to short-term bank facilities and commercial paper were reaffirmed at 'CARE A1+'.

In February 2026, Brickwork Ratings reaffirmed the ratings for the NCDs to 'BWR AAA/Stable'. Further, the rating of subordinated debt was also reaffirmed to BWR AAA/Stable.

In May 2025, Acuite Ratings and Research Limited also reaffirmed the long-term rating assigned to NCDs as 'ACUITE AAA/Stable'.

A summary of outstanding ratings as on March 31, 2026, is presented below:

' AAA' rating indicates highest degree of safety regarding timely servicing of financial obligations and lowest credit risk.

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

Status of ratings assigned by rating agencies and migration of ratings during the year are provided in note to the standalone financial statements.

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

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

Particulars of loans and investments outstanding during the financial year are furnished in notes to standalone financial statements of the Company.

Further, the Company has not provided any loans to

Directors, senior officers and relatives of directors as per the Reserve Bank of India (Non-Banking Financial Companies - Credit Risk Management) Directions, 2025.

RISK MANAGEMENT FRAMEWORK: Risk Management:

The Risk Management Committee presently comprises of Mr. Rajeev Sardana who serves as the Chairman of the committee; Mr. Arvind Kapil, Mr. Sunil Samdani, Mr. Vikas Pandey, Mr. Sanjay Kumar, and Ms. Sonal Modi, as its other members.

The Company has adopted a Risk Management

Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI Listing Regulations. Managing risk is fundamental to financial services industry and it is key to ensure sustained profitability and stability. In a rapidly changing economic, geopolitical, regulatory and financial environment, your Company has continued to leverage on their strong risk management capabilities.

The Risk Management Committee functions are in line with the Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025, SEBI Listing Regulations and oversee implementation of the Risk Management Framework of the Company. The Risk Management Committee met 5 (five) times during the year. Meeting details, terms of reference, and its functioning are set out in the Corporate

Governance Report.

The Company understands that risk evaluation and risk mitigation is a function of the Board of the Company, and the Board of Directors are fully committed to developing a sound system for identification and mitigation of applicable risks viz., systemic, and non-systemic. Information on the development and implementation of a Risk

Management Policy for the Company is given in the

Management Discussion and Analysis. The Board is of the opinion that there are no elements of risk that may threaten the existence of the Company.

INTERNAL CAPITAL ADEQUACY ASSESSMENT PROCESS:

Pursuant to Master Direction Reserve Bank of India, a Middle-layer NBFC is required to have an Internal

Capital Adequacy Assessment Process ("ICAAP") in place which also covers stress testing. The objective of ICAAP is to ensure availability of adequate capital to support all material risks in business and also to encourage NBFCs to develop and use better internal risk management techniques for monitoring and managing their risks. Accordingly, the Company has framed and implemented an ICAAP policy. Pursuant to which the Company assesses the adequacy of its capital relative to its risk profile on a forward-looking basis.

INTERNAL FINANCIAL CONTROLS:

The management has laid down a set of standards, processes and structure which enables it to implement internal financial controls across the organization with reference to financial statements and such controls are adequate and are operating effectively. Internal Finance control framework has been established in line with the 'Guidance Note on Audit of Internal Financial Controls over Financial Reporting' issued by the Institute of Chartered Accountants of India

("ICAI").

During FY 2025-26, testing was conducted based on process walkthrough and review of samples as per documented controls in the Risk and Control Matrix. Testing was done for the planned controls confirming the existence and operating effectiveness of controls over financial reporting. The review was performed on design, adequacy and operating effectiveness of the controls.

The internal financial controls are supplemented by extensive internal audits, regular reviews by the management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements, its reporting and other data. The Audit Committee of the Board ("ACB") reviews internal audit reports given along with management responses. The ACB also monitors the implemented suggestions.

The Company has, in all material respects, adequate internal financial control over financial reporting and such controls operate effectively.

The Joint Statutory Auditors of the Company have also certified the existence and operating effectiveness of the internal financial controls relating to financial reporting as of March 31, 2026. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behavior in all its business activities and is in line with the best governance practices. The Company has a robust vigil mechanism through its Breach of Integrity and Whistle Blower/Vigil Mechanism Policy approved and adopted by the Board of Directors of the Company pursuant to Section 177(9) of the Act read with Regulation 4(2)(d)(iv) and 22 of the SEBI Listing Regulations and Regulation 9A(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a vigil mechanism named 'Breach of Integrity and Whistle Blower/Vigil Mechanism Policy' to provide a formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Business Ethics.

The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and provides for direct access to the Chairman of the

ACB in appropriate and exceptional circumstances.

A quarterly report on the whistle-blower complaints was placed before the ACB for its review.

The details of the said Policy are explained in the Corporate Governance Report and is available on the website of the Company at https://poonawallafincorp. com/documents/20121/0/2.+PFL_ Breach+of+Integrity+and+Whistle+Blower+Vigil+ Mechanism+Policy_Version+No.7.0+%281%29.pdf/ a4086e28-bead-0511-93e5-b630b38a9bce

COMPLIANCE MANAGEMENT:

The Company is implementing a comprehensive compliance management tool ("CMT") developed by consultant, to strengthen its compliance framework.

The objective of CMT tool is to provide: - repository of regulations, dissemination of actionable, seek certification and keep audit trail of actionable, monitor the observations via dashboard and reports and escalate delays through alerts. This system enhances transparency, accountability, and effective monitoring of the Company's regulatory compliance obligations.

HUMAN RESOURCES:

Your Company firmly believes that employees are its greatest asset. By orchestrating successful change management initiatives aligned with the Company's

Vision and Mission, the Human Resources ("HR") department has been pivotal in driving organizational success through a series of transformative efforts. By prioritizing innovation and efficiency, HR integrated strategic automation and AI into core functions. Key initiatives included the launch of the MD's Honour to celebrate exemplary contributions, the introduction of flexible work hours, and AI-driven hiring processes that increased offer capacity. Additionally, continuous learning and leadership development programmes, such as the "Prarambh" induction programme and the "SkillUp" digital learning platform, have ensured that employees are well-equipped to meet future challenges. These efforts have collectively elevated the employee experience, built a robust, tech-enabled HR ecosystem, and positioned your Company as a leader in HR innovation and excellence.

Succession Planning:

The Company has in place succession planning framework, the objective of the succession planning inter-alia includes:

• To ensure that the business is not affected on account of vacancies arising in the SMP, whether such vacancies are caused by reasons such as retirement, resignation, death or permanent incapacitation or sudden exit for any other reason.

• To identify and create a pool of high potential personnel,whocanbeconsideredforappointments at SMP positions.

• To groom the pool identified and provide a career path, to assume such higher roles and responsibilities in a seamless manner whenever the need arises.

The NRC and Board review succession planning and transitions at the Board and SMP level. The Board composition and the desired skill sets/areas of expertise at the Board level are reviewed and vacancies, if any, are reviewed in advance through a systematic process.

Succession planning at SMP level, including business and assurance functions, is reviewed to ensure continuity and depth of leadership at 2 (two) below the Managing Director. Successors are identified prior to the SMP positions falling vacant, to ensure a smooth and seamless transition. Succession planning is a continuous process which is periodically reviewed by NRC and the Board.

Compliance with the Maternity Benefit Act, 1961:

The Company is in compliance with the applicable provisions of Maternity Benefit Act, 1961 in respect of its female employees, including those relating to maternity leave and associated benefits.

Prevention of sexual harassment at workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a 'Policy on Prevention and Redressal of Sexual

Harassment' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder ("POSH Act"). The Company has complied with the provisions relating to the constitution of the Internal Committee ("IC") under the POSH Act.

During the year under review, no case of sexual harassment was reported to the IC. The composition of IC is in accordance with the POSH Act. To build awareness and appreciation of this area, your

Company has implemented an online knowledge module leveraging our learning management system.

Your Company continues to strive harder with each passing year to ensure our organization succeed in bringing the best out of our people and enable the organization to create value for its shareholders and employees.

INFORMATION TECHNOLOGY, GOVERNANCE AND CYBER SECURITY: Information Technology ("IT"):

The technological advancement in your Company has resulted in multi-fold growth in the digital-led business. There is significant growth in API based end to-end digital lending through mobile application, digital DSAs and co-lending partners.

Your Company's IT guiding principles are: (1) Digital first through increased digital footprint across loan journeys.

(2) Offer best-in-class customer experience across channels.

(3) Ensure "Scalable, Resilient, Predictable" technology infrastructure with single governance and 24x7 availability.

Your Company's Information Technology primary focus areas include superior customer experience, technology upgrade, new products/services, innovations, productivity/process improvements, digital acquisition, and data science/analytics with an overall focus on observability to ensure resilience. Your Company has launched its digital stack for customer acquisition on instant personal loan, business loan for direct customer acquisition. A tight integration of this with the lead management and dialer platform enables effective customer nudging resulting in higher conversion. The EMIC card journey has also been launched. In addition, the API stack launched and consumed in embedded partner journeys has enabled us to onboard more partners for customer acquisition. Your Company has also launched leasing business on its in-house platform. Business processes in operations, customer service and finance have been re-aligned as per industry-best practices thus enabling end-to-end automation of each process through seamless API based integration of IT systems. Your Company continues to enhance the website which enables efficient lead generation through search engine optimization, customer acquisition, user centric design and content management framework to enable faster feature launches on website.

We are focused on adopting AI across the organization in different functions across customer service, risk and collections with close integration of AI solutions with the core IT solutions in customer acquisition,

CRM, core processing and collections.

We continue to build on our secure API stack with a future proof strategy exposing the APIs for easy consumption by our systems and external partners. Our Data Lake architecture enables detailed journey tracking, one customer view, efficient reporting. The medallion architecture along with the functional data pods enables effective business insights to cross sell, customer 360 and propensity modelling.

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Your Company has invested in various new technologies like Digital Experience Platform, AI based customer engagement and communications, personalization, Digital Collections Platform, etc. Your

Company has also set up an IT command center for

24x7 monitoring of IT Infrastructure, applications and digital services. Your Company has also implemented Enterprise Data Lake platform, which will enable use of multiple AI based algorithm for generating various kinds of reports, MIS, and Dashboards. Use of analytics will enhance customer penetration through digital platform by providing various insights at data level.

A single governance platform established across this application and infrastructure ecosystem ensures a strong tracking and governance for compliance, change and resiliency.

Your Company has achieved ISO/IEC 27001:2022 certification, a globally recognized standard in Information Security Management.

Governance:

In accordance with the Reserve Bank of India (Information Technology Governance, Risk, Controls and Assurance Practices) Directions, 2023, the

Company has constituted the Information Security Committee, IT Steering Committee, and IT Strategy

Committee. These Committees operate in line with the respective charters approved by the Board and play a critical role in strengthening the Company's IT governance framework. The committees meet on a quarterly basis, and details of their meetings and terms of reference are set out in the Corporate

Governance Report.

Cyber Security:

During the year, your Company continued to strengthen its cybersecurity posture through multiple strategic initiatives. To ensure a systematic approach to protecting sensitive data and enhancing resilience against cyber threats, the Company successfully underwent the ISO 27001 certification process and audit, achieving certification from BSI.

The scope of Security Operations was expanded to monitor a wider range of security events and information across all digital assets. Enhanced monitoring of databases was also implemented to provide clear visibility into data access and activities.

Various proactive assessments were conducted to detect and remediate risks, thereby minimizing potential cyber threats. As part of the leadership-focused cybersecurity awareness programme, a cyber-attack simulation exercise was carried out, followed by targeted awareness sessions.

In alignment with the Digital Personal Data Protection

Act, 2023 and the rules thereunder, awareness sessions were organized for employees across all departments. Recognizing the growing risks from third parties, the Company onboarded a third party risk monitoring platform to monitor external cyber threats and risks proactively which are working with the Company. Furthermore, with the increasing adoption of AI, the information security team developed an AI security governance framework and conducted an AI security maturity assessment to ensure responsible and secure use of AI technologies.

AI-SOLUTIONS TRANSFORMING OUR FUNCTIONS AND CAPABILITIES EVOLVED FOR SCALE

AI now serves as a core operating layer across the lending lifecycle. Our AI-first operating model now informs pre-screening, underwriting, disbursals, collections, and customer servicing, improving turnaround time, credit quality, and cost efficiency. Our AI/ML models power account aggregator based scoring and business rules engine-led underwriting, persona-based models and bounce prediction in collections, anomaly detection and policy review automation in compliance, among others. The

ML-based model of repayment propensity and engagement channels have improved early-stage delinquency resolution and enhanced collection efficiency with human oversight. Fraud risk is addressed through layered AI-driven application screening, real-time triggers biometrics, AI-based face matching, and linkages to industry fraud registries and watchlists. AI is embedded in frontline and support functions alike HR use AI-driven hiring, resume parsing, attrition prediction, conversational support, and a candidate sourcing engine, improving time-to-offer and onboarding effectiveness. Finance, operations, secretarial, and strategy functions utilize

AI copilots, invoice auto-verification, and competition mapping, while commercial teams deploy generative-

AI voice bots and cross-sell automation. As of March 31, 2026, we advanced 76 AI initiatives, including 42 fully deployed and 34 underway viz., spanning credit, underwriting, collections, analytics, risk, compliance, audit and compliance, operations, customerservice,adminandinfrastructure,secretarial,

HR, among others. We have also established a "MarTech" marketing technology stack centered on

AI-driven automation to improve customer acquisition and engagement, particularly in the digital lending space. "MarTech" focuses on real-time, minimum human intervention marketing, including the ability to generate targeted marketing campaigns which do not require any human intervention. Further, we have launched our AI-powered credit underwriting assistant which is designed to reduce manual processes and enhance consistency and accuracy by reviewing and interpreting customer information and documentation to generate a summary for the underwriters. The credit AI underwriting platform utilizes large language models and machine learning to enhance underwriting productivity, in line with our "risk-first" model. In addition, we have developed a fully-automated suspicious transaction reporting layer, an AI and machine learning powered solution designed to improve anti-money laundering compliance by reducing false positives and identifying genuinely risky behaviors. We have also developed our "RegIntel" compliance assistant, an autonomous AI tool that analyzes RBI advisories, maps them to internal policies, and provides instant, context-aware summaries to ensure regulatory compliance.

Moreover, we have also developed AI-powered HR and travel tools, such as "PAI@HR", a WhatsApp-powered chatbot for instant employee support on policies and payroll, and "Travel Bot", an AI-integrated bot in Microsoft Teams that streamlines travel bookings, ensures policy compliance and centralizes records.

Further, one of our AI initiatives which is underway is

" Build Buddy", an AI-powered development assistant that will be integrated into our existing technology stack to accelerate application development and improve software quality. These AI-led interventions are translating into measurable improvements in productivity, cost efficiency, decision accuracy, and customer experience, while enabling scalable growth.

We have received several awards and recognitions in relation to our AI infrastructure and initiatives.

CORPORATE IMAGE BUILDING & ENGAGING TARGET AUDIENCE: Public Relations and External Communication:

In FY 2025-26, the Company scaled up its communications from a strong foundation, foregrounding visibility and strengthening its positioning as a responsible, risk-first lender under a stable, execution-focused leadership team. During the year, the Company focused on broadening its media footprint, sharpening its corporate identity, and proactively shaping a consistent and compelling narrative around the business being built on the ground.

Public relations efforts in FY 2025-26 were anchored around three themes, mainly, the Company's multichannel growth story, its technology and AI adoption across functions, and its expanding product suite for underserved segments in the credit ecosystem. A significant milestone of FY 2025-26 was the successful expansion from 7 (seven) to 13 (thirteen) businesses under the new leadership. The company's strategic PR efforts highlighted this rapid transformation. High-impact media engagements anchored the corporate narrative. 4 (four) product launches being Shopkeeper Loan, Gold Loan, Consumer Durable Loan, and Business 24x7

Loan were communicated through a national press release strategy with financial, capital markets, and trade media, supported by a hyperlocal approach across 16 (sixteen) key regional cities along with digital amplification on owned channels. The Company's AI-first transformation across governance, compliance, customer engagement, and HR processes was communicated systematically through national and trade press releases, strengthening the Company's positioning as a digital-first lender embedding technology across every function.

Sustained communication around its technology transformation and expanding product suite resulted in increased media recall and strengthened brand positioning. Overall media visibility grew nearly 15x, significantly enhancing brand visibility and investor engagement. The H 1,499.98 Crore promoter infusion and the subsequent H 2,500 Crore QIP were communicated as markers of sustained institutional and promoter confidence in the Company's capital strength and growth trajectory.

Awards and Recognitions:

Company received several awards during the year under review, including:

• " Prestigious Brands of Asia" at 9th Edition of Prestigious Brands of Asia 2026;

• " Most Innovative Digital Journey" at the India NBFC Summit & Awards 2025;

• " Technology Senate Awards 2025 in Artificial Intelligence" at The Indian Express Groups and Express Computer 2025;

• " Innovative in Customer Experience" at CII DX Awards 2025;

• " Most Innovative Organizations 2025" by ET Edge;

• " The Technology Senate Awards 2025" for the "Artificial Intelligence" category, by The Indian Express Group and Express Computer;

• " Express BFSI Technology Award 2025" for customer experience, in relation to our PL Prime

Digital 24x7 platform, by Express Computer;

• Recognition in the "Innovative in Customer

Experience" category at the DX Awards 2025;

• " Winner in the 'Future of Work' category" at the 3 rd FICCI National HR Innovation Awards 2025;

• " Most Innovative Digital Journey Education Loans" at the India NBFC Summit and Awards 2025; and

• " Most Innovative Practice Awards" at the 2 nd edition of the CII National Artificial Intelligence (AI) Awards 2025 for the categories "AI in underwriting solution" and "AI in hiring solution".

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a comprehensive Corporate Social

Responsibility ("CSR") Policy outlining programmes, projects and activities that your Company undertakes to create a significant positive impact on disadvantaged section of the society. All these programmes fall within the purview of Section 135 read with Schedule VII of the Act and the Companies

(Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"). Your Company has undertaken socially impactful CSR projects during the year under review.

Your Company has partnered with implementing agencies to implement projects in the CSR focus area viz., healthcare, education and skill development and livelihood and women empowerment.

During FY 2025-26, your Company was required to spend H 6.56 Crore under CSR as enumerated in Section 135(5) of the Act. Your Company has spent an amount of H 6.56 Crore on CSR activities. The Annual

Report on CSR activities covering details pertaining to CSR Policy developed and implemented by the

Company, CSR project undertaken during the year,

CSR Committee and meeting details is annexed herewith and marked as Annexure-1 . Further, in terms of the CSR Rules, the Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the CSR Committee and the Board of Directors of your Company.

CSR Policy weblink: https://poonawallafincorp com/documents/20121/0/PFL_CSR+Policy_ Version+No.+6.0.pdf/26949d61-3047-4792-4600-33e5a62ec4ac

CUSTOMER RELATIONSHIP MANAGEMENT:

Aligned with our Vision to become the most trusted financial services brand and our philosophy of customer first approach, customer service remains central to our operations and receives significant attention from management. The Company upholds values of ethics, integrity, good governance, professionalism, transparency, and customer satisfaction. Special focus has been on the quality and consistency of service delivery.

Your Company is committed to gauging customer feedback as a true reflection of its service levels.

Valuable customer insights at each stage of relationship with the Company have been the guiding factor to continuously improving and digitizing its processes and service delivery. Our Net Promoter Score (NPS) - a key indicator of customer perception and brand loyalty is used to gauge customer feedback on our product, processes and service level. Introducing digital NPS through link based survey trigger allowed us to increase the coverage to gather timely feedback and make necessary improvements.

Your Company actively addresses customer insights and identified opportunities for process improvement as part of our ongoing commitment to continuous enhancement.

Our customers have multiple options like dedicated toll-free number, dedicated email ids, branches, social media accounts to reach us for their queries, requests or grievances.

Your Company has enabled robust self-service platforms like mobile application, WhatsApp bot, web-bot, customer portal and smart IVR for instant servicing, which is available 24x7, enhancing customer convenience.

Key initiatives were undertaken to enhance Customer Service and Experience:

1. Launch of Conversational AI Platform for Unified Customer Support

To further strengthen service responsiveness and scalability, the Company launched a conversational AI platform designed to simultaneously handle a majority of routine customer queries.

• The platform provides a unified and consistent experience across both chat and voice channels, enabling customers to access information and support seamlessly through their preferred mode of interaction.

• With intelligent intent recognition and automated resolution capabilities, the solution significantly improves turnaround time for customer queries while allowing service agents to focus on more complex cases.

2. Enablement of End-to-End Payment-Related Servicing on Digital Channels

To enhance customer convenience and reduce dependency on assisted channels, the Company enabled comprehensive payment-related servicing on digital platforms such as the mobile application and WhatsApp for selected products.

• Customers can now digitally complete key transactions including loan foreclosure, part payment and payment of overdue EMIs, at anytime and from anywhere.

• This resulted in faster transaction completion, improved transparency of charges and outstanding amounts, and greater control for customers over their loan accounts without the need for branch or call center intervention.

3. Launch of Customer Portal to Strengthen Self-Service Capabilities

As part of its digital self-service strategy, the Company introduced a customer portal as an additional servicing platform alongside the existing mobile app and WhatsApp channel.

• The portal provides access to customers to important loan-related documents such as Statement of Accounts, welcome letter and other communication, ensuring easy availability of information on demand.

• Customers can also initiate and complete payment-related services, thereby improving service accessibility, consistency and continuity across multiple digital touchpoints.

Handling Grievances effectively:

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

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

• All critical cases including regulatory escalations are reviewed by Principal Nodal Officer and Chief Compliance Officer.

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

• All partially/wholly rejected complaints (subject to exclusions as per regulatory circular) are reviewed by the Internal Ombudsman of the Company and the final decision is communicated to the customer within the regulatory timelines.

• Necessary governance mechanism is in place for any case of violation of Code of Conduct while dealing with customer.

Customer service and grievance redressal:

The customer service and grievance redressal framework is built on a Board-approved policy architecture that aligns with applicable laws and regulations, including the RBI Guidelines on customer service for regulated entities, fair practices, outsourcing of financial services and information security. The framework is designed to provide clear service standards, transparent communication, time-bound resolution of customer issues, and continuous improvement through measurement, governance and root-cause remediation.

The customer service model is omni-channel, supported by relationship teams, branches and a centralized service organization. Customers can access us via branches, a toll-free call center, email, web and mobile portals, chat interfaces and assisted channels. We define turnaround times for key service requests, including onboarding queries, loan servicing, statement and certificate issuance, foreclosure and part-prepayment, refunds and charge reversals, and dispute handling. These service standards are communicated on our website and in customer communications and are periodically reviewed based on customer feedback, operational analytics and regulatory expectations. We provide customers with clear pre and post-disbursement disclosures, including the key fact statement, amortization schedules, applicable fees and charges, and contact points for support and escalation. Our fair practices and responsible lending approach emphasize suitability, transparency of pricing and charges, and non-discriminatory treatment.

Grievance redressal is governed by a documented,

Board approved policy and an escalation framework designed to ensure timely, fair and effective resolution of customer complaints. The Company follows a four level escalation matrix, which is communicated to customers through branches, digital channels and the Company's website.

At Level 1, customers may raise concerns by reaching out to the customer service executive through the branch network, contact centre, email or other digital channels. All complaints are logged in a centralized ticketing system and assigned unique reference numbers, have defined categories and time bound resolution targets in line with the Company's policy. At Level 2, complaints that remain unresolved or where customers are not satisfied with the resolution at Level 1 may be escalated to the Grievance Redressal Officer for supervisory review and resolution within the prescribed timelines.

At Level 3, customer if not satisfied at Level 2, may further escalate the complaint to the Principal Nodal

Officer, who oversees grievance handling across the organization and ensures compliance with regulatory requirements and internal service standards. At Level 4, if the customer is not satisfied with the resolution provided or if no response is received within 30 (thirty) days of lodging the complaint, customers may escalate the matter to the RBI under the Integrated Ombudsman Scheme. Details of the escalation process, along with contact information of the Grievance Redressal Officer and Principal Nodal Officer, are prominently displayed at branches and on the Company's website.

The Company employs a governance structure that includes a Board-level Customer Service Committee and a management level forum to oversee service quality, complaints, product suitability and customer conduct risk. These bodies review periodic dashboards on complaint volumes, categories, turnaround times, ageing and first-contact resolution, as well as thematic analyses, root-cause trends and action plans. Significant issues, systemic risks and regulatory interactions are reported to the Board with remediation tracking. We also conduct internal audits and process reviews of customer-facing functions, outsourced arrangements and activities, with particular emphasis on sales practices, disclosures, collections conduct and information security.

Technology underpins our service delivery through a unified customer relationship management platform integrated with our loan management systems. This platform enables end to end ticket lifecycle management, knowledge bases for standardized responses, AI assisted triage and prioritization, sentiment analysis and automated notifications.

During the year, the Company also launched a conversational AI platform capable of autonomously addressing a significant portion of customer queries, providing a seamless and consistent experience across chat and voice channels. We maintain robust information security and data privacy controls, including role based access, encryption, data retention and consent management, in line with applicable

Indian laws and RBI expectations. Our staffing model includes continuous training and certification on product knowledge, fair practices, grievance handling and vulnerable customer considerations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. Board Composition

The composition of the Board of Directors of the Company is governed by the Act and

Regulation 17 of the SEBI Listing Regulations and is in conformity with the same. As on the date of this Report, the Board of Directors comprised a combination of 10 (ten) Directors viz. Mr. Adar Cyrus Poonawalla, Chairman, Non-Executive Director, Mr. Arvind Kapil, Managing Director and Chief Executive Officer, Mr. Sunil Samdani, Executive Director, Mr. Vikas Pandey, Executive Director, Ms. Sonal Modi, Non-Executive Director, and, Mr. Prabhakar Dalal, Mr. Sanjay Kumar, Ms. Kemisha Soni, Mr. Kewal Handa, and Mr. Rajeev Sardana as Non-Executive Independent Directors. The Board mix provides a combination of professionalism, knowledge and experience required in the NBFC sector. The details of skills possessed by each director have been provided in detail in the Corporate

Governance report. The terms and conditions of appointment of Independent Directors are available on the website of the Company at https:// poonawallafincorp.com/investor-governance .

b. Change in composition of the Board during the year:

Appointment/Re-appointment:

The Board of Directors, at its meeting held on January 16, 2026, approved the appointment of Mr. Vikas Pandey (DIN: 11463386) as the Whole

Time Director of the Company (also designated as

KMP) for a period of 5 (five) years with effect from January 16, 2026 till January 15, 2031. Thereafter, the Members of the Company approved his appointment by postal ballot through remote e-voting on February 19, 2026.

Cessation:

During the year under review Mr. Bontha Prasada Rao (DIN: 01705080), Independent Director, ceased to be the Director of your Company with effect from December 09, 2025, upon completion of his two consecutive terms. The Board and entire management team acknowledge the invaluable contributions made by Mr. Bontha Prasada Rao, during his tenure as an Independent Director, and place on record their deep appreciation for his guidance, support, and contribution to the Board.

c. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with the Articles of Association of the Company, Mr. Adar Cyrus Poonawalla, (DIN: 00044815) Chairman, Non-Executive Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors of your Company recommends the re-appointment of the Director liable to retire by rotation at the ensuing AGM. Appropriate resolution seeking your approval for the aforesaid re-appointment along with brief profile of the said Director is forming part of the Notice convening the Forty Sixth AGM of your Company.

d. Declaration from Directors:

The Company has, inter alia, received the following declarations from all the Independent

Directors confirming that: a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and the rules issued thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as

Independent Directors of the Company; b. they have complied with the Code for

Independent Directors prescribed under

Schedule IV to the Act; and c. they have registered themselves with the Independent Director's data bank maintained by the Indian Institute of

Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. All members of the Board of Directors and SMP have affirmed compliance with the Code of Conduct for the FY 2025-26.

None of the Directors of the Company are disqualified from being appointed as Director as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority. In the opinion of the Board, the Independent

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

During the year under review, separate meetings of the Independent Directors were held on

October 15, 2025, and March 27, 2026. During the year under review, the Non-Executive

Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.

The Company has obtained certificates from Practicing Company Secretaries confirming that:

• None of the Directors on the Board of the Company has been debarred or disqualified from being appointed and/or continuing as Director by the SEBI/MCA or any other such statutory authority.

e. Fit and Proper Policy:

The Company adheres to the process and methodology prescribed by the RBI in respect of the 'fit & proper' criteria as applicable to NBFCs, signing of Deed of Covenants which re-affirms that the directors are required to discharge their responsibilities to the best of their abilities, individually and collectively in order to be eligible for being appointed/re-appointed as a director of the Company.

All the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed in Chapter IV of Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions 2025 and that they are not disqualified from being appointed/continuing as directors in terms of Section 164(2) of the Act. The prescribed declarations/undertakings given by the Directors were placed before the NRC for its review and noting.

f. Familiarization Programme for Independent Directors:

In compliance with the requirement of

Regulation 25 of SEBI Listing Regulations, the

Company has put in place a familiarization programme for the Independent Directors to familiarize them about the Company and their roles, rights and responsibilities in the Company.

The details of the familiarization programme along with the number of hours spent by each of the Independent Directors during the FY2025-26 are explained in the Corporate Governance Report. The same is also available on the website of the Company at https://poonawallafincorp com/documents/20121/0/Familiarization-program-FY25-26+%281%29.pdf/da464113-946c-af95-e0f4-1e14637b425c

g. Performance Evaluation:

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

The Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their input on various aspects of Board/committee Governance through structured questionnaire. Also, the NRC has carried out evaluation of every Director's performance and reviewed the self-evaluation submitted by the respective directors. The performance evaluation of the Independent

Directors was carried out by the entire Board, excluding the director being evaluated.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of directors' obligations and responsibilities, including but not limited to, active participation at the Board and Committee meetings. Also, the NRC has carried out an evaluation of every Director's performance and reviewed the self-evaluation submitted by the respective Directors. These meetings were intended to obtain Directors' input on the effectiveness of Board/Committee processes.

The evaluations were carried out in a confidential manner, and the Directors provided their feedback by rating based on various metrics. The Board considered and discussed the input received from the Directors. Further, the Independent Directors at their meeting reviewed the performance and role of Non-

Independent Directors and the Board as a whole and Chairperson of the Company and had also assessed the quality, quantity, and timeliness of flow of information between the Company management and the Board that was necessary for the Board to perform their duties effectively and reasonably.

h. Outcome of evaluation process:

Based on inputs received from the Board members, it emerged that the overall performance evaluation of the Board, composition, and quality, understanding of the business including risks, process and procedures, oversight of financial reporting process including internal controls and audit functions, ethics and compliances and monitoring activities, has been found to be reasonably good. Similarly, the effectiveness of the Board committees have been rated high. The committees of the Board function effectively. Sufficient time is allotted for discussion of the agendas. Contrary views were also encouraged and the same were viewed in the right perspective. The performance of the

Chairman of the Company has been found to be excellent. Overall, the Board is functioning very well in a cohesive and interactive manner.

Last year the recommendations of Independent

Directors and Board on performance evaluation were largely implemented.

i. Remuneration Policy:

The Remuneration Policy for Directors, KMP,

SMP and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The

Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, KMPs, SMPs and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The salient features of the

Remuneration Policy are stated in the Corporate

Governance Report. The Remuneration Policy of the Company is available on the Company's website at https://poonawallafincorp.com/ documents/20121/0/PFL-Remuneration-Policy-Version-No-8.0.pdf/0b67101a-0143-22da-31ae-597eb8e47056. The remuneration details of Directors and KMPs are provided in the Corporate Governance Report.

j. Compensation Policy:

In accordance with the applicable guidelines issued by the RBI, the Company has adopted a Compensation Policy applicable to all employees. The Policy is designed to ensure that compensation practices are aligned with the

Company's core value, strategic business goals risk framework, and regulatory expectations.

k. Code of Conduct for Directors and Employees:

The Company has adopted a Code of Conduct for its Directors and employees including a Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the

Act. The said Codes can be accessed on the Company's website at https://poonawallafincorp. com/documents/20121/0/1.+PFL_ Code+for+Independent+Directors_ Version+No.7+%281%29.pdf/4a547586-aacd-c48e-d87d-2ec572df77fb In terms of the SEBI Listing Regulations, all Directors and SMP have affirmed compliance with their respective Codes. The Managing Director and Chief Executive Officer have also confirmed and certified the same, for which certification is provided at the end of the Report on Corporate Governance.

l. Key Managerial Personnel:

In terms of Section 203 of the Act, the following are the KMP of the Company as on the date of this report:

1. Mr. Arvind Kapil, Managing Director & Chief Executive Officer;

2. Mr. Sunil Samdani, Executive Director;

3. Mr. Vikas Pandey, Executive Director

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

5. Ms. Shabnum Zaman, Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief, your directors make the following statements in terms of Section 134 (5) of the Act: a. that in the preparation of the annual accounts for the year ended March 31, 2026, the applicable

Ind AS have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in

Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March

31, 2026 and of the profit for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual accounts have been prepared on a going concern basis; e. that proper internal financial controls are in place and that the financial controls are adequate and are operating effectively; and f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS: Number of Meetings of the Board:

During the year under review, 4 (Four) Board meetings were held, the details of which are given in the Corporate Governance Report. The maximum interval between any 2 (two) consecutive meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

Committees of the Board of Directors:

The committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The Board committees have been constituted to deal with specific areas/activities as mandated by applicable rules and regulations or as delegated by the Board, which need a closer review.

Audit Committee

The ACB presently comprises of Mr. Kewal Handa who serves as the Chairman of the committee and

Ms. Sonal Modi, Mr. Prabhakar Dalal, Mr. Sanjay Kumar, and Ms. Kemisha Soni as other members. 4 (Four) meetings were held during the year under review, details of which and terms of reference for the ACB have been furnished in the Corporate Governance

Report. All the recommendations made by the ACB during the year were accepted by the Board.

Nomination and Remuneration Committee

The NRC presently comprises of Mr. Prabhakar Dalal who serves as the Chairman of the committee,

Mr. Kewal Handa, Mr. Rajeev Sardana, and Ms. Sonal Modi as other members. The terms of reference of the NRC and details of NRC meetings and attendance thereof have been furnished in the Corporate

Governance Report.

Stakeholders Relationship Committee

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

Corporate Social Responsibility Committee

The CSR Committee presently comprises of

Ms. Kemisha Soni who serves as the Chairperson of the Committee and Mr. Sunil Samdani, Mr. Vikas Pandey, Ms. Sonal Modi and Mr. Prabhakar Dalal, as other members.

The other Committees of the Board are the Asset Liability Management Committee, Risk Management

Committee, IT Strategy Committee, Review Committee, Customer Service Committee and the

Management Committee. The details of composition, terms of reference and number of meetings held for the respective committees have been furnished in the Corporate Governance Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions and the same can be accessed on the

Company's website at https://poonawallafincorp. com/documents/20121/0/3.+Policy+ for+Related+Party+Transactions_Clean+ Version+No.+8.pdf/1c289655-513f-f60d-cb8f-5b6fb35196c6.

All transactions with related parties are placed before the ACB for approval. All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements.

During the year under review, there were no materially significant related party transactions. Disclosures of related party transactions of the Company with the promoter/promoter group, which holds 10% or more shareholding in the Company, if any, are given in note to the standalone financial statements.

None of the related party transactions entered into by the Company during FY 2025 26 attracted the provisions of Section 188(1) of the Act. Accordingly, disclosure in e-Form No. AOC-2 pursuant to Section 134(3)(h) of the Act is not applicable to the Company. e-Form No. AOC-2 is attached to this Report as Annexure-2 .

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

During the year under review, there were no significant material orders passed by the Regulators/Courts/

Tribunals against the Company which would impact the going concern status or its future operations.

STATUTORY AUDITORS:

Based on the recommendation of the ACB and the Board, the Members of the Company, at the 44 th AGM held on July 23, 2024, approved the appointment of M S K A & Associates LLP (formerly known as M S K A & Associates)(Firm Registration No. 105047W/ W101187), as Joint Statutory Auditors of the Company, to hold office from the conclusion of the 44 th AGM until the conclusion of the 47th AGM of the Company. In terms of the RBI Circular No. RBI/2021-22/25 Ref. No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, on Guidelines for Appointment of Statutory Central Auditors ("SCAs")/Statutory Auditors ("SAs") of Commercial Banks (excluding Regional Rural Banks), Urban Co-operative Banks ("UCBs") and Non-Banking Financial Companies ("NBFCs") (including Housing Finance Companies) ("RBI Guidelines"), the statutory audit of the entities having asset size of H 15,000 crore and above as at

the end of previous year, should be conducted under the joint audit of a minimum of two audit firms, and in accordance with the requirements of Section 139 of the Act, read with Rules made thereunder, MSKA & Associates LLP, Chartered Accountants and Kirtane &

Pandit LLP, Chartered Accountants, act as the Joint

Statutory Auditors of the Company.

The terms of appointment of Kirtane & Pandit

LLP, Chartered Accountants, (Firm Registration

No.105215W/W100057) as one of the Company's

Joint Statutory Auditors expire at the conclusion of the 46th (Forty Sixth) AGM of the Company.

In view of the same, based on the recommendation of the ACB, the Board at its meeting held on May 05, 2026, recommended the appointment of B. K. Khare

& Co., Chartered Accountants (Firm Registration No. 105102W), as Joint Statutory Auditors of the Company, to hold office from the conclusion of the 46th (Forty Sixth) AGM until the conclusion of the 49 th (Forty Ninth) AGM of the Company, subject to the approval of the Members at the ensuing AGM. B. K. Khare & Co., Chartered Accountants, is professional services firm in the field of Assurance, Direct Tax, Transfer Pricing, Indirect Tax and Risk Advisory. The firm has twenty Partners and 150+ associates. The firm operates from Mumbai, Pune, Bangalore, Delhi and Chennai, and have associates in all major cities in

India. The firm has rich experience for over 6 decades in sectors like NBFC, Banking, Insurance, Mutual Funds, Automobile & Auto component, Real Estate, Engineering, IT & Software and Oil & Gas. Established in 1955 by Late Mr. B. K. Khare, a statesman in the Indian accounting and tax profession, B.K. Khare & Co. has grown to become a prestigious firm. As required under Regulation 33(1)(d) of the SEBI

Listing Regulations, the Joint Statutory Auditors have confirmed that they have subjected themselves to the peer review process of the ICAI and that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Standalone and the Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind

AS) notified under Section 133 of the Act. The notes on financial statements referred to in the Auditors'

Report are self-explanatory and do not call for any further comments.

There are no qualifications, reservations or adverse remarks or disclaimers made by M S K A & Associates LLP, Chartered Accountants, and Kirtane & Pandit

LLP, Chartered Accountants, Joint Statutory Auditors, in their reports dated May 05, 2026, on the Financial Statements of the Company for FY 2025-26.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the shareholders of the Company at the 45th AGM approved the appointment of SIUT & Co LLP, Company Secretaries (Firm Registration No. L2021MH011500) to conduct the Secretarial Audit for a period of 5 (five) years from FY 2025-26 till and including FY 2029-30. The Secretarial Audit Report for the FY 2025-26 confirms that the Company has complied with the provisions of the Act, the rules thereunder, SEBI Listing

Regulations and Guidelines and that the report does not contain any qualification, reservation, adverse remark, or disclaimer. The Secretarial Audit Report in the format given in Form No. MR-3, for the financial year ended March 31, 2026, is annexed herewith and marked as an Annexure-3 .

COST AUDITORS:

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

SECRETARIAL STANDARDS:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively, have been duly complied by your Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Environment, Social and Governance Practices ("ESG") is a critical area of focus. Your Company has constituted ESG Committee and adopted the Environmental and Social Governance Policy

& Governance Framework. As a responsible organization your Company takes various measures to mitigate our negative impact on the environment, ensure our conduct is responsible towards our internal and external stakeholders and invest in good governance practices. Our various efforts towards responding to the stakeholder needs and concerns are addressed in the Business Responsibility and Sustainability Report ("BRSR"), covering the nine principles of National Guidelines on Responsible Business Conduct issued by MCA. The BRSR provides an avenue for disclosing an overview of the entity's material ESG risks and opportunities, goals and targets related to sustainability and performance against them. As per Regulation 34 of the SEBI Listing Regulations, BRSR for FY 2025-26 forms part of this Report.

RBI GUIDELINES:

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15% on a standalone basis, the CRAR as of March 31, 2026, was 16.83%.

In line with the RBI guidelines for ALM system for NBFCs, the Company has an ALCO, which meets quarterly to review its ALM risks and opportunities.

The primary goal of ALM is to effectively manage risks such as liquidity risk and interest rate risk within the broader risk management framework, which incorporates both internal limits and regulatory tolerance thresholds. The ALM policy aims to establish a comprehensive framework and define early warning signals for both short-term and long-term actions to be taken.

The RBI has implemented the Reserve Bank of India (Non-Banking Financial Companies Asset Liability Management) Directions, 2025 wherein Chapter III - Liquidity Coverage Ratio ("LCR") therein is applicable to NBFCs except ("LRM Framework"). Under this LRM Framework, all non-deposit taking NBFCs with an asset size below I 5,000 Crore. The LCR is a measure of an entity's stock of high quality liquid assets divided by its total net cash outflows over the next 30 (thirty) calendar days. As at March 31, 2026, the LCR of the Company was 181% well above the regulatory limits, reflecting strong liquidity position and balance sheet resilience.

The Company continues to be in compliance with the Reserve Bank of India (Non-Banking Financial Companies Prudential Norms on Capital Adequacy) Directions, 2025.

CORPORATE GOVERNANCE:

Our Board presently consists of 10 (ten) Directors. In compliance with the requirements of the SEBI Listing Regulations, our Board consists of five Independent Directors. Our Company is in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations, the Act and the SEBI ICDR Regulations, in respect of corporate governance, including constitution of our Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of our Board's supervisory role from the executive management team and constitution of our Board Committees, as required under law. Our Board has been constituted in compliance with the Companies Act, 2013, and the SEBI Listing Regulations. Our Board functions either as a full Board or through various Committees constituted to oversee specific functions. Our Company's executive management provides our Board with presentations on its performance periodically.

The Company is committed to achieving and adhering to the highest standard of Corporate Governance. It believes in and practices good corporate governance.

The Company maintains transparency and also enhances corporate accountability. In terms of Regulation 34 read with Schedule V of SEBI Listing

Regulations the following forms part of this Report and as required under the Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025, forms part of this Annual Report.

Further, the additional disclosure requirements for

NBFCs in accordance with the aforesaid RBI Directions forms part of the Corporate Governance Report.: a. Declaration signed by the Managing Director & Chief Executive Officer regarding compliance to Code of Conduct by the Board Members and SMP; b. A certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/MCA or any such statutory authority; c. Report on the Corporate Governance; and d. Practicing Company Secretaries certificate regarding compliance of conditions of

Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Conservation of Energy:

The operations of the Company are not energy intensive. The Company implements various energy conservation measures across all its functions, which are highlighted in the BRSR which is annexed to this Report.

Steps taken/impact on conservation of energy:

The Company has undertaken multiple initiatives to drive energy efficiency across its operations. Inverter air conditioners have been installed across 257 new operational branches (~950 units with a total tonnage of 1281 TR). This transition from conventional ACs has resulted in an estimated savings of ~5.05 lakh units of electricity, translating to cost savings and a reduction of ~354 tonnes of CO emissions in a year.

Additionally, the Company has initiated installation of LED lights in new and upcoming branches. Installation of LED lights across new branches (4,158 units of 15W, 20W and 36W) has led to cost savings and a reduction of ~267.92 tonnes of CO emissions in a year.

Steps taken for utilising alternate sources of energy:

The adoption of green sourced energy at the corporate office reflects the Company's commitment towards alternative and sustainable energy sources.

Capital investment in energy conservation equipment:

The Company has invested approximately net cost of H 12.57 Lakh in energy-efficient inverter air conditioning units and H 10.55 Lakh in LED lighting systems.

Technology Absorption:

The details pertaining to technology absorption at the Company (usage of digital and data analytics to build sustainable competitive advantage) have been explained in the "Information Technology" section and the "Management Analysis and discussion" of this Report. Considering the nature of services and businesses, no specific amount of expenditure is earmarked for Research and Development.

However, the Company on an ongoing basis strives for various improvements in the products, platforms, and processes.

Foreign Exchange Earnings and Outgo:

During FY 2025-26, there were no foreign exchange earnings (previous year: NIL) and the foreign exchange outgo in terms of actual outflow amounted to H 7.71

Crore (previous year: H 3.71 Crore).

OTHER DISCLOSURES: a. During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 and any one-time settlement with any bank or financial institution during the year under review and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable. b. The Company has not defaulted in repayment of loans from banks and financial institutions; c. There were no delays or defaults in payment of interest/principal of any of its debt securities; d. There was no raising of funds through rights issue. e. The Company has not entered into any agreements as required to be disclosed under

Clause 5A of Paragraph A of Part A of Schedule III of SEBI Listing Regulations. f. Disclosures pursuant to Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025, unless provided in the Board's Report, form part of the notes to the standalone financial statements;

ANNUAL RETURN:

Pursuant to Section 92 and Section 134(3) of the

Act read with the Companies (Management and

Administration) Rules, 2014 as amended from time to time, the Annual Return is available at the website of the Company at https://poonawallafincorp.com/ investor-financials.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, is disclosed in this report as Annexure 4 . In terms of the second proviso to Section 136(1) of the Act, the Report is being sent to all Members, excluding the statement with respect to employees employed throughout the year and employees employed for part of the year who were in receipt of remuneration in excess of limits prescribed under

Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. It is to be noted that the Board's Report is abridged to that extent and all other information as required under applicable law form part of this Report. The statement is available for inspection by any Member on request. Any Member interested in obtaining a copy of the said statement, may write an email to the Company Secretary at secretarial@poonawallafincorp.com

TRANSFER WOF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124(5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time ("IEPF Rules") relevant amount, which remained unpaid or unclaimed for a period of 7 (seven) years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund ("IEPF").

During the year under review, your Company has transferred H 3,09,720/- (Rupees Three Lakh Nine

Thousand Seven Hundred and Twenty Only) to

IEPF Authority.

Pursuant to Section 124 (6) of the Act and read with Rule 6 of IEPF Rules, all the underlying shares in respect of which dividends are not claimed/paid for the last seven consecutive years, or more are liable to get transferred to the IEPF Authority. Accordingly, during the year under review 20,622 equity shares of face value of H 2/- each were transferred to IEPF Authority.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company and also the details of equity shares transferred to IEPF Authority on the Company's website https://poonawallafincorp. com/investor-info and also on the MCA's website (www.mca.gov.in).

FRAUD MONITORING AND REPORTING:

A dedicated Fraud Control Unit and fraud risk framework deploys real-time analytics, anomaly detection, and coordinated investigations, with oversight by Committee of the Executives (COE) constituted in accordance with the Master Directions on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) (including Housing Finance Companies) issued by RBI and the ACB. The COE meets on a quarterly basis, and details of their meetings and terms of reference are set out in the

Corporate Governance Report.

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

APPRECIATION:

Your directors would like to record their appreciation of the hard work and commitment of the Company's employees and warmly acknowledge the unstinting support extended by their banks, financial institutions, rating agencies, shareholders and other stakeholders in contributing to the results. Your directors also express their gratitude for the guidance received from RBI, SEBI and other regulatory agencies.