Date: June 30, 2026

Board Meeting Outcomes

The M&A and Investment Committee of the Board of PB Fintech Limited approved three key items at its meeting held on Tuesday, June 30, 2026:

1. Authorization to invest funds aggregating up to ₹20,00,00,000 (Rupees Twenty Crore Only) in the form of capital into PB Pay Private Limited, a wholly owned subsidiary of the Company, in one or more tranches.

2. Approval for Incorporation of a step-down subsidiary in Dubai, United Arab Emirates (UAE) as a wholly owned subsidiary of PB Fintech FZ LLC under the name "Policybazaar Financial Advisors (DIFC) LLC" or another approved name within the Dubai International Financial Centre (DIFC).

3. Approval for Incorporation of another step-down subsidiary in Dubai, UAE as a wholly owned subsidiary of PB Fintech FZ LLC under the name "PB Re Brokers (DIFC) LLC" or another approved name within the DIFC.

Investment in Wholly-Owned Subsidiary (PB Pay Private Limited)

Target Entity Details:

  • Name: PB Pay Private Limited
  • Authorised Capital: ₹50,00,00,000 (Rupees Fifty Crores Only)
  • Paid-up Capital: ₹37,00,00,000 (Rupees Thirty Seven Crores Only)
  • Turnover (31.03.2026): Nil (company had not commenced business operations as of March 31, 2026)

Transaction Details:

  • The investment constitutes a related party transaction as PB Pay is a wholly owned subsidiary
  • No promoter/promoter group interest involved as PB Fintech Limited is professionally managed with no identifiable promoter
  • Transaction is conducted at arm's length basis
  • Industry: Online Payment Aggregation

Purpose and Impact:

The capital infusion is to support business expansion and/or meet capital adequacy/net worth criteria mandated by the Reserve Bank of India (RBI) for operating as a Payment Aggregator.

Regulatory Status:

  • RBI granted In-Principle authorization to PB Pay to operate as an Online Payment Aggregator under the Payment and Settlement Systems Act, 2007 vide letter no. CO. DPSS.AUTH.No.S48/02.27.004/2025-26 dated April 15, 2025
  • RBI granted Certificate of Authorisation No. 290/2026 to PB Pay to commence/carry on business of payment aggregator w.e.f. February 6, 2026 vide letter no. CO.DPSS.AUTH.No.S1207/02.27.004/2025-26 dated February 6, 2026

Investment Terms:

  • Consideration: Cash
  • Amount: Up to ₹20,00,00,000 (Rupees Twenty Crore Only) in one or more tranches
  • Method: Subscription to equity shares of ₹10 (Rupees Ten Only) each of PB Pay
  • Incorporation Date: April 9, 2024
  • Country: India

Dubai Subsidiary Formations

Policybazaar Financial Advisors (DIFC) LLC:

  • Status: Yet to be incorporated
  • Country: Dubai, United Arab Emirates (UAE)
  • Structure: Wholly owned subsidiary of PB Fintech FZ LLC (step-down subsidiary of PB Fintech Limited)
  • Industry: Long-term insurance products
  • Business: Will seek Category 4 licence from Dubai Financial Services Authority (DFSA) to carry out regulated activities of 'Advising on Financial Products' and 'Arranging Deals in Investments' specifically for Long-Term Insurance Contracts within and from DIFC
  • Investment: Up to AED 1.5 Million (approximately ₹4 Crore) by PB Fintech FZ LLC
  • Shareholding: 100% held by PB Fintech FZ LLC

PB Re Brokers (DIFC) LLC:

  • Status: Yet to be incorporated
  • Country: Dubai, United Arab Emirates (UAE)
  • Structure: Wholly owned subsidiary of PB Fintech FZ LLC (step-down subsidiary of PB Fintech Limited)
  • Industry: Reinsurance and/or Managing General Agent (MGA)
  • Business: Will seek licence from DFSA to carry out regulated activities of 'Acting as a Reinsurance Broker' and 'Managing General Agent (MGA)' within and from DIFC
  • Investment: Up to AED 1.7 Million (approximately ₹5 Crore) by PB Fintech FZ LLC
  • Shareholding: 100% held by PB Fintech FZ LLC

Regulatory Approvals:

For both Dubai entities, all necessary approvals shall be taken by the proposed entities as and when required.

Compliance Information

  • Disclosure made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Detailed disclosures compliant with Regulation 30 read with Schedule III of SEBI Listing Regulations and SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • Disclosure hosted on company website: www.pbfintech.in
  • Signed by Bhasker Joshi, Company Secretary and Compliance Officer