Due Diligence Certificate 31.07.2021

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ANNEXURE III

July 31, 2021

Securities and Exchange Board of India


Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, G Block
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051, India

Dear Sir/ Madam,

Re: Proposed initial public offering of equity shares of PB Fintech Limited

We, Kotak Mahindra Capital Company Limited and Morgan Stanley India Company Private Limited
as the joint JGC-BRLMs and Citigroup
Global Markets India Private Limited, HDFC Bank Limited, ICICI Securities Limited, IIFL Securities
Limited and Jefferies India Private Limited as the book running lead managers ( BRLMs
together with JGC-BRLMs, the Lead Managers ), who have been appointed by the Company and the
Selling Shareholders as Lead Managers to manage the Offer, confirm that:

(1) We have examined various documents including those relating to litigation, including
commercial disputes, patent disputes, disputes with collaborators, etc. and other documents in
connection with the finalisation of the draft red herring prospectus dated July 31, 2021
DRHP Offer;

(2) On the basis of such examination and the discussions with the Company, its Directors and other
officers, other agencies and independent verification of the statements concerning the objects
of the Offer, price justification and the contents of the documents and other papers furnished
by the Company and the Selling Shareholders, we confirm that:

(a) SEBI
conformity with the documents, materials and papers which are material to the Offer;

(b) all material legal requirements relating to the Offer as specified by the SEBI, the
Central Government and any other competent authority in this behalf have been duly
complied with; and

(c) the material disclosures made in the DRHP are true and adequate to enable the investors
to make a well-informed decision as to the investment in the proposed Offer and such
disclosures are in accordance with the requirements of the Companies Act, 2013, as
amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI ICDR Regulations
applicable legal requirements.

(3) Besides ourselves, all the intermediaries named in the DRHP are registered with the SEBI and
that until date such registrations are valid. Complied with and noted for compliance.

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(4) We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting
commitments. Noted for compliance.

(5) Written consent from the promoter has been obtained for inclusion of its Equity Shares as part
ion subject to lock-in and the Equity Shares proposed to form part
-in, shall not be disposed or sold or transferred by
the promoters during the period starting from the date of filing the DRHP with the SEBI until
the date of commencement of lock-in period as stated in the DRHP. Not applicable.

(6) All applicable provisions of the SEBI ICDR Regulations, which relate to Equity Shares

with and appropriate disclosures as to compliance with the said regulation(s) have been made
in the DRHP. Not applicable.

(7)
contribution prior to opening of the Offer, shall be complied with. We confirm that
arrangements have been made to en

shall be duly submitted to the SEBI. We further confirm that arrangements have been made to
ensure
commercial bank and shall be released to the Company along with the proceeds of the Offer.
Not applicable.

(8) Necessary arrangements have been made to ensure that the monies received pursuant to the
Offer are credited or transferred in a separate bank account as per the provisions of sub-section
(3) of Section 40 of the Companies Act, 2013, as amended, and that such monies shall be
released by the said bank only after permission is obtained from all the Stock Exchanges and
that the agreement entered into between the Bankers to the Offer and the Company specifically
contains this condition. Noted for compliance.

(9) The existing business as well as any new business of the Company for which funds are being
of Association of
the Company or the charter of the Company and that the activities which have been carried on
in the last ten years are valid in terms of the object clause of the Memorandum of Association
of the Company. Complied with to the extent applicable.

(10) Following disclosures have been made in the DRHP:

(a) An undertaking from the Company that at any given time, there shall be only one
denomination for the Equity Shares of the Company excluding SR equity shares, where
the Company has outstanding SR equity shares; Complied with to the extent
applicable; and

(b) An undertaking from the Company that it shall comply with all disclosure and accounting
norms specified by the SEBI. Complied with to the extent applicable and noted for
compliance.

(11) We shall comply with the regulations pertaining to advertisements in terms of the SEBI ICDR
Regulations. Noted for compliance.

(12) We certify that the entity is eligible to list on the innovators growth platform in terms of the

25
provisions of Chapter X of SEBI ICDR Regulations. Not applicable.

We enclose in Annexure III A, a note explaining how the process of due diligence has been exercised
by the Lead Managers, including in relation to the business of the Company, the risks in relation to the
business, and that the related party transactions entered into for the periods disclosed in the DRHP have
been entered into by the Company in accordance with applicable laws.

We enclose in Annexure III B, a checklist confirming regulation-wise compliance with the applicable
provisions of the SEBI ICDR Regulations, containing details such as the regulation number, its text,
the status of compliance, page number of the DRHP where the regulation has been complied with and
our comments, if any.

All capitalized terms used herein and not specifically defined shall have the same meaning ascribed to
such terms in the DRHP.

Thanking you,

Sincerely,

[Reminder of this page intentionally left blank]

26
This signature page forms an integral part of the letter to be submitted to SEBI for the IPO of PB Fintech
Limited.

For Morgan Stanley India Company Private Limited

Authorised Signatory
Name: Shashank More
Designation: Executive Director
Contact Number: +91 22 6118-3407
Email: shashank.more@morganstanley.com
This signature page forms an integral part of the letter to be submitted to SEBI for the IPO of PB Fintech
Limited.

For Citigroup Global Markets India Private Limited

Authorised Signatory
Name: Mitul Shah
Designation: Director
Contact Number:+91 98216 52211
Email: mitul1.shah@citi.com
This signature page forms an integral part of the letter to be submitted to SEBI for the IPO of PB Fintech
Limited.

For ICICI Securities Limited

Authorised Signatory
Name: Rupesh Khant
Designation: Vice President

Email:
This signature page forms an integral part of the letter to be submitted to SEBI for the IPO of PB Fintech
Limited.

For Jefferies India Private Limited

Authorised Signatory
Name: Aman Puri
Designation: Vice President
Contact Number: +91 22 4356 6000
Email: policybazaar.ipo@jefferies.com
ANNEXURE III A

Note explaining how the process of due diligence has been exercised

We, the Lead Managers, have carried out a due diligence exercise on the Company for the purposes of
complying with the Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI ICDR Regulations and other applicable laws,
and to the extent customary for initial public offerings in India. The due diligence process carried out
by us commenced with interactions with the senior management of the Company to gain an
understanding of, amongst other matters, the business of the Company, key risks involved and financial
overview. In this regard, we provided the Company with a due diligence questionnaire and information
request list prepared in consultation with Legal Counsels (as defined hereinafter). In response to the
questionnaire and the information requisition list, the Company provided us with supporting documents
for our review and gave us explanations for our queries. In order to facilitate such review, the Company
set up an online data room where copies of such relevant documents were made available for
undertaking the due diligence.

All capitalized terms used herein and not specifically defined shall have the same meanings ascribed to
such terms in the draft red herring prospectus dated July 31, DRHP

In connection with the Offer, Shardul Amarchand Mangaldas & Co. has been appointed as the legal
counsel to the Company as to Indian Law, Cyril Amarchand Mangaldas has been appointed as legal
counsel to the Lead Managers as to Indian law, Latham & Watkins LLP has been appointed as the
international legal advisers to the Company, Linklaters Singapore Pte. Ltd. has been appointed as the
international legal advisers to the Lead Managers Legal Counsels , Morrison &
Foerster LLP has been appointed as international legal advisers to SVF Python II (Cayman) Limited
and IndusLaw has been appointed as legal counsel to SVF Python II (Cayman) Limited as to Indian
law. The Legal Counsels have assisted the Lead Managers in carrying out legal due diligence, drafting
of the DRHP in compliance with the SEBI ICDR Regulations and other applicable laws, and advised
the Company and the Lead Managers on other legal matters, in connection with the Offer, including for
the purpose of issuing legal opinions in relation to the Offer to the Lead Managers, as applicable. We
were also assisted by the statutory auditors of the Company, Price Waterhouse Chartered Accountants
LLP (the Statutory Auditors in the financial due diligence and have reviewed certain matters
including an examination report
dated July 26, 2021 in relation to the Restated Financial Statements of the Company. In addition, ASC
& Associates, Chartered Accountants, acting in their capacity as an independent chartered accountant,
Independent CA have provided a statement of special tax benefits to the Company, its material
subsidiaries, namely Policybazaar Insurance Brokers Private Limited (formerly known as Policybazaar
Insurance Web Aggregator Private Limited) and Paisabazaar Marketing and Consulting Private Limited
Material Subsidiaries , and their respective shareholders, verified and provided certifications with
respect to certain information included in the DRHP, including, without limitation, key performance
indicators and operational information about the Company, average cost of acquisition of Equity Shares
by the Selling Shareholders, compliance with corporate governance requirements by the Company, the
employee stock option plans instituted by the Company, outstanding borrowings of the Company,
details of any amounts outstanding to micro, small and medium enterprises, and material creditors and
other creditors of the Company. As on the date of the DRHP, the Statutory Auditors and Independent
CA hold valid peer review certificates.

The Statutory Auditors and Independent CA have consented to be named as an expert, in terms of the
Companies Act, 2013, as amended, in the DRHP and such consent has not been withdrawn as at the
date of filing of this DRHP with the SEBI.

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Further, industry and market data has been derived from the report prepared by Frost & Sullivan (India)
Frost & Sullivan State of Insurance and Consumer Credit Market of India:
Unlocking the Digital Opportunity , 2021, which has been commissioned by the Company
Frost & Sullivan Report Industry Overview
DRHP.

1. Business and Commercial Diligence

The due diligence process in relation to general business and commercial matters included:

(a) Organizing and attending virtual meetings with the Company to develop an understanding
of the business, history and other matters relating to Company and its subsidiaries and the
industry overview and the regulatory environment, which were attended by members of
the Company team including the Chairman, Executive Director and Chief Executive
Officer, Whole-time Director and Chief Financial Officer, Company Secretary and
Compliance Officer and other Key Managerial Personnel and members of the secretarial,
legal and financial departments of the Company, the Lead Managers, the Legal Counsels
and the Statutory Auditors. An overview of the business of the Company, the industry in
which it operates, the regulatory framework with respect to the business, the corporate
structure, the capital structure, financials of the Company were presented, followed by
interactive discussions.

(b) including the Company


Directors, the Chief Financial Officer, Company Secretary and Compliance Officer as well
operations, legal and finance departments
and the Statutory Auditors for the purpose of gaining an understanding about the business,
the risks involved and the financial performance of the Company, among other matters.
These interactions included (i) online due diligence meetings, online drafting sessions and
conference calls to discuss and draft disclosures in the DRHP; (ii) due diligence calls with
the Statutory Auditors and Industry consultant; (iii) bring-down due diligence calls to
receive updated information from the Company before filing the DRHP; (iv) due diligence
calls with material third parties including Insurer Partners and Lending Partners; and (v)
seeking certifications from the Company, its Subsidiaries, Group Company, Directors, Key
Managerial Personnel and the Selling Shareholders. These interactions were conducted
with the objective of assisting the Company to prepare the disclosures in the DRHP as
required under the SEBI ICDR Regulations and other applicable laws with regard to the
Offer. Accordingly, disclosures in respect of the business carried out by the Company as

We shall continue to undertake


these interactions and due diligence calls until completion of the Offer.

(c) Further, we also interacted with the Selling Shareholders and their representatives and legal
counsel, as applicable, to prepare disclosures in the DRHP in relation to such Selling
Shareholders and the Equity Shares offered by them as part of Offer for Sale in the Offer,
and obtained certifications in this regard.

(d) Interacting with the industry consultant, namely, Frost & Sullivan and obtaining a consent
from them for including extracts of the Frost & Sullivan Report, in support of certain
disclosures included in the DRHP including doing customary due diligence call with them.

35
(e) Requesting the Company to provide documents based on the requirements under the SEBI
ICDR Regulations and other applicable laws in a virtual data room and reviewing those
documents along with the Legal Counsels, as is customary in such transactions.

(f) Obtaining and relying on certificates, confirmations and representations and undertakings
from and on behalf of, as applicable, from the Company, its Subsidiaries, Group Company,
Directors, Key Managerial Personnel, the Selling Shareholders, the Statutory Auditors,
Independent CA and other documents, including the reports by independent industry
sources, in support of certain disclosures made in the DRHP.

(g) Reviewing, together with the Legal Counsels, certain business-related agreements entered
into by the Company. Where such agreements and other written communications as
applicable, were large in number and standard in form, we have carried out our review on
a sample basis for the disclosures made in this regard in the DRHP.

(h) Obtaining and relying on certificates from the Statutory Auditors, in support of certain
disclosures made in the DRHP.

(i) Obtaining circle-ups from the Statutory Auditors on financial information and certification
from the Independent CA for the operational data and certain financial related information
included in the DRHP.

2. Industry Information

Further, industry and market data has been derived from the Frost & Sullivan Report for
Industry Overview the DRHP.

3. Outstanding Litigation Proceedings

The Company has disclosed the following outstanding litigation involving the Company, its
Subsidiaries, Directors and Group Company, as applicable, in accordance with the requirements
under SEBI ICDR Regulations: (a) all criminal proceedings; (b) all actions by regulatory
authorities and statutory authorities; (c) claims related to direct and indirect taxes, in a
consolidated manner, giving the number of cases and total amount; and (d) other pending
litigations, as per the policy of materiality adopted by the Board of the Company by a resolution
dated July 26, 2021 Materiality Policy , Outstanding Litigation
and Material Developments . Disclosures on outstanding litigation and material
creditors have been made as per the Materiality P Outstanding
Litigation and Material Developments

The Company provided a list of outstanding litigations involving the Company and its
Subsidiaries and supporting documents for material proceedings involving the Company and
its Subsidiaries. Further, we have, from time to time, interacted with the relevant representatives
of the Company to understand the status of material pending proceedings involving the
Company and its Subsidiaries.

Further, pre-litigation notices received by the Company, its Subsidiaries or Directors from third
parties (other than those issued by statutory/ regulatory/ governmental/ tax notices) received by
the Relevant Parties, were not considered as litigation until such time that any of the Company,

36
its Subsidiaries or Directors, as the case may be, were impleaded as defendants in litigation
proceedings before any judicial forum.

Pursuant to the SEBI ICDR Regulations and the Materiality Policy, for the purposes of
disclosure, all pending litigations involving the Company, its Subsidiaries and Directors
Relevant Parties , other than criminal proceedings, actions by statutory or regulatory
authorities, and taxation matters, has been where: (i) the claim / dispute
amount, to the extent quantifiable, exceeds 1% of the revenue from operations of the Company
the Company as for Fiscal
2021 i.e., as per the Restated Consolidated Financial
Statements; (ii) tax proceedings which individually involve an amount greater than the
materiality threshold as defined in (i) above, to be disclosed individually; (iii) summary
disclosure of consumer complaints filed with consumer forums or Lok Adalats; and (iv) all
other outstanding litigation where the monetary impact is not quantifiable or the amount
involved may not exceed the materiality threshold, but an outcome in any such litigation would
materially and a
position or reputation of the Company.

The Company provided supporting documents for material civil cases, all outstanding criminal
proceedings and actions by statutory / regulatory authorities involving the Company and its
Subsidiaries. In relation to the litigation involving the Directors, relevant certificates have been

relation to litigation proceedings involving them have been included in the DRHP. Further, we
have had discussions with the management of the Company on the status of pending cases
involving the Company.

Outstanding legal proceedings in relation to direct and indirect taxes involving the Company
and its Subsidiaries have been disclosed in a consolidated manner giving details of number of
cases and total amount involved in such proceedings. With respect to such proceedings, we
have relied on a list provided by the Company. Further, taxation matters exceeding an amount
of 88.67 million have been disclosed separately in the DRHP.

In accordance with the SEBI ICDR Regulations, in respect of litigations involving the Group
Company, the Company is required to disclose only such pending litigations that can have a
material impact on the Company. In this regard, the Group Company through its certificate
addressed to the Company and the Lead Managers, has confirmed that there is no outstanding
litigation involving the Group Company that could have a material impact on the Company.
Based on the SEBI ICDR Regulations and the Materiality Policy, disclosures on dues to
material creditors have been provided in summary format (indicating the total number of, and
aggregate outstanding amounts due to such creditors). Pursuant to the Materiality Policy, for
the purposes of disclosures in the DRHP, outstanding dues as of March 31, 2021 as per the
Restated Consolidated Financial Statements having monetary value which e
million, have been considered material. Further, for outstanding dues to any party which is a
micro, small or a medium enterprise, the disclosure has been based on information available
with the Company regarding status of the creditors under Section 2 of the Micro, Small and
Medium Enterprises Development Act, 2006, as amended. Consolidated disclosure on the dues
to (a) material creditors; (b) creditors that are micro, small and medium enterprises; and (c)
other creditors have been provided in a summary format (indicating the total number of, and
aggregate outstanding amounts due to such creditors).

37
4. Subsidiaries, Directors, Key Managerial Personnel, Group Company and Selling
Shareholders

For the purposes of making certain disclosures with respect to the Subsidiaries, Directors, Key
Managerial Personnel, Group Company and the Selling Shareholders, we have obtained
certifications and certain other documents from the relevant entities/ persons. We also
interacted with the relevant parties to assist them to understand the requirements of law and
disclosures.
For the purposes of disclosure of the educational qualifications and professional experience of
Directors and Key Managerial Personnel of the Company, we have relied on relevant
transcripts, degree certificates, experience certificates, issued by previous and current
employers, information available in the public domain and other back-up documents.

On the basis of the Materiality Policy for identification of Group Companies, Info Edge (India)
Limited has been identified as a Group Company, for the purpose of disclosure in connection
with the Offer.

We have received confirmation from the Company, the Directors, Group Company and Selling
Shareholders, stating that they have not been debarred or prohibited from accessing the capital
markets or from buying, selling or dealing in securities under any order or direction passed by
the SEBI or any securities market regulator in any other jurisdiction or any other
authority/court. In addition, we have received confirmation from the Company and the
Directors stating that they have not been categorized as wilful defaulters as per the definition
in SEBI ICDR Regulations. We have also received confirmation from the Directors that they
have not been identified as
Regulations. We have also received confirmations from the Company and Selling Shareholders
in respect of their compliance with the Companies (Significant Beneficial Ownership) Rules,
2018, as on date of the DRHP, to the extent applicable.

5. Financial information of the Company

We conducted due diligence on financial matters, which included virtual meetings and due
diligence calls with the Statutory Auditors, discussions with the finance department of the
Company, review of reports and certificates prepared by Statutory Auditors, review of the
certificates prepared by Independent CA and other related documents. The Statutory Auditors
have provided the examination report on the Restated Consolidated Financial Statements of the
Company and its Subsidiaries which were prepared in accordance with the Companies Act,
2013, as amended and restated in accordance with the SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised) 2019 issued by the Institute of
Chartered Accountants of India for the Fiscals ended March 31, 2021, March 31, 2020 and
March 31, 2019. In addition, we have obtained certifications with respect to certain financial
information included in the DRHP from the Statutory Auditors. In addition, all related party
transactions have been disclosed in the manner required under Ind AS 24, as applicable, in the
Restated Consolidated Financial Statements included in the DRHP.

Further, the Statutory Auditors have delivered customary comfort letters to the Lead Managers
confirming certain financial information disclosed in the DRHP. We have also relied on the
statement of special tax benefits to the Company and its shareholders and Material Subsidiaries
issued by the Independent CA.

38
In addition, as per the requirements of the SEBI ICDR Regulations, the Company has uploaded
the annual audited standalone financial statements of the Company and its Material Subsidiaries
for past three fiscals on its website https://www.pbfintech.in/financials.

We have reviewed the certificate provided by the Independent CA on computation of the


rth, operating profit/loss and net tangible assets, each on a restated basis, to
assess eligibility of the Company to undertake the Offer under Regulation 6(2) of the SEBI
ICDR Regulations.

Further, we have relied on certification from the Independent CA in relation to certain financial
information included in the DRHP, including in connection with financial indebtedness as of
July 28, 2021.

6. Statutory and/or Regulatory and Other Diligence

In connection with due diligence of statutory and/or regulatory matters, we have along with the
Legal Counsels, reviewed the relevant statutory and/or regulatory records of the Company (and
its Material Subsidiaries), including relevant corporate records and filings made by the
Company (and its Material Subsidiaries) with various key statutory and/or regulatory
authorities, material licenses, approvals and registrations applied for and/or received by the
Company (and its Material Subsidiaries) and such other documents as we have deemed
necessary and as have been provided to us by the Company from time to time. We have also
relied on representations and certifications provided by the Company in connection with such
statutory and/or regulatory matters. In relation to the build-up of the existing share capital of
the Company, we have reviewed the statutory forms and resolutions filed with the RoC and
statutory registers prepared and maintained by the Company.

In add -
related approvals obtained by the Company (and its Material Subsidiaries) and taxation related
registrations, we have, in the DRHP, summarized the type of material approvals required by
the Company for carrying on their respective business operations. The description of the
material approvals required for the business operations, and disclosure of such material
approvals in respect of which applications have been made has been disclosed in the DRHP.

7. Objects of the Offer

The objects of the Fresh Issue are:

a) Enhancing visibility and awareness of the brands, including but not limited to

b) New opportunities to expand Consumer base including offline presence;

c) Strategic investments and acquisitions;

d) Expanding presence outside India; and

e) General corporate purposes.

39
Further, the Selling Shareholders will be entitled to their respective portion of the proceeds of
the Offer for Sale after deducting their proportion of Offer expenses and relevant taxes thereon.
The Company will not receive any proceeds from the Offer for Sale.

The details of the same has been disclosed in accordance with the requirements of the SEBI
ICDR Regulations.

40
ANNEXURE III B

Checklist confirming regulation-wise compliance with the applicable provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended.

[Note: Copy of checklist enclosed separately.]

41
ANNEXURE III

July 31, 2021

Securities and Exchange Board of India


Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, G Block
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051, India

Dear Sir/ Madam,

Re: Proposed initial public offering of equity shares of PB Fintech Limited

We, Kotak Mahindra Capital Company Limited and Morgan Stanley India Company Private Limited
as the joint JGC-BRLMs and Citigroup
Global Markets India Private Limited, HDFC Bank Limited, ICICI Securities Limited, IIFL Securities
Limited and Jefferies India Private Limited as the book running lead managers ( BRLMs
together with JGC-BRLMs, the Lead Managers ), who have been appointed by the Company and the
Selling Shareholders as Lead Managers to manage the Offer, confirm that:

(1) We have examined various documents including those relating to litigation, including
commercial disputes, patent disputes, disputes with collaborators, etc. and other documents in
connection with the finalisation of the draft red herring prospectus dated July 31, 2021
DRHP Offer;

(2) On the basis of such examination and the discussions with the Company, its Directors and other
officers, other agencies and independent verification of the statements concerning the objects
of the Offer, price justification and the contents of the documents and other papers furnished
by the Company and the Selling Shareholders, we confirm that:

(a) SEBI
conformity with the documents, materials and papers which are material to the Offer;

(b) all material legal requirements relating to the Offer as specified by the SEBI, the
Central Government and any other competent authority in this behalf have been duly
complied with; and

(c) the material disclosures made in the DRHP are true and adequate to enable the investors
to make a well-informed decision as to the investment in the proposed Offer and such
disclosures are in accordance with the requirements of the Companies Act, 2013, as
amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI ICDR Regulations
applicable legal requirements.

(3) Besides ourselves, all the intermediaries named in the DRHP are registered with the SEBI and
that until date such registrations are valid. Complied with and noted for compliance.

24
(4) We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting
commitments. Noted for compliance.

(5) Written consent from the promoter has been obtained for inclusion of its Equity Shares as part
ion subject to lock-in and the Equity Shares proposed to form part
-in, shall not be disposed or sold or transferred by
the promoters during the period starting from the date of filing the DRHP with the SEBI until
the date of commencement of lock-in period as stated in the DRHP. Not applicable.

(6) All applicable provisions of the SEBI ICDR Regulations, which relate to Equity Shares

with and appropriate disclosures as to compliance with the said regulation(s) have been made
in the DRHP. Not applicable.

(7)
contribution prior to opening of the Offer, shall be complied with. We confirm that
arrangements have been made to en

shall be duly submitted to the SEBI. We further confirm that arrangements have been made to
ensure
commercial bank and shall be released to the Company along with the proceeds of the Offer.
Not applicable.

(8) Necessary arrangements have been made to ensure that the monies received pursuant to the
Offer are credited or transferred in a separate bank account as per the provisions of sub-section
(3) of Section 40 of the Companies Act, 2013, as amended, and that such monies shall be
released by the said bank only after permission is obtained from all the Stock Exchanges and
that the agreement entered into between the Bankers to the Offer and the Company specifically
contains this condition. Noted for compliance.

(9) The existing business as well as any new business of the Company for which funds are being
of Association of
the Company or the charter of the Company and that the activities which have been carried on
in the last ten years are valid in terms of the object clause of the Memorandum of Association
of the Company. Complied with to the extent applicable.

(10) Following disclosures have been made in the DRHP:

(a) An undertaking from the Company that at any given time, there shall be only one
denomination for the Equity Shares of the Company excluding SR equity shares, where
the Company has outstanding SR equity shares; Complied with to the extent
applicable; and

(b) An undertaking from the Company that it shall comply with all disclosure and accounting
norms specified by the SEBI. Complied with to the extent applicable and noted for
compliance.

(11) We shall comply with the regulations pertaining to advertisements in terms of the SEBI ICDR
Regulations. Noted for compliance.

(12) We certify that the entity is eligible to list on the innovators growth platform in terms of the

25
provisions of Chapter X of SEBI ICDR Regulations. Not applicable.

We enclose in Annexure III A, a note explaining how the process of due diligence has been exercised
by the Lead Managers, including in relation to the business of the Company, the risks in relation to the
business, and that the related party transactions entered into for the periods disclosed in the DRHP have
been entered into by the Company in accordance with applicable laws.

We enclose in Annexure III B, a checklist confirming regulation-wise compliance with the applicable
provisions of the SEBI ICDR Regulations, containing details such as the regulation number, its text,
the status of compliance, page number of the DRHP where the regulation has been complied with and
our comments, if any.

All capitalized terms used herein and not specifically defined shall have the same meaning ascribed to
such terms in the DRHP.

Thanking you,

Sincerely,

[Reminder of this page intentionally left blank]

26
This signature page forms an integral part of the letter to be submitted to SEBI for the IPO of PB Fintech
Limited.

For Morgan Stanley India Company Private Limited

Authorised Signatory
Name: Shashank More
Designation: Executive Director
Contact Number: +91 22 6118-3407
Email: shashank.more@morganstanley.com
This signature page forms an integral part of the letter to be submitted to SEBI for the IPO of PB Fintech
Limited.

For Citigroup Global Markets India Private Limited

Authorised Signatory
Name: Mitul Shah
Designation: Director
Contact Number:+91 98216 52211
Email: mitul1.shah@citi.com
This signature page forms an integral part of the letter to be submitted to SEBI for the IPO of PB Fintech
Limited.

For ICICI Securities Limited

Authorised Signatory
Name: Rupesh Khant
Designation: Vice President

Email:
This signature page forms an integral part of the letter to be submitted to SEBI for the IPO of PB Fintech
Limited.

For Jefferies India Private Limited

Authorised Signatory
Name: Aman Puri
Designation: Vice President
Contact Number: +91 22 4356 6000
Email: policybazaar.ipo@jefferies.com
ANNEXURE III A

Note explaining how the process of due diligence has been exercised

We, the Lead Managers, have carried out a due diligence exercise on the Company for the purposes of
complying with the Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI ICDR Regulations and other applicable laws,
and to the extent customary for initial public offerings in India. The due diligence process carried out
by us commenced with interactions with the senior management of the Company to gain an
understanding of, amongst other matters, the business of the Company, key risks involved and financial
overview. In this regard, we provided the Company with a due diligence questionnaire and information
request list prepared in consultation with Legal Counsels (as defined hereinafter). In response to the
questionnaire and the information requisition list, the Company provided us with supporting documents
for our review and gave us explanations for our queries. In order to facilitate such review, the Company
set up an online data room where copies of such relevant documents were made available for
undertaking the due diligence.

All capitalized terms used herein and not specifically defined shall have the same meanings ascribed to
such terms in the draft red herring prospectus dated July 31, DRHP

In connection with the Offer, Shardul Amarchand Mangaldas & Co. has been appointed as the legal
counsel to the Company as to Indian Law, Cyril Amarchand Mangaldas has been appointed as legal
counsel to the Lead Managers as to Indian law, Latham & Watkins LLP has been appointed as the
international legal advisers to the Company, Linklaters Singapore Pte. Ltd. has been appointed as the
international legal advisers to the Lead Managers Legal Counsels , Morrison &
Foerster LLP has been appointed as international legal advisers to SVF Python II (Cayman) Limited
and IndusLaw has been appointed as legal counsel to SVF Python II (Cayman) Limited as to Indian
law. The Legal Counsels have assisted the Lead Managers in carrying out legal due diligence, drafting
of the DRHP in compliance with the SEBI ICDR Regulations and other applicable laws, and advised
the Company and the Lead Managers on other legal matters, in connection with the Offer, including for
the purpose of issuing legal opinions in relation to the Offer to the Lead Managers, as applicable. We
were also assisted by the statutory auditors of the Company, Price Waterhouse Chartered Accountants
LLP (the Statutory Auditors in the financial due diligence and have reviewed certain matters
including an examination report
dated July 26, 2021 in relation to the Restated Financial Statements of the Company. In addition, ASC
& Associates, Chartered Accountants, acting in their capacity as an independent chartered accountant,
Independent CA have provided a statement of special tax benefits to the Company, its material
subsidiaries, namely Policybazaar Insurance Brokers Private Limited (formerly known as Policybazaar
Insurance Web Aggregator Private Limited) and Paisabazaar Marketing and Consulting Private Limited
Material Subsidiaries , and their respective shareholders, verified and provided certifications with
respect to certain information included in the DRHP, including, without limitation, key performance
indicators and operational information about the Company, average cost of acquisition of Equity Shares
by the Selling Shareholders, compliance with corporate governance requirements by the Company, the
employee stock option plans instituted by the Company, outstanding borrowings of the Company,
details of any amounts outstanding to micro, small and medium enterprises, and material creditors and
other creditors of the Company. As on the date of the DRHP, the Statutory Auditors and Independent
CA hold valid peer review certificates.

The Statutory Auditors and Independent CA have consented to be named as an expert, in terms of the
Companies Act, 2013, as amended, in the DRHP and such consent has not been withdrawn as at the
date of filing of this DRHP with the SEBI.

34
Further, industry and market data has been derived from the report prepared by Frost & Sullivan (India)
Frost & Sullivan State of Insurance and Consumer Credit Market of India:
Unlocking the Digital Opportunity , 2021, which has been commissioned by the Company
Frost & Sullivan Report Industry Overview
DRHP.

1. Business and Commercial Diligence

The due diligence process in relation to general business and commercial matters included:

(a) Organizing and attending virtual meetings with the Company to develop an understanding
of the business, history and other matters relating to Company and its subsidiaries and the
industry overview and the regulatory environment, which were attended by members of
the Company team including the Chairman, Executive Director and Chief Executive
Officer, Whole-time Director and Chief Financial Officer, Company Secretary and
Compliance Officer and other Key Managerial Personnel and members of the secretarial,
legal and financial departments of the Company, the Lead Managers, the Legal Counsels
and the Statutory Auditors. An overview of the business of the Company, the industry in
which it operates, the regulatory framework with respect to the business, the corporate
structure, the capital structure, financials of the Company were presented, followed by
interactive discussions.

(b) including the Company


Directors, the Chief Financial Officer, Company Secretary and Compliance Officer as well
operations, legal and finance departments
and the Statutory Auditors for the purpose of gaining an understanding about the business,
the risks involved and the financial performance of the Company, among other matters.
These interactions included (i) online due diligence meetings, online drafting sessions and
conference calls to discuss and draft disclosures in the DRHP; (ii) due diligence calls with
the Statutory Auditors and Industry consultant; (iii) bring-down due diligence calls to
receive updated information from the Company before filing the DRHP; (iv) due diligence
calls with material third parties including Insurer Partners and Lending Partners; and (v)
seeking certifications from the Company, its Subsidiaries, Group Company, Directors, Key
Managerial Personnel and the Selling Shareholders. These interactions were conducted
with the objective of assisting the Company to prepare the disclosures in the DRHP as
required under the SEBI ICDR Regulations and other applicable laws with regard to the
Offer. Accordingly, disclosures in respect of the business carried out by the Company as

We shall continue to undertake


these interactions and due diligence calls until completion of the Offer.

(c) Further, we also interacted with the Selling Shareholders and their representatives and legal
counsel, as applicable, to prepare disclosures in the DRHP in relation to such Selling
Shareholders and the Equity Shares offered by them as part of Offer for Sale in the Offer,
and obtained certifications in this regard.

(d) Interacting with the industry consultant, namely, Frost & Sullivan and obtaining a consent
from them for including extracts of the Frost & Sullivan Report, in support of certain
disclosures included in the DRHP including doing customary due diligence call with them.

35
(e) Requesting the Company to provide documents based on the requirements under the SEBI
ICDR Regulations and other applicable laws in a virtual data room and reviewing those
documents along with the Legal Counsels, as is customary in such transactions.

(f) Obtaining and relying on certificates, confirmations and representations and undertakings
from and on behalf of, as applicable, from the Company, its Subsidiaries, Group Company,
Directors, Key Managerial Personnel, the Selling Shareholders, the Statutory Auditors,
Independent CA and other documents, including the reports by independent industry
sources, in support of certain disclosures made in the DRHP.

(g) Reviewing, together with the Legal Counsels, certain business-related agreements entered
into by the Company. Where such agreements and other written communications as
applicable, were large in number and standard in form, we have carried out our review on
a sample basis for the disclosures made in this regard in the DRHP.

(h) Obtaining and relying on certificates from the Statutory Auditors, in support of certain
disclosures made in the DRHP.

(i) Obtaining circle-ups from the Statutory Auditors on financial information and certification
from the Independent CA for the operational data and certain financial related information
included in the DRHP.

2. Industry Information

Further, industry and market data has been derived from the Frost & Sullivan Report for
Industry Overview the DRHP.

3. Outstanding Litigation Proceedings

The Company has disclosed the following outstanding litigation involving the Company, its
Subsidiaries, Directors and Group Company, as applicable, in accordance with the requirements
under SEBI ICDR Regulations: (a) all criminal proceedings; (b) all actions by regulatory
authorities and statutory authorities; (c) claims related to direct and indirect taxes, in a
consolidated manner, giving the number of cases and total amount; and (d) other pending
litigations, as per the policy of materiality adopted by the Board of the Company by a resolution
dated July 26, 2021 Materiality Policy , Outstanding Litigation
and Material Developments . Disclosures on outstanding litigation and material
creditors have been made as per the Materiality P Outstanding
Litigation and Material Developments

The Company provided a list of outstanding litigations involving the Company and its
Subsidiaries and supporting documents for material proceedings involving the Company and
its Subsidiaries. Further, we have, from time to time, interacted with the relevant representatives
of the Company to understand the status of material pending proceedings involving the
Company and its Subsidiaries.

Further, pre-litigation notices received by the Company, its Subsidiaries or Directors from third
parties (other than those issued by statutory/ regulatory/ governmental/ tax notices) received by
the Relevant Parties, were not considered as litigation until such time that any of the Company,

36
its Subsidiaries or Directors, as the case may be, were impleaded as defendants in litigation
proceedings before any judicial forum.

Pursuant to the SEBI ICDR Regulations and the Materiality Policy, for the purposes of
disclosure, all pending litigations involving the Company, its Subsidiaries and Directors
Relevant Parties , other than criminal proceedings, actions by statutory or regulatory
authorities, and taxation matters, has been where: (i) the claim / dispute
amount, to the extent quantifiable, exceeds 1% of the revenue from operations of the Company
the Company as for Fiscal
2021 i.e., as per the Restated Consolidated Financial
Statements; (ii) tax proceedings which individually involve an amount greater than the
materiality threshold as defined in (i) above, to be disclosed individually; (iii) summary
disclosure of consumer complaints filed with consumer forums or Lok Adalats; and (iv) all
other outstanding litigation where the monetary impact is not quantifiable or the amount
involved may not exceed the materiality threshold, but an outcome in any such litigation would
materially and a
position or reputation of the Company.

The Company provided supporting documents for material civil cases, all outstanding criminal
proceedings and actions by statutory / regulatory authorities involving the Company and its
Subsidiaries. In relation to the litigation involving the Directors, relevant certificates have been

relation to litigation proceedings involving them have been included in the DRHP. Further, we
have had discussions with the management of the Company on the status of pending cases
involving the Company.

Outstanding legal proceedings in relation to direct and indirect taxes involving the Company
and its Subsidiaries have been disclosed in a consolidated manner giving details of number of
cases and total amount involved in such proceedings. With respect to such proceedings, we
have relied on a list provided by the Company. Further, taxation matters exceeding an amount
of 88.67 million have been disclosed separately in the DRHP.

In accordance with the SEBI ICDR Regulations, in respect of litigations involving the Group
Company, the Company is required to disclose only such pending litigations that can have a
material impact on the Company. In this regard, the Group Company through its certificate
addressed to the Company and the Lead Managers, has confirmed that there is no outstanding
litigation involving the Group Company that could have a material impact on the Company.
Based on the SEBI ICDR Regulations and the Materiality Policy, disclosures on dues to
material creditors have been provided in summary format (indicating the total number of, and
aggregate outstanding amounts due to such creditors). Pursuant to the Materiality Policy, for
the purposes of disclosures in the DRHP, outstanding dues as of March 31, 2021 as per the
Restated Consolidated Financial Statements having monetary value which e
million, have been considered material. Further, for outstanding dues to any party which is a
micro, small or a medium enterprise, the disclosure has been based on information available
with the Company regarding status of the creditors under Section 2 of the Micro, Small and
Medium Enterprises Development Act, 2006, as amended. Consolidated disclosure on the dues
to (a) material creditors; (b) creditors that are micro, small and medium enterprises; and (c)
other creditors have been provided in a summary format (indicating the total number of, and
aggregate outstanding amounts due to such creditors).

37
4. Subsidiaries, Directors, Key Managerial Personnel, Group Company and Selling
Shareholders

For the purposes of making certain disclosures with respect to the Subsidiaries, Directors, Key
Managerial Personnel, Group Company and the Selling Shareholders, we have obtained
certifications and certain other documents from the relevant entities/ persons. We also
interacted with the relevant parties to assist them to understand the requirements of law and
disclosures.
For the purposes of disclosure of the educational qualifications and professional experience of
Directors and Key Managerial Personnel of the Company, we have relied on relevant
transcripts, degree certificates, experience certificates, issued by previous and current
employers, information available in the public domain and other back-up documents.

On the basis of the Materiality Policy for identification of Group Companies, Info Edge (India)
Limited has been identified as a Group Company, for the purpose of disclosure in connection
with the Offer.

We have received confirmation from the Company, the Directors, Group Company and Selling
Shareholders, stating that they have not been debarred or prohibited from accessing the capital
markets or from buying, selling or dealing in securities under any order or direction passed by
the SEBI or any securities market regulator in any other jurisdiction or any other
authority/court. In addition, we have received confirmation from the Company and the
Directors stating that they have not been categorized as wilful defaulters as per the definition
in SEBI ICDR Regulations. We have also received confirmation from the Directors that they
have not been identified as
Regulations. We have also received confirmations from the Company and Selling Shareholders
in respect of their compliance with the Companies (Significant Beneficial Ownership) Rules,
2018, as on date of the DRHP, to the extent applicable.

5. Financial information of the Company

We conducted due diligence on financial matters, which included virtual meetings and due
diligence calls with the Statutory Auditors, discussions with the finance department of the
Company, review of reports and certificates prepared by Statutory Auditors, review of the
certificates prepared by Independent CA and other related documents. The Statutory Auditors
have provided the examination report on the Restated Consolidated Financial Statements of the
Company and its Subsidiaries which were prepared in accordance with the Companies Act,
2013, as amended and restated in accordance with the SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised) 2019 issued by the Institute of
Chartered Accountants of India for the Fiscals ended March 31, 2021, March 31, 2020 and
March 31, 2019. In addition, we have obtained certifications with respect to certain financial
information included in the DRHP from the Statutory Auditors. In addition, all related party
transactions have been disclosed in the manner required under Ind AS 24, as applicable, in the
Restated Consolidated Financial Statements included in the DRHP.

Further, the Statutory Auditors have delivered customary comfort letters to the Lead Managers
confirming certain financial information disclosed in the DRHP. We have also relied on the
statement of special tax benefits to the Company and its shareholders and Material Subsidiaries
issued by the Independent CA.

38
In addition, as per the requirements of the SEBI ICDR Regulations, the Company has uploaded
the annual audited standalone financial statements of the Company and its Material Subsidiaries
for past three fiscals on its website https://www.pbfintech.in/financials.

We have reviewed the certificate provided by the Independent CA on computation of the


rth, operating profit/loss and net tangible assets, each on a restated basis, to
assess eligibility of the Company to undertake the Offer under Regulation 6(2) of the SEBI
ICDR Regulations.

Further, we have relied on certification from the Independent CA in relation to certain financial
information included in the DRHP, including in connection with financial indebtedness as of
July 28, 2021.

6. Statutory and/or Regulatory and Other Diligence

In connection with due diligence of statutory and/or regulatory matters, we have along with the
Legal Counsels, reviewed the relevant statutory and/or regulatory records of the Company (and
its Material Subsidiaries), including relevant corporate records and filings made by the
Company (and its Material Subsidiaries) with various key statutory and/or regulatory
authorities, material licenses, approvals and registrations applied for and/or received by the
Company (and its Material Subsidiaries) and such other documents as we have deemed
necessary and as have been provided to us by the Company from time to time. We have also
relied on representations and certifications provided by the Company in connection with such
statutory and/or regulatory matters. In relation to the build-up of the existing share capital of
the Company, we have reviewed the statutory forms and resolutions filed with the RoC and
statutory registers prepared and maintained by the Company.

In add -
related approvals obtained by the Company (and its Material Subsidiaries) and taxation related
registrations, we have, in the DRHP, summarized the type of material approvals required by
the Company for carrying on their respective business operations. The description of the
material approvals required for the business operations, and disclosure of such material
approvals in respect of which applications have been made has been disclosed in the DRHP.

7. Objects of the Offer

The objects of the Fresh Issue are:

a) Enhancing visibility and awareness of the brands, including but not limited to

b) New opportunities to expand Consumer base including offline presence;

c) Strategic investments and acquisitions;

d) Expanding presence outside India; and

e) General corporate purposes.

39
Further, the Selling Shareholders will be entitled to their respective portion of the proceeds of
the Offer for Sale after deducting their proportion of Offer expenses and relevant taxes thereon.
The Company will not receive any proceeds from the Offer for Sale.

The details of the same has been disclosed in accordance with the requirements of the SEBI
ICDR Regulations.

40
ANNEXURE III B

Checklist confirming regulation-wise compliance with the applicable provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended.

[Note: Copy of checklist enclosed separately.]

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