PB Fintech Limited — Board/Management Information 2021

Nov 30, 2021

November 30, 2021

To

Department of Corporate Services/ Listing Department of Corporate Services/ Listing National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5" Floor, Phiroze Jeejeebhoy Towers, Plot No. C/1, G Block, : Dalal Street, Fort, Bandra-Kurla Complex, Mumbai — 400001 Bandra (East), Mumbai — 400051 Scrip Code: 543390 Symbol: POLICYBZR

Sub: Outcome of Board Meeting held today i.e. November 30, 2021 pursuant to Regulation 30 of the Securities_and_ Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015

Dear Sir / Madam,

This is to inform you that pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in its Meeting held today i.e. Tuesday, November 30, 2021, at 04:00 P.M. (IST) and concluded at 05:00 P.M. (IST) inter alia considered and approved the following:

• (i) Further investment of = 10,80,94,228/ (Rupees Ten Crore Eighty Lakh Ninety Four Thousand Two Hundred Twenty Eight Only) by Docprime Technologies Private Limited ("Docprime') a wholly owned subsidiary of the company in Visit Health Private Limited ("WHPL") and in lieu VAHPL will issue 1,44,511 Compulsorily Convertible Debentures ("CCD's") of = 748 each to Docprime. Details in respect of the same are enclosed herewith as Annexure A.
• (ii) Approved the list of eligible employees of the Company and its subsidiaries to whom. 24,32,500 stock options and 1,54,94,500 stock options would be vested on December 01, 2021 under the Employee Stock Option Plan 2014 ("ESOP 2014") -and Employee Stock Option Plan 2020 ("ESOP 2020") respectively, subject to they being the employee of the Company and its subsidiaries as on the vesting date.

Further, Disclosure as required under Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with events specified in Part A of Schedule III and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is annexed herewith.

You are requested to kindly take the same in your records.

Thanking you

Yours Sincerely For PB Fintech Limited (Formerly PB Fintech Thy imited/ Etechaces Marketing and Consulting Private Limited)

Bhasker Joshi q Company Secretary and e Officer Mem. No.: F8032

Wea in Mm

Encl.: A/a

PB FINTECH LIMITED

.(Formerly Known As Etechaces Marketing And Consulting Private Limited) Registered Office Address : Plot No. 119, Sector-44, Gurugram-122001 (Haryana) Telephone No. : 0124-4562900, Fax : 0124-4562902 E-mail : enquiry@policybazaar.com Website : www.pbfintech.in CIN : U51909HR2008PLC037998

Annexure-A

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the events specified in Para A(1) of Part A of Schedule III and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 relating to Continuous Disclosure Requirements for Listed Entities.

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Annexure-A Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the events specified in Para A(1) of Part A of Schedule III and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 relating to Continuous Disclosure Requirements for Listed Entities.
SL	Particulars	Details
No. 1.	Name of the target entity, details in brief	Visit Health Private Limited ("VHPL")
	such as size, turnover etc.	Registered Office: Building No. 237, Okhla Industrial Estate Phase 3, New Delhi 110020 Authorised Capital: = 1,00,01,000 (Rupees One Crore One Thousand Only) Issued & Paid up Capital: Two (INR Lakh 85,62,600 Eighty Five Sixty % Thousand Six Hundred Only) Turnover: % 8,91,29,282 ( Rupees Eight Crore Ninety One Twenty Nine Thousand Two Hundred Eighty Two Only) as at 31°* March,2021
2s	Whether the acquisition would fall within related party transaction(s) and whether the group/ — group promoter/ promoter companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arms length"	As VHPL is an associate company, it is related party of the company. The company is professionally managed company with no identifiable Promoter. The transaction is done on the basis of a valuation report obtained and is at arm's length.
uo	Industry to which the entity being acquired belongs	Telehealth and wellness platform
	4. Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	Docprime is making further investment in Visit Health Private Limited to acquire a minority stake as part of strategic investments and in terms of the Shareholders Agreement September 2021 entered dated into 10, between Docprime, VHPL and others.
	5. Brief governmental any details of approvals regulatory required the for acquisition	or Not Applicable
6.	Indicative time period for completion of the Within 6 (six) Months acquisition
7.	Nature whether consideration of - consideration or share swap and details of the same	cash Cash Consideration AEEHY

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PB FINTECH LIMITED

(Formerly Known As Etechaces Marketing And Consulting Private Limited) Registered Office Address : Plot No. 119, Sector-44, Gurugram-122001 (Haryana) Telephone No. : 0124-4562900, Fax : 0124-4562902 E-mail : enquiry@policybazaar.com Website : www.pbfintech.in CIN : U51909HR2008PLC037998

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	Cost of acquisition or the price at which the shares/ compulsorily convertible debentures ("CCDs") are acquired	VHPL will issue 1,44,511 Compulsorily Convertible Debentures ("CCDs") of % 748 each to Docprime for investment amount of 2 aggregate 10,80,94,228 an (Rupees Lakhs Ninety-Four Ten Crores Eighty Thousand Two Hundred and Twenty-Eight Only).
	Percentage shareholding control of / number acquired and shares/ or of / Compulsorily Convertible Debentures ("CCDs") acquired	Percentage of Shareholding of Docprime: 30.46% on a fully diluted basis.
10	Brief background about the entity acquired terms products/line business of of in acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	VISIT HEALTH PRIVATE LIMITED, a company incorporated under the laws of India on 03",May 2018, having CIN U72200DL2018PTC333356 and having its registered office at Building No. 237, Okhla Industrial Estate Phase 3, New Delhi 110020, India, is engaged in of providing wellness business healthcare and the services through the website and the mobile application and the access to medical services of diagnostics, OPD, pharmacy through its network partners and health risk assessment to the subscribers / customers.
		Turnover of VHPL for last 3 years: F.-Y. 2020-21: INR 8,91,29,282 F.Y. 2019-20: INR 2,50,38,422 F.Y. 2018-19: INR 1,19,68,930

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PB FINTECH LIMITED

(Formerly. Known As Etechaces Marketing And Consulting Private Limited) Registered Office Address : Plot No. 119, Sector-44, Gurugram-122001 (Haryana) Telephone No. : 0124-4562900, Fax : 0124-4562902 E-mail : enquiry@policybazaar.com Website : www.pbfintech.in CIN : U51909HR2008PLC037998