PB Fintech Limited

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Date: 1[st] August 2023

The Manager, The General Manager Listing Department, Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Phiroze Jeejeebhoy Towers, Block G, Bandra – Kurla Complex, Dalal Street, Bandra (East), Mumbai – 400 051 Mumbai – 400 001 Symbol: POLICYBZR Scrip Code: 543390

Symbol: POLICYBZR

Subject: Meetings of the equity shareholders and unsecured creditors of PB Fintech Limited (“Company”) to be convened and held pursuant to the directions of the Hon’ble National Company Law Tribunal, Chandigarh Bench (“Tribunal”)

Dear Sir/ Madam,

This is to inform that by an order dated July 5, 2023 (" Tribunal Order "), the Hon'ble National Company Law Tribunal, Chandigarh Bench (" Tribunal ") has directed meetings to be held of the unsecured creditors and equity shareholders of the Company for purpose of considering, and if thought fit, approving the Scheme of Amalgamation of Makesense Technologies Limited with PB Fintech Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”).
In pursuance of the Tribunal Order and as directed therein and in compliance with the applicable provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" SEBI Listing Regulations "), notice is hereby given that meetings of the unsecured creditors and equity shareholders of the Company will be held through video conferencing (" VC ") / other audio visual means (" OAVM ") as under:

Meeting of	Day and Date of the meetings	Time of meetings
Unsecured creditors	Saturday,2nd September 2023	11.30 a.m.(IST)
Equityshareholders	Saturday,2nd September 2023	02.30p.m.(IST)

The details such as manner of (i) casting vote through remote e-voting and e-voting at the meetings; and (ii) attending the meetings through VC / OAVM have been set out in the notice of the respective meetings.
An unsecured creditor, whose name is recorded in the list of unsecured creditors maintained by the Company as on the cut-off date, i.e., Friday, 30th June 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the unsecured creditors. Voting rights of an unsecured creditor shall be in proportion to his/ her/ its amount owed by the Company as on the cut-off date i.e. Friday, 30[th] June 2023.
An equity shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Saturday, 26th August 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the equity shareholders. Voting rights of an equity shareholder/ beneficial

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owner shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off date i.e., Saturday, 26[th] August 2023.

Copy of the notice and statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid meetings are attached.
The notice and statement of the aforesaid meetings are also being made available on the Company’s website viz., www.pbfintech.in.

Request you to kindly take the above on record.

Thanking you,

Yours Faithfully,

For PB FINTECH LIMITED

Bhaske Digitally signed by Bhasker Joshi Date: 2023.08.01 r Joshi 21:58:19 +05'30'

Bhasker Joshi

Company Secretary and Compliance Officer

Encl : As above

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Corporate Identity Number (CIN) : L51909HR2008PLC037998 Registered Office: Plot No. 119, Sector-44, Gurugram - 122 001, Haryana Phone: 0124-4562907 | E-mail: [email protected]

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF PB FINTECH LIMITED PURSUANT TO THE ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH

MEETING	MEETING
Day	Saturday
Date	2ndSeptember 2023
Time	02.30p.m.(IST)
Mode of Meetng	As per the directons of the Hon’ble Natonal Company Law Tribunal, Chandigarh Bench, the meetng shall be conducted through Video Conferencing (“VC”)/Other Audio Visual Means(“OAVM”)
Venue/ Mode	Through video conferencingor other audio-visual means
Cut-of date for e-Votng	Saturday,26thAugust 2023
Remote e-Votng start date and tme	Tuesday,29thAugust 2023 at 09.00 a.m.(IST)
Remote e-Votng end date and tme	Friday,1stSeptember 2023 at 5.00p.m.(IST)

INDEX

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Sr. Contents Page
No. Nos.
1. Notice of meeting of the Equity Shareholders of PB Fintech Limited ( “Notice” ) 2
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Sr. No.	Contents	Page Nos.
1.	Notce of meetngof the EquityShareholders of PB Fintech Limited(“Notce”)	2
2.	Statement under Sectons 230 and 232 read with Secton 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies(Compromises,Arrangements and Amalgamatons)Rules,2016(“CAA Rules”)	13
3.	Annexure 1 Scheme of Amalgamaton of Makesense Technologies Limited (“Transferor Company”) with PB Fintech Limited (“Transferee Company” or “Company”)and their respectve shareholders(“Scheme”)	25
4.	Annexure 2 Copyof the audited fnancial results of the Transferee Companyfor thequarter andyear ended 31stMarch 2023	41
5.	Annexure 3 Copy of the audited fnancial statements of the Transferor Company for the year ended 31stMarch 2023 (approved by the Board of Directors of the Transferor Companybut areyet to be adopted bythe shareholders of the Transferor Company)	76
6.	Annexure 4A and 4B Report of the Board of Directors of the Transferee Companyand the Transferor Company, pursuant to Secton 232(2)(c)of the Act	107
7.	Annexure 5 Fair Equity Share Exchange Rato Report dated 26thApril 2022 issued by SSPA & Co., Chartered Accountants (ICAI Firm Registraton No. 128851W) (Registraton No. IBBI/RV-E/06/2020/126) (“Share Exchange Rato Report”), including clarifcaton(s) thereto, issued from tme to tme	109
8.	Annexure 6 Fairness Opinion Report dated 26thApril 2022 issued by M/s SPA Capital Advisors Limited (Registraton No. INM000010825), SEBI registered Merchant Banker, (“Fairness Opinion”)	118
9.	Annexure 7A and 7B Observaton Leters dated 6thJanuary2023 issued byBSE Limited(“BSE”)and Natonal Stock Exchange of India Limited(“NSE”)	125
10.	Annexure 8A and 8B Complaint reports dated 23rdJune 2022 and 15thJuly2022 submited bythe Transferee Companyto BSE and NSE,respectvely	131
11.	Annexure 9 Details of ongoing adjudicaton & recovery proceedings, prosecuton initated, and all other enforcement acton taken against the Transferee Company,itspromoters and directors	135
12.	Annexure 10 Audited fnancial statements of the Transferor Companyfor theyear ended 31stMarch 2022	137
13.	Annexure 11 Abridged prospectus providing informaton pertaining to the unlisted entty i. e. the Transferor Company involved in the Scheme as per the format specifed in Part E of Schedule I of the SEBI (Issue of Capital and Disclosure Requirements) Regulatons, 2018 (“ICDR Regulatons”)read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4thFebruary2022	166

The Notice of the meeting, Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and all annexures thereto constitute a single and complete set of documents and should be read together as they form an integral part of this document.

FORM NO. CAA. 2 [Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH CA (CAA) No./23/Chd/Hry/2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF MAKESENSE TECHNOLOGIES LIMITED WITH PB FINTECH LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

PB Fintech Limited, a company incorporated under the Companies Act, 1956 having Corporate Identity Number: L51909HR2008PLC037998 and its registered office at Plot No. 119, Sector-44, Gurugram - 122 001, Haryana.

… Company/ Transferee Company

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To

The Equity Shareholders of PB Fintech Limited

NOTICE is hereby given that, in accordance with the Order dated 5[th] July 2023 in the above captioned Company Application, passed by the Hon’ble National Company Law Tribunal, Chandigarh Bench ( “Tribunal” ) ( “Tribunal Order” ), a meeting of the Equity Shareholders of the Transferee Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Makesense Technologies Limited (“ Transferor Company ”) with PB Fintech Limited (“ Company ” or “ Transferee Company ”) and their respective shareholders (“ Scheme ”) on Saturday 2[nd] September 2023 at 02.30 p.m (IST) (“ Meeting ”).
Pursuant to the said Tribunal Order and as directed therein, the Meeting will be held through video conferencing (“ VC ”)/ other audio visual means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013 (“ Act ”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“ SS-2 ”) to consider, and if thought fit, to pass, with our without modification(s) the following resolution for approval of the Scheme by requisite majority as prescribed under Sections 230(1) and (6) read with 232(1) of the Act, as amended:

“ RESOLVED THAT pursuant to the provisions of Sections 230 and 232 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), subject to the provisions of the Memorandum and Articles of Association of PB Fintech Limited (“ Company ”) and subject to the approval of Hon’ble National Company Law Tribunal, Chandigarh Bench (“ Tribunal ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Amalgamation of Makesense Technologies Limited with PB Fintech Limited and their respective shareholders (“ Scheme ”), be and is hereby approved.

FURTHER RESOLVED THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the amalgamation embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.

FURTHER RESOLVED THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/ or officer(s) of the Company, to give effect to this Resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from equity shareholders of the Company.”

TAKE FURTHER NOTICE THAT the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes (a) through e-voting system available at the Meeting to be held virtually (“ e-voting at the Meeting ”); or (b) by remote electronic voting (“ remote e-voting ”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of votng	Tuesday, 29thAugust 2023 at 09.00 a.m.(IST)
End of votng	Friday, 1stSeptember 2023 at 05.00p.m.(IST)

A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Saturday, 26[th] August 2023 (“ Cut-off Date ”) only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only.
A copy of the Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”) along with all annexures to such statement are enclosed herewith. A copy of this Notice and the accompanying documents are also placed on the website of the Transferee Company and can be accessed at htps://www.pbfntech.in/ , website of Link Intime India Private Limited at htps://instavote.linkintme.co.in, Registrar and Share Transfer Agent of the Transferee Company (" RTA " or “ LIIPL ”), which will provide the facility of voting to the Equity Shareholders through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting at the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“ BSE ”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“ NSE ”) viz. www. nseindia.com.
The Tribunal has appointed Dr. Surekha Thukral, Advocate and failing her Mrs. Krishna Anmol Singh, Advocate to be the Chairperson of the said Meeting including for any adjournment or adjournments thereof and Mr. Nikhil Sachdeva, Chartered Accountant to be the Scrutinizer for the Meeting.
The Scheme, if approved in the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Place: Mohali

Date: 31[st] July 2023

Sd/Dr. Surekha Thukral Chairperson appointed by Tribunal for the Meeting

Registered Office: Plot No. 119, Sector-44, Gurugram - 122 001, Haryana CIN: L51909HR2008PLC037998 Website: htps://www.pbfntech.in/ E-mail: [email protected] Phone: 0124-4562907 Fax: 0124-4562907

Notes for the Meeting:

Pursuant to the directions of the Hon’ble Tribunal vide the Tribunal Order, the Meeting is being conducted through VC/ OAVM facility to transact the business set out in this Notice. The deemed venue for the Meeting shall be the registered office of the Transferee Company.
The Statement pursuant to Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules read with SEBI Listing Regulations in respect of the business set out in the Notice of the Meeting is annexed hereto. The Meeting will be conducted in compliance with the applicable provisions of the Tribunal Order, SEBI Listing Regulations, Act, SS-2 and other applicable laws.
In terms of the Tribunal Order, the Notice, Statement pursuant to Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and all annexures thereto are being sent through electronic mode to those Equity Shareholders whose e-mail IDs are registered with the RTA i.e., LIIPL, or Depository Participants or the Transferee Company. The aforesaid particulars are being sent to all the Equity Shareholders whose names appear in the register of members/ list of beneficial owners as on 26[th] August 2023.
Since, the Meeting is being held through VC/ OAVM, physical attendance of the Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Equity Shareholders will not be available for the Meeting and hence the Route Map, Proxy Form and Attendance Slip are not annexed hereto. However, in pursuance of Section 113 of the Act, authorized representatives of institutional/ corporate shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/ OAVM facility and e-voting at the Meeting provided that such shareholder sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/ authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e-voting at the Meeting and/or to vote through remote e-voting, on its behalf. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

The scanned image of the abovementioned documents should be in the PDF Format. The said resolution/authorization shall be sent to the scrutinizer by email through his registered email id address to [email protected] and to the Transferee Company at [email protected], before the VC/OAVM Meeting or before the remote e-voting, as the case may be. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

The RTA will provide the facility for voting to the Equity Shareholders through remote e-voting, for participation in the Meeting through VC/ OAVM and e-voting at the Meeting.
Equity Shareholders attending the Meeting through VC/OAVM shall be reckoned for the purpose of quorum. In terms of the Tribunal Order, the quorum for the Meeting shall be 85,530 in number or 40% in value of the equity shareholders of the Transferee Company. Further, in terms of the Tribunal Order in case the aforesaid quorum for the Meeting is not present at the commencement of the Meeting, then the Meeting shall be adjourned by 30 minutes and thereafter, the persons present and voting at the Meeting shall be deemed to constitute the quorum.
Voting rights of an Equity Shareholder/ beneficial owner shall be in proportion to his/ her/ its shareholding in the paidup equity share capital of the Company as on the Cut-off Date (specified in the Notice). In case of joint holders, the Equity Shareholder whose name appears as the first holder in the order of the names as per the register of members of the Transferee Company will be entitled to vote at the Meeting.
Only registered Equity Shareholders of the Transferee Company may attend and vote or in the case of a body corporate or Registered Foreign Portfolio Investors (“ RFPI ”) or Foreign Institutional Investor (“ FII ”), by a representative authorized under Section 113 of the Act at the Meeting. The authorized representative of a body corporate/ RFPI/ FII which is a registered equity shareholder of the Transferee Company may attend and vote at the Meeting provided a copy of the resolution of the Board of Directors or other governing body of the body corporate/ RFPI/ FII authorizing such representative to attend and vote at the Meeting, duly certified to be a true copy by a director, the manager, the

secretary or other authorized officer of such body corporate/ RFPI/ FII, is emailed to the scrutinizer through email at the registered email address [email protected] with a copy marked to [email protected] before the scheduled date and time of the Meeting.

The Equity Shareholders of the Transferee Company can join the Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The detailed instructions for joining the Meeting through VC/ OAVM forms part of the Notes to this Notice.
All the documents referred to in the accompanying Statement, shall be available for inspection through electronic mode during the proceedings of the Meeting. The Equity Shareholders seeking to inspect copies of the said documents may send an email to the Company Secretary at [email protected]. Further, all the documents referred to in the accompanying explanatory statement shall also be open for inspection to the Equity Shareholders at the registered office of the Transferee Company between 10:30 A.M. to 12:30 P.M., on all working days up to the date of the Meeting. In addition to the above, all the documents referred to in the accompanying Statement, shall also be placed on the website of the Transferee Company i.e. htps://www.pbfntech.in/ and shall also be simultaneously placed on the website of the RTA at htps://instavote.linkintme.co.in.
If so desired, Equity Shareholders may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the Statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in this regard, along with details of your shareholding in the Transferee Company, may be addressed to the Company Secretary at [email protected].
Subject to receipt of requisite majority of votes as per Sections 230 to 232 of the Act, the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting (specified in the Notice).
It is clarified that casting of votes by remote e-voting (prior to the Meeting) does not disentitle Equity Shareholder from attending the Meeting. However, after exercising right to vote through remote e-voting prior to the Meeting, Equity Shareholder shall not vote again at the Meeting. In case the Equity Shareholders cast their vote via both the modes i.e. remote e-voting prior to the Meeting as well as e-voting at the Meeting, then voting done through remote e-voting before the Meeting shall prevail once the vote on a resolution is cast by the Equity Shareholder, whether partially or otherwise. The equity shareholder shall not be allowed to change it subsequently.
Remote e-voting: The remote e-voting period shall commence on Tuesday, 29[th] August 2023 at 09.00 a.m. (IST) and ends on Friday, 1[st] September 2023 at 05.00 p.m (IST). During this period, Equity Shareholders of the Transferee Company, as on the Cut-off Date i.e. Saturday, 26[th] August 2023, may cast their vote by remote e-voting. The said remote e-voting module shall be disabled by the RTA for voting immediately thereafter. A person who is not an Equity Shareholder of the Transferee Company as on the Cut-off Date should treat this Notice for information purpose only.
Equity Shareholders of the Transferee Company who have not registered their email address with the Company/ Depositories/DPs, may complete the email registration process as under to vote on the resolutions mentioned therein:
(i) The Equity Shareholders of the Transferee Company holding shares in demat/ physical form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with RTA by clicking the link: htps://linkintme.co.in/emailreg/email_register.html on its website htps://www.linkintme.co.in/ at the Investor Services tab by choosing the e-mail registration heading and follow the registration process as guided therein. The Equity Shareholders are requested to provide details such as Name, DP ID, Client ID/Folio Number PAN, mobile number and e-mail id and Equity Shareholders holding shares in physical form, also provide the certificate number and upload the image of share certificate in PDF or JPEG format (upto 1 MB). In case of any query, an Equity Shareholder may send an e-mail to RTA at [email protected].
(ii) On submission of the shareholders details an OTP will be received by the Equity Shareholder which needs to be entered in the link for verification. It is clarified that for permanent registration of email address, Equity Shareholders are requested to register their email addresses, in respect of electronic holdings with their concerned Depository Participants by following the procedure prescribed by the Depository Participants.

16. THE INSTRUCTIONS FOR EQUITY SHAREHOLDERS FOR REMOTE E-VOTING AND JOINING MEETING ARE AS UNDER:

The instruction and other information relating to remote e-voting are as under:

As per the Circular dated December 9, 2020 bearing reference no. SEBI/HO/CFD/CMD/CIR/P/2020/242 issued by the Securities and Exchange Board of India (“ SEBI ”), individual Equity Shareholders holding equity shares in demat mode can register directly with the Depository Participants or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual Equity Shareholders holding equity shares in demat mode is given below:

1. Individual Equity Shareholders holding equity shares in demat mode with National Securities Depository Limited (“NSDL”):

(i) Existing IdeAS user can visit the e-Services website of NSDL viz. htps://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login”” which is available under ‘IdeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on the Transferee Company’s name or e-Voting service provider name i.e. LIIPL and you will be re-directed to “InstaVote” website for casting your vote during the remote e-voting period.
(ii) If you are not registered for IdeAS e-Services, option to register is available at htps://eservices.nsdl.com Select “Register Online for IdeAS Portal” or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp
(iii) Visit the e-voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng. nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see the e-voting page. Click on the Transferee Company’s name or e-voting service provider name i.e. LIIPL and you will be redirected to “InstaVote” website for casting your vote during the remote e-voting period.

2. Individual Shareholders holding equity shares in demat mode with Central Depository Services Limited (“CDSL”):

(i) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.
(ii) After successful login the Easi / Easiest user will be able to see the e-voting option for the Transferee Company where the e-voting is in progress as per the information provided by the Transferee Company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider i.e. LIIPL for casting your vote during the remote e-voting period or joining the Meeting & e-voting at the Meeting. Additionally, there are also links provided to access the system of all the e-voting Service Providers, so that the Equity Shareholder can visit the e-voting service providers’ website directly.
(iii) If the Equity Shareholder is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
(iv) Alternatively, the Equity Shareholder can directly access the e-voting page by providing Demat Account Number and PAN No. from e-voting link available on www.cdslindia.com. The system will authenticate the Equity Shareholder by sending an OTP on the registered mobile number & email address as recorded in the demat account. After successful authentication, the Equity Shareholder will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting Service Providers.

3. Individual Equity Shareholders (holding equity shares in demat mode) login through their depository participants:

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. After Successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository website after successful authentication, wherein you can see e-voting feature. Click on the Transferee Company’s name or e-voting service provider name i.e. LIIPL and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

Login method for individual Equity Shareholder holding equity shares in physical form/ non-individual Equity Shareholders holding equity shares in demat mode is given below:

4. Individual Equity Shareholders of the Transferee Company, holding equity shares in physical form/ NonIndividual Equity Shareholders holding equity shares in demat mode as on the Cut-off Date for e-voting at the Meeting may register for e-voting facility of the RTA as under:

Open the internet browser and launch the URL: htps://instavote.linkintme.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
- A. User ID: Equity Shareholders holding equity shares in physical form shall provide Event No + Folio Number registered with the Transferee Company. Equity Shareholders holding equity shares in NSDL’s demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Equity Shareholders holding equity shares in CDSL’s demat account shall provide 16 Digit Beneficiary ID.
- B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Equity Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
- C. DOB/DOI: Enter the Date of Birth (DOB)/ Date of Incorporation (DOI) (As recorded with your Depository Participant/ Transferee Company – in DD/MM/YYYY format)
- D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your Depository Participant/ Transferee Company.

*Equity Shareholders holding equity shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘4.D’ above.

*Equity Shareholders holding equity shares with the demat account provided by NSDL, shall provide details specified in ‘4.D’ above.

l Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
l Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’ .

Cast your vote electronically:

After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour/ Against’ (If you wish to view the entire resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour/ Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

5. Guidelines for Institutional Equity Shareholders:

Institutional Equity Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of the RTA at htps://instavote.linkintme.co.in and register themselves as ‘Custodian/ Mutual Fund/ Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution/ authority letter/ power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian/ Mutual Fund/ Corporate Body’ login for the Scrutinizer to verify the same.

6. Helpdesk for Individual Equity Shareholders holding equity shares in physical mode and Institutional Equity Shareholders:

Equity Shareholders facing any technical issue in login may contact LIIPL’s INSTAVOTE helpdesk by sending a request at [email protected] or contact on: Tel: 022 – 4918 6000.

7. Helpdesk for Individual Equity Shareholders holding equity shares in demat mode:

Individual Equity Shareholders holding equity shares in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Equity Shareholders holding equity shares in demat mode with NSDL	Equity Shareholders facing any technical issue in login can con- tact NSDL helpdesk by sending a request [email protected] or call at: 022 – 4886 7000 and 022 – 2499 7000
Individual Equity Shareholders holding eq- uity shares in demat mode with CDSL	Equity Shareholders facing any technical issue in login can con- tact CDSL helpdesk by sending a request athelpdesk.evotng@ cdslindia.comor contact at toll free no. 1800 22 55 33

8. Individual Equity Shareholders holding equity shares in physical mode has forgotten the password:

If an Individual Equity Shareholders holding equity shares in physical mode has forgotten the USER ID [Login ID] or Password or both then such Equity Shareholder can use the “Forgot Password” option available on the e-voting website of LIIPL: htps://instavote.linkintme.co.in

Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case any Equity Shareholder is having valid email address, Password will be sent to his / her registered e-mail address. Equity Shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
User ID for Equity Shareholders holding equity shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Transferee Company.

9. Individual Equity Shareholders holding equity shares in demat mode with NSDL/ CDSL has forgotten the password:

Equity Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For Equity Shareholders holding equity shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

During the voting period, Equity Shareholder can login any number of time till they have voted on the resolution(s) for a particular “Event”.

10. Instructions for attending the Meeting through InstaMeet:

(i) Open the internet browser and launch the URL: https://instameet.linkintime.co.in
l Select the “Transferee Company” and ‘Event Date’ and register with your following details: -
A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
B. Equity Shareholders holding equity shares in CDSL demat account shall provide 16 Digit Beneficiary ID
C. Equity Shareholders holding equity shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
D. Equity Shareholders holding equity shares in physical form shall provide Folio Number registered with the Transferee Company
E. PAN: Enter your 10-digit Permanent Account Number (PAN) (Equity Shareholder who have not updated their PAN with the Depository Participant (DP)/ Transferee Company shall use the sequence number provided to you, if applicable.
F. Mobile No.: Enter your mobile number.
G. Email ID: Enter your email id, as recorded with your DP/ Transferee Company.
H. Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the Meeting).

Please refer the instructions ( specified in Paragraph 17 below ) for the software requirements and kindly ensure to install the same on the device which would be used to attend the Meeting. Please read the instructions carefully and participate in the Meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMeeT website.

11. Instructions for Equity Shareholders to Speak during the Meeting through InstaMeet:

(i) Equity Shareholders who like to express their views or ask questions during the Meeting may register themselves as speaker by sending their request from their registered email address mentioning their name, DP ID and client ID/ Folio no, No. of shares, PAN, mobile number at [email protected] on or before 29[th] August 2022 till 05.00 P.M. (IST).
(ii) Equity Shareholders will receive “speaking serial number” once they mark attendance for the Meeting.
(iii) Other Equity Shareholder may ask questions to the panellist, via active chat-board during the Meeting.
(iv) Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.
(v) Equity Shareholders are requested to speak only when moderator of the Meeting/ management will announce the name and serial number for speaking .

12. Instructions for Equity Shareholders to vote during the Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the Meeting, Equity Shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

(i) On the Equity Shareholders VC page, click on the link for e-voting “Cast your vote.”
(ii) Enter your 16 digit Demat Account No./ Folio No. and OTP (received on the registered mobile number/ registered email id) received during registration for InstaMeet and click on ‘Submit’.
(iii) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

(iv) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the Cut-off Date under ‘Favour/Against’.
(v) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
(vi) Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note: Equity Shareholders who will be present in the Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility during the meeting. Equity Shareholders who have voted through Remote e-voting prior to the Meeting will be eligible to attend/ participate in the Annual Meeting through InstaMeet. However, they will not be eligible to vote again during the Meeting.

13. Equity Shareholders are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

14. Equity Shareholders are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the Meeting.

15. Please note that Equity Shareholders connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

16. In case Equity Shareholders have any queries regarding login/ e-voting, they may send an email to instameet@ linkintme.co.in or contact on: - Tel: 022-49186175.

17. Guidelines to attend the Meeting through InstaMeet:

(i) For a smooth experience of viewing the Meeting proceedings through InstaMeet, Equity Shareholders who are registered as speakers for the Meeting are requested to download and install the Webex application in advance by following the instructions as under:
(ii) Please download and install the Webex application by clicking on the link htps://www.webex.com/ downloads.html/

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Or

(iii) If you do not want to download and install the Webex application, you may join the Meeting by following the process mentioned as under:

Step 1	Enteryour First Name, Last Name and Email ID and click on Join Now.
(A)	If you have already installed the Webex applicaton on your device, join the Meetng by clickingon Join Now
(B)	If Webex applicaton is not installed, a new page will appear giving you an opton to either Add Webex to chrome orRun a temporary applicaton. Click onRun a temporary applicaton, an exe fle will be downloaded. Click on this exe fle to run the applicaton andjoin the Meetngbyclickingon Join Now

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18. Declaration of Voting Results: The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The result of voting for the Meeting will be declared within 2 (two) working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Transferee Company: htps://www.pbfntech.in/ and on the website of RTA at htps://instavote.linkintme.co.in. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the Registered Office of the Transferee Company.

19. PROCEDURE FOR INSPECTION OF DOCUMENTS:

(i) Documents for inspection as referred to in the Notice will be available electronically for inspection without any payment of fee by the Equity Shareholders of the Transferee Company from the date of circulation of this Notice up to the date of Meeting. The Equity Shareholders of the Transferee Company seeking to inspect such documents can write to the Transferee Company at [email protected].
(ii) The Equity Shareholders of the Transferee Company seeking any information with regard to the Scheme or the matter proposed to be considered at the Meeting, are requested to write to the Transferee Company at least 7 (seven) days before the date of the Meeting through email on [email protected]. The same will be replied to by the Transferee Company, suitably.
(iii) The Equity Shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through remote e-voting and e-voting at the Meeting.

FORM NO. CAA. 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH CA (CAA) No. /23/Chd/Hry/2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF MAKESENSE TECHNOLOGIES LIMITED WITH PB FINTECH LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES) TO THE NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF PB FINTECH LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH (“TRIBUNAL”) DATED 5[TH] JULY 2023 (“TRIBUNAL ORDER”)

1. MEETING FOR THE SCHEME

This is a Statement accompanying the Notice convening the meeting of the Equity Shareholders of PB Fintech Limited (“ Transferee Company ” or “ Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Makesense Technologies Limited (“ Transferor Company ”) with PB Fintech Limited and their respective shareholders (“ Scheme ”) (“ Meeting ”). The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and various other matters consequential thereto or otherwise integrally connected therewith.

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

The salient features of the Scheme are given in Paragraph 5 of this Statement. A copy of the Scheme is annexed hereto and marked as Annexure 1 .

2. RATIONALE AND BENEFITS OF THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of the same are, inter alia , as follows:

(i) The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and will result in the following benefits:
(a) streamlining of the corporate structure;
(b) pooling of resources of the Transferor Company with the resources of the Transferee Company;
(c) significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;
(d) rationalisation of costs, time and efforts by eliminating multiple record keeping, administrative functions and consolidation of financials through legal entity rationalisation; and
(e) reduction of administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.
(ii) The Scheme is in the best interests of the shareholders, employees and the creditors of each of the Parties.

3. BACKGROUND OF THE COMPANIES

3.1 Particulars of the Transferee Company
3.1.1 The Transferee Company was incorporated under the Companies Act, 1956 on 4[th] June 2008 in the State of Haryana on 4[th] June 2008 under the name of ‘ETECHACES Marketing and Consulting Private Limited’. The name of the Transferee Company was changed from ‘ETECHACES Marketing and Consulting Private Limited’ to ‘PB Fintech Private Limited’ in terms fresh Certificate of Incorporation dated 18[th] September 2020. The name of the Transferee Company was further changed to ‘PB Fintech Limited’ in terms of fresh Certificate of Incorporation dated 30[th] June 2021 consequent upon change on conversion to a public limited company. The equity shares of the Transferee Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) w.e.f 15[th] November 2021. The registered office of the Transferee Company is presently located at Plot No. 119, Sector 44, Gurugram – 122001, Haryana. The Corporate Identity Number of the Transferee Company is L51909HR2008PLC037998 and Permanent Account Number is AACCE0182A. The Transferee Company’s email address is [email protected].
3.1.2 The Transferee Company inter alia is an integrated online marketing and consulting company and is engaged in the business of rendering online marketing and information technology consulting and support services largely for the financial services industry, including insurance.
3.1.3 The main objects for which the Transferee Company was incorporated are set out in its Memorandum of Association which inter alia are as follows:

1. To carry on the business in India and abroad of online, offline, direct marketing, traders, marketers, consultants, manufacturers, importers, exporters, buyers, sellers, dealers, agents, merchants, stockists, shippers, market research consultants, agents in relation to all kinds of goods, merchandise, live-stock and services including industrial plant and machinery, motor vehicles, cars, motor cycles, scooters, bicycles, office equipments, all consumer durable items, house-hold equipments, metals, paper, wood, chemicals, pharmaceutical products, hardware, fasteners, computer hardware, software and all other kinds of goods merchandise and services and to establish international marketing and agency network.

2. To act as an export house, marketing network establishment, direct marketing/multi-level marketing establishment, liasion agent and consultants in respect of the business as referred to in sub-clause (1) above.

3. To establish, maintain, conduct, provide, procure or make available services of every kind including IT, commercial, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing, brand building, fulfilment, call centre, communication and other technological, social or any consultancy services.

4. To carry on the business of distribution and to solicit and procure sales of mutual funds, bonds or any other financial products issued by Banks, Mutual Funds or any financial intermediary in India or outside and to render services as commission agents, brokers, managers, agents or attorney, providing financial, investment advisory services, management and facilitation services, including but not limited to identifying investment opportunities, conducting analysis and assessment, providing investment recommendations and consultancy service to venture capital funds, including the trustees, beneficiaries and contributories of such funds, other funds (including but not limited to funds for providing debt financing investing in equity, equity linked securities, Mutual Fund and all other instruments as permitted under applicable laws), trusts, investment companies, joint ventures, corporate, institutional, group and individual investors.
3.1.4 Other than as mentioned above, there has been no change in the name, registered office and main objects of the Transferee Company in the last 5 years.

3.1.5 The share capital structure of the Transferee Company as on 15[th] July 2023 is as follows:

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Particulars INR
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Partculars	INR

Authorised Share Capital
49,05,00,000 equityshares of INR 2 each	98,10,00,000
9,50,000 compulsorilyconvertblepreference shares of INR 20 each	1,90,00,000
Total	100,00,00,000
Issued, Subscribed and Paid up Share Capital
45,01,16,349 equityshares of INR 2 each	90,02,32,698
Total	90,02,32,698

3.1.6 The details of Directors of the Transferee Company along with their addresses are mentioned herein below:

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Sr No. Name of Director Designation Address
1. Mr. Yashish Dahiya Executive Director- 4 Eversley Park, Wimbledon Common
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Sr No.	Name of Director	Designaton	Address
1.	Mr. Yashish Dahiya	Executve Director-	4 Eversley Park, Wimbledon Common
		Chairperson-CEO	SW194UU, London, United Kingdom
2.	Mr. Alok Bansal	Whole Time Director and Executve Vice Chairman	C-701, Olive Crescent, GH-12, Sector-47, Gurgaon Haryana- 1220018
3.	Mr. Nilesh Bhaskar Sathe	Non-Executve - Independent Director	Plot No. 173, Shankar Nagar, Nagpur, Maharshtra - 440010
4.	Mrs. Veena Vikas Mankar	Non-Executve - Independent Director	801, Park Heights, 10th Road, Near Madhu Park, Khar West, Mumbai, Maharshtra – 400052
5.	Mr. Kaushik Duta	Non-Executve - Independent Director	A 843 Lavy Pinto Block, Asiad Games Village, Delhi 110049
6.	Mr. Gopalan Srinivasan	Non-Executve - Independent Director	17/9, 2ND Avenue Harrington Road, Chetpet, Chennai-600031, Tamil Nadu
7.	Ms.Lilian Jessie Paul	Non-Executve - Independent Director	Villa 1, Prestge Cedars, 7 Convent Road, Richmond Town, Bengaluru, Karnataka-560025
8.	Mr. Sarbvir Singh	Non-Executve - Independent Director	House No-46, Sector-37, Noida, Utar Pradesh--201301
9.	Ms.Kity Agarwal	Non-Executve - Nominee Director	26/3, Hindustan Park, Sarat Bose Road, Kolkata, West Bengal-700029

3.2 Particulars of the Transferor Company

3.2.1 The Transferor Company was incorporated under the Companies Act, 1956 on 21[st] September 2010 in the State of Maharashtra under the name of ‘Makesense Technologies Private Limited’ in terms of Certificate of Incorporation dated 21[st] September 2010. The registered office of the Transferor Company was shifted from the State of Maharashtra to the National Capital Territory of Delhi w.e.f. 11[th] August 2014. The name of the Transferor Company was changed from ‘Makesense Technologies Private Limited’ to its current name ‘Makesense Technologies Limited’ in terms of Certificate of Incorporation issued pursuant to conversion from private company to public company dated 26[th] March 2015. The registered office of the Transferor Company was then shifted from the National Capital Territory of Delhi to the State of Haryana w.e.f. 4[th] January 2021. The registered office of the Transferor Company is presently located at Plot No. 123, Sector-44 Gurugram – 122001, Haryana. The Corporate Identity Number of the Transferor Company is U74999HR2010PLC092002 and Permanent Account Number is AAGCM7642H.

3.2.2 The Transferor Company inter alia carries on the business of providing services and solutions in relation to placement consultancy, personnel recruitment, staffing, professional hiring and management consultancy to all kinds of persons, firms or organizations.
3.2.3 The main objects for which the Transferor Company was incorporated are set out in its Memorandum of Association which inter alia are as follows: -

1. To carry on the business of providing services and solutions in relation to placement consultancy, personnel recruitment, staffing, professional hiring, high skilled executive search payroll consultancy, head hunting, management training, post recruitment services, human financial matters, management consultancy, human technical matters, temporary staffing and other related services, to all kinds of persons, firms or organizations, either society or on behalf of such persons, firms or organizations, whether in India or overseas in all categories of manpower requirements.

2. To develop, possess, buy, sell and market certain technological solutions in area of placement consultancy including technologies like development and marketing of a recruitment framework software to aid in searching for candidates, job openings, arranging, screening and filtering and filtering of data in curriculum vitae/ resume of candidates and to carry out all acts so as to effectively find the right person for the right job in the shortest possible timeframe.

3.2.4 Other than as mentioned above, there has been no change in the name, registered office and main objects of the Transferor Company in the last 5 years.
3.2.5 The shares of the Transferor Company are not listed on any Stock Exchanges.
3.2.6 The share capital structure of the Transferor Company as on 15[th] July 2023 is as follows:

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Particulars INR
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Partculars	INR

Authorised Share Capital
2,55,00,000 equityshares of INR 10 each	25,50,00,000
30,00,000preference shares of INR 100 each	30,00,00,000
Total	55,50,00,000
Issued, Subscribed and Paid up Share Capital
12,16,500 equityshares of INR 10 each	1,21,65,000
Total	1,21,65,000

3.2.7 The details of Directors of the Transferor Company along with their addresses are mentioned herein below:

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Sr No. Name of Director Designation Address
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Sr No.	Name of Director	Designaton	Address

1.	Mr.Sanjeev Bikhchandani	Director	N-42, Ground Floor, Panchsheel Park, Malviya Nagar, Delhi – 110017
2.	Mr. Chintan Arvind Thakkar	Director	803, A Wing, The Forest Spa, Sec 93-B, Gautam Buddha Nagar, Near Biodiversity Park, Noida-201304, Utar Pradesh
3.	Mr. Mohit Naresh Bhandari	Nominee Director	2301, Sumer Trinity Tower No. 2A, 23rdFloor, Behind Chaitanya Tower, Near Samna Press, Prabhadevi, Mumbai-400025

3.2.8 The audited financial results of the Transferee Company for the quarter and year ended 31[st] March 2023 and the audited financial statements of the Transferor Company for the year ended 31[st] March 2023 (approved by Board of Directors of the Transferor Company but are yet to be adopted by the shareholders of the Transferor Company) are annexed hereto and marked as Annexure 2 and Annexure 3 respectively.

4. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme:

4.1 The Scheme provides for amalgamation of the Transferor Company with the Transferee Company and is presented under Sections 230 to 232 and other applicable provisions of the Act.
4.2 In consideration for amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall issue and allot consideration, on proportionate basis to the shareholders of the Transferor Company as per the following ratio:

“5,98,90,000 equity shares of INR 2 each fully paid up of the Transferee Company in the proportion of the number of equity shares held by the shareholders in the Transferor Company”

4.3 The Appointed Date for the Scheme shall be the opening of the business hours of 1[st] April 2022 or such other date as may be approved by the Tribunal.
4.4 The Effective Date shall be the last of the dates on which the conditions specified in Clause 20 of the Scheme are complied with or are waived by the Board of the Transferee Company and the Transferor Company.
4.5 The Scheme shall become effective from the Appointed Date but shall be operative from the Effective Date.
4.6 Upon the Scheme becoming effective, the Transferor Company shall stand dissolved without winding up and the Board and any committees thereof of the Transferor Company shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Transferor Company shall be struck off from the records of the RoC.
4.7 Combination of the authorized share capital of the Transferor Company with the authorized share capital of the Transferee Company and consequential increase in the authorized share capital of the Transferee Company as provided in Part II of the Scheme.
4.8 New Shares (as defined in the Scheme) to be issued by the Transferee Company to the equity shareholders of the Transferor Company pursuant to the Scheme, will be listed on BSE Limited and the National Stock Exchange of India Limited.
4.9 The Scheme is conditional upon and subject to conditions precedent as mentioned in Clause 20 of the Scheme.

Note: The above are the salient features of the Scheme. The Equity Shareholders of the Transferee Company are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

5. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Transferor Company holds 5,98,90,000 equity shares of INR 2 each representing 13.30% of the total paid up share capital of the Transferee Company.

6. BOARD APPROVALS

6.1 The Board of Directors of the Transferee Company at its meeting held on 26[th] April 2022 unanimously approved the Scheme, as given below:

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Name of Director Voted in favour/ against/ did not participate or vote
Mr. Kaushik Dutta Voted in favour
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Name of Director	Voted in favour/ against/ did not partcipate or vote
Mr. Kaushik Duta	Voted in favour
Mr. Sarbvir Singh	Voted in favour
Mr. Yashish Dhaiya	Voted in favour
Mr. Alok Bansal	Voted in favour
Mr. Nilesh Bhaskar Sathe	Voted in favour

Mr. Gopalan Srinivasan	Voted in favour
Mrs. Veena Mankar	Voted in favour
Ms. Kity Agarwal	Voted in favour
Ms. Lilian Jessie Paul	Voted in favour

6.2 The Board of Directors of the Transferor Company at its meeting held on 26[th] April 2022 unanimously approved the Scheme, as given below:

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Name of Director Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did not partcipate or vote

Mr. Sanjeev Bikhchandani	Voted in Favour
Mr. Chintan Arvind Thakkar	Voted in Favour
Mr. Mohit Naresh Bhandari	Voted in Favour

7. INTEREST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”) AND THEIR RELATIVES:

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Transferee Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme.

None of the Directors, KMPs, if any (as defined under the Act and rules framed thereunder), as applicable, of the Transferor Company and their respective relatives (as defined under the Act and rules framed thereunder), has any interest in the Scheme except to the extent of their shareholding in the Transferor Company, if any. Save as aforesaid, none of the said Directors or the KMPs, as applicable, or their respective relatives has any material interest in the Scheme.

8. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of scheme on various stakeholders is summarized below:

8.1 Equity Shareholders (promoter and non-promoter shareholders) and KMP

The effect of the Scheme on the Equity Shareholders and KMP of the Transferee Company and the Transferor Company, is given in the report adopted by the Board of Directors of the Transferee Company and the Transferor Company at their respective meetings held on 26[th] April 2022, pursuant to the provisions of Section 232(2)(c) of the Act which are annexed hereto and marked as Annexure 4A and Annexure 4B respectively.

The Transferee Company does not have any identifiable promoter.

8.2 Directors

The Scheme will have no adverse effect on the office of existing Directors of the Transferee Company. Further, no change in the Board of Directors of the Transferee Company is envisaged on account of the Scheme. It is clarified that, the composition of the Board of Directors of the Transferee Company may change by appointments, retirements or resignations in accordance with the provisions of the Act but the Scheme itself does not affect the office of Directors of the Transferee Company.

The effect of the Scheme on the Directors of the Transferee Company in their capacity as Equity Shareholders of the Transferee Company is the same as in case of other Equity Shareholders of the Transferee Company, as mentioned in the aforesaid report enclosed herewith as Annexure 4A hereto.

Upon the Scheme becoming effective, the Directors of the Transferor Company will cease to become Directors of the Transferor Company.

8.3 Employees

The Scheme will have no effect on the existing employees of the Transferee Company.

Upon the effectiveness of this Scheme and with effect from the Effective Date, the Transferee Company undertakes to engage, without any interruption in service, all employees of the Transferor Company on terms and conditions no less favourable than those on which they are engaged by the Transferor Company.

8.4 Creditors, Debenture holders and Debenture Trustees

The proposed Scheme does not involve any compromise or arrangement with the creditors. Creditors of the Transferee Company will continue to be creditors on the same terms and conditions, as before. The rights of the creditors of the Transferee Company shall not be adversely affected by the Scheme.

On the Scheme becoming effective, the creditors of the Transferor Company will become creditors of the Transferee Company and there will be no reduction in the claims of the creditors of the Transferor Company on account of the Scheme and will be paid in the ordinary course of business as and when their dues are payable. There is no likelihood that the creditors would be prejudiced in any manner as a result of the Scheme being sanctioned.

Neither there are any debenture holders nor there are any debenture trustees of the Transferor Company or the Transferee Company.

8.5 Depositors and Deposit Trustees

The Transferee Company and the Transferor Company have not taken any term deposits from depositors, therefore, no deposit trustees have been appointed.

9. CAPITAL/ DEBT RESTRUCTURING

The Scheme does not contain or provide for capital/ debt restructuring. The Scheme does not in any manner adversely or prejudicially affect the rights of any creditors of the Transferee Company and the Transferor Company or contemplate any compromise or arrangement with the creditors of the Transferee Company and the Transferor Company.

Pursuant to the Scheme, the entire equity share capital of the Transferee Company to the extent held by the Transferor Company shall stand cancelled.

10. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Transferor Company and the Transferee Company.

11. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to unsecured creditors of the Transferor Company and the Transferee Company, as on 30[th] June 2023 is as follows:

is as follows:
Sr. No.	Name of the company	Amount in INR
1.	Transferor Company	0.00
2.	Transferee Company	1,35,35,698

The Scheme embodies the arrangement between the Transferor Company and Transferee Company, and their respective shareholders. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Transferor Company and the Transferee Company.

12. PRE ARRANGEMENT AND POST ARRANGEMENT SHAREHOLDING PATTERN

The pre-Scheme shareholding pattern of the Transferor Company as on 15[th] July 2023 is as follows:

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Sr. No. Particulars of Shareholder No. of shares % of Holding
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Sr. No.	Partculars of Shareholder	No. of shares	% of Holding

(A)	Shareholding of Promoter and Promoter Group
1	Indian	-	-
(a)	Individuals/Hindu Undivided Family	-	-
(b)	Central Government/State Government(s)	-	-
(c)	Bodies Corporate	6,08,305	50.0044%
(d)	Financial Insttutons/Banks	-	-
(e)	AnyOthers	-	-
	Sub Total(A)(1)	6,08,305	50.0044%
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)	-	-
(b)	Bodies Corporate	-	-
(c)	Insttutons	-	-
(d)	AnyOthers	-	-
	Sub Total(A)(2)	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	6,08,305	50.0044%
(B)	Public shareholding
1	Insttutons
(a)	Mutual Funds/UTI	-	-
(b)	Financial Insttutons/Banks	-	-
(c)	Central Government/State Government(s)	-	-
(d)	Venture Capital Funds	-	-
(e)	Insurance Companies	-	-
(f)	Foreign Portolio Investors(Individual & Corporate)	-	-
(g)	Foreign Venture Capital Investors	-	-
(h)	AnyOther(AIF)	-	-
	Sub-Total(B)(1)	-	-
2	Non-insttutons
(a)	Bodies Corporate	6,08,190	49.9951%
(b)	Individuals	5	0.0005%
I	Individuals -i. Individual shareholders holding nominal share capital upto Rs 2 lakh	-	-
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.	-	-
(c)	KeyManagerial Personnel(KMP)	-	-
(d)	Investor Educaton and Protecton Fund(IEPF)	-	-
(e)	Non-Resident Indians(NRIs)	-	-
(f)	AnyOther(Trusts,HUF,LLPs and ClearingMembers)	-	-
	Sub-Total(B)(2)	6,08,195	49.9956%
(B)	Total Public Shareholding (B)=(B)(1)+(B)(2)	-	-
	TOTAL(A)+(B)	12,16,500	100%
(C)	Shares held by Custodians and against which DRs have been issued	-	-
	GRAND TOTAL(A)+(B)+(C)	12,16,500	100%

Upon effectiveness of the Scheme the Transferor Company will be dissolved without winding up.

The pre-Scheme shareholding pattern of the Transferee Company as on 30[th] June 2023 is as follows:

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Sr. No. Particulars of Shareholder No. of shares % of Holding
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Sr. No.	Partculars of Shareholder	No. of shares	% of Holding

(A)	Shareholding of Promoter and Promoter Group
1	Indian
(a)	Individuals/ Hindu Undivided Family	0	0.00
(b)	Central Government/ State Government(s)	0	0.00
(c)	Bodies Corporate	0	0.00
(d)	Financial Insttutons/ Banks	0	0.00
(e)	Any Others	0	0.00
	Sub Total(A)(1)	0	0.00
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)	0	0.00
(b)	Bodies Corporate	0	0.00
(c)	Insttutons	0	0.00
(d)	Any Others	0	0.00
	Sub Total(A)(2)	0	0.00
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A) (2)	0	0.00
(B)	Public shareholding
1	Insttutons
(a)	Mutual Funds/ UTI	3,35,38,366	7.45
(b)	Financial Insttutons / Banks	0	0.00
(c)	Central Government/ State Government(s)	0	0.00
(d)	Venture Capital Funds	0	0.00
(e)	Insurance Companies	1,58,98,031	3.53
(f)	Foreign Portolio Investors (Individual & Corporate)	13,35,60,836	29.67
(g)	Foreign Venture Capital Investors	2,44,30,015	5.43
(h)	Any Other(AIF/Provident Fund/NBFC/FDI)	8,51,59,344	18.92
	Sub-Total (B)(1)	29,25,86,592	65.00
2	Non-insttutons
(a)	Bodies Corporate	9,37,04,490	20.82
(b)	Individuals
I	Individuals -i. Individual shareholders holding nominal share capital up to Rs 2 lakh	1,58,81,417	3.53
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.	1,14,07,433	2.53
(c)	Key Managerial Personnel (KMP)	11,215	0.00
(d)	Investor Educaton and Protecton Fund (IEPF)	0	0.00
(e)	Non-Resident Indians (NRIs)	20,23,095	0.45
(f)	Directors and their relatves (excluding independent directors and nominee directors)	2,90,59,456	6.46
(g)	Any Other (Trusts, HUF, LLPs and Clearing Members	16,94,913	0.38
	Sub-Total (B)(2)	15,37,82,019	34.17
	Total Public Shareholding (B)=(B)(1)+(B)(2)	44,63,68,611	99.17
	TOTAL (A)+(B)	44,63,68,611	99.17
(C)	Non Promoter Non Public Shareholding
(a)	Shares held by Custodians and against which DRs have been issued	0	0.00
(b)	Employee Beneft Trust/ Employee Welfare Trust under SEBI (Share Based Employee Benefts and Sweat Equity )Regulatons, 2021	37,47,238	0.83
	Sub-Total (C)	37,47,238	0.83
	GRAND TOTAL (A)+(B)+(C)	45,01,15,849	100.00

Pursuant to the Scheme, there will be no change in the shareholding pattern of the Transferee Company.

13. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The Auditors of the Transferee Company and the Transferor Company, respectively, have confirmed that the accounting treatment specified in the said Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act.

14. VALUATION REPORT AND FAIRNESS OPINION

The Transferor Company and the Transferee Company has obtained a fair equity share exchange ratio report dated 26[th] April 2022 issued by SSPA & Co., Chartered Accountants (ICAI Firm Registration No. 128851W) (Registration No. IBBI/ RV-E/06/2020/126) ( “Share Exchange Ratio Report” ), including clarification(s) thereto, issued from time to time. A copy of the said Share Exchange Ratio Report including clarification(s) issued thereto are annexed hereto and marked as Annexure 5 .

A copy of the fairness opinion report dated 26[th] April 2022 issued by M/s SPA Capital Advisors Limited (Registration No. INM000010825), SEBI registered Merchant Banker, (“ Fairness Opinion ”) is annexed hereto and marked as Annexure 6 .

15. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

15.1 In terms of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and under SEBI Master Circular No. SEBI/HO/CFD/ DIL1/CIR/P/2021/0000000665 dated 23[rd] November 2021 (“ SEBI Master Circular ”), BSE and NSE, by their letters dated 6[th] January 2023, have communicated their observations on the Scheme to the Transferee Company. There are no adverse observations on the Scheme in the said letters issued by BSE and NSE. Copies of the said observation letters issued by BSE and NSE to the Transferee Company are annexed hereto and marked as Annexure 7A and Annexure 7B , respectively. Further, the Transferee Company has not received any complaint relating to the Scheme and “NIL” complaints report were filed by the Transferee Company with BSE and NSE in terms of the SEBI Master Circular, copies of which are annexed hereto and marked as Annexure 8A and Annexure 8B , respectively.
15.2 As per comments contained in the above observation letters, details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken against the Transferee Company, its promoters and directors, as submitted to the Tribunal, is annexed hereto and marked as Annexure 9 .
15.3 A copy of the Scheme has been filed by the Transferor Company and the Transferee Company with the jurisdictional Registrar of Companies.
15.4 The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

16. DISCLOSURE OF ADDITIONAL INFORMATION PURSUANT TO OBSERVATION LETTERS DATED 6[TH] JANUARY 2023 ISSUED BY BSE AND NSE

16.1 The Appointed Date of the Scheme means the opening of the business hours of 1[st] April 2022 or such other date as may be approved by the Hon’ble Tribunal. As far as value of assets and liabilities of the Transferor Company which are proposed to be taken over by the Transferee Company is concerned, the audited financial statement of the Transferor Company for the financial year ended as on 31[st] March 2022 is annexed hereto and marked as Annexure 10 . All the assets and liabilities of the Transferor Company, except for inter-company holdings and balances between the Transferor Company and the Transferee Company, will be transferred to the Transferee Company upon effectiveness of the Scheme.

16.2 In terms of Clause 21 of the Scheme, all costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing the Scheme and matters incidental thereto, (including stamp duty) shall be borne by the Transferor Company / as mutually decided amongst the Transferor Company and the Transferee Company. The shareholders of the Transferor Company namely Info Edge (India) Limited and Macritchie Investments Pte. Ltd and the Transferee Company, have entered into a cost sharing agreement, wherein, Info Edge (India) Limited and Macritchie Investments Pte. Ltd, have agreed to bear costs (stamp duty and taxes) arising out of or in carrying out and implementing the Scheme in the ratio of their shareholding in the Transferor Company. Further, Info Edge (India) Limited and Macritchie Investments Pte. Ltd have also agreed to indemnify the Transferee Company from any and all loss incurred or suffered by the Transferee Company, so far as such loss arise out of failure of Info Edge (India) Limited and Macritchie Investments Pte. Ltd failing to bear the said costs in the agreed proportion.
16.3 On 15[th] April 2021, the Board of Directors of the Transferor Company and the Transferee Company approved the Scheme of Amalgamation of the Transferor Company with the Transferee Company and their respective shareholders (“ Previous Scheme ”) and the consideration for the Previous Scheme was decided on the similar principle, wherein, same number of equity shares of the Transferee Company were proposed to be issued to the shareholders of the Transferor Company (i.e. Info Edge (India) Limited and Macritchie Investments Pte. Ltd), which the Transferor Company was holding in the Transferee Company. This Previous Scheme was approved at the time when the equity shares of the Transferee Company were not listed on BSE and NSE. The Previous Scheme was filed with the Hon’ble National Company Law Tribunal, Chandigarh Bench. However, during the pendency of the Previous Scheme, in the year 2021, the Transferee Company initiated the process of listing its equity shares on BSE and NSE pursuant to an Initial Public Offer (“ IPO ”) route. As per the regulatory regime governing the IPO process, the Previous Scheme had to attain finality prior to the filing of the Red Herring Prospectus with SEBI. Since, the regulatory process did not permit pursuing the Previous Scheme simultaneously with the IPO process, therefore, the Previous Scheme had to be withdrawn.

17. ABRDIGED PROSPECTUS

Abridged prospectus providing information pertaining to the unlisted entity i.e., Transferor Company involved in the scheme as per the format specified in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4 February 2022 is annexed hereto and marked as Annexure 11 .

18. INSPECTION OF DOCUMENTS

In addition to the documents annexed hereto, the electronic copy of following documents will be available for inspection in the investor section of the website of the Transferee Company at htps://www.pbfntech.in/:

18.1 Certified copy of the Tribunal Order;
18.2 Audited financial results of the Transferee Company for the quarter and year ended 31[st] March 2023;
18.3 Audited financial statements of the Transferor Company for the year ended 31[st] March 2023 (Approved by Board of Directors of the Transferor Company but are yet to be adopted by the shareholders of the Transferor Company);
18.4 Audited financial statements of the Transferor Company for the year ended 31[st] March 2022;
18.5 Memorandum and Articles of Association of the Transferee Company and the Transferor Company;
18.6 Copy of the Scheme;

18.7 Certificate issued by M/s. Beeline Capital Advisors Private Limited , SEBI Registered Merchant Banker, certifying the accuracy and adequacy of disclosures made in Annexure 11;
18.8 Certificate of the Statutory Auditor of the Transferee Company and the Transferor Company, respectively, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and applicable accounting standards; and
18.9 All other documents displayed on the Transferee Company’s website in terms of the SEBI Master Circular, including Report of the Audit Committee of the Transferee Company.

Based on the above and considering the rationale of the Scheme, the Board of Directors of the Transferee Company recommend the Scheme for approval of the Equity Shareholders.

The Directors and KMPs, as applicable, of the Transferee Company and of the Transferor Company, and their relatives do not have any concern or interest, financially or otherwise, in the Scheme except as shareholders in general.

Place: Mohali Date: 31[st] July 2023

Sd/Dr. Surekha Thukral Chairperson appointed by Tribunal for the Meeting

Registered Office:

Plot No. 119, Sector-44, Gurugram - 122 001, Haryana CIN: L51909HR2008PLC037998 Website: htps://www.pbfntech.in/ E-mail: [email protected] Phone: 0124-4562907 Fax: 0124-4562907

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Submitted to

PB FINTECH LIMITED AND MAKESENSE TECHNOLOGIES LIMITED

FAIRNESS OPINION

On valuation report provided by

SSPA & Co. Chartered Accountants

On

Scheme of Amalgamation of

MAKESENSE TECHNOLOGIES LIMITED (TRANSFEROR COMPANY)

With

PB FINTECH LIMITED

( TRANSFEREE COMPANY )

M/s SPA CAPITAL ADVISORS LTD.

25, C-Block, Community Centre,

Janak Puri, New Delhi.

Tel: 011-45675585/011-45675558

Fax: 25572763

Website: www.spacapital.com

“Everything we hear is an opinion , not a fact. Everything we see is a perspective, not the truth. ”

April 26, 2022

Fairness Opinion on Valuation report of SSPA & Co. Chartered Accountants, By: SPA Capital Advisors Limited

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The Audit Committee, PB Fintech Limited Plot No. 119, Sector 44, Gurugram – 122 001, Haryana

The Board of Directors, Makesense Technologies Limited Plot No. 123, Sector 44, Gurugram – 122 001, Haryana

RE: Fairness Opinion on Valuation Report provided by SSPA & Co. Chartered Accountants for the proposed amalgamation of Makesense Technologies Limited (‘MTL’) with PB Fintech Limited (‘PBFL’)

PURPOSE

We have been engaged to give fairness opinion on the valuation report provided by

We have been engaged to give fairness opinion on the report provided by SSPA & Co. Chartered Accountants dated, April 26, 2022, for the purpose of proposed amalgamation of MTL, having its registered office at Plot No. 123, Sector-44, Gurugram- 122001, Haryana, India, with PBFL, having its registered office at Plot No. 119, Sector-44, Gurugram-122001, India, u/s Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The fairness opinion report is required to be submitted to the stock exchanges to facilitate compliance with Regulation 11 and Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time.

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BACKGROUND

PB Fintech Limited (Transferee Company):

PB Fintech Limited (‘PBFL’), was incorporated on June 04,2008 as Etechaces Marketing and Consulting Private Limited'. The name was subsequently changed to PB Fintech Private Limited on September 18, 2020,to emphasise the nature of the fintech business and subsequently converted to a public limited company on June 30, 2021. PBFL owns the brands Policybazaar and Paisabazaar. The Policybazaar and Paisabazaar platform offerings address the large and highly underpenetrated online insurance and lending markets. These brands provides convenient access to insurance, credit and other financial products and aims to create awareness amongst lndian households about the financial impact of death, disease and damage.

The equity shares of PBFL are listed on BSE limited and the National Stock Exchange of lndia Limited.

Share capital: The share capital structure of the Transferee Company as on 31 December 2021 is as follows:

Particulars	Amount in INR
Authorised Share Capital
49,05,00,000 equityshares of INR 2 each	98,10,00,000
9,50,000 compulsorily convertible preference shares of INR 20 each	1,90,00,000
Total	100,00,00,000
Issued, Subscribed and Paid up Share Capital
44,94,99,806 equityshares of INR 2 each	82,24,69,000
Total	82,24,69,000

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Makesense Technologies Limited (Transferor Company):

MTL was incorporated on September 21, 2010. MTL holds 5,98,90,000 equity shares (~13.32%) in PBFL of face value INR 2 each as on date. MTL is a joint venture between Info Edge (India) Limited and MacRitchie Investments Pte. Ltd.

Share capital: The share capital structure of the Transferor Company as on 31 December 2021 is as follows:

Particulars	Amount in INR
Authorised Share Capital
2,55,00,000 equity shares of INR 10 each	25,50,00,000
30,00,000preference shares of INR 100 each	30,00,00,000
Total	55,50,00,000
Issued, Subscribed and Paid up Share Capital
12,16,500 equityshares of INR 10 each	1,21,65,000
Total	1,21,65,000

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TRANSACTION

We understand that this transaction involves amalgamation of MTL into PBFL pursuant to a Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

INFORMATION RELIED UPON

We have prepared the Fairness Opinion Report on the basis of the information provided to us and inter-alia the following:

i) Draft Scheme of Amalgamation; and
ii) Valuation Report dated April 26, 2022, issued by SSPA & Co. Chartered Accountants.
iii) Standalone audited financial statements of MTL for the 9 months period ended December 31, 2021.
iv) Other information as provided by the management of ‘PBFL’ and ‘MTL’ and its representatives.

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VALUATION APPROACHES USED BY SSPA & Co. Chartered Accountants

As per the Valuation Report issued by SSPA & Co. Chartered Accountants;

"MTL as on the date of this report holds 5,98,90,000 equity shares of face value of INR 2 each fully paid-up of PBFL. Upon the effective date, pursuant to amalgamation of MTL with PBFL, the entire shareholding of MTL in PBFL will be cancelled and the shareholders of MTL would be issued same number of fully paid-up equity shares of PBFL, which they own indirectly through their holding in MTL as on the effective date. Pursuant to the amalgamation, there would be no change in the paid-up share capital of PBFL. As mentioned above, post-amalgamation the shareholders of MTL will hold the same number of shares as MTL holds in PBFL. Consequently, there is no impact on the shareholding pattern of other shareholders of PBFL and therefore no valuation of PBFL and MTL is required.

Upon the Scheme becoming effective, there is no additional consideration being discharged under the Scheme except same number of shares of PBFL being issued to the shareholders of MTL in lieu of shares held by MTL in PBFL respectively (which will get cancelled). Thus, for every fresh issue of share of PBFL to the shareholders of MTL, there is a corresponding cancellation of an existing PBFL share as held by MTL. Also, there would be no change in the aggregate shareholding of other shareholders in PBFL and it shall not affect the interest of other shareholders of PBFL”

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On the basis of the Draft Scheme of Amalgamation and Valuation report issued by CONCLUSION

SSPA & Co. Chartered Accountants, and subject to the contents of this document, our

work as described herein, to the best of our knowledge and belief, we are of the opinion that, as of the date hereof, the Share Exchange Ratio, as recommended by the Valuer, is fair in relation to the proposed Draft Scheme of Amalgamation.

Disclaimer: The Final Report has been prepared for the internal and exclusive use of the Board of Directors of ‘MTL’ and ‘PBFL’ (the “Board of Directors”) in support of the decisions to be taken by them. Therefore, the Final Report may not be disclosed, in whole or in part, to any third party or used for any purpose whatsoever other than those indicated in the Engagement and in the Final Report itself, provided that the Final Report may be transmitted to the experts appointed in compliance with the law and its content may be disclosed publicly where required by regulations of the Indian authorities. Any other use, in whole or in part, of the Final Report will have to be previously agreed and authorized in writing by SPA Capital Advisors Limited (SPA). In preparing the Final Report, SPA has relied upon and assumed, without independent verification, the truthfulness, accuracy and completeness of the information and the financial data provided by ‘MTL’ and ‘PBFL’. SPA has therefore relied upon all specific information as received and declines any responsibility should the results presented be affected by the lack of completeness or truthfulness of such information. Publicly available information deemed relevant for the purpose of the analyses contained in the Final Report has also been used. Therefore the Final Report is based on: (i) our interpretation of the information which ‘MTL’ and ‘PBFL’, as well as their representatives and advisers, have supplied to us to date; (ii) our understanding of the terms upon which ‘MTL’ and ‘PBFL’ intends to consummate the Transaction (iii) the assumption that the Transaction will be consummated in accordance with the expected terms and within the expected time periods. The Final Report and the Opinion concern exclusively for the purpose of proposed amalgamation and do not constitute an opinion by SPA as to the absolute value of the shares of ‘MTL’ and ‘PBFL’.

For SPA Capital Advisors Limited

SEBI Regn. No.: INM 000010825)

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(Khushboo Tanwar) (Anish Kumar) Vice President Vice President

Fairness Opinion on Valuation report of SSPA & Co. Chartered Accountants, By: SPA Capital Advisors Limited 7 | P a g e

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DCS/AMAL/MJ/IP/2624/2022-23

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“E-Letter”

January 06, 2023

The Company Secretary, PB Fintech Ltd.

Plot No. 119, Sector 44, Gugaon, Haryana-122001.

Dear Sir,

Sub: Observation Letter regarding the Scheme of Amalgamation of Makesense Technologies Limited with PB Fintech Limited and their respective Shareholders.

We are in receipt of the Scheme of Amalgamation filed by PB Fintech Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated January 05, 2023, has inter alia given the following comment(s) on the Scheme of Amalgamation:

a) “Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and Shareholders, while seeking approval of the scheme.”
b) “Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.”
c) “Company shall ensure compliance with the SEBI Circulars issued from time to time.”
d) “The entities involved in the scheme shall duly comply with various provisions of the Circular.”
e) “Company is advised that the information pertaining to all the Unlisted Companies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”
f) “Company shall ensure that the Transferee Company discloses the value of assets and liabilities that are being transferred to PBFL, details of agreement entered into between PBFL and shareholders of MTL and reasons for withdrawing previous scheme of arrangement between PBFL and MTL as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking their approval u/s 230 to 232 of the Companies Act, 2013.
g) “Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”
h) “Company is advised that the details of the proposed Scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.”
i) “Company is advised that the proposed Equity Shares to be issued in terms of the ‘Scheme’ shall mandatorily be in demat form only.”

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j) “Company shall ensure that the ‘Scheme’ shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.”
k) “Company to ensure that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”
l) “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon'ble NCLT and the Company obliged to bring the observations to the notice of Hon'ble NCLT.”
m) “Company is advised to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”
n) “It is to be noted that the petitions are filed by the Company before Hon'ble NCLT after processing and communication of comments/observations on draft Scheme by SEBI/Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

i. To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
ii. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
iii. To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements. Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

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In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully, Sd/- Prasad Bhide Senior Manager

Sd/- Mahek Jaju Assistant Manager

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BSE - INTERNAL

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Ref: NSE/LIST/31102

January 06, 2023

The Company Secretary PB Fintech Limited Plot No. 119, Sector 44, Gugaon, Haryana, 122001.

Kind Attn.: Mr. Bhasker Joshi

Dear Sir,

Sub: Observation Letter for Draft Scheme of Amalgamation of Makesense Technologies Limited (“Transferor Company”) with PB Fintech Limited (“Transferee Company”) and their respective Shareholders.

We are in receipt of Draft Scheme of Amalgamation of Makesense Technologies Limited (“Transferor Company”) with PB Fintech Limited (“Transferee Company”) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 vide application dated May 18, 2022.

Based on our letter reference no. NSE/LIST/31102_I dated October 03, 2022, submitted to SEBI and pursuant to SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 and Regulation 94(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated January 05, 2023 has inter alia given the following comment(s) on the draft scheme of amalgamation:

a. Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the listed Company and the Stock Exchanges.
c. The entities involved in the scheme shall duly comply with various provisions of the Circular.
d. Company shall ensure that information pertaining to all the unlisted Companies involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
e. The Transferee Company shall ensure to disclose the value of details of assets & liabilities that are being transferred to PBFL, Details of agreement entered into between PBFL and Shareholders of MTL and reasons for withdrawing previous Scheme of arrangement between PBFL and MTL, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013.
f. Company shall ensure that the financials in the scheme including financials considered for valuation This Document is Digitally Signed report are not for period more than 6 months old.

Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jan 6, 2023 15:08:41 IST Location: NSE

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Continuation Sheet

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g. Company shall ensure that the details of the proposed Scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.
h. Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only
i. Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
j. Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.
k. Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
l. Company shall comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.
m. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from January 06, 2023, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned This Document is Digitally Signed departments for approval, if any.

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jan 6, 2023 15:08:41 IST Location: NSE

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Continuation Sheet

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The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jan 6, 2023 15:08:41 IST Location: NSE

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DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED AND ALL OTHER ENFORCEMENT ACTION TAKEN AGAINST THE APPLICANT COMPANY 2 / TRANSFEREE COMPANY-PB FINTECH LIMITED, ITS PROMOTERS AND DIRECTORS

A notice under Section 148 of the Income Tax Act, 1961 (“Act”) was received by PB Fintech Limited for the assessment year 2015-16. In the aforesaid notice the Assessing Officer (“AO”) had stated that he had reasons to believe income of ₹1,189.51 million on account of share capital including share premium received during the relevant year has escaped assessment. In response to the aforesaid notice, the Company filed its objection to the re-opening of the case and while disposing the objections, the AO shared the report of DDIT (I&CI) in which it was mentioned the transaction of share premium during the year is considered explained. Aggrieved by the actions of the Income tax department, the Company filed an appeal before the Punjab and Haryana High Court (“PHHC”) on February 24, 2022. Stay has been provided by the PHHC and the matter is currently pending.
An order dated March 16, 2023 was passed u/s 250 of the Income Tax Act, 1961 (“Act”) by the CIT (Appeals) for assessment year 2016-17 for PB Fintech Limited “the company”. CIT (Appeals) in its order has confirmed the additions u/s 68 done by the Ld. AO stating that the Company has failed to prove the genuineness of the transactions and creditworthiness of the resident investor(other than venture capitalist) and also has made additions u/s 56(2)(viib) being monies as share premium received from venture capital funds in excess of NAV or any other value to calculated by the Ld. AO [while giving effect to the order passed by CIT(A)] by stating that our company is not venture capital undertaking which is prerequisite condition for non-applicability of section 56(2)(viib) of the Act. Further, the CIT (Appeals) has allowed relief to company by deleting the addition done by Ld. AO of ESOP expenses and also allowing the setoff of losses against the aforesaid additions. The company has not yet received the notice of demand as the appeal effect is pending. Aggrieved by the outcome of CIT (Appeal) order, the company shall file an appeal before the Income Tax Appellant Tribunal (ITAT) against the order of CIT (Appeal).
Directorate General of Goods and Services Tax Intelligence (DGGI) Mumbai is investigating PB Fintech Limited and its subsidiary companies i.e Policybazaar Insurance Brokers Private Limited, Paisabazaar Marketing and Consulting Private Limited for verification of GST input claim by them and in pursuant to this DGGI is issuing summons to their vendors for providing the proof of services rendered by them to insurance companies. Various summons were issued and the Company have complied to it timely.
Priyank Singh vs. Yashish Dahiya, Alok Bansal, Sarbvir Singh and Sharat Dhall: The complainant alleged that his policy has been wrongly issued with only Petrol fuel type and when he came to know the same, he requested the insurance company to add CNG in the fuel type. The complainant alleged that even after the inspection of the vehicle and submitting all the relevant documents his request was rejected by the insurance company on hyper-technical grounds. The case is listed for the Complainant’s Evidence before the Consumer District Redressal Forum, Lucknow on July 22, 2023.
Mr. Kaushik Dutta, has been arrayed as a defendant in a civil suit for damages, along with 127 others, filed by Satyam Computers Services Ltd. (“Plaintiff”) in 2012 before the City Civil Court at Hyderabad. The civil suit has been filed against the erstwhile management of the Plaintiff, certain chartered accountancy firms, and the partners/directors of such chartered accountancy firms, including Mr. Kaushik Dutta (as he then was) and others, alleging, inter alia, breach of fiduciary, statutory and contractual obligations by the chartered accountancy firms in carrying out

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the audit of the Plaintiff. The Plaintiff has prayed for a direction to the defendants to pay Rs. 2,758.48 million, interest at the rate of 18% per annum on the said amount, along with exemplary and punitive damages to Plaintiff. Mr. Kaushik Dutta has filed a written statement denying the allegations of the Plaintiff. The matter is currently pending.

Ms. VeenaVikas Mankar received a notice in 2021 u/s 148 the Income Tax Act, 1961 (“Act”) for Assessment Year 2017-18 where in information was sought on 7 different points. Ms. VeenaVikas Mankar had contested the legality of the notice. However, in 2022, the Hon’ble Supreme Court of India passed a judgement in a similar case which confirmed the validity of these notices. Subsequent to which, she has submitted the information required with the department. The department passed an order u/s 148A(d) dropping 5 of the 7 points specified in the notice. There are only 2 points in dispute for which she has already submitted her contention on 7th February 2023. The response from the department is awaited.
Ms. Veena Vikas Mankar have filed a case in the Mumbai High Court contesting the Employees Provident Fund Organisation’s claim. The order dated 22[nd] September, 2021 was passed by the Court granting ad interim reliefs, which was to continue till the next date of hearing i.e 20th October, 2021. The court modified the order dated 20[th] October 2021 to reflect extension of the interim reliefs. This matter was scheduled to be listed next on 01[st] December 2021. On the above mentioned date it was not listed, and has not been listed since.

Notes:

Apart from the details given above, the Company and Directors may be involved in various legal proceedings from time to time arising in the ordinary course of business. These proceedings notices may be in the nature of notices for tax/duty disputes labour disputes, third party claims, writ petitions, civil suit, arbitration proceedings including counter claims, complaints pursuant to Section 138 of the Negotiable Instruments Act, 1881, complaints disputes related to supplier dues etc., pending before various adjudicating forums. Further, in terms of the Company’s ‘Policy on Determination of Materiality for Disclosure of Events or Information’ framed in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no outstanding litigation that has not been disclosed to the Stock Exchanges. Also, based on said policy, there is no pending matter against the Company or its Directors, which if result in an adverse outcome may materially and adversely affect the Company’s operations or its financial position, or affect the positions of Directors of the Company, as the case may be.
The above mentioned details of ongoing adjudication and recovery proceedings prosecution initiated and all other enforcement action taken if any against the Company and Directors are provided as on 31[st] March 2023.

For PB Fintech Limited

Bhasker Digitally signed by Bhasker Joshi Joshi Date: 2023.04.13 19:43:12 +05'30' Bhasker Joshi Company Secretary & Compliance Officer

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This is an abridged prospectus containing the information pertaining to the unlisted company, Makesense Technologies Limited (“ MTL ”), involved in the Scheme of Amalgamation of Makesense Technologies Limited (the “ Transferor Company ” or the “ Company ”) with PB Fintech Limited (the “ Transferee Company ” or “ PBFL ”) and their respective shareholders (“ Scheme of Amalgamation ”), in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 4, 2022 in accordance with SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023. This abridged prospectus should be read together with the Scheme of Amalgamation.

THIS ABRIDGED PROSPECTUS CONTAINS 08 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

You may download the Scheme of Amalgamation from the website of PB Fintech Limited and the stock exchanges where the equity shares of PB Fintech Limited are listed i.e. www.nseindia.com; and www.bseindia.com.

(Capitalised terms not defined herein shall have the meanings ascribed to them under the Scheme of Amalgamation)

MAKESENSE TECHNOLOGIES LIMITED

CIN: U74999HR2010PLC092002, Date of Incorporation : September 21, 2010

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----- Start of picture text -----

Registered office Corporate office Contact person E-mail and Telephone Website
Plot No. 123, Sector- Not applicable Chintan Thakkar, E-mail: [email protected] Not applicable
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Registered office Plot No. 123, Sector-	Corporate office Not applicable	Contact person Chintan Thakkar,	E-mail and Telephone E-mail: [email protected]	Website Not applicable
44, Gurugram,		Non-Executive	Telephone: +91-120-4841100
Haryana - 122 001		Director	(2031)

NAME OF PROMOTER OF THE TRANSFEROR COMPANY: INFO EDGE (INDIA) LIMITED*

* Info Edge (India) Limited is the promoter of the Transferor Company as on the date of this Abridged Prospectus. Upon coming into effect of the Scheme of Amalgamation, the Transferor Company will cease to exist as it will be amalgamated with and into PBFL.

Details of Offer to Public

Type of Issue (Fresh/ OFS/ Fresh & OFS) Fresh Issue Size (by no. of shares or by amount in Rs) OFS Size (by no. of shares or by amount in Rs) Total Issue Size (by no. of shares or by amount in Rs) Issue Under 6(1)/ 6(2)
	Share Reservation


	QIB NII RII

Not applicable

OFS: Offer for Sale

DETAILS OF THE SCHEME OF AMALGAMATION AND LISTING

DETAILS OF THE SCHEME OF AMALGAMATION

Scheme of Amalgamation of Makesense Technologies Limited (the “ Transferor Company ”) with PB Fintech Limited (the “ Transferee Company ”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the “Act ”) (hereinafter referred to as the “Scheme” / “Scheme of Amalgamation”) is proposed

The Scheme provides for (i) amalgamation of the Transferor Company with the Transferee Company; (ii) cancellation of equity shares of Transferee Company to the extent held by Transferor Company; and (iii) allotment of equity shares of the Transferee Company to the shareholders of the Transferor Company in the proportion of equity shares held by them in the Transferor Company.

The Appointed Date of the Scheme means the opening of the business hours of 1 April 2022 or such other date as may be approved by the Hon’ble National Company Law Tribunal, Chandigarh Bench. The Effective Date of the Scheme means the last of the dates on which the conditions specified in Clause 20 of this Scheme are complied with or are waived by the Board of Directors of the Transferor Company and the Transferee Company.

The Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date.

Rationale for the Scheme:

(i) The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and will result in the following benefits:

(a) streamlining of the corporate structure;

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(b) pooling of resources of the Transferor Company with the resources of the Transferee Company;

(c) significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company; (d) rationalisation of costs, time and efforts by eliminating multiple record keeping, administrative functions and consolidation of financials through legal entity rationalisation; and

(e) reduction of administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.

(ii) The Scheme is in the best interests of the shareholders, employees and the creditors of the Transferor Company and the Transferee Company.

Consideration for the amalgamation of the Transferor Company under the Scheme:

In consideration for the amalgamation of the Transferor Company, the Transferee Company shall issue and allot its equity shares on proportionate basis to shareholders of the Transferor Company as on the Effective Date, in the manner given below:

“5,98,90,000 equity shares of INR 2 each fully paid up of the Transferee Company in the proportion of the number of equity shares held by the shareholders in the Transferor Company”

Further, upon the Scheme of Amalgamation becoming effective, all equity shares held by the Transferor Company in the share capital of the Transferee Company (held either directly or through its nominees) shall stand cancelled.

LISTING

The equity shares of the Transferor Company are not listed on any recognised stock exchanges. The equity shares of the Transferee Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”).

The equity shares of the Transferee Company, issued as consideration to the shareholders of the Transferor Company, are proposed to be listed on BSE and NSE.

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders ( upto a maximum of 10 selling shareholders )

Name	Type No of Shares offered/ Amount in ₹ WACA in ₹ per Equity Name Type	No. of Shares offered/ Amount in ₹ WACA in ₹ per Equity
	Not applicable

P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis

Price Band, Minimum Bid Lot & Indicative Timelines Price Band Minimum Bid Lot Size Bid/Offer Open On Bid/Closes Open On Not applicable* Finalisation of Basis of Allotment Initiation of Refunds Credit of Equity Shares to Demat accounts of Allottees Commencement of trading of Equity Shares

For details of price band and basis of offer price , please refer to price band advertisement and page xx of RHP- Not applicable*

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP- Not applicable

	Weighted Average Cost of Acquisition (in ₹) Upper End of the Price Band is ‘X’ times the WACA Range of acquisition price Lowest Price- Highest Price (in ₹)
Period

Trailing Eighteen Month from	Not applicable
the date of RHP

WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months from the date of RHP

RISKS IN RELATION TO THE FIRST OFFER

The face value of the Equity Shares is 2. The Floor Price, Cap Price and Offer Price determined by our Company and the Selling

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Shareholders, in consultation with the BRLM’s, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated und er “Basis for Offer Price” on page xx should not be considered to be indicative of the market price of the Equity Shares after listing. No assurance can be given regarding frequency of trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing- Not applicable

GENERAL RISKS

Investment in equity & equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the Scheme of Amalgamation or Abridged Prospectus.

Transferor Company would be amalgamated with and into the Transferee Company. Specified attention of the investors is invited to the section titled “Internal Risk Factors” on page 07 of this Abridged Prospectus.

PROCEDURE

The procedure with respect to public issue/ offer would not be applicable as this issue is only to the shareholders of the Transferor Company, pursuant to the Scheme of Amalgamation, without any cash consideration. Hence, the procedure with respect to a General Information Document is not applicable

PRICE INFORMATION OF BRLM’s*

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Issue Name +/- % change in closing +/- % change in closing +/- % change in closing
Name of price, (+/- % change in price, (+/- % change in price, (+/- % change in
Merchant closing benchmark)- closing benchmark)- closing benchmark) -
Banker 30th calendar days 90th calendar days from 180th calendar days
from listing listing from listing
Not applicable
BEELINE CAPITAL ADVISORS PRIVATE LIMITED
SEBI Registration Number: INM000012917
Address: 807, Phoenix, Opp. Girish Cold Drinks, Near Vijay Cross Roads,
Navrangpura, Ahmedabad -380009, Gujarat.
Telephone Number: 079 4840 5357
Email Id: [email protected]
Investors Grievance Id: [email protected]
Name of Merchant Banker and contact details Website: www.beelinemb.com
(telephone and email id) of each Contact Person: Mr. Nikhil Shah
BRLM/Merchant Banker CIN: U67190GJ2020PTC114322
Name of Syndicate Members Not applicable
In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included- Not applicable
Kishan Seth & Associates
Address: A-4, 4 [th] Floor, East Krishna Nagar, Delhi – 110 051
Telephone No: +91 98994 53803
Email Id: [email protected], [email protected]
Website: Not Applicable
Contact Person: CA Kishan Seth
Membership No: 535111
Firm Registration No. 038012N
Name of Statutory Auditor
Name of Registrar to the Issue and contact Not Applicable
details (telephone and email id)
Name of Credit Rating Agency and the rating
or grading obtained, if any
Name of Debenture trustee, if any.
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168

Self-Certified Syndicate Banks Non Syndicate Registered Brokers Details regarding website address(es)/ link(s) from which the investor can obtain list of registrat to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable)

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PROMOTER OF THE ISSUER COMPANY
Sr. No. Name Individual/Corporate Experience & Educational Qualification
1. Info Edge (India) Corporate Experience: Info Edge (India) Limited (“ IEIL ”) was
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PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY
Sr. No. Name Individual/Corporate Experience & Educational Qualification
1.	Info Edge (India)	Corporate	Experience:Info Edge (India) Limited (“IEIL”) was
	Limited		incorporated on May 1, 1995, as a private limited
			company under the Companies Act, 1956. It was
			converted into a public company on April 27, 2006. The
			equity shares of IEIL are listed on BSE and NSE. Its
			corporate identity number is L74899DL1995PLC068021
			and its registered office is situated at Ground Floor, 12A,
			94, Meghdoot, Nehru Place, New Delhi – 110019.

			IEIL is primarily in the business of operating multiple
			internet-based services through its various web portals
			and mobile applications. It currently operates in four
			service verticals – (a) in recruitment solutions through its
			brands naukri.com, iimjobs.com, hirist.com,
			ambitionbox.com, bigshyft.com, jobhai.com; (b) in real
			estate services through its brand 99acres.com; (c) in
			matrimonial services through its brand jeevansaathi.com;
			and (d) in education services through its brand
			shiksha.com.

			EducationalQualification:Not applicable

Details of promoter/s should not exceed 500 words while explaining their experience and educational qualifications

BUSINESS OVERVIEW AND STRATEGY

Company Overview : The Transferor Company was incorporated on September 21, 2010, as a private company under the Companies Act, 1956. The Transferor Company was converted into a public company on March 26, 2015.

Product/Service Offering : The Transferor Company was incorporated to carry out the following main objects:

To carry on the business of providing services and solutions in relation to placement consultancy, personnel recruitment, staffing, professional hiring, high skilled executive search payroll consultancy, head hunting, management training, post recruitment services, human financial matters, management consultancy, human technical matters, temporary staffing and other related services, to all kinds of persons, firms or organizations, either society or on behalf of such persons, firms or organizations, whether in India or overseas in all categories of manpower requirements.
To develop, possess, buy, sell and market certain technological solutions in area of placement consultancy including technologies like development and marketing of a recruitment framework software to aid in searching for candidates, job openings, arranging, screening and filtering of data in curriculum vitae/ resume of candidates and to carry out all acts so as to effectively find the right person for the right job in the shortest possible time frame.

Revenue segmentation by product/service offering : Not applicable – There are no different revenue segments of the Transferor Company.

Geographies Served : Not applicable

Revenue segmentation by geographies : Not applicable

Key Performance Indicators : The Transferor Company does not publish any key performance indicators other than financial information as stated in its audited financial statements.

Client Profile or Industries Served : Not applicable

Revenue segmentation in terms of top 5/10 clients or Industries : Not applicable

Intellectual Property, if any : Not applicable

169

Market Share : Not applicable

Manufacturing plant, if any : Not applicable

Employee Strength : 0

Note:

(1) The quantitative statements shall be substantiated with Key Performance Indicators (KPIs) and other quantitative factors. (2) No qualitative statements shall be made which cannot be substantiated with KPIs. (3) Information provided in the table should not exceed 1000 words.

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BOARD OF DIRECTORS
Designation (Independent
Experience & Educational
Sr. No. Name / Whole time / Executive / Other Directorships
Qualification
Nominee)
1 Sanjeev Bikhchandani Non-Executive Director He holds a bachelor’s degree of i. Info Edge (India) Limited;
(DIN: 00065640) arts in economics from the ii. Zomato Limited;
University of Delhi and a post iii. Allcheckdeals India
graduate diploma in management Private Limited;
from the Indian Institute of iv. Calangute Advisory
Management, Ahmedabad. He is Services Private Limited;
the founder and an executive v. CIIE Initiatives;
director on the board of directors vi. International Foundation
of IEIL. His work experience for Research and
includes advertising position at Education;
Lintas India Limited, a marketing vii. Jeevansathi Internet
position at HMM Limited (now Services Private Limited;
known as Glaxo SmithKline), and viii. Naukri Internet Services
a senior management position at Limited;
CMYK Printech Private Limited ix. Redstart Labs (India)
(owner of The Pioneer Limited;
newspaper). x. Startup Internet Services
Limited; and
xi. Startup Investments
(Holding) Limited
xii. Government
Emarketplace
xiii. Smartweb Internet
Services Limited
2 Chintan Arvind Thakkar Non-Executive Director Mr. Thakkar is a Chartered i. Info (Edge) India Limited;
(DIN: 00678173) Accountant by profession and has ii. Allcheckdeals India
around 30 years of experience in Private Limited;
finance, consulting, and iii. Diphda Internet Services
operations. His experience Limited;
includes creating innovative iv. Jeevansathi Internet
business models, joint ventures, Services Private Limited;
structuring of transactions, v. Newinc Internet Services
merger and acquisition Private Limited;
integration, fund raising, capital vi. Smartweb Internet
structuring, licensing models and Services Limited;
large deals ranging from software vii. Startup Internet Services
licenses to real estate. He is Limited; and
currently the chief financial viii. Startup Investments
officer of IEIL and was associated (Holding) Limited.
with Computer Associates prior
to joining IEIL.
3 Mohit Naresh Bhandari Nominee Director He holds a bachelor’s degree in i. Indiaideas Com Limited;
(DIN: 02528942) computer engineering from ii. Open Financial
Vivekanand Education Society’s Technologies Private
Institute of Technology, Mumbai Limited; and
and a post-graduate degree in iii. Temasek Holdings
business administration from Advisors India Private
Indian Institute of Management, Limited.
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170

			Calcutta.

			He joined Temasek Holdings
			Advisors India Private Limited
			(“Temasek”) in 2008 and is
			currently the managing director at
			Temasek’s investment team
			based in India.

			With around 15 years of
			investment experience, he
			currently co-manages the
			investment activities of
			Temasek’s Indian team and
			serves on the board of Indiaideas
			Com Limited (BillDesk), and
			Open Financial Technologies
			Private Limited. Prior to joining
			Temasek, he was associated with
			investment banking at Merrill
			Lynch,Mumbai,for 8years.
OBJECTS OF THE ISSUE

Details of means of finance – Not applicable

The fund requirements for each of the objects of the Issue are stated as follows: (₹ in crores)

Sr. No. Objects of the Issue Total estimate Amount Amount to be financed from	Estimated Net Proceeds
	Utilization
cost Deployed till Net Proceeds	Fiscal 20_ Fiscal 20_
Not applicable

Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issue, if any, of the Transferor Company in the preceding 10 years.- Not applicable

Name of monitoring agency, if any- Not applicable

Terms of Issuance of Convertible Security, if any

Convertible securities being offered by the Company Face Value / Issue Price per Convertible securities Issue Size Interest on Convertible Securities Not applicable Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD

Shareholding Pattern:


Sr. No.	Particulars	Pre Issue number of shares	% Holding of Pre issue

1.	Promoter and Promoter Group	608,305	50.01%
2.	Public	608,195	49.99%
	Total	1,216,500	100.00%

Number/amount of equity shares proposed to be sold by selling shareholders, if any- Not applicable

171

CONSOLIDATED AUDITED FINANCIALS

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For the year ended For the year
For the year ended For the year ended
Particulars March 31, 2023 ended March 31,
March 31, 2022 March 31, 2021
(Note A) 2020
Total income from operations (Net) [1] Nil Nil Nil Nil
Net Profit/ (Loss) before tax and (322) 54,629,776 690,131 740,638
extraordinary items [2 ] (in ₹ ‘000)
Net Profit/ (Loss) after tax and extraordinary (386) 48,284,875 690,020 740,521
items (in ₹ ‘000)
Equity Share Capital (in ₹ ‘000) 12,165 12,165 12,165 12,165
Reserves and Surplus (in ₹ ‘000) 34,253,285 37,133,666 4,064,337 3,378,643
Net worth (in ₹ ‘000) 34,265,450 37,145,831 4,076,502 3,390,808
Basic earnings per share (in ₹) [3] (0.32) 39,691.64 567.22 608.73
Diluted earnings per share (₹) [3] (0.32) 39,691.64 567.22 608.73
Return on net worth (in %) [4] (0.0011) 129.99 16.93 21.84
Net asset value per share (in ₹) [5] 28,167.24 30,535.00 3,351.01 2,787.35
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Note A - Transferor Company is not required to prepare the consolidated financial statements for the year ended March 31, 2023. We have provided the information basis standalone financial statement for the year ended March 31, 2023 (approved by the Board of Directors of the Transferor Company but are yet to be adopted by the shareholders of the Transferor Company).

1Total income from operations (Net) excludes the amount of other income as mentioned in the financial statements of the Transferor Company.

2Profit before tax and extraordinary items includes the amount of exceptional items.

3Basic and Diluted earnings per share are calculated after considering the exceptional items.

4Return on net worth % has been calculated by applying the following formula: Net Profit/ (Loss) after tax and extraordinary items divided by Net worth and multiplied by 100.

5Net asset value per share has been calculated by applying the following formula: sum of the balance of Equity Share Capital & Reserves and Surplus divided by number of outstanding equity shares.

INTERNAL RISK FACTORS

The below mentioned risks are top 5 risk factors as per the Abridged Prospectus:

The Transferor Company has not generated revenue for operations for the past three fiscals i.e. March 31, 2023, March 31, 2022 and March 31, 2021. Any reduction in other income of the Transferor Company or inability to raise capital from the existing or future shareholders of the Transferor Company can adversely affect the cash flows and future prospects of the Transferor Company.
The Transferor Company has negative cash flows from operating activities for the past three fiscals i.e. March 31, 2023, March 31, 2022 and March 31, 2021. Such negative cash flows from operating activities can adversely affect the cash position and reputation of the Transferor Company.
The Transferor Company is vulnerable to volatility in the interest rates as currently, the Transferor Company generates its entire income from fixed deposits. Any adverse change in the interest rates for fixed deposits can lead to reduction in the cash flows and future prospects of the Transferor Company.
The Transferor Company is a jointly held by Info Edge (India) Limited and MacRitchie Investments Pte. Ltd. Any dispute or stalemate between the joint venture partners can lead to delay in decision making in the Transferor Company which can adversely affect the business, reputation and future prospects of the Transferor Company.
Any non-compliance with the regulatory and statutory laws of India may lead to penalties and fines which can adversely affect the cash position of the Transferor Company.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the Transferor Company and amount involved

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Name of Entity Disciplinary actions
Aggregate
Statutory or by the SEBI or Material
Criminal Tax amount
Regulatory Stock Exchanges Civil
Proceedings Proceedings involved (Rs
Proceedings against our Litigations
in crores)
Promoters
Transferor Company Not applicable
By the Transferor Company Nil Nil Nil Nil Nil
Against the Transferor Company Nil Nil Nil Nil Nil
Directors
By our Directors Nil Nil Nil Nil Nil
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172

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Against the Directors Nil Nil Nil Nil Nil
Promoters
By Promoters Nil Nil Nil Nil Nil Nil
Against Promoters Nil 9 Nil Nil Nil 219.04
Subsidiaries Not applicable
By Subsidiaries Nil Nil Nil Nil Nil
Against Subsidiaries Nil Nil Nil Nil Nil
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B. Brief details of top 5 material outstanding litigations against the Transferor Company and amount involved:

Sr. No.	Particulars	Litigation filed by	Current status	Amount involved
		Nil

C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any (200 - 300 words limit in total):
During the financial year 2021-22, a penalty of ₹11,800 each, was imposed on Info Edge (India) Limited (“ IEIL ”) for alleged non-compliance with Regulation 44(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) by NSE and BSE (NSE and BSE together, the “ Stock Exchanges ”), respectively. The penalty was imposed for delay in submission of voting results of the shareholders’ meeting of IEIL held on April 12, 2021, to consider and approve the scheme of amalgamation of Highorbit Careers Private Limited with IEIL. IEIL paid the penalty on May 31, 2021 subject to final disposal of an application made by IEIL for waiver of the penalty imposed. IEIL had filed the application on May 31, 2021 with the Stock Exchanges for waiver of the penalty on the grounds that the requirements of the Listing Regulations could not be met as the shareholders’ meeting was held in accordance with the directions of the National Company Law Tribunal, Principal Bench, New Delhi (“ NCLT ”) and all disclosures were made by IEIL within the timelines stipulated by the NCLT and the delay in compliance, if any, was only due to the non-availability of the report of the NCLT appointed Chairperson. IEIL intimated the voting results to the Stock Exchanges on April 20, 2021, after receipt of the report of the NCLT appointed Chairperson, which included the voting results of the said shareholders’ meeting, on April 19, 2021 which is within 48 hours of receiving the report of the NCLT appointed Chairperson. Accordingly, NSE considered the waiver application filed by IEIL favorably and refunded the penalty amount on October 22, 2021. Subsequently, BSE vide an e-mail dated July 19, 2022 has informed that IEIL’s request for waiver of the penalty has been approved and the penalty amount paid by IEIL will be adjusted towards payment payable to BSE.
D. Brief details of outstanding criminal proceedings against Promoters (200 - 300-word limit in total): Nil

ANY OTHER IMPORTANT INFORMATION AS PER BRLM / ISSUER COMPANY NIL

DECLARATION BY THE TRANSFEROR COMPANY

We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be have been complied with and no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation issued there under, as the case may be. We further certify that all statements in the Abridged Prospectus are true and correct.

For Makesense Technologies Limited Chintan Thakkar Director Place: Gurugram Date: July 27, 2023

173

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PB FINTECH LIMITED Corporate Identity Number (CIN) : L51909HR2008PLC037998 Registered Office: Plot No. 119, Sector-44, Gurugram - 122 001, Haryana Phone: 0124-4562907 | E-mail: [email protected]

NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF PB FINTECH LIMITED PURSUANT TO THE ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH

MEETING	MEETING
Day	Saturday
Date	2ndSeptember 2023
Time	11.30 a.m.(IST)
Mode of Meetng	As per the directons of the Hon’ble Natonal Company Law Tribunal, Chandigarh Bench, the meet- ingshall be conducted through Video Conferencing (“VC”)/Other Audio Visual Means(“OAVM”)
Venue/ Mode	Through video conferencingor other audio-visual means
Cut-of date for e-Votng	Friday30thJune 2023
Remote e-Votng start date and tme	Tuesday29thAugust 2023 at 09.00 a.m.(IST)
Remote e-Votng end date and tme	Friday1stSeptember 2023 at 5.00p.m.(IST)

INDEX

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Sr. Contents Page
No. Nos.
1. Notice of meeting of the Unsecured Creditors of PB Fintech Limited ( “Notice ”) 2
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Sr. No.	Contents	Page Nos.
1.	Notce of meetngof the Unsecured Creditors of PB Fintech Limited(“Notce”)	2
2.	Statement under Sectons 230 and 232 read with Secton 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies(Compromises,Arrangements and Amalgamatons)Rules,2016(“CAA Rules”)	8
3.	Annexure 1 Scheme of Amalgamaton of Makesense Technologies Limited (“Transferor Company”) with PB Fintech Limited (“Transferee Company” or “Company”)and their respectve shareholders(“Scheme”)	20
4.	Annexure 2 Copyof the audited fnancial results of the Transferee Companyfor thequarter andyear ended 31stMarch 2023	36
5.	Annexure 3 Copy of the audited fnancial statements of the Transferor Company for the year ended 31stMarch 2023 (approved by the Board of Directors of the Transferor Companybut areyet to be adopted bythe shareholders of the Transferor Company)	70
6.	Annexure 4A and 4B Report of the Board of Directors of the Transferee Companyand the Transferor Company, pursuant to Secton 232(2)(c)of the Act	101
7.	Annexure 5 Fair Equity Share Exchange Rato Report dated 26thApril 2022 issued by SSPA & Co., Chartered Accountants (ICAI Firm Registraton No. 128851W) (Registraton No. IBBI/RV-E/06/2020/126) (“Share Exchange Rato Report”), including clarifcaton(s) thereto, issued from tme to tme	103
8.	Annexure 6 Fairness Opinion Report dated 26thApril 2022 issued by M/s SPA Capital Advisors Limited (Registraton No. INM000010825), SEBI registered Merchant Banker, (“Fairness Opinion”)	112
9.	Annexure 7A and 7B Observaton Leters dated 6thJanuary2023 issued byBSE Limited and Natonal Stock Exchange of India Limited	119
10.	Annexure 8A and 8B Complaint reports dated 23rdJune 2022 and 15thJuly 2022 submited by the Transferee Company to BSE Limited (“BSE”) and Natonal Stock Exchange of India Limited(“NSE”),respectvely	125
11.	Annexure 9 Details of ongoing adjudicaton & recovery proceedings, prosecuton initated, and all other enforcement acton taken against the Transferee Company,itspromoters and directors	129
12.	Annexure 10 Audited fnancial statements of the Transferor Companyfor theyear ended 31stMarch 2022	131
13.	Annexure 11 Abridged prospectus providing informaton pertaining to the unlisted entty i. e. the Transferor Company involved in the Scheme as per the format specifed in Part E of Schedule I of the SEBI (Issue of Capital and Disclosure Requirements) Regulatons, 2018 (“ICDR Regulatons”)read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4thFebruary2022	160

FORM NO. CAA. 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH CA (CAA) No./23/Chd/Hry/2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF MAKESENSE TECHNOLOGIES LIMITED WITH PB FINTECH LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

… Company/ Transferee Company

NOTICE CONVENING MEETING OF UNSECURED CREDITORS

To

The Unsecured Creditors of PB Fintech Limited

NOTICE is hereby given that, in accordance with the Order dated 5[th] July 2023 in the above captioned Company Application, passed by the Hon’ble National Company Law Tribunal, Chandigarh Bench ( “Tribunal” ) ( “Tribunal Order” ), a meeting of the Unsecured Creditors of the Transferee Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Makesense Technologies Limited (“ Transferor Company ”) with PB Fintech Limited (“ Company ” or “ Transferee Company ”) and their respective shareholders (“ Scheme ”) on Saturday 2[nd] September 2023 at 11.30 a.m. (IST) (“ Meeting ”).
Pursuant to the said Tribunal Order and as directed therein, the Meeting will be held through video conferencing (“ VC ”)/ other audio visual means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013 (“ Act ”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“ SS-2 ”) to consider, and if thought fit, to pass, with our without modification(s) the following resolution for approval of the Scheme by requisite majority as prescribed under Sections 230(1) and (6) read with 232(1) of the Act, as amended:

TAKE FURTHER NOTICE THAT the Unsecured Creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes (a) through e-voting system available at the Meeting to be held virtually (“ e-voting at the Meeting ”); or (b) by remote electronic voting (“ remote e-voting ”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of votng	Tuesday, 29thAugust 2023 at 09.00 a.m.(IST)
End of votng	Friday, 1stSeptember 2023 at 05.00p.m.(IST)

A person, whose name is recorded in the list of Unsecured Creditors maintained by the Transferee Company as on the cut-off date, i.e., Friday, 30[th] June 2023 (“ Cut-off Date ”) only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Unsecured Creditor as on the Cut-off Date, should treat the Notice for information purpose only.
A copy of the Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”) along with all annexures to such statement are enclosed herewith. A copy of this Notice and the accompanying documents are also placed on the website of the Transferee Company and can be accessed at htps://www.pbfntech.in/ , website of Link Intime India Private Limited at htps://instavote.linkintme.co.in, Registrar and Share Transfer Agent of the Transferee Company (" RTA " or “ LIIPL ”), which will provide the facility of voting to the Unsecured Creditors through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting at the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“ BSE ”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“ NSE ”) viz. htps:// www.nseindia.com.
The Tribunal has appointed Dr. Surekha Thukral, Advocate and failing her Mrs. Krishna Anmol Singh, Advocate to be the Chairperson of the said Meeting including for any adjournment or adjournments thereof and Mr. Nikhil Sachdeva, Chartered Accountant to be the Scrutinizer for the Meeting.
The Scheme, if approved in the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Place: Mohali Date: 31[st] July 2023

Registered Office: Plot No. 119, Sector-44, Gurugram - 122 001, Haryana CIN: L51909HR2008PLC037998 Website: www.pbfntech.in E-mail: [email protected] Phone: 0124-4562907 Fax: 0124-4562907

Sd/Dr. Surekha Thukral Chairperson appointed by Tribunal for the Meeting

Notes for the Meeting:

Pursuant to the directions of the Hon’ble Tribunal vide the Tribunal Order, the Meeting is being conducted through VC/ OAVM facility to transact the business set out in this Notice. The deemed venue for the Meeting shall be the registered office of the Transferee Company.
The Statement pursuant to Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules read with SEBI Listing Regulations in respect of the business set out in the Notice of the Meeting is annexed hereto. The Meeting will be conducted in compliance with the applicable provisions of the Tribunal Order, Act, SEBI Listing Regulations, SS-2 and other applicable laws.
In terms of the Tribunal Order, the Notice, Statement pursuant to Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and all annexures thereto are being sent through electronic mode to those Unsecured Creditors whose e-mail IDs are registered with the RTA i.e., LIIPL or the Transferee Company. The aforesaid particulars are being sent to all the Unsecured Creditors whose names appear in the list of Unsecured Creditors as on 30[th] June 2023.
Since, the Meeting is being held through VC/ OAVM, physical attendance of the Unsecured Creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the Unsecured Creditors will not be available for the Meeting and hence the Route Map, Proxy Form and Attendance Slip are not annexed hereto. However, in pursuance of Section 113 of the Act, authorized representatives of institutional/ corporate Unsecured Creditors may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/ OAVM facility and e-voting at the Meeting provided that such Unsecured Creditor sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/ authorization etc., authorizing its representative to attend the Meeting through VC/ OAVM on its behalf, vote through e-voting at the Meeting and/or to vote through remote e-voting, on its behalf. They are also required to upload a scanned certified true copy of the board resolution/ authority letter/ power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian/ Mutual Fund/ Corporate Body’ login for the Scrutinizer to verify the same.

The scanned image of the abovementioned documents should be in the PDF Format. The said resolution/ authorization shall be sent to the scrutinizer by email through his registered email id address to [email protected] and to the Transferee Company at [email protected], before the VC/ OAVM Meeting or before the remote e-voting, as the case may be. They are also required to upload a scanned certified true copy of the board resolution/ authority letter/ power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian/ Mutual Fund/ Corporate Body’ login for the Scrutinizer to verify the same.

The RTA will provide the facility for voting to the Unsecured Creditors through remote e-voting, for participation in the Meeting through VC/ OAVM and e-voting at the Meeting.
Unsecured Creditors attending the Meeting through VC/ OAVM shall be reckoned for the purpose of quorum. In terms of the Tribunal Order, the quorum for the Meeting shall be 30 in number or 40% in value of the Unsecured Creditors of the Transferee Company. Further, in terms of the Tribunal Order in case the aforesaid quorum for the Meeting is not present at the commencement of the Meeting, then the Meeting shall be adjourned by 30 minutes and thereafter, the persons present and voting at the Meeting shall be deemed to constitute the quorum.
Voting rights of an Unsecured Creditor shall be in proportion to his/ her/ its amount owed by the Transferee Company as on the Cut-off Date (specified in the Notice).
The Unsecured Creditors of the Transferee Company can join the Meeting in the VC/ OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The detailed instructions for joining the Meeting through VC/ OAVM forms part of the Notes to this Notice.
All the documents referred to in the accompanying Statement, shall be available for inspection through electronic mode during the proceedings of the Meeting. The Unsecured Creditors seeking to inspect copies of the said documents may send an email to the Company Secretary at [email protected]. Further, all the documents referred to in the accompanying explanatory statement shall also be open for inspection to the Unsecured Creditors at the registered office of the Transferee Company between 10:30 A.M. to 12:30 P.M., on all working days up to the date of the Meeting. In addition to the above, all the documents referred to in the accompanying Statement, shall also be placed on the website of the Transferee Company i.e. www.pbfntech.in and shall also be simultaneously placed on the website of the RTA at htps://instavote.linkintme.co.in.

If so desired, Unsecured Creditors may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the Statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in this regard may be addressed to the Company Secretary at [email protected].
Subject to receipt of requisite majority of votes as per Section 230 to 232 of the Act, the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting (specified in the Notice).
It is clarified that casting of votes by remote e-voting (prior to the Meeting) does not disentitle Unsecured Creditor from attending the Meeting. However, after exercising right to vote through remote e-voting prior to the Meeting, Unsecured Creditor shall not vote again at the Meeting. In case the Unsecured Creditors cast their vote via both the modes i.e. remote e-voting prior to the Meeting as well as e-voting at the Meeting, then voting done through remote e-voting before the Meeting shall prevail once the vote on a resolution is cast by the Unsecured Creditor, whether partially or otherwise. The Unsecured Creditors shall not be allowed to change it subsequently.
Remote e-voting: The remote e-voting period shall commence on Tuesday, 29[th] August 2023 at 09.00 a.m. (IST) and ends on Friday, 1[st] September 2023 at 05.00 p.m (IST). During this period, Unsecured Creditors of the Transferee Company, as on the Cut-off Date, may cast their vote by remote e-voting. The said remote e-voting module shall be disabled by the RTA for voting immediately thereafter. A person who is not an Unsecured Creditor of the Transferee Company as on the Cut-off Date should treat this Notice for information purpose only.
Unsecured Creditors of the Transferee Company who have not registered their email address with the Company, may complete the email registration process as under to vote on the resolutions mentioned therein:
(i) The Unsecured Creditors of the Transferee Company who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with RTA by clicking the link: htps://linkintme.co.in/emailreg/email_register. html on its website htps://www.linkintme.co.in/ at the Investor Services tab by choosing the e-mail registration heading and follow the registration process as guided therein. The Unsecured Creditors are requested to provide details such as Name, PAN, mobile number and e-mail id. In case of any query, an Unsecured Creditor may send an e-mail to RTA at [email protected].
(ii) On submission of the details an OTP will be received by the Unsecured Creditor which needs to be entered in the link for verification. It is clarified that for permanent registration of email address, Unsecured Creditors are requested to register their email addresses, with the Transferee Company by following the procedure prescribed by the Transferee Company.

15. THE INSTRUCTIONS FOR UNSECURED CREDITORS FOR REMOTE E-VOTING AND JOINING MEETING ARE AS UNDER:

(i) Open the internet browser and launch the URL: htps://instavote.linkintme.co.in

l Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID: Enter your User ID.
Your User ID is Event No + Reference Number provided to you.
B. PAN:
Enter your 10-digit Permanent Account Number (PAN) (Unsecured Creditors who have not updated their PAN with the Transferee Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB)/ Date of Incorporation (DOI) (As recorded with the Transferee Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with the Transferee Company.
Unsecured Creditors who have not recorded ‘C’ and ‘D’, shall provide their Reference Number in ‘D’ above

l Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

l Click “confirm” (Your password is now generated).

(ii) Click on ‘Login’ under ‘SHARE HOLDER’ tab.

(iii) Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.
(iv) After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.
(v) E-voting page will appear.
(vi) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour/ Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
(vii) After selecting the desired option i.e. Favour/ Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
(viii) If you have forgotten the password:
l Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
l Enter User ID , select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’ .
(ix) In case the Unsecured Creditors is having valid email address, Password will be sent to his/ her registered e-mail address.
(x) Unsecured Creditors can set the password of his/ her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
(xi) The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
(xii) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(xiii) During the voting period, Unsecured Creditors can login any number of time till they have voted on the resolution(s) for a particular “Event”.
(xiv) In case Unsecured Creditors have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at htps://instavote.linkintme.co.in, under Help section or send an email to [email protected] or contact on: - Tel: 022 –4918 6000.

16. Instructions for attending the Meeting through InstaMeet:

(i) Open the internet browser and launch the URL: htps://instameet.linkintme.co.in & click “Login”
l Select the “Company” and ‘Event Date’ and register with your following details: -
- A. Demat Account No. or Folio No: Enter your Folio No. (Reference Number) provided to you on your registered email address.
- B. Certificate No.: Enter your Certfcate No. provided to you on your registered email address. (nonmandatory)
- C. PAN: Enter your 10-digit Permanent Account Number (PAN) (Unsecured Creditors who have not updated their PAN with the Transferee Company shall use the sequence number provided to you, if applicable.)
- D. Mobile No.: Enter your mobile number.
- E. Email ID: Enter your email id, as recorded with the Transferee Company.
l Click “Go to Meeting” (You are now registered for InstaMeet, and your attendance is marked for the meeting).

17. Instructions for Unsecured Creditors to Speak during the Meeting through InstaMeet:

(i) Unsecured Creditors who would like to speak during the Meeting must register their request 3 days in advance with the Transferee Company on the e-mail id provided in the Notice.
(ii) Unsecured Creditors will get confirmation on first cum first basis depending upon the provision made by the Transferee Company.
(iii) Unsecured Creditors will receive “speaking serial number” once they mark attendance for the Meeting.
(iv) Unsecured Creditors may also ask questions to the panellist, via active chat-board during the Meeting.
(v) Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

18. Instructions for Unsecured Creditors to vote during the Meeting through InstaMeet:

During the voting session Unsecured Creditors may click the voting button which is appearing on the right-hand side of your VC meeting screen. Once the electronic voting is activated by the Scrutinizer during the meeting, Unsecured Creditors can cast the vote as under:

(i) On the VC page, click on the link for e-Voting “Cast your vote”
(ii) Enter your Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.
(iii) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
(iv) Cast your vote by selecting appropriate option i.e. “Favour/ Against” as desired.
(v) After selecting the appropriate option i.e. Favour/ Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
(vi) Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Unsecured Creditors, who will be present in the Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility at the Meeting. Unsecured Creditors who have voted through remote e-voting prior to the Meeting will be eligible to attend/ participate in the Meeting through InstaMeet. However, they will not be eligible to vote again during the Meeting.
Unsecured Creditors are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience. Unsecured Creditors are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the Meeting.
Please note that Unsecured Creditors connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio/ visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
In case Unsecured Creditors have any queries regarding login/ e-voting, they may send an email to instameet@linkintme. co.in or contact on: - Tel: 022-49186175.
Declaration of Voting Results: The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The result of voting for the Meeting will be declared within 2 (two) working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Transferee Company: www.pbfntech.in and on the website of RTA at htps://instavote.linkintme. co.in. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the Registered Office of the Transferee Company.

24. PROCEDURE FOR INSPECTION OF DOCUMENTS:

(i) Documents for inspection as referred to in the Notice will be available electronically for inspection without any payment of fee by the Unsecured Creditors of the Transferee Company from the date of circulation of this Notice up to the date of Meeting. The Unsecured Creditors of the Transferee Company seeking to inspect such documents can write to the Transferee Company at [email protected].
(ii) The Unsecured Creditors of the Transferee Company seeking any information with regard to the Scheme or the matter proposed to be considered at the Meeting, are requested to write to the Transferee Company at least 7 (seven) days before the date of the Meeting through email on [email protected]. The same will be replied to by the Transferee Company, suitably.
(iii) The Unsecured Creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through remote e-voting and e-voting at the Meeting.

FORM NO. CAA. 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH CA (CAA) No. /23/Chd/Hry/2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF MAKESENSE TECHNOLOGIES LIMITED WITH PB FINTECH LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES) TO THE NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF PB FINTECH LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH (“TRIBUNAL”) DATED 5[TH ] JULY 2023 (“TRIBUNAL ORDER”)

MEETING FOR THE SCHEME

This is a Statement accompanying the Notice convening the meeting of the Unsecured Creditors of PB Fintech Limited (“ Transferee Company ” or “ Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Makesense Technologies Limited (“ Transferor Company ”) with PB Fintech Limited and their respective shareholders (“ Scheme ”) (“ Meeting ”). The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and various other matters consequential thereto or otherwise integrally connected therewith.

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

The salient features of the Scheme are given in Paragraph 5 of this Statement. A copy of the Scheme is annexed hereto and marked as Annexure 1 .

2. RATIONALE AND BENEFITS OF THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of the same are, inter alia , as follows:

(i) The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and will result in the following benefits:
(a) streamlining of the corporate structure;
(b) pooling of resources of the Transferor Company with the resources of the Transferee Company;
(c) significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;
(d) rationalisation of costs, time and efforts by eliminating multiple record keeping, administrative functions and consolidation of financials through legal entity rationalisation; and
(e) reduction of administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.
(ii) The Scheme is in the best interests of the shareholders, employees and the creditors of each of the Parties.

3. BACKGROUND OF THE COMPANIES

3.1 Particulars of the Transferee Company

3.1.1 The Transferee Company was incorporated under the Companies Act, 1956 on 4[th] June 2008 in the State of Haryana on 4[th] June 2008 under the name of ‘ETECHACES Marketing and Consulting Private Limited’. The

name of the Transferee Company was changed from ‘ETECHACES Marketing and Consulting Private Limited’ to ‘PB Fintech Private Limited’ in terms fresh Certificate of Incorporation dated 18[th] September 2020. The name of the Transferee Company was further changed to ‘PB Fintech Limited’ in terms of fresh Certificate of Incorporation dated 30[th] June 2021 consequent upon change on conversion to a public limited company. The equity shares of the Transferee Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) w.e.f 15[th] November 2021. The registered office of the Transferee Company is presently located at Plot No. 119, Sector 44, Gurugram – 122001, Haryana. The Corporate Identity Number of the Transferee Company is L51909HR2008PLC037998 and Permanent Account Number is AACCE0182A. The Transferee Company’s email address is [email protected].

3.1.2 The Transferee Company inter alia is an integrated online marketing and consulting company and is engaged in the business of rendering online marketing and information technology consulting and support services largely for the financial services industry, including insurance.
3.1.3 The main objects for which the Transferee Company was incorporated are set out in its Memorandum of Association which inter alia are as follows:

1. To carry on the business in India and abroad of online, offline, direct marketing, traders, marketers, consultants, manufacturers, importers, exporters, buyers, sellers, dealers, agents, merchants, stockists, shippers, market research consultants, agents in relation to all kinds of goods, merchandise, live-stock and services including industrial plant and machinery, motor vehicles, cars, motor cycles, scooters, bicycles, office equipments, all consumer durable items, house-hold equipments, metals, paper, wood, chemicals, pharmaceutical products, hardware, fasteners, computer hardware, software and all other kinds of goods merchandise and services and to establish international marketing and agency network.

2. To act as an export house, marketing network establishment, direct marketing/multi-level marketing establishment, liasion agent and consultants in respect of the business as referred to in sub-clause (1) above.

3. To establish, maintain, conduct, provide, procure or make available services of every kind including IT, commercial, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing, brand building, fulfilment, call centre, communication and other technological, social or any consultancy services.

4. To carry on the business of distribution and to solicit and procure sales of mutual funds, bonds or any other financial products issued by Banks, Mutual Funds or any financial intermediary in India or outside and to render services as commission agents, brokers, managers, agents or attorney, providing financial, investment advisory services, management and facilitation services, including but not limited to identifying investment opportunities, conducting analysis and assessment, providing investment recommendations and consultancy service to venture capital funds, including the trustees, beneficiaries and contributories of such funds, other funds (including but not limited to funds for providing debt financing investing in equity, equity linked securities, Mutual Fund and all other instruments as permitted under applicable laws), trusts, investment companies, joint ventures, corporate, institutional, group and individual investors.

3.1.4 Other than as mentioned above, there has been no change in the name, registered office and main objects of the Transferee Company in the last 5 years.
3.1.5 The share capital structure of the Transferee Company as on 15[th] July 2023 is as follows:

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Particulars INR
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Partculars	INR

Authorised Share Capital
49,05,00,000 equityshares of INR 2 each	98,10,00,000
9,50,000 compulsorilyconvertblepreference shares of INR 20 each	1,90,00,000
Total	100,00,00,000
Issued, Subscribed and Paid up Share Capital
45,01,16,349 equityshares of INR 2 each	90,02,32,698
Total	90,02,32,698

3.1.6 The details of Directors of the Transferee Company along with their addresses are mentioned herein below:

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Sr No. Name of Director Designation Address
1. Mr. Yashish Dahiya Executive Director- 4 Eversley Park, Wimbledon Common
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Sr No.	Name of Director	Designaton	Address
1.	Mr. Yashish Dahiya	Executve Director-	4 Eversley Park, Wimbledon Common
		Chairperson-CEO	SW194UU, London, United Kingdom
2.	Mr. Alok Bansal	Whole Time Director and Executve Vice Chairman	C-701, Olive Crescent, GH-12, Sector-47, Gurgaon Haryana- 1220018
3.	Mr. Nilesh Bhaskar Sathe	Non-Executve - Independent Director	Plot No. 173, Shankar Nagar, Nagpur, Maharshtra - 440010
4.	Mrs. Veena Vikas Mankar	Non-Executve - Independent Director	801, Park Heights, 10th Road, Near Madhu Park, Khar West, Mumbai, Maharshtra – 400052
5.	Mr. Kaushik Duta	Non-Executve - Independent Director	A 843 Lavy Pinto Block, Asiad Games Village, Delhi 110049
6.	Mr. Gopalan Srinivasan	Non-Executve - Independent Director	17/9, 2ND Avenue Harrington Road, Chetpet, Chennai-600031, Tamil Nadu
7.	Ms.Lilian Jessie Paul	Non-Executve - Independent Director	Villa 1, Prestge Cedars, 7 Convent Road, Richmond Town, Bengaluru, Karnataka-560025
8.	Mr. Sarbvir Singh	Non-Executve - Independent Director	House No-46, Sector-37, Noida, Utar Pradesh--201301
9.	Ms.Kity Agarwal	Non-Executve - Nominee Director	26/3, Hindustan Park, Sarat Bose Road, Kolkata, West Bengal-700029

3.2 Particulars of the Transferor Company

3.2.1 The Transferor Company was incorporated under the Companies Act, 1956 on 21[st] September 2010 in the State of Maharashtra under the name of ‘Makesense Technologies Private Limited’ in terms of Certificate of Incorporation dated 21[st] September 2010. The registered office of the Transferor Company was shifted from the State of Maharashtra to the National Capital Territory of Delhi w.e.f. 11[th] August 2014. The name of the Transferor Company was changed from ‘Makesense Technologies Private Limited’ to its current name ‘Makesense Technologies Limited’ in terms of Certificate of Incorporation issued pursuant to conversion from private company to public company dated 26[th] March 2015. The registered office of the Transferor Company was then shifted from the National Capital Territory of Delhi to the State of Haryana w.e.f. 4[th] January 2021. The registered office of the Transferor Company is presently located at Plot No. 123, Sector-44 Gurugram – 122001, Haryana. The Corporate Identity Number of the Transferor Company is U74999HR2010PLC092002 and Permanent Account Number is AAGCM7642H.
3.2.2 The Transferor Company inter alia carries on the business of providing services and solutions in relation to placement consultancy, personnel recruitment, staffing, professional hiring and management consultancy to all kinds of persons, firms or organizations.
3.2.3 The main objects for which the Transferor Company was incorporated are set out in its Memorandum of Association which inter alia are as follows:-

3.2.4 Other than as mentioned above, there has been no change in the name, registered office and main objects of the Transferor Company in the last 5 years.
3.2.5 The shares of the Transferor Company are not listed on any Stock Exchanges.
3.2.6 The share capital structure of the Transferor Company as on 15[th] July 2023 is as follows:

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Particulars INR
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Partculars	INR

Authorised Share Capital
2,55,00,000 equityshares of INR 10 each	25,50,00,000
30,00,000preference shares of INR 100 each	30,00,00,000
Total	55,50,00,000
Issued, Subscribed and Paid up Share Capital
12,16,500 equityshares of INR 10 each	1,21,65,000
Total	1,21,65,000

3.2.7 The details of Directors of the Transferor Company along with their addresses are mentioned herein below:

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Sr Name of Director Designation Address
No.
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Sr No.	Name of Director	Designaton	Address

1.	Mr. Sanjeev Bikhchandani	Director	N-42, Ground Floor, Panchsheel Park, Malviya Nagar, Delhi – 110017
2.	Mr. Chintan Arvind Thakkar	Director	803, A Wing, The Forest Spa, Sec 93-B, Gau- tam Buddha Nagar, Near Biodiversity Park, Noida-201304, Utar Pradesh
3.	Mr. Mohit Naresh Bhandari	Nominee Director	2301, Sumer Trinity Tower No. 2A, 23rd Floor, Behind Chaitanya Tower, Near Samna Press, Prabhadevi, Mumbai-400025

3.2.8 The statement of audited financial results of the Transferee Company for the quarter and year ended 31[st] March 2023 and the audited financial statements of the Transferor Company for the year ended 31[st] March 2023 (approved by Board of Directors of the Transferor Company but are yet to be adopted by the shareholders of the Transferor Company) are annexed hereto and marked as Annexure 2 and Annexure 3 respectively.

4. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme:

4.1 The Scheme provides for amalgamation of the Transferor Company with the Transferee Company and is presented under Sections 230 to 232 and other applicable provisions of the Act.
4.2 In consideration for amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall issue and allot consideration, on proportionate basis to the shareholders of the Transferor Company as per the following ratio:

“5,98,90,000 equity shares of INR 2 each fully paid up of the Transferee Company in the proportion of the number of equity shares held by the shareholders in the Transferor Company”

4.3 The Appointed Date for the Scheme shall be the opening of the business hours of 1[st] April 2022 or such other date as may be approved by the Tribunal.
4.4 The Effective Date shall be the last of the dates on which the conditions specified in Clause 20 of the Scheme are complied with or are waived by the Board of the Transferee Company and the Transferor Company.
4.5 The Scheme shall become effective from the Appointed Date but shall be operative from the Effective Date.
4.6 Upon the Scheme becoming effective, the Transferor Company shall stand dissolved without winding up and the Board and any committees thereof of the Transferor Company shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Transferor Company shall be struck off from the records of the RoC.
4.7 Combination of the authorized share capital of the Transferor Company with the authorized share capital of the Transferee Company and consequential increase in the authorized share capital of the Transferee Company as provided in Part II of the Scheme.
4.8 New Shares (as defined in the Scheme) to be issued by the Transferee Company to the equity shareholders of the Transferor Company pursuant to the Scheme, will be listed on BSE Limited and the National Stock Exchange of India Limited.
4.9 The Scheme is conditional upon and subject to conditions precedent as mentioned in Clause 20 of the Scheme.

Note: The above are the salient features of the Scheme. The Unsecured Creditors of the Transferee Company are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

5. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Transferor Company holds 5,98,90,000 equity shares of INR 2 each representing 13.30% of the total paid up share capital of the Transferee Company.

6. BOARD APPROVALS

6.1 The Board of Directors of the Transferee Company at its meeting held on 26[th] April 2022 unanimously approved the Scheme, as given below:

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Name of Director Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did not partcipate or vote

Mr. Kaushik Duta	Voted in favour
Mr. Sarbvir Singh	Voted in favour
Mr. Yashish Dhaiya	Voted in favour
Mr. Alok Bansal	Voted in favour
Mr. Nilesh Bhaskar Sathe	Voted in favour
Mr. Gopalan Srinivasan	Voted in favour
Mrs. Veena Mankar	Voted in favour
Ms. Kity Agarwal	Voted in favour
Ms. Lilian Jessie Paul	Voted in favour

6.2 The Board of Directors of the Transferor Company at its meeting held on 26[th] April 2022 unanimously approved the Scheme, as given below:

Name of Director	Voted in favour/ against/ did not partcipate or vote
Mr. Sanjeev Bikhchandani	Voted in Favour
Mr. Chintan Arvind Thakkar	Voted in Favour
Mr. Mohit Naresh Bhandari	Voted in Favour

7. INTEREST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”) AND THEIR RELATIVES:

8. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of scheme on various stakeholders is summarized below:

8.1 Equity Shareholders (promoter and non-promoter shareholders) and KMP

The effect of the Scheme on the equity shareholders and KMP of the Transferee Company and the Transferor Company, is given in the report adopted by the Board of Directors of the Transferor Company and the Transferee Company at their respective meetings held on 26[th] April 2022, pursuant to the provisions of Section 232(2)(c) of the Act which are annexed hereto and marked as Annexure 4A and Annexure 4B respectively.

The Transferee Company does not have any identifiable promoter.

8.2 Directors

The effect of the Scheme on the Directors of the Transferee Company in their capacity as equity shareholders of the Transferee Company is the same as in case of other equity shareholders of the Transferee Company, as mentioned in the aforesaid report enclosed herewith as Annexure 4A hereto.

Upon the Scheme becoming effective, the Directors of the Transferor Company will cease to become Directors of the Transferor Company.

8.3 Employees

The Scheme will have no effect on the existing employees of the Transferee Company.

8.4 Creditors, Debenture holders and Debenture Trustees

Neither there are any debenture holders nor there are any debenture trustees of the Transferor Company or the Transferee Company.

8.5 Depositors and Deposit Trustees

The Transferee Company and the Transferor Company have not taken any term deposits from depositors, therefore, no deposit trustees have been appointed.

9. CAPITAL/ DEBT RESTRUCTURING

Pursuant to the Scheme, the entire equity share capital of the Transferee Company to the extent held by the Transferor Company shall stand cancelled.

10. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Transferor Company and the Transferee Company.

11. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to unsecured creditors of the Transferor Company and the Transferee Company, as on 30[th] June 2023 is as follows:

The amount due t as follows:	o unsecured creditors of the Transferor Company and	the Transferee Company, as on 30thJune 202
Sr. No.	Name of the company	Amount in INR
1.	Transferor Company	0.00
2.	Transferee Company	1,35,35,698

12. PRE ARRANGEMENT AND POST ARRANGEMENT SHAREHOLDING PATTERN

The pre Scheme shareholding pattern of the Transferor Company as on 15[th] July 2023 is as follows:

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Sr. No. Particulars of Shareholder No. of shares % of Holding
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Sr. No.	Partculars of Shareholder	No. of shares	% of Holding

(A)	Shareholding of Promoter and Promoter Group
1	Indian	-	-
(a)	Individuals/Hindu Undivided Family	-	-
(b)	Central Government/State Government(s)	-	-
(c)	Bodies Corporate	6,08,305	50.0044%
(d)	Financial Insttutons/Banks	-	-
(e)	AnyOthers	-	-
	Sub Total(A)(1)	6,08,305	50.0044%
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)	-	-
(b)	Bodies Corporate	-	-
(c)	Insttutons	-	-
(d)	AnyOthers	-	-
	Sub Total(A)(2)	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	6,08,305	50.0044%
(B)	Public shareholding
1	Insttutons
(a)	Mutual Funds/UTI	-	-
(b)	Financial Insttutons/Banks	-	-
(c)	Central Government/State Government(s)	-	-
(d)	Venture Capital Funds	-	-
(e)	Insurance Companies	-	-
(f)	Foreign Portolio Investors(Individual & Corporate)	-	-
(g)	Foreign Venture Capital Investors	-	-
(h)	AnyOther(AIF)	-	-
	Sub-Total(B)(1)	-	-
2	Non-insttutons
(a)	Bodies Corporate	6,08,190	49.9951%
(b)	Individuals	5	0.0005%
I	Individuals -i. Individual shareholders holding nominal share capital upto Rs 2 lakh	-	-
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.	-	-
(c)	KeyManagerial Personnel(KMP)	-	-
(d)	Investor Educaton and Protecton Fund(IEPF)	-	-
(e)	Non-Resident Indians(NRIs)	-	-
(f)	AnyOther(Trusts,HUF,LLPs and ClearingMembers)	-	-
	Sub-Total(B)(2)	6,08,195	49.9956%
(B)	Total Public Shareholding (B)=(B)(1)+(B)(2)	-	-
	TOTAL(A)+(B)	12,16,500	100%
(C)	Shares held by Custodians and against which DRs have been issued	-	-
	GRAND TOTAL(A)+(B)+(C)	12,16,500	100%

Upon effectiveness of the Scheme the Transferor Company will be dissolved without winding up.

The pre Scheme shareholding pattern of the Transferee Company as on 30[th] June 2023 is as follows:

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Sr. No. Particulars of Shareholder No. of shares % of Holding
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Sr. No.	Partculars of Shareholder	No. of shares	% of Holding

(A)	Shareholding of Promoter and Promoter Group
1	Indian
(a)	Individuals/ Hindu Undivided Family	0	0.00
(b)	Central Government/ State Government(s)	0	0.00
(c)	Bodies Corporate	0	0.00
(d)	Financial Insttutons/ Banks	0	0.00
(e)	Any Others	0	0.00
	Sub Total(A)(1)	0	0.00
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)	0	0.00
(b)	Bodies Corporate	0	0.00
(c)	Insttutons	0	0.00
(d)	Any Others	0	0.00
	Sub Total(A)(2)	0	0.00
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	0	0.00
(B)	Public shareholding
1	Insttutons
(a)	Mutual Funds/ UTI	3,35,38,366	7.45
(b)	Financial Insttutons / Banks	0	0.00
(c)	Central Government/ State Government(s)	0	0.00
(d)	Venture Capital Funds	0	0.00
(e)	Insurance Companies	1,58,98,031	3.53
(f)	Foreign Portolio Investors (Individual & Corporate)	13,35,60,836	29.67
(g)	Foreign Venture Capital Investors	2,44,30,015	5.43
(h)	Any Other(AIF/Provident Fund/NBFC/FDI)	8,51,59,344	18.92
	Sub-Total (B)(1)	29,25,86,592	65.00
2	Non-insttutons
(a)	Bodies Corporate	9,37,04,490	20.82
(b)	Individuals
I	Individuals -i. Individual shareholders holding nominal share capital up to Rs 2 lakh	1,58,81,417	3.53
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.	1,14,07,433	2.53
(c)	Key Managerial Personnel (KMP)	11,215	0.00
(d)	Investor Educaton and Protecton Fund (IEPF)	0	0.00
(e)	Non-Resident Indians (NRIs)	20,23,095	0.45
(f)	Directors and their relatves (excluding independent directors and nominee directors)	2,90,59,456	6.46
(f)	Any Other (Trusts, HUF, LLPs and Clearing Members)	16,94,913	0.38
	Sub-Total (B)(2)	15,37,82,019	34.17
(B)	Total Public Shareholding (B)=(B)(1)+(B)(2)	44,63,68,611	99.17
	TOTAL (A)+(B)	44,63,68,611	99.17
(C)	Non Promoter Non Public Shareholding
(a)	Shares held by Custodians and against which DRs have been issued	0	0.00
(b)	Employee Beneft Trust/ Employee Welfare Trust under SEBI (Share Based Employee Benefts and Sweat Equity) Regulatons, 2021	37,47,238	0.83
	Sub-Total (C)	37,47,238	0.83
	GRAND TOTAL (A)+(B)+(C)	45,01,15,849	100.00

Pursuant to the Scheme, there will be no change in the shareholding pattern of the Transferee Company.

13. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

14. VALUATION REPORT AND FAIRNESS OPINION

15. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

15.1 In terms of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and under SEBI Master Circular No. SEBI/HO/CFD/ DIL1/CIR/P/2021/0000000665 dated November 23, 2021 (“ SEBI Master Circular ”), BSE and NSE, by their letters dated 6[th] January 2023, have communicated their observations on the Scheme to the Transferee Company. There are no adverse observations on the Scheme in the said letters issued by BSE and NSE. Copies of the said observation letters issued by BSE and NSE to the Transferee Company are annexed hereto and marked as Annexure 7A and Annexure 7B , respectively. Further, the Transferee Company has not received any complaint relating to the Scheme and “NIL” complaints report were filed by the Transferee Company with BSE and NSE in terms of the SEBI Master Circular, copies of which are annexed hereto and marked as Annexure 8A and Annexure 8B , respectively.
15.2 As per comments contained in the above observation letters, details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken against the Transferee Company, its promoters and directors, as submitted to the Tribunal, is annexed hereto and marked as Annexure 9 .
15.3 A copy of the Scheme has been filed by the Transferor Company and the Transferee Company with the jurisdictional Registrar of Companies.
15.4 The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

16. DISCLOSURE OF ADDITIONAL INFORMATION PURSUANT TO OBSERVATION LETTERS DATED 6[TH] JANUARY 2023 ISSUED BY BSE AND NSE

16.1 The Appointed Date of the Scheme means the opening of the business hours of 1[st] April 2022 or such other date as may be approved by the Hon’ble Tribunal. As far as value of assets and liabilities of the Transferor Company which are proposed to be taken over by the Transferee Company is concerned, the audited financial statement of the Transferor Company for the financial year ended as on 31[st] March 2022 is annexed hereto and marked as Annexure 10 . All the assets and liabilities of the Transferor Company, except for inter-company holdings and balances between the Transferor Company and the Transferee Company, will be transferred to the Transferee Company upon effectiveness of the Scheme.

16.2 In terms of Clause 21 of the Scheme, all costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing the Scheme and matters incidental thereto, (including stamp duty) shall be borne by the Transferor Company / as mutually decided amongst the Transferor Company and the Transferee Company. The shareholders of the Transferor Company namely Info Edge (India) Limited and Macritchie Investments Pte. Ltd and the Transferee Company, have entered into a cost sharing agreement, wherein, Info Edge (India) Limited and Macritchie Investments Pte. Ltd, have agreed to bear costs (stamp duty and taxes) arising out of or in carrying out and implementing the Scheme in the ratio of their shareholding in the Transferor Company. Further, Info Edge (India) Limited and Macritchie Investments Pte. Ltd have also agreed to indemnify the Transferee Company from any and all loss incurred or suffered by the Transferee Company, so far as such loss arise out of failure of Info Edge (India) Limited and Macritchie Investments Pte. Ltd failing to bear the said costs in the agreed proportion.
16.3 On 15[th] April 2021, the Board of Directors of the Transferor Company and the Transferee Company approved the Scheme of Amalgamation of the Transferor Company with the Transferee Company and their respective shareholders (“ Previous Scheme ”) and the consideration for the Previous Scheme was decided on the similar principle, wherein, same number of equity shares of the Transferee Company were proposed to be issued to the shareholders of the Transferor Company (i.e. Info Edge (India) Limited and Macritchie Investments Pte. Ltd), which the Transferor Company was holding in the Transferee Company. This Previous Scheme was approved at the time when the equity shares of the Transferee Company were not listed on BSE and NSE. The Previous Scheme was filed with the Hon’ble National Company Law Tribunal, Chandigarh Bench. However, during the pendency of the Previous Scheme, in the year 2021, the Transferee Company initiated the process of listing its equity shares on BSE and NSE pursuant to an Initial Public Offer (“ IPO ”) route. As per the regulatory regime governing the IPO process, the Previous Scheme had to attain finality prior to the filing of the Red Herring Prospectus with SEBI. Since, the regulatory process did not permit pursuing the Previous Scheme simultaneously with the IPO process, therefore, the Previous Scheme had to be withdrawn.

17. ABRDIGED PROSPECTUS

18. INSPECTION OF DOCUMENTS

18.1 Certified copy of the Tribunal Order;
18.2 Audited financial results of the Transferee Company for the quarter and year ended 31[st] March 2023;
18.3 Audited financial statements of the Transferor Company for the year ended 31[st] March 2023 (approved by Board of Directors of the Transferor Company but are yet to be adopted by the shareholders of the Transferor Company);
18.4 Audited financial statements of the Transferor Company for the year ended 31[st] March 2022;
18.5 Memorandum and Articles of Association of the Transferee Company and the Transferor Company;
18.6 Copy of the Scheme;

18.7 Certificate issued by M/s.Beeline Capital Advisors Private Limited , SEBI Registered Merchant Banker, certifying the accuracy and adequacy of disclosures made in Annexure XI;
18.8 Certificate of the Statutory Auditor of the Transferee Company and the Transferor Company, respectively, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and applicable accounting standards; and
18.9 All other documents displayed on the Transferee Company’s website in terms of the SEBI Master Circular, including Report of the Audit Committee of the Transferee Company.

Based on the above and considering the rationale of the Scheme, the Board of Directors of the Transferee Company recommend the Scheme for approval of the Unsecured Creditors.

Place: Mohali Date: 31[st] July 2023

Sd/Dr. Surekha Thukral Chairperson appointed by Tribunal for the Meeting

Registered Office:

Plot No. 119, Sector-44, Gurugram - 122 001, Haryana CIN: L51909HR2008PLC037998 Website: www.pbfntech.in E-mail: [email protected] Phone: 0124-4562907 Fax: 0124-4562907

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Submitted to

PB FINTECH LIMITED AND MAKESENSE TECHNOLOGIES LIMITED

FAIRNESS OPINION

On valuation report provided by

SSPA & Co. Chartered Accountants

On

Scheme of Amalgamation of

MAKESENSE TECHNOLOGIES LIMITED (TRANSFEROR COMPANY)

With

PB FINTECH LIMITED

( TRANSFEREE COMPANY )

M/s SPA CAPITAL ADVISORS LTD.

25, C-Block, Community Centre,

Janak Puri, New Delhi.

Tel: 011-45675585/011-45675558

Fax: 25572763

Website: www.spacapital.com

“Everything we hear is an opinion , not a fact. Everything we see is a perspective, not the truth. ”

April 26, 2022

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The Audit Committee, PB Fintech Limited Plot No. 119, Sector 44, Gurugram – 122 001, Haryana

The Board of Directors, Makesense Technologies Limited Plot No. 123, Sector 44, Gurugram – 122 001, Haryana

PURPOSE

We have been engaged to give fairness opinion on the valuation report provided by

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BACKGROUND

PB Fintech Limited (Transferee Company):

The equity shares of PBFL are listed on BSE limited and the National Stock Exchange of lndia Limited.

Share capital: The share capital structure of the Transferee Company as on 31 December 2021 is as follows:

Particulars	Amount in INR
Authorised Share Capital
49,05,00,000 equityshares of INR 2 each	98,10,00,000
9,50,000 compulsorily convertible preference shares of INR 20 each	1,90,00,000
Total	100,00,00,000
Issued, Subscribed and Paid up Share Capital
44,94,99,806 equityshares of INR 2 each	82,24,69,000
Total	82,24,69,000

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Makesense Technologies Limited (Transferor Company):

Share capital: The share capital structure of the Transferor Company as on 31 December 2021 is as follows:

Particulars	Amount in INR
Authorised Share Capital
2,55,00,000 equity shares of INR 10 each	25,50,00,000
30,00,000preference shares of INR 100 each	30,00,00,000
Total	55,50,00,000
Issued, Subscribed and Paid up Share Capital
12,16,500 equityshares of INR 10 each	1,21,65,000
Total	1,21,65,000

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TRANSACTION

We understand that this transaction involves amalgamation of MTL into PBFL pursuant to a Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

INFORMATION RELIED UPON

We have prepared the Fairness Opinion Report on the basis of the information provided to us and inter-alia the following:

i) Draft Scheme of Amalgamation; and
ii) Valuation Report dated April 26, 2022, issued by SSPA & Co. Chartered Accountants.
iii) Standalone audited financial statements of MTL for the 9 months period ended December 31, 2021.
iv) Other information as provided by the management of ‘PBFL’ and ‘MTL’ and its representatives.

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VALUATION APPROACHES USED BY SSPA & Co. Chartered Accountants

As per the Valuation Report issued by SSPA & Co. Chartered Accountants;

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On the basis of the Draft Scheme of Amalgamation and Valuation report issued by CONCLUSION

SSPA & Co. Chartered Accountants, and subject to the contents of this document, our work as described herein, to the best of our knowledge and belief, we are of the opinion that, as of the date hereof, the Share Exchange Ratio, as recommended by the Valuer, is fair in relation to the proposed Draft Scheme of Amalgamation.

For SPA Capital Advisors Limited

SEBI Regn. No.: INM 000010825)

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(Khushboo Tanwar) (Anish Kumar) Vice President Vice President

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DCS/AMAL/MJ/IP/2624/2022-23

“E-Letter”

January 06, 2023

The Company Secretary, PB Fintech Ltd.

Plot No. 119, Sector 44, Gugaon, Haryana-122001.

Dear Sir,

Sub: Observation Letter regarding the Scheme of Amalgamation of Makesense Technologies Limited with PB Fintech Limited and their respective Shareholders.

a) “Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and Shareholders, while seeking approval of the scheme.”
b) “Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.”
c) “Company shall ensure compliance with the SEBI Circulars issued from time to time.”
d) “The entities involved in the scheme shall duly comply with various provisions of the Circular.”
e) “Company is advised that the information pertaining to all the Unlisted Companies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”
f) “Company shall ensure that the Transferee Company discloses the value of assets and liabilities that are being transferred to PBFL, details of agreement entered into between PBFL and shareholders of MTL and reasons for withdrawing previous scheme of arrangement between PBFL and MTL as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking their approval u/s 230 to 232 of the Companies Act, 2013.
g) “Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”
h) “Company is advised that the details of the proposed Scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.”
i) “Company is advised that the proposed Equity Shares to be issued in terms of the ‘Scheme’ shall mandatorily be in demat form only.”

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j) “Company shall ensure that the ‘Scheme’ shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.”
k) “Company to ensure that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”
l) “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon'ble NCLT and the Company obliged to bring the observations to the notice of Hon'ble NCLT.”
m) “Company is advised to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”
n) “It is to be noted that the petitions are filed by the Company before Hon'ble NCLT after processing and communication of comments/observations on draft Scheme by SEBI/Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

i. To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
ii. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
iii. To duly comply with various provisions of the circulars.

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Yours faithfully, Sd/- Prasad Bhide

Senior Manager

Sd/-

Mahek Jaju Assistant Manager

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Ref: NSE/LIST/31102

January 06, 2023

The Company Secretary PB Fintech Limited Plot No. 119, Sector 44, Gugaon, Haryana, 122001.

Kind Attn.: Mr. Bhasker Joshi

Dear Sir,

a. Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the listed Company and the Stock Exchanges.
c. The entities involved in the scheme shall duly comply with various provisions of the Circular.
d. Company shall ensure that information pertaining to all the unlisted Companies involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
e. The Transferee Company shall ensure to disclose the value of details of assets & liabilities that are being transferred to PBFL, Details of agreement entered into between PBFL and Shareholders of MTL and reasons for withdrawing previous Scheme of arrangement between PBFL and MTL, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013.
f. Company shall ensure that the financials in the scheme including financials considered for valuation This Document is Digitally Signed report are not for period more than 6 months old.

Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jan 6, 2023 15:08:41 IST Location: NSE

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Continuation Sheet

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g. Company shall ensure that the details of the proposed Scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.
h. Company shall ensure that the proposed equity shares to be issued in terms of the “ S cheme” shall mandatorily be in demat form only
i. Company shall ensure that the “ S cheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
j. Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.
k. Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
l. Company shall comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.
m. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

The validity of this “Observation Letter” shall be six months from January 06, 2023, within which the Scheme shall be submitted to NCLT.

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jan 6, 2023 15:08:41 IST Location: NSE

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Continuation Sheet

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Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jan 6, 2023 15:08:41 IST Location: NSE

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DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED AND ALL OTHER ENFORCEMENT ACTION TAKEN AGAINST THE APPLICANT COMPANY 2 / TRANSFEREE COMPANY-PB FINTECH LIMITED, ITS PROMOTERS AND DIRECTORS

A notice under Section 148 of the Income Tax Act, 1961 (“Act”) was received by PB Fintech Limited for the assessment year 2015-16. In the aforesaid notice the Assessing Officer (“AO”) had stated that he had reasons to believe income of ₹1,189.51 million on account of share capital including share premium received during the relevant year has escaped assessment. In response to the aforesaid notice, the Company filed its objection to the re-opening of the case and while disposing the objections, the AO shared the report of DDIT (I&CI) in which it was mentioned the transaction of share premium during the year is considered explained. Aggrieved by the actions of the Income tax department, the Company filed an appeal before the Punjab and Haryana High Court (“PHHC”) on February 24, 2022. Stay has been provided by the PHHC and the matter is currently pending.
An order dated March 16, 2023 was passed u/s 250 of the Income Tax Act, 1961 (“Act”) by the CIT (Appeals) for assessment year 2016-17 for PB Fintech Limited “the company”. CIT (Appeals) in its order has confirmed the additions u/s 68 done by the Ld. AO stating that the Company has failed to prove the genuineness of the transactions and creditworthiness of the resident investor(other than venture capitalist) and also has made additions u/s 56(2)(viib) being monies as share premium received from venture capital funds in excess of NAV or any other value to calculated by the Ld. AO [while giving effect to the order passed by CIT(A)] by stating that our company is not venture capital undertaking which is prerequisite condition for non-applicability of section 56(2)(viib) of the Act. Further, the CIT (Appeals) has allowed relief to company by deleting the addition done by Ld. AO of ESOP expenses and also allowing the setoff of losses against the aforesaid additions. The company has not yet received the notice of demand as the appeal effect is pending. Aggrieved by the outcome of CIT (Appeal) order, the company shall file an appeal before the Income Tax Appellant Tribunal (ITAT) against the order of CIT (Appeal).
Directorate General of Goods and Services Tax Intelligence (DGGI) Mumbai is investigating PB Fintech Limited and its subsidiary companies i.e Policybazaar Insurance Brokers Private Limited, Paisabazaar Marketing and Consulting Private Limited for verification of GST input claim by them and in pursuant to this DGGI is issuing summons to their vendors for providing the proof of services rendered by them to insurance companies. Various summons were issued and the Company have complied to it timely.
Priyank Singh vs. Yashish Dahiya, Alok Bansal, Sarbvir Singh and Sharat Dhall: The complainant alleged that his policy has been wrongly issued with only Petrol fuel type and when he came to know the same, he requested the insurance company to add CNG in the fuel type. The complainant alleged that even after the inspection of the vehicle and submitting all the relevant documents his request was rejected by the insurance company on hyper-technical grounds. The case is listed for the Complainant’s Evidence before the Consumer District Redressal Forum, Lucknow on July 22, 2023.
Mr. Kaushik Dutta, has been arrayed as a defendant in a civil suit for damages, along with 127 others, filed by Satyam Computers Services Ltd. (“Plaintiff”) in 2012 before the City Civil Court at Hyderabad. The civil suit has been filed against the erstwhile management of the Plaintiff, certain chartered accountancy firms, and the partners/directors of such chartered accountancy firms, including Mr. Kaushik Dutta (as he then was) and others, alleging, inter alia, breach of fiduciary, statutory and contractual obligations by the chartered accountancy firms in carrying out

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Ms. VeenaVikas Mankar received a notice in 2021 u/s 148 the Income Tax Act, 1961 (“Act”) for Assessment Year 2017-18 where in information was sought on 7 different points. Ms. VeenaVikas Mankar had contested the legality of the notice. However, in 2022, the Hon’ble Supreme Court of India passed a judgement in a similar case which confirmed the validity of these notices. Subsequent to which, she has submitted the information required with the department. The department passed an order u/s 148A(d) dropping 5 of the 7 points specified in the notice. There are only 2 points in dispute for which she has already submitted her contention on 7th February 2023. The response from the department is awaited.
Ms. Veena Vikas Mankar have filed a case in the Mumbai High Court contesting the Employees Provident Fund Organisation’s claim. The order dated 22[nd] September, 2021 was passed by the Court granting ad interim reliefs, which was to continue till the next date of hearing i.e 20th October, 2021. The court modified the order dated 20[th] October 2021 to reflect extension of the interim reliefs. This matter was scheduled to be listed next on 01[st] December 2021. On the above mentioned date it was not listed, and has not been listed since.

Notes:

Apart from the details given above, the Company and Directors may be involved in various legal proceedings from time to time arising in the ordinary course of business. These proceedings notices may be in the nature of notices for tax/duty disputes labour disputes, third party claims, writ petitions, civil suit, arbitration proceedings including counter claims, complaints pursuant to Section 138 of the Negotiable Instruments Act, 1881, complaints disputes related to supplier dues etc., pending before various adjudicating forums. Further, in terms of the Company’s ‘Policy on Determination of Materiality for Disclosure of Events or Information’ framed in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no outstanding litigation that has not been disclosed to the Stock Exchanges. Also, based on said policy, there is no pending matter against the Company or its Directors, which if result in an adverse outcome may materially and adversely affect the Company’s operations or its financial position, or affect the positions of Directors of the Company, as the case may be.
The above mentioned details of ongoing adjudication and recovery proceedings prosecution initiated and all other enforcement action taken if any against the Company and Directors are provided as on 31[st] March 2023.

For PB Fintech Limited

Bhasker Digitally signed by Bhasker Joshi Joshi Date: 2023.04.13 19:43:12 +05'30' Bhasker Joshi Company Secretary & Compliance Officer

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THIS ABRIDGED PROSPECTUS CONTAINS 08 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

(Capitalised terms not defined herein shall have the meanings ascribed to them under the Scheme of Amalgamation)

MAKESENSE TECHNOLOGIES LIMITED

CIN: U74999HR2010PLC092002, Date of Incorporation : September 21, 2010

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Registered office Plot No. 123, Sector-	Corporate office Not applicable	Contact person Chintan Thakkar,	E-mail and Telephone E-mail: [email protected]	Website Not applicable
44, Gurugram,		Non-Executive	Telephone: +91-120-4841100
Haryana - 122 001		Director	(2031)

NAME OF PROMOTER OF THE TRANSFEROR COMPANY: INFO EDGE (INDIA) LIMITED*

Details of Offer to Public

Type of Issue (Fresh/ OFS/ Fresh & OFS) Fresh Issue Size (by no. of shares or by amount in Rs) OFS Size (by no. of shares or by amount in Rs) Total Issue Size (by no. of shares or by amount in Rs) Issue Under 6(1)/ 6(2)
	Share Reservation


	QIB NII RII

Not applicable

OFS: Offer for Sale

DETAILS OF THE SCHEME OF AMALGAMATION AND LISTING

DETAILS OF THE SCHEME OF AMALGAMATION

The Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date.

Rationale for the Scheme:

(i) The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and will result in the following benefits:

(a) streamlining of the corporate structure;

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(b) pooling of resources of the Transferor Company with the resources of the Transferee Company;

(c) significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;

(d) rationalisation of costs, time and efforts by eliminating multiple record keeping, administrative functions and consolidation of financials through legal entity rationalisation; and

(e) reduction of administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.

(ii) The Scheme is in the best interests of the shareholders, employees and the creditors of the Transferor Company and the Transferee Company.

Consideration for the amalgamation of the Transferor Company under the Scheme:

“5,98,90,000 equity shares of INR 2 each fully paid up of the Transferee Company in the proportion of the number of equity shares held by the shareholders in the Transferor Company”

LISTING

The equity shares of the Transferee Company, issued as consideration to the shareholders of the Transferor Company, are proposed to be listed on BSE and NSE.

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders ( upto a maximum of 10 selling shareholders )

Name	Type No of Shares offered/ Amount in ₹ WACA in ₹ per Equity Name Type	No. of Shares offered/ Amount in ₹ WACA in ₹ per Equity
	Not applicable

P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis

For details of price band and basis of offer price , please refer to price band advertisement and page xx of RHP- Not applicable*

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP- Not applicable

	Weighted Average Cost of Acquisition (in ₹) Upper End of the Price Band is ‘X’ times the WACA Range of acquisition price Lowest Price- Highest Price (in ₹)
Period

Trailing Eighteen Month from	Not applicable
the date of RHP

WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months from the date of RHP

RISKS IN RELATION TO THE FIRST OFFER

The face value of the Equity Shares is 2. The Floor Price, Cap Price and Offer Price determined by our Company and the Selling

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GENERAL RISKS

PROCEDURE

PRICE INFORMATION OF BRLM’s*

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PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY
Sr. No. Name Individual/Corporate Experience & Educational Qualification
1.	Info Edge (India)	Corporate	Experience:Info Edge (India) Limited (“IEIL”) was
	Limited		incorporated on May 1, 1995, as a private limited
			company under the Companies Act, 1956. It was
			converted into a public company on April 27, 2006. The
			equity shares of IEIL are listed on BSE and NSE. Its
			corporate identity number is L74899DL1995PLC068021
			and its registered office is situated at Ground Floor, 12A,
			94, Meghdoot, Nehru Place, New Delhi – 110019.

			IEIL is primarily in the business of operating multiple
			internet-based services through its various web portals
			and mobile applications. It currently operates in four
			service verticals – (a) in recruitment solutions through its
			brands naukri.com, iimjobs.com, hirist.com,
			ambitionbox.com, bigshyft.com, jobhai.com; (b) in real
			estate services through its brand 99acres.com; (c) in
			matrimonial services through its brand jeevansaathi.com;
			and (d) in education services through its brand
			shiksha.com.

			EducationalQualification:Not applicable

Details of promoter/s should not exceed 500 words while explaining their experience and educational qualifications

BUSINESS OVERVIEW AND STRATEGY

Product/Service Offering : The Transferor Company was incorporated to carry out the following main objects:

To carry on the business of providing services and solutions in relation to placement consultancy, personnel recruitment, staffing, professional hiring, high skilled executive search payroll consultancy, head hunting, management training, post recruitment services, human financial matters, management consultancy, human technical matters, temporary staffing and other related services, to all kinds of persons, firms or organizations, either society or on behalf of such persons, firms or organizations, whether in India or overseas in all categories of manpower requirements.
To develop, possess, buy, sell and market certain technological solutions in area of placement consultancy including technologies like development and marketing of a recruitment framework software to aid in searching for candidates, job openings, arranging, screening and filtering of data in curriculum vitae/ resume of candidates and to carry out all acts so as to effectively find the right person for the right job in the shortest possible time frame.

Revenue segmentation by product/service offering : Not applicable – There are no different revenue segments of the Transferor Company.

Geographies Served : Not applicable

Revenue segmentation by geographies : Not applicable

Key Performance Indicators : The Transferor Company does not publish any key performance indicators other than financial information as stated in its audited financial statements.

Client Profile or Industries Served : Not applicable

Revenue segmentation in terms of top 5/10 clients or Industries : Not applicable

Intellectual Property, if any : Not applicable

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Market Share : Not applicable

Manufacturing plant, if any : Not applicable

Employee Strength : 0

Note:

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Calcutta. He joined Temasek Holdings Advisors India Private Limited (“ Temasek ”) in 2008 and is currently the managing director at Temasek’s investment team based in India. With around 15 years of investment experience, he currently co-manages the investment activities of Temasek’s Indian team and serves on the board of Indiaideas Com Limited (BillDesk), and Open Financial Technologies Private Limited. Prior to joining Temasek, he was associated with investment banking at Merrill Lynch, Mumbai, for 8 years. OBJECTS OF THE ISSUE

Details of means of finance – Not applicable

The fund requirements for each of the objects of the Issue are stated as follows: (₹ in crores)

Sr. No. Objects of the Issue Total estimate Amount Amount to be financed from	Estimated Net Proceeds
	Utilization
cost Deployed till Net Proceeds	Fiscal 20_ Fiscal 20_
Not applicable

Name of monitoring agency, if any- Not applicable

Terms of Issuance of Convertible Security, if any

Shareholding Pattern:	Shareholding Pattern:

Sr. No.	Particulars	Pre Issue number of shares	% Holding of Pre issue

1.	Promoter and Promoter Group	608,305	50.01%
2.	Public	608,195	49.99%
	Total	1,216,500	100.00%

Number/amount of equity shares proposed to be sold by selling shareholders, if any- Not applicable

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CONSOLIDATED AUDITED FINANCIALS

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1Total income from operations (Net) excludes the amount of other income as mentioned in the financial statements of the Transferor Company.

2Profit before tax and extraordinary items includes the amount of exceptional items.

3Basic and Diluted earnings per share are calculated after considering the exceptional items.

4Return on net worth % has been calculated by applying the following formula: Net Profit/ (Loss) after tax and extraordinary items divided by Net worth and multiplied by 100.

5Net asset value per share has been calculated by applying the following formula: sum of the balance of Equity Share Capital & Reserves and Surplus divided by number of outstanding equity shares.

INTERNAL RISK FACTORS

The below mentioned risks are top 5 risk factors as per the Abridged Prospectus:

The Transferor Company has not generated revenue for operations for the past three fiscals i.e. March 31, 2023, March 31, 2022 and March 31, 2021. Any reduction in other income of the Transferor Company or inability to raise capital from the existing or future shareholders of the Transferor Company can adversely affect the cash flows and future prospects of the Transferor Company.
The Transferor Company has negative cash flows from operating activities for the past three fiscals i.e. March 31, 2023, March 31, 2022 and March 31, 2021. Such negative cash flows from operating activities can adversely affect the cash position and reputation of the Transferor Company.
The Transferor Company is vulnerable to volatility in the interest rates as currently, the Transferor Company generates its entire income from fixed deposits. Any adverse change in the interest rates for fixed deposits can lead to reduction in the cash flows and future prospects of the Transferor Company.
The Transferor Company is a jointly held by Info Edge (India) Limited and MacRitchie Investments Pte. Ltd. Any dispute or stalemate between the joint venture partners can lead to delay in decision making in the Transferor Company which can adversely affect the business, reputation and future prospects of the Transferor Company.
Any non-compliance with the regulatory and statutory laws of India may lead to penalties and fines which can adversely affect the cash position of the Transferor Company.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the Transferor Company and amount involved

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B. Brief details of top 5 material outstanding litigations against the Transferor Company and amount involved:

Sr. No.	Particulars	Litigation filed by	Current status	Amount involved
		Nil

C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any (200 - 300 words limit in total):
During the financial year 2021-22, a penalty of ₹11,800 each, was imposed on Info Edge (India) Limited (“ IEIL ”) for alleged non-compliance with Regulation 44(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) by NSE and BSE (NSE and BSE together, the “ Stock Exchanges ”), respectively. The penalty was imposed for delay in submission of voting results of the shareholders’ meeting of IEIL held on April 12, 2021, to consider and approve the scheme of amalgamation of Highorbit Careers Private Limited with IEIL. IEIL paid the penalty on May 31, 2021 subject to final disposal of an application made by IEIL for waiver of the penalty imposed. IEIL had filed the application on May 31, 2021 with the Stock Exchanges for waiver of the penalty on the grounds that the requirements of the Listing Regulations could not be met as the shareholders’ meeting was held in accordance with the directions of the National Company Law Tribunal, Principal Bench, New Delhi (“ NCLT ”) and all disclosures were made by IEIL within the timelines stipulated by the NCLT and the delay in compliance, if any, was only due to the non-availability of the report of the NCLT appointed Chairperson. IEIL intimated the voting results to the Stock Exchanges on April 20, 2021, after receipt of the report of the NCLT appointed Chairperson, which included the voting results of the said shareholders’ meeting, on April 19, 2021 which is within 48 hours of receiving the report of the NCLT appointed Chairperson. Accordingly, NSE considered the waiver application filed by IEIL favorably and refunded the penalty amount on October 22, 2021. Subsequently, BSE vide an e-mail dated July 19, 2022 has informed that IEIL’s request for waiver of the penalty has been approved and the penalty amount paid by IEIL will be adjusted towards payment payable to BSE.
D. Brief details of outstanding criminal proceedings against Promoters (200 - 300-word limit in total): Nil

ANY OTHER IMPORTANT INFORMATION AS PER BRLM / ISSUER COMPANY NIL

DECLARATION BY THE TRANSFEROR COMPANY

For Makesense Technologies Limited Chintan Thakkar Director Place: Gurugram Date: July 27, 2023

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AI assistant

PB Fintech Limited — Proxy Solicitation & Information Statement 2023

61288_rns_2023-08-01_a8e8839c-da4b-470c-8e5f-1ec56e727f7a.pdf

Date: 1[st] August 2023

Symbol: POLICYBZR

PB FINTECH LIMITED

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF PB FINTECH LIMITED PURSUANT TO THE ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH

INDEX

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF MAKESENSE TECHNOLOGIES LIMITED WITH PB FINTECH LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To

The Equity Shareholders of PB Fintech Limited

Notes for the Meeting:

16. THE INSTRUCTIONS FOR EQUITY SHAREHOLDERS FOR REMOTE E-VOTING AND JOINING MEETING ARE AS UNDER:

The instruction and other information relating to remote e-voting are as under:

Login method for Individual Equity Shareholders holding equity shares in demat mode is given below:

5.

Guidelines for Institutional Equity Shareholders:

6. Helpdesk for Individual Equity Shareholders holding equity shares in physical mode and Institutional Equity Shareholders:

7.

Helpdesk for Individual Equity Shareholders holding equity shares in demat mode:

8.

Individual Equity Shareholders holding equity shares in physical mode has forgotten the password:

9. Individual Equity Shareholders holding equity shares in demat mode with NSDL/ CDSL has forgotten the password:

10. Instructions for attending the Meeting through InstaMeet:

12. Instructions for Equity Shareholders to vote during the Meeting through InstaMeet:

Or

FORM NO. CAA. 2

IN THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH CA (CAA) No. /23/Chd/Hry/2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF MAKESENSE TECHNOLOGIES LIMITED WITH PB FINTECH LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

1. MEETING FOR THE SCHEME

2. RATIONALE AND BENEFITS OF THE SCHEME

3. BACKGROUND OF THE COMPANIES

3.1.5 The share capital structure of the Transferee Company as on 15[th] July 2023 is as follows:

3.2 Particulars of the Transferor Company

4. SALIENT FEATURES OF THE SCHEME

5. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

6. BOARD APPROVALS

7. INTEREST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”) AND THEIR RELATIVES:

8. EFFECT OF SCHEME ON STAKEHOLDERS

8.1 Equity Shareholders (promoter and non-promoter shareholders) and KMP

8.2 Directors

8.3 Employees

8.4 Creditors, Debenture holders and Debenture Trustees

8.5 Depositors and Deposit Trustees

9. CAPITAL/ DEBT RESTRUCTURING

10. NO INVESTIGATION PROCEEDINGS

11. AMOUNTS DUE TO UNSECURED CREDITORS

12. PRE ARRANGEMENT AND POST ARRANGEMENT SHAREHOLDING PATTERN

13. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

14. VALUATION REPORT AND FAIRNESS OPINION

15. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

16. DISCLOSURE OF ADDITIONAL INFORMATION PURSUANT TO OBSERVATION LETTERS DATED 6[TH] JANUARY 2023 ISSUED BY BSE AND NSE

17. ABRDIGED PROSPECTUS

18. INSPECTION OF DOCUMENTS

Submitted to

PB FINTECH LIMITED AND MAKESENSE TECHNOLOGIES LIMITED

FAIRNESS OPINION

On

With

PB FINTECH LIMITED

M/s SPA CAPITAL ADVISORS LTD.

PURPOSE

We have been engaged to give fairness opinion on the valuation report provided by

BACKGROUND

PB Fintech Limited (Transferee Company):

Makesense Technologies Limited (Transferor Company):

TRANSACTION

INFORMATION RELIED UPON

VALUATION APPROACHES USED BY SSPA & Co. Chartered Accountants

On the basis of the Draft Scheme of Amalgamation and Valuation report issued by CONCLUSION

For SPA Capital Advisors Limited

January 06, 2023

Kind Attn.: Mr. Bhasker Joshi

DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED AND ALL OTHER ENFORCEMENT ACTION TAKEN AGAINST THE APPLICANT COMPANY 2 / TRANSFEREE COMPANY-PB FINTECH LIMITED, ITS PROMOTERS AND DIRECTORS

Notes:

For PB Fintech Limited

PB Fintech Limited Proxy Solicitation & Information Statement 2023