Bobcard Kid Ine027208037

(BCL/01/2024-25)
Private and Confidential – For Private

Circulation Only Key Information
Document for Issue of Unsecured Rated
Listed Perpetual Debt Instruments on a
private placement
Key Information Document issued in conformity with Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021, the SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated
May 22, 2024 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time.
Key Information Document
BOBCARD LIMITED
(Formerly known as BOB Financial Solutions Limited)
(Our Company was incorporated under the Companies Act, 1956 on September 29, 1994 as BOBCARDS Limited and was registered with the
Registrar of Companies, Maharashtra at Mumbai and a Certificate of Commencement was issued on October 20, 1994. Further, the name of our
Company was changed to BOB Financial Solutions Limited and fresh certificate of incorporation was granted to the Company on November 1,
2017. Further, the name of our Company was changed to BOBCARD LIMITED and fresh certificate of incorporation was granted to the Company
on January 16, 2024 and registered with the Reserve Bank of India as a Non-Banking Financial Company.
Corporate Identification Number U65990MH1994GOI081616

PAN: AAACB1989L
RBI NBFC Registration No:13.01305
Registered Office: 2nd Floor, Baroda House, Behind Dewan Shopping Centre, Jogeshwari (West), Mumbai – 400 102
Corporate Office: 15th Floor, 1502/1503/1504, DLH Park, S.V. Road, Goregaon (West), Mumbai – 400 104
Telephone No.:022-41683700 Website: www.bobcard.co.in
Compliance Officer: Mr. Tapomay Chakrabarti ; Tel. No.: 022-41683700 Email: compliance@bobcard.co.in
Company Secretary: Ms. Sakshi Mehta; Tel. No.: 022-41683700 Email: compsecy@bobcard.co.in
Chief Financial Officer: Mr. Nitin Aggarwal; Tel. No.: 022-41683700 Email: nitin.aggarwal@bobcard.co.in
Promoters: Bank of Baroda; Head Office: Baroda Bhavan, 7th Floor, R.C. Dutt Road, Vadodara - 390 007; Corporate Address: Baroda Corporate
Centre, Plot No. C-26, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400051
Date: September 25, 2024
Key Information Document issued in conformity with the Securities Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 issued vide circular number SEBI/LAD-NRO/GN/2021/39 dated August 09, 2021, as amended from time to
time, the Master Circular issued by Securities Exchange Board of India vide circular number SEBI/HO/DDHS/PoD1/P/CIR/2024/54
dated May 22, 2024, as amended from time to time, and the Securities and Exchange Board of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015, as amended from time to time read with the Reserve Bank of India’s Master Direction – Reserve Bank
of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 issued vide notification number RBI/DNBR/2016-
17/45 dated October 19, 2023 (“NBFC Directions”).
KEY INFORMATION DOCUMENT FOR ISSUE BY WAY OF PRIVATE PLACEMENT OF 100 UNSECURED, RATED, LISTED,
PERPETUAL DEBT INSTRUMENTS IN THE NATURE OF NON-CONVERTIBLE SECURITIES (“DEBENTURES”) OF A FACE
VALUE OF ₹1,00,00,000/- AGGREGATING UPTO ₹ 1,00,00,00,000/- (“ISSUE SIZE”) (“ISSUE”) BY BOBCARD LIMITED (“THE
ISSUER”) UNDER THE GENERAL INFORMATION DOCUMENT DATED SEPTEMBER 25, 2024 (“GENERAL INFORMATION
DOCUMENT”) AS AMENDED / SUPPLEMENTED FROM TIME TO TIME (“ISSUE”)
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Private and Confidential – For Private Circulation Only Key
Information Document for Issue of Unsecured Rated Listed
Perpetual Debt Instruments on a private placement
Key Information Document issued in conformity with Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021, the SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
SECTION I
ISSUE OVERVIEW
Details of Details of Details of Credit Rating Agency Details of Details of Arranger

Debenture Trustee Registrar to Issue Statutory
Auditors
Beacon Trusteeship NSDL Database CRISIL Acuité Ratings & SGCO & Co LLP BOB Capital Markets Trust Investment Taurus Corporate
Limited Management Ratings Research Limited Limited Advisors Private Advisory Services
Limited Limited Limited Limited
Address: 5W, 5th Address: 4th floor, Address: Address: 708, Address: 4A, Registered Office: 1704, Registered Office: Registered Office: 203,
Floor, The Trade World, A Crisil House, Lodha Supremus Kaledonia, 2nd B Wing, 17th Floor, 109/110, 1st Floor, Cosmos Court,
Metropolitan, Wing, Central Lodha iThink Floor, Sahar Road, Parinee Crescenzo, G Balarama, Bandra Opp. IOCL Petrol
E Block, Bandra Kamala Mills Avenue, Pump,
Techno Campus, Near Andheri Blocck Bandra Kurla Kurla Complex,
Kurla Complex Compound, Hiranandani S.V.Road, Vile-Parle
(BKC), Senapati Bapat Business Kanjurmarg East, Station, Andheri Complex, Mumbai – 400 Bandra (East), (w).
Bandra (East), Marg, Lower Parel, Park, Mumbai, (East), Mumbai – 051 Mumbai - 400051. Mumbai-56
Mumbai 400 051 Mumbai- 400 013 Powai, Maharashtra 400042 400 069
Mumbai 400
076
Tel: 91 22 6138 930 Telephone: +91 22 Telephone: Telephone:+91 22 Telephone: +91 22 Tel: 91 22 6138 9300 Telephone: 022 Tel: +91 22 61471100
4914 2594 +91 22 492940000 6625 6363 40845000
33423423
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Private and Confidential – For Private Circulation Only Key
Information Document for Issue of Unsecured Rated Listed
Perpetual Debt Instruments on a private placement
Key Information Document issued in conformity with Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021, the SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
Details of Details of Details of Credit Rating Agency Details of Details of Arranger

Debenture Trustee Registrar to Issue Statutory
Auditors
Email: Email: Email: Email: Email: Email: Email: Email:

compliance@beacont Sachin.shinde@nd rashi.agarwal info@acuite.in sudha.shetty@sgco. manish.maheshwari@bob mbd.trust@trustgroup abhishek.vyas@taurusgr
rustee.co.in ml.in 2@crisil.com co.in caps.in .in p.com
Website: Website: Website: Website: Website: www. Website: www.bobcaps.in Website: Website:
https://beacontrustee.c www.ndml- www.crisilrati www.acuite.in Sgco.co.in www.trustgroup.in www.taurusgrp.com
o.in nsdl.co.in ngs.com
Contact Person: Mr. Contact Person: Contact Contact Person: Contact Person: Contact Person: Manish Contact Person: Contact Person:
Kaustubh Kulkarni Sachin Shinde Person: Kavish Kamdar Sudha Shetty Maheshwari Prakash Iyer Abhishek Vyas
Rashi
Agarwal
SEBI Registration SEBI SEBI SEBI Registration Peer Review No: SEBI Registration No.: SEBI Registration SEBI Registration No:
No.: IND000000569 Registration No.: Registratio No: 014642 INZ000159332 No,: INP000001843 INZ000258036
IN/KRA/002/2012 n No: IN/CRA/002/1999
IN/CRA/00
1/1999
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This Key Information Document dated September 25, 2024 for issuance of up to 100 (One Hundred) Unsecured, Rated, Listed,
Perpetual Debt Instruments (“PDIs”) in the nature of Non-Convertible Securities aggregating up to Rs.100,00,00,000/- (Rupees
One Hundred Crores only) (“Key Information Document”) is issued in terms of and pursuant to the General Information
Document dated September 25, 2024. All the terms, conditions, information and stipulations contained in the General Information
Document, unless the context states otherwise or unless specifically stated otherwise, are incorporated herein by reference as if
the same were set out herein. Investors are advised to refer to the same to the extent applicable. This Key Information Document
must be read in conjunction with the General Information Document. Accordingly, all capitalized terms used herein unless
defined otherwise, shall have the meaning as accorded to the term in the relevant Transaction Document as defined in the
Summary Term Sheet.
This Key Information Document contains details of the PDIs and details in respect of: (i) the offer of non- convertible securities
in respect of which the Key Information Document is being issued (ii) any financial information of the Issuer if such information
provided in the General Information Document is more than six months old; (iii) any material changes in the information
provided in the General Information Document; and (iv) any material developments which are not disclosed in the General
Information Document relevant to the offer of non-convertible securities in respect of which this Key Information Document is
being issued. Accordingly, set out below are the updated financial information / particulars / changes in the particulars set out
under the General Information Document, which additional / updated information / particulars shall be read in conjunction with
other information / particulars appearing in the General Information Document. All other particulars appearing in the General
Information Document shall remain unchanged.
In case of any inconsistency between the terms of this Key Information Document and the General Information Document and/or
the terms of this Key Information Document and/or any other Transaction Document, the terms as set out in this Key Information
Document shall prevail.
The issue of PDIs under this Key Information Document forms a part of non-equity regulatory capital mentioned under Chapter
V (Issuance and Listing of perpetual debt instruments, perpetual non-cumulative preference shares and similar instruments) of
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. The face value of PDI issued on private placement
basis for respective ‘Security Name’ shall be as per ‘Face Value’ as mentioned under Section VI – Summary Term Sheet for
PDIs below.
ISSUE HIGHLIGHTS
Coupon Rate 8.47% p.a.
Coupon Payment Frequency Annually up till the call option
Redemption Date N.A
The Outstanding Principal Amount of the PDIs, together with accrued but unpaid
coupon and additional interest, if any, may be redeemed by the Company only on
a Call Option Date and by exercising Call Option (if there is any), subject however
to the prior approval in writing of the RBI.
The PDIs will not carry any obligation, for Coupon or otherwise, after redemption
has occurred and all amounts due have been paid.
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Redemption Amount ₹100,00,00,000/- (Rupees One Hundred Crores only)
Details of Debenture Trustee Beacon Trusteeship Limited.
Nature and Issue Size Unsecured, Rated, Listed, Perpetual Debt Instruments in the nature of Non-
Convertible Securities (“PDIs”) of Rupees 1,00,00,00,000/- (Rupees Hundred
Crores Only)
Number, price & amount of 100 units of Rs. 1,00,00,000/- (Rupees One Crore each) aggregating to Rs.
securities offered 1,00,00,00,000/- (Rupees Hundred Crores Only)
Base Issue and Green Shoe Option Rs. 1,00,00,00,000/- (Rupees One Hundred Crores Only)
No green Shoe option availed.
Details about Underwriting of the NA

Issue including the Amount
Undertaken to be Underwritten by
the Underwriters.
Anchor Portion and Anchor NA

Investors
*For further details on the terms of the issue please also refer the section on “Summary Term Sheet”
CREDIT RATING
Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue, and a declaration that the
rating is valid as on the date of issuance and listing. Such press release shall not be older than one year from the date of opening of the
issue.
The Debentures have been rated ‘CRISIL AAA / Stable’ (pronounced as CRISIL triple A rating with stable outlook) by Crisil Ratings Limited, and
‘ACUITE AAA/ Stable’ (pronounced as ACUITE triple A with stable outlook) by Acuité Ratings & Research Limited for an amount up to
₹100,00,00,000/- vide their letters dated September 06, 2024 and September 24, 2024 respectively. The above rating is not a recommendation to buy, sell
or hold securities and Eligible Investors should take their own decisions. The ratings may be subject to revision or withdrawal at any time by the assigning
rating agencies and the ratings should be evaluated independently of any other rating. The rating agencies have the right to suspend, withdraw the ratings
at any time on the basis of new information, etc. Please refer to Annexure II of the General Information Document for the above ratings along with the
rating rationale.
Date of Press Release: September 05, 2024 (CRISIL Ratings) & September 24, 2024 (Acuite Rating)
Link to the Press Release:
https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/BOBCARDLimited_September%2005_%202024_RR_350999.ht
ml
https://connect.acuite.in/company-details/28879
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LISTING
The Debentures offered through this Document / Issue Document are proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of
BSE Limited (“BSE”). The Issuer shall comply with the requirements of the Securities and Exchange Board of India (Listing and Disclosure
Requirements) Regulations, 2015 (“SEBI LODR Regulations”) to the extent applicable to it on a continuous basis. BSE has given its ‘in-
principle’ listing approval for the Debentures proposed to be offered through this Document vide their letter dated September 20, 2024. Please
refer to Annexure IX of General Information Document for the ‘in-principle’ listing approval.
ELIGIBLE INVESTORS
The Document and the contents thereof are restricted for only the intended recipient(s) who have been addressed directly through a communication
by the Issuer and only such recipients are eligible to apply for the Debentures.
Subject to applicable law, the categories of investors eligible to subscribe to the Debentures in this Issue, when addressed directly, are all
QIBs, and any non-QIB Investors specifically mapped by the Issuer on the EBP Platform.
Note: Participation by potential investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection
with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory
requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory
advice in relation to the laws applicable to them. Please also refer to the Section on ‘Who Can Apply’ below.
ELECTRONIC BOOK MECHANISM AND DETAILS PERTAINING TO THE UPLOADING THE DOCUMENT ON THE
ELECTRONIC BOOK PROVIDER PLATFORM
This Issue shall be open for bidding and subscribed to in accordance with the guidelines issued by SEBI and BSE pertaining to the procedure of
Electronic Book Mechanism set out in the terms specified by the Operational Circular and the related operational guidelines issued by the
Electronic Book Provider, as may be amended, clarified or updated from time to time (“Electronic Book Mechanism Guidelines”).
ISIN: Applied for
Issue Composition - Details of size Rs. 1,00,00,00,000/- (Rupees One Hundred Crores Only)
of the issue and green shoe
portion, if any No green Shoe option availed.
Interest Rate Parameter: Fixed Coupon
Bid opening and closing date: September 27, 2024
Mode of bidding: Closed Bidding
Manner of Allotment: Uniform Yield
Allotment Size Rs. 1,00,00,00,000/- (Rupees One Hundred Crores Only)
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Manner of Settlement: Through Indian Clearing Corporation Limited (ICCL)
Minimum Bid Lot and Multiple of "Rs.1,00,00,000/- (Rupees One Crore Only) and in the Multiples of
Single Bid: Rs.1,00,00,000/- (Rupees One Crore Only) thereafter"
Trading Lot Size Rs.1,00,00,000/- (Rupees One Crore Only)
Settlement Cycle [T+1/ T+2] T+1

where T refers to the date of
bidding/ issue day
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Private and Confidential –
For Private Circulation Only
for Issue of Unsecured Rated
Listed Perpetual Debt
Instruments on a private
placement
Key Information Document issued in conformity with Securities and Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021, the SEBI Master Circular
SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
COVENANT TO PAY PRINCIPAL AND INTEREST
1.1.
a) The Issuer covenants to the Debenture Trustee that the Debentures issued are Unsecured, Rated, Listed, Perpetual Debt
Instruments in the nature of Non-Convertible Securities (“PDIs”) of face value of Rs. 1(One) Crore, aggregating to Rs.
100 Crore (Rupees One Hundred Crore).
b) The tradable lot or market lot is 1 (One) Debenture only. In the event, if so called upon by the Debenture Trustee, the
Issuer shall make payments as aforesaid to or to the order of or for the account of the Debenture Trustee at New Delhi
and such payment shall be deemed to be in pro tanto satisfaction of the aforesaid covenant of the Issuer to make such
payments to the Debenture Holders.
c) The Issuer covenants with the Debenture Trustee that it shall make payments to the Debenture Holders, of the Interest on
the Coupon Payment Date in accordance with the terms as mentioned in the offer document and the Financial Covenants
and Conditions set out hereunder.
d) The Outstanding Principal Amount of the PDIs, together with accrued but unpaid coupon and additional interest, if any,
may be redeemed by the Company only on a Call Option Date and by exercising Call Option (if there is any), subject
however to the prior approval in writing of the RBI. The PDIs will not carry any obligation, for Coupon or otherwise,
after redemption has occurred and all amounts due have been paid.
e) In the event that the Company is required to redeem the Outstanding Principal Amount of the PDIs in full or in part, or
pay any monies in respect thereof including accrued Coupon, before the Call Option Date, due to change in Applicable
Laws or under the terms of the PDI Trust Deed including on the occurrence of an Event of Default, the Company shall
ensure that it shall obtain all requisite approvals, if any, of the RBI or any other applicable authorities and such redemption
and payment shall be subject to receipt of such approvals, as applicable.
f) The Issuer covenants that in case of default in payment of Interest on the Coupon Payment Date and principal amount of
Debentures on the call option Date(s) subject to RBI approval, an additional interest of 2% p.a. (Two percent per annum)
over the Coupon rate of the Debentures will be payable for the defaulting period until the defaulted amount together with
the delay penalty is paid.
g) Taxes as applicable under the I.T. Act, or any other statutory modifications thereof will be deducted at source, as
applicable. Tax exemption certificate or document under the provision of I.T. Act, if any, must be lodged at the registered
office of the Issuer before the Record Date.
1.2. The Issuer hereby represents and warrants to the Debenture Trustee that:
(a) Corporate Status
The Issuer:
(i) is duly incorporated in India under the Companies Act, 1956 and validly existing company under the Companies Act;
(ii) is a public limited company (debt listed on BSE); and
(iii) has power and authority to own its properties and assets and to transact the business in which it is engaged or proposes
to be engaged and to do all things necessary or appropriate to consummate the transactions contemplated by the
Debenture Trust Deed.
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(b) Corporate Power and Authority

The Issuer has the corporate power to execute and deliver and to comply with the provisions of the Debenture Trust Deed
and that it has taken all necessary corporate and other action(s) to authorise the execution, delivery and performance by it of
such other documents as have been executed and delivered as of each date this representation and warranty is made or deemed
made in connection with the Issue of the Debentures.
(c) No Violation
Neither the execution and delivery by the Issuer of the Debenture Trust Deed nor the other documents as have been executed
and delivered in connection with the Issue of the Debentures as of each date this representation and warranty is made or
deemed to be made, nor the Issuer’s compliance with or performance of the terms and provisions hereof or thereof (i) will
contravene, in any material respect, any provision of any Applicable Law, or any order, writ, injunction or decree of any
court or Government Authority; (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, in any material respect of, or constitute a default under, any contract or instrument to which the
Issuer is a party; and (iii) will violate any provisions of the Memorandum and Articles.
(d) Governmental Approvals

Otherwise specifically mentioned under the Transaction Documents, no separate approval, clearance, permission or consent
from a Government Authority is required to authorise, or is required in connection with: (i) the execution, delivery and
performance by the Issuer of the Debenture Trust Deed or any of the documents executed in connection with the Issue of the
Debentures; or (ii) the legality, validity, binding effect or enforceability, hereof or thereof, in each case, a lack of which
would have a Material Adverse Effect.
(e) Litigation
To the best of the Issuer’s knowledge, there are no actions, suits or proceedings pending or threatened against the Issuer,
including with respect to governmental, statutory or other approvals, which could reasonably be expected to have a Material
Adverse Effect.
(f) Tax Returns and Payments

The Issuer has filed all tax returns required by Applicable Law to be filed by it and has paid all taxes payable by it which
have become due pursuant to such tax returns, save and except those not yet delinquent and/or contested in good faith and
for which adequate reserves have been established or provision made, to the extent required by the Applicable Laws.
(g) Compliance with Applicable Law

The Issuer to the best of its knowledge is in compliance in all material respects with the Applicable Laws in respect of the
conduct of its business and the ownership of its property. The Parties to the Debenture Trust Deed will ensure that the
Debenture Trust Deed and other documents in relation to the Issue of the Debentures executed is and those to be executed
will, when executed, be in proper legal form under the respective governing laws for the enforcement thereof and all consents
and permissions required have been or will be obtained in accordance with Applicable Laws.
(h) Material Adverse Effect

To the best of the Issuer's knowledge, there are no facts or circumstances, conditions or occurrences which could collectively
or otherwise reasonably be expected to result in a Material Adverse Effect or which could lead to a breach of any of the
provisions of the Debenture Trust Deed.
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(i) Assurance
The Issuer shall execute all such deeds, documents and assurances and do all such acts and things as the Debenture Trustee
may reasonably require for exercising the rights under these presents and the Debentures.
(j) Solvency
(i) The Issuer is able to, and has not admitted its inability to, pay its debts as they mature and has not suspended making
payment on any of its debts and it will not be deemed by a court to be unable to pay its debts within the meaning of the
Applicable Laws, nor in any such case, will it become so in consequence of entering into the Debenture Trust Deed.
(ii) The Issuer, by reason of financial difficulties, has not commenced negotiations with one or more of its creditors with a
view to rescheduling its indebtedness.
(iii) The value of the assets of the Issuer is more than its respective liabilities and it has sufficient capital to carry on its
business.
(iv) The Issuer has not taken any corporate action nor has taken any legal proceedings or other procedure or steps in relation
to any bankruptcy proceedings.
1.3 The Issuer hereby covenants with the Debenture Trustee that the Issuer shall (except as may otherwise be
previously agreed in writing by the Debenture Trustee):
(a) Promptly inform the Debenture Trustee of the happening of any labour strikes, lockouts, shut-downs,
fires or any event likely to have a Material Adverse Effect on the Issuer’s profits or business and the
reasons therefore;
(b) Promptly inform the Debenture Trustee of any loss or damage, which the Issuer may suffer due to force
majeure circumstances or act of God against which the Issuer may not have insured its properties;
(c) Promptly inform the Debenture Trustee of any change in the composition of its Board of Directors;
(d) Not declare or pay any dividend to its shareholders during any financial year unless it has paid the
instalment of principal and Interest then due and payable on the Debentures, or has made provision
satisfactory to the Debenture Trustee for making such payment.
(e) Execute and/or do, at their own expense, all such deeds, assurances, documents, instruments, acts,
matters and things, in such form and otherwise as the Debenture Trustee may reasonably or by law
require or consider necessary in relation to enforcing or exercising any of the rights and authorities of
the Debenture Trustee, pay the stamp duty on the Debenture Trust Deed on or at the time of execution
of the Debenture Trust Deed and all reasonable costs of the Debenture Trustee (including legal costs)
and other charges, if any, incurred in connection with the stamping and if, any penalty or legal costs or
any other charges are paid by the Debenture Holders.
(f) Comply with directions of any regulatory authority in relation to the Debenture Issue and perform and
observe in all material respects including in a timely manner, all its covenants as contained in the
Debenture Trust Deed.
(g) Promptly inform the Debenture Trustee of any amalgamation, reconstruction or merger scheme
proposed by the Issuer.
1.4 The Issuer hereby undertakes and agrees with the Debenture Trustee:
a) The Company shall (as applicable), supply or inform, as the case may be, to the Trustee for the benefit of each
Debenture Holders and/or Debenture Trustee (in sufficient copies for all the Debenture Holders and/or Debenture
Trustee, if the Trustee so requests):
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i. within 45 (forty five) days from the Deemed Date of Allotment, the End Use Certificate and/or such information as
may be relevant in relation to the Purpose and end use of the Debentures;
ii. promptly, all documents which are dispatched by it to its unsecured creditors generally at the same time as they are
dispatched;
iii. promptly, upon becoming aware of them, the details of any litigation, arbitration or administrative, regulatory or
criminal or tax proceedings or investigation of or before any court, arbitral body or agency which is threatened in
writing or pending against the Company, which is adversely determined may have the Material Adverse Effect;
iv. promptly, upon becoming aware of them, the details of any changes to the information provided by or on behalf of
the Company during the due diligence exercise conducted by the Debenture Holders;
v. promptly, any event which has, or if adversely determined, could reasonably be expected to have a Material Adverse
Effect, together with steps taken by to cure the same;
vi. promptly, details of and reasons for the occurrence of any Debenture Delisting Event;
vii. promptly, intimation if the Company fails to list the Debentures on the Stock Exchange in accordance with the
Debenture Trust Deed and reasons for such failure;
viii. promptly, such other information, certifications or documents required to be provided by the Company under the
Debt Listing Regulations, Debenture Trustee Regulations or the listing agreement entered into between the Company
and the Stock Exchange;
ix. promptly, information regarding any downgrade in the existing credit rating given to the Debentures;
x. at each expiry of the previous credit rating after the date of issue of the Debentures, a credit rating in respect of the
Debentures from the Rating Agency or another independent credit rating agency (acceptable to the Trustee);
xi. promptly and in any event within 3 (three) days, upon becoming aware of the breach of any Transaction Documents,
including on account of any change in the factual position in relation to the subject matter thereto;
xii. promptly and in any event within 3 (three) days, upon becoming aware or on receipt, of any application for winding
up, insolvency or bankruptcy, or insolvency resolution of the Company having been made;
xiii. promptly, any letters of offer or any document pursuant to which a Change in Control may occur;
xiv. promptly, the details of any proceedings, which are current, threatened (in writing) or pending, which affect or may
affect the trust property;
xv. a promptly upon any change of the authorised signatories’ details of which have been provided to the Trustee;
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xvi. Other Information Covenants: The Issuer shall

a) notify the Debenture Trustee of the occurrence of a rating downgrade event, any change in nature of business by
Issuer before such change any major change in Board of Directors, which may amount to change in control;
b) provide know your customer documentation and other evidence as is reasonably requested by the Debenture
Trustee;
c) provide information required by the Debenture Trustee for the effective discharge of its duties including
information required to disclose to third parties in accordance with applicable law; and
d) provide information as required under SEBI LODR Regulations.
b) The Issuer shall comply with Applicable Laws, in so far as they are applicable to the Debentures and
furnish to the Debenture Trustee such data, information, statements and reports as may be deemed
necessary by the Debenture Trustee in order to enable them to comply with the provisions the said
regulations thereof in performance of their duties in accordance therewith to the extent applicable to the
Debentures.
c) The Company shall furnish to the Trustee details of all grievances received from the Debenture Holders
and the steps taken by the Company to redress the same. At the request of any Debenture Holder, the Trustee
shall, by notice to the Company call upon the Company to take appropriate steps to redress such grievances
and shall, if necessary, at the request of any Debenture Holder, call a meeting of the Debenture Holders
d) The Company hereby declares, represents, covenants with the Trustee that during the continuance of the
Debentures, without the prior written consent of the Trustee, the Company shall not undertake or permit
any merger, consolidation, reorganisation scheme or arrangement or compromise with its creditors or
shareholders or effect any scheme of amalgamation or reconstruction.
e) The Company further covenants that it shall not declare or pay any dividend to its shareholders during any
financial year unless it has paid the instalment of principal and Interest then due and payable on the
Debentures, or has made provision satisfactory to the Debenture Trustee for making such payment.
f) The Issuer shall, on demand, forward to Debenture Trustee a quarterly report inter alia containing the
following particulars (i) the updated list of names and addresses of all Debenture Holders; (ii) the details
of interest due but unpaid and reasons for the same; and (iii) the number and nature of grievances received
from the Debenture Holders and (A) resolved by the Company; and (B) unresolved by the Company and
the reasons for the same; and (iv) a statement that the assets of the Company available as security are
sufficient to discharge the claims of the Debenture Holders as and when the same become due
g) The Issuer shall provide the details of the filings made with the registrar of companies and SEBI, regarding
the Debentures, to the Debenture Trustee.
h) The Issuer shall within 45 (Forty Five) days from the end of every quarter submit to the stock exchange, a
statement indicating the utilization of issue proceeds of Debentures, which shall be continued to be given
till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were
raised has been achieve.
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FINANCIAL COVENANTS AND CONDITIONS
1. INTEREST RATE AND MANNER OF PAYMENT
1.1 The Debentures shall carry interest at the interest rate set out in the Private Placement Offer Letter from the
Deemed Date of Allotment.
1.2 The Interest rate is floating with quarterly reset, payable annually from the Deemed Date of Allotment until
redemption of the Debentures or may otherwise be set out in the Term Sheet.
1.3 The Interest payable on Debentures shall be computed on actual/actual day count basis.
1.4 The Interest Rate shall be as specified in the Summary Term Sheet.
1.5 The payment of Interest on Debentures, shall be made to the Debenture Holders, whose name is registered
in the Register of Debenture Holders on the Record Date.
1.6 The final Interest for Debentures shall be paid along with the redemption proceeds.
1.7 As the pay-in date and the Deemed Date of Allotment fall on the same date, interest on Application money
for Debentures shall not be payable.
1.8 Further, if the date of payment of Interest rate for Debentures specified does not fall on a working day, the
Interest payment for Debentures shall be made on the following working day without any liability of Interest
from the original date to the actual date of payment.
2. DEFAULT INTEREST
2.1 The Issuer shall pay default interest of 2% (two percent) per annum over the Interest Rate for the defaulting period
in case of default in payment of Interest or Redemption Amount.
2.2 The Issuer shall pay default interest of 2% (two percent) per annuum over the Interest Rate for the period of delay in
cases where the Debenture Trust Deed is not executed in accordance with the timeline under Applicable Law.
2.3 The Issuer shall pay default interest 1% (one percent) per annum over the Coupon Rate will be payable by the Issuer
for the period of delay between the Deemed Date of Allotment and the date of listing, in accordance with the timeline
under Applicable Law.
2.4 In case of delay of allotment of debt securities beyond the stipulated time period, the Issuer will comply with
applicable regulatory requirements, if any, with respect to such delay.
3. PUT OPTION
There is no put option applicable in this Issue.
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4. CALL OPTION
Call option shall be exercised by Issuer only after prior approval of RBI. A date falling on the Business Day
immediately succeeding the expiry of a period of 10 (Ten) years from the Deemed Date of Allotment and any
date thereafter. Coupon shall be payable on actual day count basis till the date of exercise of such Call Option.
5. LOCK – IN CLAUSE
a. The PDIs shall be subject to lock-in clause in terms of which the Issuer may defer the payment of Coupon if:
i. the Issuer’s capital to risk assets ratio (“CRAR”) is below the minimum regulatory requirement
prescribed by RBI; or
ii. the impact of such payment results in Issuer’s CRAR falling below or remaining below minimum
regulatory requirement prescribed by RBI.
b. However, the Issuer may pay interest with prior approval of RBI when the impact of such payment may result
in net loss or increase in net loss, provided the CRAR remains above the minimum regulatory requirement
prescribed by RBI.
c. The Coupon shall not be cumulative except in cases as in ‘a.’
d. All instances of invocation of the lock-in clause shall be notified by the Issuer to the Regional Office of
Department of Supervision of the Reserve Bank in whose jurisdiction it is registered.
6. PAYMENTS
Payment of the principal and Interest will be made to the registered holder and in case of joint holders to the one
whose name stands first in the Register of Debenture Holders or list maintained by the Depositories. Such
payments shall be made by cheque or warrant drawn or RTGS/ECS/NECS/NEFT by the Issuer.
7. EVENTS OF DEFAULT
Default shall have occurred in the redemption of the Debentures together with redemption premium, if any, as and when
the same shall have become due and payable.
i. Default in payment of Coupon

Any default by the Company in the payment (yearly payment) of interest on the Debentures as and when the same shall
have become due and payable.
ii. Default in performance of covenants and conditions

Default shall have occurred in the performance of any material covenants, conditions or agreements on the part of the
Company other than any payment defaults under this Deed or the Disclosure Document, other Transaction Documents or
deeds entered into between the Company and the Debenture Holders/Beneficial Owner(s)/ Debenture Trustee.
iii. Company ceases to carry on business

If the Company ceases with/without the consent of the Debenture Holders or threatens to cease to cam on its business or
gives notice of its intention to do so.
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iv. Inability to pay debts

If the Company is unable to or admits in writing its inability to pay its debts as they mature or proceedings for taking it into
insolvency or liquidation have been admitted by any competent court or a special resolution has been passed by the
shareholders for winding up of the Company or for tiling an application to initiate insolvency resolution process of the
Company or it is certified 1)), the statutory auditors that the liabilities of the Company exceed its assets indicating the inability
of the Company to discharge its obligations under this Deed.
v. Proceedings against Company

The Company shall have voluntarily or involuntarily become the subject of proceedings under bankruptcy or insolvency
law, or has suffered any action taken tier its reorganization, insolvency, liquidation or dissolution except an application
filed by an operational creditor of the Company for initiation of corporate insolvency resolution process in respect of the
Company, which gels dismissed within 30 days from the date of first listing of such application; or.
A receiver or resolution professional or liquidator is appointed or allowed to be appointed in respect of all or any part of the
undertaking of the Company.
vi. Misleading Information

Any information given by the Company in the Disclosure Document, the Transaction Documents and/or other information
furnished and/or the representations and warranties given/deemed to have been given by the Company to the Debenture
Holder(s)/Beneficial Owner(s) for availing financial assistance by way of subscription to the Debentures is or proves to be
misleading or incorrect in any material respect or is found to be incorrect.
vii. Distraint
If extraordinary circumstances have occurred which make it improbable for the Company to fulfill its obligations under this
Deed and/or the Debentures in the opinion of the Debenture Trustee.
If it is certified by the Statutory Auditors that the liabilities of the Company exceed its assets indicating the inability of the Company to
discharge its obligations under this Deed.
viii. Expropriation / Nationalization
If any Governmental Authority shall have condemned, nationalized, seized, or otherwise expropriated all or any substantial
part of the assets of the Company or of the shares of the Company held by any director or the promoters, or shall have
assumed custody or control of such shares or the business or operations of the Company or shall have taken any action for
the dissolution of the Company or any action that would prevent the Company or its officers from carrying on its business
or operations or a substantial part thereof.
ix. Alteration to Memorandum or Articles

If the Company. Shall without the prior consent in writing of the Debenture Trustee, make or attempt to make any alteration in
the provisions of its Memorandum and/or Articles of Association which might in the opinion of the Debenture Trustee
detrimentally affect the interests of the Debenture Holder(s)/Beneficial Owner(s) and shall upon demand by the
Debenture Trustee refuse or neglect or he unable to rescind such alteration.
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x. Clearances
Any of the necessary clearances required or desirable in relation to the Company or the Debentures in accordance with any
of the Transaction Documents is not received or is revoked or terminated. Withdrawn. Suspended. Modified or withheld or
shall cease to be in full force and effect which shall. In the reasonable opinion of Debenture Holder(s)/Beneficial
Owners(s), have Material Adverse Effect on the Company or the Debentures.
xi. Unlawfulness
It is or becomes unlawful for the Company to perform any of its material obligations under any Transaction Document in
the opinion of the Debenture Holder(s)/Beneficial Owner(s).
xii. Material Adverse Effect

The occurrence of any event or condition which. in the reasonable opinion of the Trustee or the Debenture Holders(s)/
Beneficial Owners(s), constitutes a Material Adverse Effect.
Any other event described as an Event of Default in the Disclosure Document and the Transaction Documents.
8. CONSEQUENCES OF EVENT OF DEFAULT
i. After the occurrence of an Event of Default under Clause 7 above, and the expiry of cure periods (if any) the Debenture
Trustee shall send a notice to the Debenture Holder(s) within 3 (three) days or any other timelines mentioned under
Applicable Laws of the Event of Default by registered post/acknowledgement due or speed post/acknowledgement due or
courier or hand delivery with proof of delivery or through email as a text or as an attachment to email with a notification
including a read receipt, and proof of dispatch of such notice or email, shall be maintained.
ii. The notice shall contain the following:

a) request for positive consent for signing of the ICA:
b) the time period within which the consent needs to be provided by the Debenture Holder(s), viz. consent to be given
within 15 days from the date of notice or such revised timelines as prescribed under Applicable Law: and
c) the date of meeting to he convened (which shall vee within 30 days of the occurrence of event of Default).
Provided that in case the Event of Default is cured between the date of notice and the date of meeting, then the
convening of such a meeting may be dispensed with.
iii. The Debenture Trustee shall take necessary action of entering into the ICA or take any other action as decided in the meeting
of Debenture Holder(s) based on the decision of-the Debenture Holder(s) with Special Majority, including the decision of
formation of a representative committee of the Debenture Holder(s) to participate in the ICA or as may he decided in the
meeting of Debenture Holder(s). Such a committee, if decided to be formed, may comprise of the designated members
representing the interest of the ISIN level Debenture Holder(s) under the Debentures and he responsible to take decisions
which shall he binding on the specific ISIN level Debenture Holder(s) relating to ICA matters, or take any other action as may
be decided by the Debenture Holder(s), from time to time.
iv. The Debenture Trustee(s) may in accordance with the decision of the Debenture Holders, sign the ICA and consider the
resolution plan, if any, on behalf of the Debenture Holder(s)/ Beneficial Owners in accordance with the requirements under
the extant RBI guidelines. SEBI circulars, guidelines and other Applicable Law.
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v. The Trustee shall also have the following rights (notwithstanding anything in these presents to the contrary):
a) to appoint a nominee director as per the SEBI (Debenture Trustee) Regulations, 1993 on the board of directors
of the Company or to appoint an observer to all meetings of the board of directors of the Company;
b) to initiate any enforcement action including without limitation under SARFAESI Act, 2002. Insolvency and
Bankruptcy Code. 2016 (wherever applicable), sale without intervention of Court under Section 69 of Transfer
of Property Act. 1882 or any other Applicable Law;
c) to levy default interest on overdue amounts as per the terms of issue: and
d) to exercise such other rights as the Debenture Holder(s) may deem fit under Applicable Law.
vi. The Debenture Trustee after obtaining consent of Debenture Holder(s) for enforcement shall infirm the designated stock
exchange seeking release of the Recovery Expense Fund. The Debenture Trustee shall follow the procedure set out in
the SEBI Operational Circular for Debenture Trustee for utilisation of the Recovery Expense Fund and he obligated to
keep proper account of all expenses. costs including but not limited to legal expenses, hosting of meetings etc incurred
out of the Recovery Expense Fund.
vii. All expenses over and above those met from the Recovery Expense Fund incurred by the Beneficial Owners(s)/Trustee
after an Event of Default has occurred in connection with collection of amounts due under this Deed, shall he payable by
the Company.
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AFFIRMATIVE COVENANTS OF THE ISSUER:
The Company hereby covenant with the Trustee that the Company shall at all times confirm to the following:
i. Carry on and conduct its business - with due diligence and efficiency and in accordance with sound engineering, technical,
managerial and financial standards and business practices with qualified and experienced management and personnel and
inform the Trustees of any change in the nature of conduct of its business;
ii. Utilise the monies received from subscription of the Debentures for the Purpose as mentioned in the Information
Memorandum;
iii. Procure and furnish to the Trustee a certificate from the Company's Auditor or Charter Accountant acceptable to the Trustee
in respect of the utilisation of funds raised by the issue of the Debentures within 30 days of the receipt of the funds;
iv. Keep proper books of account as required by the Companies Act, 1956 and/ or Companies Act, 2013 and therein make true
and proper entries of all dealings and transactions of and in relation to the business of the Company and keep the said books
of account and all other books, registers and other documents relating to the affairs of the Company at its Registered Office
or, where permitted by law, at other place or places where the books of account and documents of a similar nature may be
kept;
v. Give to the Trustee or to such person or persons as aforesaid, in event of default, such information as they or he or any of
them shall require as to all matters relating to the business, property and affairs of the Company and at the time of the issue
thereof to the Shareholders of the Company furnish to the Trustee three copies of every report, balance sheet, profit and loss
account, circulars or notices, issued to the Shareholders and the Trustee shall be entitled, if they think fit, from time to time,
to nominate a firm of Chartered Accountants to examine the books of account, documents and property of the Company or
any part thereof and to investigate the affairs thereof and the Company shall allow any such accountant or agent to make such
examination and investigation and shall furnish him with all such information as he may require and shall pay all costs, charges
and expenses of and incidental to such examination and investigation;
vi. Duly cause these presents to be registered in all respects so as to comply with the provisions of the Companies Act, 1956 and/
or Companies Act, 2013 and also cause these presents to be registered in conformity with the provisions of the Indian
Registration Act, 1908, or any Act, Ordinance or Regulation of or relating to any part of India,
vii. The Company will not do or voluntarily suffer or permit to be done any act or thing whereby its right to transact its business
might or could be terminated or whereby payment of the principal of or interest on the Debentures might or would be hindered
or delayed;
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viii. Pay all such stamp duty (including any additional stamp duty), other duties, taxes, charges and penalties, if and when the
Company may be required to pay according to the laws for the time being in force in the State in which its properties are
situated or otherwise, and in the event of the Company failing to pay such stamp duty, other duties, taxes and penalties as
aforesaid, the Trustee will be at liberty (but shall not be bound) to pay the same and the Company shall reimburse the same to
the Trustee on demand;
ix. Reimburse all sums paid or expenses incurred by the Trustee or other person appointed by the Trustee for all or any of the
purposes mentioned in these presents immediately on receipt of a notice of demand from them in this behalf. All such sums
shall carry interest at the rate of default interest as from the date when the same shall have been paid or become payable or
due and as regards liabilities, the Company will, on demand, pay and satisfy or obtain the releases of such persons from such
liabilities and if any sum payable under this Clause shall be paid by the Trustee the Company shall, forthwith on demand,
reimburse the same to the Trustee.
x. Promptly inform the Trustee if it has notice of any application for insolvency having been served or a petition(s) have been
admitted under the provisions of Insolvency and Bankruptcy Code 2016 or otherwise of any suit or other legal process intended
to be filed or initiated against the Company and/affecting the title to the Company’s properties or if a receiver or interim
resolution professional is appointed for any of its properties or business or undertaking;
xi. shall furnish quarterly report to the Trustee containing the following particulars:
a) Updated list of the names and addresses of the Debenture holders;
b) Details of the interest due, but unpaid and reasons thereof;
c) The number and nature of grievances received from the Debenture holders and resolved by the Company and unresolved by
the Company and the reason for the same;
d) any breach of the terms of issue of debentures or covenants of the trust deed or the transaction documents;
e) Any other information as may be required by Trustee.
xii. The Company shall in accordance with the applicable laws, send to the Debenture holders and also to the stock exchange for
dissemination along with the half yearly financial results, such information as may be prescribed therein.
xiii. The Company shall submit the following disclosures to the Trustee at the time of/ upon allotment of the Debentures:
a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures;
b) Copy of last three years’ audited Annual Reports;
c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
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d) Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit
& Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications , if any.
e) An undertaking to the effect that the Company would, till the redemption of the debt securities, submit the details mentioned
in point (D) above to the Trustee within the timelines prescribed under law for furnishing /publishing its half yearly/ annual
result. Further, the Company shall within 180 days from the end of the financial year, submit a copy of the latest annual report
to the Trustee.
f) Relevant resolution passed by the Board of Directors and shareholders of the Company;
g) Allotment Letters and credit confirmation from NSDL/CDSL; and
h) Any other information as required by the Trustee.
xiv. Promptly and expeditiously attend to and redress the grievances, if any, of the Debenture holders. The Company further
undertakes that it shall promptly comply with the suggestions and directions that may be given in this regard, from time to
time, by the Trustee and shall advise the Trustee periodically of the compliance. All grievances relating to the issue may be
addressed to the Compliance Officer giving full details such as name, address of the applicant, date of the application,
application number, number of Debentures applied for, amount paid on application and the place where the application was
submitted. The Company will make best efforts to settle investor grievances expeditiously and satisfactorily. The average time
required by the Company for the redressal of routine investor grievances shall be 15 days from the date of receipt of the
complaint. In case of non-routine complaints and where external agencies are involved, the Company would strive to redress
these complaints as expeditiously as possible. The Compliance Officer of the Company may also be contacted in case of any
investor grievances;
xv. not declaring any dividend to the shareholders in any year until the company has paid or made satisfactory provision for the
payment of the instalments of principal and interest due on the debentures ;
xvi. comply all the provisions as mentioned in the Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993,
the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (in the manner
applicable), SEBI (Issue and listing of Debt Securities (Amendment) Regulations, 2012 and subsequent modifications,
Companies Act, 1956, Companies Act, 2013, Issuance of Non-convertible Debentures (Reserve Bank) Directions, 2010, as
amended from time to time and/or any other notification, circular, press release issued by the SEBI/Reserve Bank of India
with regard to the Debenture issue and comply with all regulations / provisions of Companies Act, 2013, guidelines of other
regulatory authorities in respect of allotment of debentures till redemption from time to time;
xvii. shall always keep the Trustee informed of all orders, directions, notices of any court/tribunal;
xviii. shall have the right to share credit information as deemed appropriate with Central Repository of Information on Large Credits
(CRILC), TransUnion CIBIL Limited (“CIBIL”) or any other institution as approved by RBI from time to time;
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xix. The Company shall promptly inform the Trustee about any change in the nature of and conduct of business by the Company
before such change;
xx. The Company will not appoint any person as a director on its board, who is a wilful defaulter in terms of the parameters
determined by / guidelines of, the Reserve Bank of India (RBI) from time to time.
xxi. Anti-money laundering
i. The Company has not engaged in: (a) corrupt practices, fraudulent practices, or other illegal practices in connection with
their business and operations, (b) Money Laundering or act in breach of any Applicable Law relating to Money
Laundering; or (c) the Financing of Terrorism.
ii. The commercial operations of the Company are and have been conducted at all times in compliance with: (a) all
applicable financial record keeping and reporting requirements; (b) all laws in relation to the prevention of Money
Laundering in India and of all jurisdictions in which the Company conduct their business, the rules and regulations
thereunder; and (iii) any related or similar rules, regulations or guidelines, issued, administered or enforced by any
Governmental Authority having jurisdiction over the Company.
iii. There are no action, suit or proceeding by or before any court or Governmental Authority, agency or body or any arbitrator
involving the Company with respect to all laws in relation to the prevention of Money Laundering, pending and no such
actions, suits or proceedings are threatened or contemplated.
iv. The operations of the Issuer are and have been conducted at all times in compliance with applicable financial record
keeping and reporting requirements and money laundering statutes in India and of all jurisdictions in which the Issuer
conducts business, the rules and regulations and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, Anti-money Laundering Laws) and no action, suit
or proceeding by or before any Governmental Authority or any arbitrator involving any member of the group with respect
to Anti-Money Laundering Laws is pending and no such actions, suits or proceedings are to the best of its knowledge
threatened or contemplated.
xxii. True and Complete Disclosure
All information furnished by the Company to the Debenture Trustee in connection with the sanction of the facility by way of
subscription of Debentures, whether prior to the Date of this Deed or contemporaneously with the execution of this Deed as
part of Debenture Documents and all information hereafter furnished, is and will be true, accurate and complete in all respects
as on the date on which such information is dated or certified and is not, and will not be misleading in any respect.
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NEGATIVE COVENANTS OF THE ISSUER:
a) The Company hereby declares, represents, covenants with the Trustee that during the continuance of the Debentures,
without the prior written consent of the Trustee, the Company shall not undertake or permit any merger, consolidation,
reorganisation scheme or arrangement or compromise with its creditors or shareholders or effect any scheme of
amalgamation or reconstruction.
b) The Company further covenants that it shall not declare or pay any dividend to its shareholders during any financial year
unless it has paid the instalment of principal and Interest then due and payable on the Debentures, or has made provision
satisfactory to the Debenture Trustee for making such payment.
INFORMATION UNDERTAKINGS OF THE ISSUER:
The Company hereby undertakes and covenants with the Trustee that the Company shall provide to the Trustee such information
at all times when necessary:
a. Promptly inform the Debenture Trustee of the happening of any labour strikes, lockouts, shut-downs, fires or any event
likely to have a Material Adverse Effect on the Issuer’s profits or business and the reasons therefore;
b. Promptly inform the Debenture Trustee of any loss or damage, which the Issuer may suffer due to force majeure
circumstances or act of God against which the Issuer may not have insured its properties;
Promptly inform the Debenture Trustee of any change in the composition of its Board of Directors; --- to Remove
c. Execute and/or do, at their own expense, all such deeds, assurances, documents, instruments, acts, matters and things, in
such form and otherwise as the Debenture Trustee may reasonably or by law require or consider necessary in relation to
enforcing or exercising any of the rights and authorities of the Debenture Trustee, pay the stamp duty on the Debenture
Trust Deed on or at the time of execution of the Debenture Trust Deed and all reasonable costs of the Debenture Trustee
(including legal costs) and other charges, if any, incurred in connection with the stamping and if, any penalty or legal costs
or any other charges are paid by the Debenture Holders.
d. Comply with directions of any regulatory authority in relation to the Debenture Issue and perform and observe in all material
respects including in a timely manner, all its covenants as contained in the Debenture Trust Deed.
e. The Company shall submit, in the manner required under Applicable Law and to the extent required under Applicable Law
and the Debenture Regulations, containing, inter alia, the following information, if applicable:
1. debt-equity ratio of the Company on a standalone basis;
2. previous due date for the payment of interest/ repayment of principal of non-convertible debt securities and whether the
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same has been paid or not;
3. next due date for the payment of interest and principal along with the amount of interest payable and the redemption
amount;
4. debt service coverage ratio of the Company on a standalone basis;
5. interest service coverage ratio of the Company on a standalone basis;
6. details about the debenture redemption reserve;
7. net worth of the Company on a standalone basis;
8. net profit after tax of the Company on a standalone basis;
9. current ratio of the Company on a standalone basis;
10. long term debt to working capital of the Company on a standalone basis;
11. bad debts to account receivable ratio of the Company on a standalone basis;
12. current liability ratio of the Company on a standalone basis;
13. total debts to total assets of the Company on a standalone basis;
14. debtors turnover of the Company on a standalone basis;
15. operating margin (%)of the Company on a standalone basis;
16. net profit margin (%)of the Company on a standalone basis;
17. sector specific equivalent ratios of the Company on a standalone basis, as applicable; and
18. earnings per share of the Company on a standalone basis
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SECTION II
DISCLOSURES UNDER SCHEDULE I OF SECURITIES EXCHANGE BOARD OF INDIA (ISSUE AND

LISTING OF NON- CONVERTIBLE SECURITIES) REGULATIONS, 2021
Other than to the limited extent set out hereunder, please refer to Section G and Section H of the General Information
Document for disclosures under the Schedule I of Securities Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021, as amended from time to time.
A. Financial Information:
(a) The audited financial statements (i.e., Profit & Loss statement, Balance Sheet and Cash Flow statement)
both on a standalone and consolidated basis for a period of 3 (Three) completed years along with the
auditor’s report and the requisite schedules, footnotes, summary, etc.:
The audited financial statements (i.e. Profit & Loss statement, Balance Sheet and Cash Flow statement) both on a
standalone and consolidated basis for a period of three completed years which shall not be more than six months old
from the date of the draft offer document or offer document or issue opening date, as applicable.
BOBCARD LIMITED (FORMERLY KNOWN AS "BOB FINANCIAL SOLUTIONS LIMITED")

Balance Sheet as at
Rs. in Crore
As at As at
As at As at As at
Particulars 31 March 31 March
31 March 2021 31 March 2022 30 June 2024
2023 2024
I ASSETS
1 Financial assets
Cash and cash equivalents 15.88 69.60 133.07 146.34 425.25
Bank balance other than above - 0.01 0.01 0.01 0.01
Trade receivables 36.39 23.84 53.52 3.27 6.68
Loans 743.03 1,245.45 2,930.25 4,605.49 4,984.87
Investments - - - - -
Other financial assets 14.25 15.00 119.31 188.19 184.44
2 Non-financial assets
Inventories 0.10 2.96 5.09 8.25 8.07
Current tax assets (net) 29.17 31.97 32.57 38.91 35.88
Deferred tax assets (net) 44.19 49.41 64.49 36.58 35.61
Property, plant and equipment 12.70 3.05 4.18 11.10 10.17
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Right-of-use assets 8.13 6.35 8.71 6.75 6.44

Intangible assets under
2.94 0.06 0.83 0.84 1.12
development
Other intangible assets 1.99 16.01 13.27 19.49 17.62
Other non-financial assets 38.38 54.80 97.81 105.70 166.74
Total assets 947.15 1,518.53 3,463.12 5,170.93 5,882.91
II LIABILITIES AND EQUITY
Liabilities
1 Financial liabilities
Payables
Trade Payables
(i) total outstanding dues of
micro enterprises and small 0.17 1.54 0.45 3.76 0.77
enterprises
(ii) total outstanding dues of
creditors other than micro
7.05 13.91 41.88 24.61 35.48
enterprises and small
enterprises
Debt securities 356.52 49.58 24.78 462.96 443.46
Borrowings (other than debt
258.47 1,011.66 2,034.16 3,206.80 3,848.12
securities)
Subordinated Liabilities 49.91 49.92 124.93 124.60 124.61
Other financial liabilities 17.06 23.08 30.37 34.17 35.90
2 Non-financial liabilities
Provisions 43.83 66.67 158.55 216.50 230.52
Other non-financial liabilities 23.10 21.22 65.65 25.14 63.49
Total liabilities 1,237.58 1,237.58 2,480.77 4,098.54 4,782.36
Equity
Equity share capital 175.00 275.00 975.00 975.00 975.00
Other equity 16.05 5.95 7.35 97.39 125.55
Total equity 191.05 280.95 982.35 1,072.39 1,100.55
Total liabilities and equity 947.15 1,518.53 3,463.12 5,170.93 5,882.91

Statement of Profit and Loss
Rs. in Crore
25
(BCL/01/2024-25)
placement
For the year For the year For the

For the year For the year
ended ended quarter
Particulars ended ended
31 March 31 March ended
31 March 2021 31 March 2022
2023 2024 30 June 2024
Revenue from operations
(i) Interest income 110.14 185.41 364.09 652.60 200.32
Income from fees and
(ii) 228.48 296.33 478.46 645.47 186.79
services
(iii) Income from Consultancy 11.45 11.11 1.13 - -
Business development
(iv) 2.82 2.75 22.17 6.10 -
incentives
Total revenue from
(I) 352.89 495.60 865.84 1,304.16 387.11
operations
(II) Other income 13.38 4.05 16.35 22.50 12.99
(III) Total income (I + II) 366.27 499.65 882.18 1,326.66 400.10
Expenses
(i) Finance cost 27.98 44.12 118.36 227.49 77.54
Impairment on financial
(ii) 85.28 102.88 164.60 132.97 45.03
instruments
(iii) Employee benefit expenses 58.50 56.48 58.49 67.52 16.65
Depreciation, amortization
(iv) 16.98 15.11 8.10 10.74 4.08
and impairment
Operating and Other
(v) 200.06 287.01 530.78 767.26 218.08
expenses
(IV) Total expenses (IV) 388.80 505.61 880.32 1,205.98 361.39
Profit/(loss) for the

(V) (22.53) (5.96) 1.86 120.67 38.71
period (III-IV)
Tax Expense:
(a) Current tax 7.47 9.81 15.37 2.28 8.14
(b) Deferred tax (credit) (20.40) (5.34) (15.03) 28.02 0.95
(c) Income tax for earlier
- - - - 1.53
year
(VI) Total Tax expense (12.93) 4.47 0.33 30.30 10.62
Profit/(loss) for the year

(9.60) (10.43) 1.53 90.38 28.09
(V - VI)
26
(BCL/01/2024-25)
placement
Other comprehensive
(VII)
income
Items that will not be
A reclassified to profit or
loss
Remeasurement gain/(loss)
0.20 0.44 (0.16) (0.45) 0.10
on defined benefit plan
Income tax impact (0.06) (0.11) 0.04 0.11 (0.02)
Total (A) 0.14 0.33 (0.12) (0.34) 0.07
Items that will be

B
classified to profit or loss
Reclassification
adjustments to statement of - - - - -
profit and loss
Income tax impact - - - - -
Total (B) - - - - -
Other comprehensive
0.14 0.33 (0.12) (0.34) 0.07
income (A + B)
Total comprehensive
(VIII) (9.46) (10.10) 1.41 90.04 28.16
income for the year
Earnings per equity

(IX)
share
Basic (Rs.) (0.54) (0.41) 0.03 0.93 0.29
Diluted (Rs.) (0.54) (0.41) 0.03 0.93 0.29

Cash Flow statement
Rs. in Crore
For the year

For the year ended For the year For the year For the quarter
ended
Particulars 31 March ended ended ended
31 March
2021 31 March 2022 31 March 2024 30 June 2024
2023
Operating activities
Profit before tax (22.53) (5.96) 1.86 120.67 38.71
27
(BCL/01/2024-25)
placement
Adjustments to reconcile profit before

tax to net cash flows:
Depreciation & amortisation 16.98 15.11 8.10 10.74 4.08
Impairment on financial instruments 85.28 102.88 164.60 132.97 45.03
Loss / (Profit) on Property, Plant and
(0.08) (0.01) 0.07 - -
Equipment
Write off of fixed assets 0.27 0.08 0.02 - -
Interest on lease liabilities 0.73 0.52 0.65 0.61 0.14
Income from mutual fund (0.45) (0.53) (1.30) (0.86) -
Finance cost 27.25 43.60 117.71 226.88 77.40
Operating Profit Before Working
107.45 155.70 291.70 491.01 165.36
Capital Changes
Working capital changes
(Decrease)/ Increase in trade payables (8.10) 8.23 26.87 (13.95) 7.88
(Decrease)/ Increase in other financial

(3.13) 6.02 7.29 3.80 1.73
liabilities
(Decrease)/ Increase in other non

11.31 (1.88) 44.43 (12.35) 38.35
financial liabilities
(Decrease)/ Increase in provisions 10.56 23.28 91.72 57.50 14.12
(Increase)/ Decrease in Financial assets
(430.10) (605.30) (1,849.40) (1,808.21) (424.41)
loans
(Increase)/ Decrease in Other financial

(7.65) (1.04) (104.31) (27.47) 3.75
assets
(Increase)/ Decrease in Inventory 0.91 (2.86) (2.13) (3.16) 0.18
(Increase)/ Decrease in other non
(24.29) (22.72) (58.07) (29.18) (61.43)
financial assets
(Increase)/ Decrease in trade receivables 8.22 12.55 (29.68) 8.85 (3.40)
Income tax paid (13.47) (6.02) (6.02) (16.75) (6.80)

Net cash flows from/(used in)
(455.73) (589.75) (1,879.29) (1,840.93) (430.05)
operating activities
Investing activities
28
(BCL/01/2024-25)
placement
Purchase of property, plant & equipment

(6.21) (14.91) (4.65) (20.67) (0.71)
('PPE') including intangible assets
Sale proceeds from PPE 0.10 0.01 0.06 - -

Fixed Deposit - (0.01) (0.00) (0.00) 0.00
Purchase of Investments (744.96) (1,236.98) (2,799.46) (1,573.46) -
Sale Proceed from Investments 745.41 1,237.51 2,800.76 1,574.32 -
Net cash flows from/(used in) investing
(5.66) (14.38) (3.29) (19.81) (0.71)
activities
Financing activities
Repayment of / Proceed from

- 753.19 1,022.51 1,172.64 641.32
Borrowings (other than debt securities)
Proceed from debt securities 406.43 1,150.00 1,730.00 1,745.00 450.00

Repayment of debt securities (21.89) (1,456.93) (1,679.80) (1,307.15) (469.48)
Interest on lease liabilities (0.73) (0.52) (0.65) (0.61) (0.14)
Interest paid (27.25) (43.60) (117.71) (226.88) (77.40)
Net cash generated/(used in) financing
356.56 502.15 1,654.35 1,383.00 544.30
activities
Net increase in cash and cash equivalents 2.62 53.71 63.47 13.27 278.91
Cash and cash equivalents as at the

13.26 15.88 69.60 133.07 146.34
beginning
Cash and cash equivalents as at the
15.88 69.60 133.07 146.34 425.25
end
*Consolidated statement is not applicable to the company, as it does not have any subsidiary
Note: There was no auditor’s qualification. Auditor’s Report is a part of Annual Report which is annexed as Annexure IV
(b) The unaudited financial information with limited review report (for the interim period).
The same is enclosed as Annexure V
29
(BCL/01/2024-25)
placement
B. Key Operational and Financial Parameters on Standalone Basis:
For Financial Sector Entities:
Amt in Crore
Particulars June 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
BALANCE SHEET
Assets
Property, Plant and Equipment 10.17 11.10 4.18 3.05
Financial Assets 5,601.26 4,943.31 3,236.17 1,353.90
Non-financial Assets excluding

271.48 216.52 222.78 161.58
property , plant and equipment
Total Assets 5,882.91 5,170.93 3,463.12 1,518.53
Liabilities
Financial Liabilities
-Derivative financial instruments
-Trade Payables 36.25 28.37 42.32 15.45

-Debt Securities 443.46 462.96 24.78 49.58
-Borrowings (other than Debt
3,848.12 3,206.80 2,034.16 1,011.66
Securities)
-Subordinated liabilities 124.61 124.60 124.93 49.92
-Other financial liabilities 35.90 34.17 30.37 23.08
Non-Financial Liabilities - - - -
-Current tax liabilities (net) - - - -
-Provisions 230.52 216.50 158.55 66.67
-Deferred tax liabilities (net) - - - -
30
(BCL/01/2024-25)
placement
-Other non-financial liabilities 63.49 25.14 65.65 21.22
Equity (Equity Share Capital and

1,100.55 1,072.39 982.35 280.95
Other Equity)
Total Liabilities and Equity 5,882.91 5,170.93 3,463.12 1,518.53
PROFIT AND LOSS

Revenue from operations 387.11 1,304.16 865.84 495.60
Other Income 12.99 22.50 16.35 4.05
Total Income 40.01 132.67 88.22 49.97
- - - -
Total Expense 361.39 1,205.98 880.32 505.61
Profit after tax for the year 28.09 90.38 1.53 -10.43
Other Comprehensive income 0.07 -0.34 -0.12 0.33
Total Comprehensive Income 28.16 90.04 1.41 -10.10
Earnings per equity share (Basic) 0.29 0.93 0.03 -0.41
Earnings per equity share (Diluted) 0.29 0.93 0.03 -0.41
Cash Flow
Net cash from / used in (-) operating
-430.05 -1,840.93 -1,879.29 -589.75
activities
Net cash from / used in (-) investing

-0.71 -19.81 -3.29 -14.38
activities
Net cash from / used in (-) financing

544.30 1,383.00 1,654.35 502.15
activities
Net increase/decrease (-) in cash

278.91 13.27 63.47 53.71
and cash equivalents
31
(BCL/01/2024-25)
placement
Cash and cash equivalents as per

Cash Flow Statement as at end of 425.25 146.34 133.07 69.60
Half Year
Additional Information
Net worth 954.40 925.66 836.64 181.46
Cash and cash equivalents 425.25 146.34 133.07 69.60
Loans 4,984.87 4,605.49 2,930.25 1,245.45
Loans (Principal Amount) 4,602.55 4,224.64 2,919.70 1,385.23
Total Debts to Total Assets 75.07% 73.38% 63.06% 73.17%
Interest Income 200.32 652.60 364.09 185.41
Interest Expense 77.54 227.49 118.36 44.12
Impairment on Financial Instruments 45.03 132.97 164.60 102.88
Bad Debts to Loans

% Stage 3 Loans on Loans (Principal
2.81% 3.67% 5.09% 7.55%
Amount)
% Net Stage 3 Loans on Loans

0.75% 1.18% 0.69% 1.18%
(Principal Amount)
Tier I Capital Adequacy Ratio (%) 14.38% 15.03% 25.49% 13.03%
Tier II Capital Adequacy Ratio (%) 3.13% 3.27% 5.06% 4.83%
C. Details of any other contingent liabilities of the Issuer based on the last audited financial statements including
amount and nature of liability.
Rs. In crores
S. Particulars June 30, 2024 March 31, 2024 March 31, 2023 March 31,
No. 2022
1 Income tax matters - appeals by 0.40 2.89 Nil Nil

Company
32
(BCL/01/2024-25)
placement
2 Claim filed against the 1.29 1.24 1.57 0.45

Company in consumer court
Total 1.69 4.14 1.57 0.45
D. The amount of corporate guarantee or letter of comfort issued by the Issuer along with details of the
counterparty (viz. name and nature of the counterparty, whether a subsidiary, joint venture entity, group
company etc.) on behalf of whom it has been issued.
NA
E. Details of Share Capital as at last quarter end i.e. June 30, 2024:
Share Capital Amount
Authorized Share Capital Rs. 20,00,00,00,000 comprising:

2,00,00,00,000 Equity Shares of Rs. 10/- each
Issued, Subscribed and Paid-up Share Capital Rs. 975,00,00,000 comprising:

97,50,00,000 Equity Shares of Rs.10/- each
F. Changes in its capital structure as at last quarter end, for the preceding three financial years and current financial
year:
Date of Change (Annual General Meeting/ Particulars

Extraordinary General Meeting)
Extraordinary General Meeting dated – Increase in Authorised Share Capital of the Company from
26/05/2022 Rs.400,00,00,000 (Rupees Four Hundred Crores only) divided
into 40,00,00,000 (Forty Crores) Equity shares of Rs.10 (Rupees
Ten only) each to Rs. 10,00,00,00,000 (Rupees One Thousand
Crores only) by creation of 60,00,00,000 (Sixty Crores) Equity
shares of Rs.10 (Rupees Ten only).
Annual General Meeting dated – Increase in Authorised Share Capital of the Company from Rs.
28/09/2023 10,00,00,00,000 (Rupees One Thousand Crores only) divided
into 100,00,00,000 (One Hundred Crores only) Equity shares of
Rs.10 (Rupees Ten only) each to Rs.20,00,00,00,000 (Rupees
Two Thousand Crores only) divided into 2,00,00,00,000 (Two
Hundred Crores) Equity shares of Rs.10 (Rupees Ten only) each
33
(BCL/01/2024-25)
placement
by creation of 100,00,00,000 (One Hundred Crores) equity

shares of Rs.10 (Rupees Ten only).
G. Details of the equity share capital for the preceding three financial years and current financial year
Date of Number of Face Issue Consideration Nature of Cumulative Remarks

Allotment Equity Shares Value Price (Cash, other Allotment
than cash, etc.)
Number of Equity Equity

Equity Share Share
Shares Capital Premium
04/03/2023 40,00,00,000 10 10 Cash Right Issue 97,50,00,000 975,00,00,000 - For cash on

allotment
through right
issuance

allotment
through right
issuance

allotment
through right
issuance
H. Details of any acquisition of or amalgamation with any entity in the preceding one year:
None
I. Details of any reorganization or reconstruction in the preceding one year:
Type of Event Date of Announcement Date of Completion Details
NA
J. Details of the shareholding of the company as at the latest quarter end, i.e. June 30, 2024 as per the format specified
under the listing regulations.
34
(BCL/01/2024-25)
Private and Confidential – For Private Circulation Only Key Information
Document for Issue of Unsecured Rated Listed Perpetual Debt Instruments
on a private placement
Key Information Document issued in conformity with Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021, the SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
Sharehold Number of Voting Rights held in each Number Shareholdin Number of Number of
ing as a % class of securities of shares g, as a % Locked in Shares pledged
Number Number of total Underlyin assuming shares (XII) or otherwise Number of
Total number of (IX) full encumbered equity shares
Number of Partly of shares g
number of shares conversion (XIII)
Number of fully paid-up underlyi Outstandi held in
Category of shares Number of Voting Rights
Categor of paid up equity ng (calculate ng of
shareholder held (VII) d as per Class Class Total As a dematerializ
y (I) sharehold equity shares Depositor convertibl convertible As a ed form
(II) e.g.: e.g.: Total as a
ers (III) shares held y SCRR, e securities ( Numbe Numbe % of
=(IV)+(V) Equity Others % of % of total
held (IV) Receipts 1957) securities as a r (a) r (a) total (XIV
+ (VI) Shares Shares
(V) (VI) (A+B+ C) (including percentage )
Shares
(VIII) As a Warrants of diluted held (b)
held (b)
% of ) (X)* share
(A+B+C2) capital)
1 Indian
(XI)=
(a) Individuals/ Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(VII)+(X)
Hindu
as a % of
undivided (A+B+C2)
family
(b) Central Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Government
/ State
Government
(s)
(c) Financial 1 9750000 Nil Nil Nil 100% NA NA 97500000 100% Nil 100% Nil Nil Nil Nil Nil
Institutions/ 00* 0*
Banks
Bank of
Baroda
(d) Any Other Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-total 1 9750000 Nil Nil 97500000 100% Nil Nil 97500000 100% Nil 100% Nil Nil Nil Nil Nil
A(1) 00* 0* 0*
2 Foreign
35
(BCL/01/2024-25)
Private and Confidential – For Private Circulation Only Key Information
Document for Issue of Unsecured Rated Listed Perpetual Debt Instruments
on a private placement
Key Information Document issued in conformity with Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021, the SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
(a) Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(Non
Resident
Individuals/
Foreign
Individuals)
(b) Government Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(c) Institutions Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(d) Foreign Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Portfolio
Investors
(e) Any Other Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-total Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
A(2)
Total 1 9750000 Nil Nil 97500000 100% Nil Nil 97500000 100% Nil 100% Nil Nil Nil Nil Nil
shareholdin 00 0 0
g of
Promoter
and
Promoter
Group
(A)=(A)(1)+(
A)(2)
36
BCL/01/2024-25)
placement
Listing of Non-Convertible Securities) Regulations, 2021, the Master Circular for issue and listing of Non-
Convertible Securities dated May 22, 2024 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
K. List of top ten holders of equity shares of the company as at the latest quarter end i.e. June 30, 2024:
S. Name of the Total number of Number of shares Total shareholding as

No. shareholders Equity Shares in demat form % of total number of
equity shares
1. Bank of Baroda 97,50,00,000 97,49,99,300 100
L. DIRECTORS OF THE COMPANY
a) Details of the current directors of the Company as on date:
Name, Age Address Date of Details of other Occupatio Brief Profile

Designation and Appointme Directorship n
DIN nt
Debadatta Chand 53 Flat No-A-3, 16/03/2023 1) Bank of Baroda. Service Shri Chand holds
Non- Executive Sterling 2) Indiafirst Life a B. Tech. degree,
Nominee Apartment, Insurance an MBA and
Director Company CAIIB
Pedder Road,
DIN - 07899346 Limited qualification.
Mumbai- 3) Indian Institute of Additionally, he
400026 Banking and has a Post
Finance Graduate
4) National Diploma in
Insurance Equity Research
Company and is a Certified
Limited Portfolio
5) BOB Capital Manager. Shri
Markets Limited Chand also holds
Ph.D in
Management.
Sanjay Mudaliar 56 Flat No- 403, 27/03/2024 1) Bank of Baroda Service He is a Post
Non- Executive Belvedere 2) Barodasun Graduate in
Nominee Lodha Aurum Technologies Science and
Director Limited Technology and a
Grande, Near
DIN – 07484086 3) National Certified Project
Kanjur Marg Payments Management
East Station, Corporation of Practitioner from
Kanjur Marg India London. He is a
East, Mumbai- seasoned banker
400042. with career
spanning over 30
years across
industries and
37
BCL/01/2024-25)
placement
DIN nt
financial
institutions. Of
these, for 25 years
he was associated
with Bank of
Baroda in various
capacities across
the country and in
the United
Kingdom. With
his techno-
functional
knowledge, he
contributed
immensely in
various working
groups/committe
es on product
innovation and
process
refinement.
Kadagatoor 55 B 1001 10th 01/12/2021 - Service Ms. Kadagatoor
Venkateshmurthy Floor Raheja Venkateshmurthy
Sheetal Vistas, Opp Sheetal has rich
Non- Executive Bombay Scotish experience,
Director School, spreading over 22
DIN - 09409028 Chandivali years of her
Farm Road, illustrious career.
Tungawa, Before her
Powai, present
Mumbai- assignment as
400072 General
Manager, she had
handled
implementation
of various Digital
Payments
products
including ATM
Switch and Debit
cards, Mobile
banking, Internet
Banking, IMPS,
UPI prepaid cards
etc & also had an
overseas
assignment to
38
BCL/01/2024-25)
placement
DIN nt
Dubai from 2003

to 2006.
Sanjay Kao 66 G10, Epsilon 28/09/2022 Green Dreams for the Profession Mr. Sanjay Kao
Independent Residential Planet Foundation al brings a wealth of
Director Villas, Yemalur experience and
DIN - 09447175
Main Road, proven results in
Yemalur, retail banking
Bangalore across products,
North, multiple markets
Bengaluru, and diverse
Karnataka customer
560037 segments. Most
recently he had
worked with
Ujjivan Small
Finance Bank, as
Chief Business
Officer and Head
of HR. Prior to
that he worked
with a start-up
finance company
in UAE, Dunia
Finance,
anchored by
Temasek and
Mubadala.
Earlier, he was
Head of
Consumer
Finance for RBS
Asia responsible
for India, China,
Taiwan, Hong
Kong, Singapore,
Indonesia,
Malaysia and
Pakistan. He held
senior leadership
roles with
Citibank in Asia
39
BCL/01/2024-25)
placement
DIN nt
Pacific, based in
Indonesia,
Singapore, and
Egypt, as well as
in India in the
credit card
business. Mr.
Sanjay Kao had
also worked with
Mashreqbank as
Head of
Marketing in
UAE between
2001-2003. He
started his career
with Lipton India
(Unilever) as a
management
trainee and took
on sales and
marketing roles
during his 7 years.
He holds a
Business
Management
degree from IIM
Calcutta and B
Tech (Chem
Engg) from IIT-
BHU.
Sriraman 58 C 203 Central 29/12/2022 - Profession Shri Sriraman

Jagannathan Park West, Elcot al Jagannathan
Independent Avenue, (DIN: 02936357)
Director has a Post
Sholingalannur,
DIN - 02936357 graduate Diploma
Chennai – 600 in Management
119 from IIM-
Ahmedabad and
Bachelor of
Technology from
IIT Delhi, has
40
BCL/01/2024-25)
placement
DIN nt
vast expertise of
over 30 years in
leadership
experience in
consumer
banking and
digital financial
services for. Mr.
Jagannathan had
acquired
experience in
structuring
transactions,
negotiations with
institutional
investors,
developing new
methodologies
with rating
agencies, and co-
creating with
legal counsel and
regulators. He
led the
development of
securitisation
laws in India and
listed the first
asset backed
security on the
National
Stock Exchange.
Ravindra Rai M 52 304, 3rd Floor, 27/03/2024 - Service Shri. Ravindra

Whole-Time Flourish Rai M has a rich
Director Gurushree Appt, experience of
DIN - 10535708
80 Feet Road more than 25
MPM Layout, years in Banking
Mallathahalli, at different levels.
Bangalore He has been a part
South, of the Company
Bengaluru, in the capacity of
Karnataka – 560 Deputy
056 Managing
41
BCL/01/2024-25)
placement
DIN nt
Director since
March 31, 2023.
Previous to the
Company, the
recent assignment
was Vertical
Head of Gold
Loan for Bank of
Baroda.
b) Details of the current Key Managerial Personnel (KMP) of the Company as on date:
Sr Name of KMP Date of Appointment Designation Brief Profile

No.
1. Mr. Ravindra Rai M 27/03/2024 Whole-Time Shri. Ravindra Rai M has a rich experience of
Director more than 25 years in Banking at different
levels. He has been a part of the Company in
the capacity of Deputy Managing Director
since March 31, 2023. Previous to the
Company, the recent assignment was Vertical
Head of Gold Loan for Bank of Baroda.
2. Mr. Nitin Aggarwal 19/07/2024 Chief Financial Mr. Nitin (AGM at Bank of Baroda) is a
Officer qualified Chartered Accountant, has diploma in
Information System Audit, JAIIB and CAIIB
certifications. He has got rich experience of
around 13 years. Prior to being deputed to the
Company, he was working as Regional Head-
Ajmer Region, Jaipur Zone.
3. Ms. Sakshi Mehta 04/12/2023 Company Secretary Ms. Sakshi Mehta is a qualified Company
Secretary and has got rich experience,
spreading over 8+ years of her career. She is
also an Associate Chartered Secretary -ICSA,
UK. Prior to joining, Ms. Sakshi was working
with Reliance Nippon Life Insurance
Company.
c) Details of change in directors in the preceding three financial years and current financial year
42
BCL/01/2024-25)
placement
Name, Designation and DIN Date of Date of Cessation, if Date of Resignation, if Remarks
Appointment applicable applicable
Atul Malik 21/07/2017 31/10/2021 21/10/2021 -

Independent Director
DIN- 07872539
Archana Pandey 22/03/2018 31/10/2021 28/10/2021 -

Non-Executive Director
DIN- 08089545
Kadagatoor Venkateshmurthy Sheetal 01/12/2021 - - -
DIN- 09409028
Sanjay Kao 17/01/2022 - - -
DIN- 09447175
Vikramaditya Singh Khichi 14/03/2019 31/07/2022 31/07/2022 -
Nominee Non-Executive Director
DIN- 08317894
Sharad Sarin 19/09/2017 29/09/2022 28/09/2022 -
DIN- 00024446
Sriraman Jagannathan 29/12/2022 - - -
DIN - 02936357
Debadatta Chand 16/03/2023 - - -
Nominee Non-Executive Director
DIN – 07899346
Purshotam 11/11/2020 31/03/2023 -
DIN - 08504005
Joydeep Dutta Roy 01/04/2023 30/01/2024 30/01/2024 -
DIN - 08055872
Shailendra Singh 06/06/2020 29/02/2024 01/03/2024 Re-Appointment as MD
Managing Director & CEO & CEO 06.06.2023
DIN - 08751442
Sanjiv Chadha 01/05/2020 01/07/2023 30/06/2023 -
Non-Executive Nominee Director
DIN- 08368448
Ravindra Rai M 27/03/2024 - - -
Whole Time Director
DIN- 10535708
Sanjay Mudaliar 27/03/2024 - - -
Non-Executive Nominee Director
DIN- 07484086
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d) Details of directors’ remuneration, and such particulars of the nature and extent of their interests in the issuer
(during the current year and preceding three financial years):
i. Remuneration paid to the Managing Director & CEO/ Whole – Time Director
Financial Year Name of the Salary & allowances, Shareholding of the

Director director in the company,
Performance linked its subsidiaries and
incentive/exgratia associate companies on a
including perquisites, fully diluted
other benefits
basis;
(₹ crores)
2024-25 Ravindra Rai M,
(01.04.2024 Whole – Time 0.146 -
31.08.2024) Director
2023-24 Ravindra Rai M,
(27.03.2024 to Whole – Time 0.005 -
31.03. 2024) Director
2023-24 Shailendra Singh,
100
(01.04.2023 to Managing Director & 0.450
0.00%
29.02.2024) CEO
100
Managing Director & 0.432
0.00%
CEO
Managing Director & 0.296 -
CEO
ii. Details of the sitting fees paid to Independent Directors during the current year and preceding three financial years:
(Rs: In Crores)
Sriraman Sanjay Kao Sharad Sarin Atul Malik
Financial Year
Jagannathan
FY 2024-25 0.038 0.032 - -

(01.04.24
to till date)
0.038 0.046 - -
FY 2023-24
0.008 0.044 0.028 -
FY 2022-23
- 0.008 0.026 0.018
FY 2021-22
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e) Contribution being made by the directors as part of the offer or separately in furtherance of such objects: NA
M. Any financial or other material interest of the directors, promoters, key managerial personnel or senior management
in the Issue and the effect of such interest in so far as it is different from the interests of other persons:
None
N. Details of the auditor of the Company:
Name and Address Date of appointment
S G C O & CO LLP 28/09/2022
4A, Kaledonia, 2nd Floor, Sahar Road, Near Andheri Station, Andheri East, Reappointed on 28/09/2023
Mumbai - 400069
O. Details of change in auditor for preceding three financial years and current financial year:
SI Financial Year Name and Address of the Date of Date of Date of

No Audior appointment cessation, Resignation, if
if applicable Applicable
1 2024-25 Yet to receive CAG letter for appointment of Statutory Auditor
2 2023-24 S G C O & CO LLP 28/09/2023 - Re-appointed by

CAG
4A, Kaledonia, 2nd Floor,
Sahar Road, Near Andheri
Station, Andheri East, Mumbai
- 400069
3 2022-23 S G C O & CO LLP 28/09/2022 - Appointed by

CAG
4A, Kaledonia, 2nd Floor,
Sahar Road, Near Andheri
Station, Andheri East, Mumbai
- 400069
4 2021-22 ASL & CO 28/09/2021 - Reappointed by

CAG
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302, Eco Space, Off Old
Nagardas Road, Mogra Lane,
Andheri (East), Mumbai-
400069
P. Details of the following liabilities of the Issuer, as at the end of the preceding quarter, i.e. June 30, 2024 or if
available, a later date: -
a) Details of Outstanding Secured Loan Facilities as on June 30, 2024: -
(Rs. In Crores)
Name of Type of Amount Principal Redemption Security Credit Asset
Lender Facility Sanctione Amount Date / Rating, if Classification
d outstanding Schedule applicable
Bank of Overdraft 475 384.25 On Demand Books AAA/Stable Standard

Baroda Debts and
Other
Current
Assets
100.00 4-Jul-24
100.00 6-Jul-24
100.00 6-Jul-24
125.00 7-Aug-24
100.00 3-Sep-24
100.00 5-Sep-24
100.00 23-Sep-24
Books Standard
Bank of Debts and
100.00 26-Sep-24 AAA/Stable
Baroda WCDL 1725 Other
Current
100.00 26-Sep-24 Assets
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100.00 7-Oct-24
100.00 22-Oct-24
50.00 22-Oct-24
75.00 4-Nov-24
100.00 22-Nov-24
100.00 2-Dec-24
100.00 6-Dec-24
100.00 13-Dec-24
75.00 28-May-25
50.00 23-Aug-24
50.00 29-Aug-24
100.00 30-Aug-24
AAA/Stable Standard
100.00 30-Oct-24
50.00 30-Nov-24 Books

HDFC Debts and
OD/ WCDL 700 Other
Bank 50.00 27-Dec-24 Current
Assets
50.00 7-Jan-25
40.00 22-Jan-25
50.00 24-Jan-25
50.00 30-Jan-25
50.00 11-Feb-25
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60.00 21-Feb-25
HSBC WCDL 500.00 200.00 23-Aug-24 Books AAA/Stable Standard
Debts and
Other
Current
Assets
ICICI 100.00 28-Aug-24 Books

WCDL 400.00 AAA/Stable Standard
Bank Debts
100.00 26-Sep-24
50.00 29-Jul-24
50.00 6-Sep-24
Books
Canara Debts and
OD/WCDL 300.00 50.00 19-Sep-24 Other AAA/Stable Standard
Bank Current
Assets
25.00 20-Sep-24
10.00 27-Sep-24
Books
Debts and
Other AAA/Stable Standard
Mizuho Current
Bank WCDL 250.00 150.00 29-May-25 Assets
Books
IDBI 125.00 22-Jul-24 Debts and
WCDL Other AAA/Stable Standard
Bank 175.00 Current
50.00 29-Jul-24 Assets
Books
Debts and
Other AAA/Stable Standard
Current
SIB WCDL 100.00 100.00 22-Aug-24 Assets
b) Details of outstanding unsecured loan facilities as on June 30, 2024: -
NIL
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c) Details of outstanding non-convertible securities as on June 30, 2024:
Series of ISIN Tenor/ Coup Amount Date of Redem Credit Rating Secured/ Sec
NCS Period of on issued Allotment pt ion Unsecured uri
Maturity Date / ty
Schedu
le
BFSL 9-Mar-21 7- IND AAA Stable Unsecured NA

F Series T - INE027208011 10 Yrs 7.65 50 Mar- ICRA
001 31 AAA/Stable
BFSL F INE027208029 10 Yrs 8.25 75 27-Mar- 25- Crisil AAA Unsecured NA
Series T - 23 Mar- Stable/
002 33 IND AAA/
Stable
d) Details of Commercial Papers issuances as at the end of the last quarter, being June 30, 2024
Other
details
Amount Credit
Coupon/ Redemption viz.
issued Date of Rating Secured/
Series ISIN Tenor Discount Date/ details
(Rs in Allotment (as of Unsecured
Rate Schedule of IPA,
Crs) today)
details
of CRA
IND
CP No 91 A1+ & ICICI
INE027214613 7.83% 100 28-May-24 27-Aug-24 Unsecured
62 days Crisil Bank
A1+
IND
INE027214639 7.83% 100 10-Jun-24 9-Sep-24 Unsecured
63 days Crisil Bank
A1+
IND
64 days Crisil Bank
A1+
IND
65 days Crisil Bank
A1+
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e) List of top 10 holders of non-convertible securities in terms of value (in cumulative basis) as on June 30, 2024
Sr. Name of holders of Non- Category of Face Value of Holding as a % of total

No. convertible Securities Holder holding outstanding non-
(in Crore) convertible securities of
the Issuer
SPMCIL Employees Pension
1 Trust 0.01 27.02%
Fund Trust
Rajasthan Rajya Vidyut
2 Karamchari Contributory Trust 0.1 20.00%
Provident Fund
Bank of Baroda Provident Fund
3 Trust 0.1 12.00%
Trust
SPMCIL Employees Provident
4 Trust 0.01 10.64%
Fund Trust
WB State Electricity Transmission
5 Co Limited Employees’ Pension Trust 0.1 8.00%
Fund
HVPNL Employees Pension Fund 0.1
6 Trust 7.20%
Trust
Bank of Baroda (Employees) 0.1
7 Trust 4.00%
Pension Fund
Board of Trustees for Bokaro Steel 0.1
8 Trust 4.00%
Employees Provident Fund
9 SPMCIL Provident Fund Trust 0.01 2.22%
Lupin Ltd Employees Provident
10 Trust 0.1 1.60%
Fund Trust
f) List of top 10 (Ten) holders of outstanding Commercial Papers, in terms of value (in cumulative basis) as on
June 30, 2024: -
CP holding
Face Value of
percentage of
Category of CP CP holding
Sr. No. Name of CP Holder total CP
holder
outstanding of
(Rs in Crs)
the Company
Edelweiss Trusteeship Co Ltd

1 Ac- Edelweiss MF AC- Mutual Fund
Edelweiss Liquid Fund 150 33.33%
Kotak Mahindra Trustee Co.

2 Mutual Fund
Ltd. A/C Kotak Liquid Fund 100 22.22%
Q. The amount of corporate guarantee or letter of comfort issued by the Issuer along with name of the counterparty
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3 Invesco India Liquid Fund Mutual Fund 100 22.22% (like
name
4 Mirae Asset Liquid Fund Mutual Fund 50 11.11% of the
5 Sundaram Liquid Fund Mutual Fund 50 11.11%
subsidiary, joint venture entity, group company etc.) on behalf of whom it has been issued, contingent liability
including debt service reserve account guarantees/ any put option etc.
(Details of any outstanding borrowings taken/ debt securities issued for consideration other than cash). This
information shall be disclosed whether such borrowing/ debt securities have been taken/ issued (a) in whole or part,
(b) at a premium or discount, or (c) in pursuance of an option or not. – NIL
R. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities
and other financial indebtedness including corporate guarantee or letters of comfort issued by the Company, in the
preceding 3 (three) years and the current financial year. – NIL
S. Any material event/ development or change having implications on the financials/credit quality (e.g. any material
regulatory proceedings against the Issuer/promoters, litigations resulting in material liabilities, corporate
restructuring event etc) at the time of issue which may affect the issue or the investor's decision to invest / continue to
invest in the non-convertible securities / commercial papers. – NIL
T. Any litigation or legal action pending or taken by a Government Department or a statutory body or regulatory body
during the three years immediately preceding the year of the issue of the issue document against the promoter of the
company.
As per available information, there is no litigation or legal action pending or taken by a Government Department or a
statutory body or regulatory body during the last three years.
U. Details of default and non-payment of statutory dues for the preceding three financial years and current financial
year.
As per the General Information Document
V. Details of pending litigation involving the Issuer, promoter, director, subsidiaries, group companies or any other
person, whose outcome could have material adverse effect on the financial position of the Issuer, which may affect
the Issue or the investor’s decision to invest / continue to invest in the Debentures/Subordinated Bonds/PDIs:
As per available information, there is no pending litigation against the company/promoter which may have material
adverse effect on the financial position of the issuer.
W. Details of acts of material frauds committed against the issuer in the preceding three financial years and current
financial year, if any, and if so, the action taken by the Issuer.
X. Details of pending proceedings initiated against the issuer for economic offences, if any.
Nil
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Y. Related party transactions entered during the preceding three financial years and current financial year with
regard to loans made or, guarantees given or securities provided.
Z. In order to allow investors to better assess the issue, the following additional disclosures shall be made by the issuer
in the issue documents:
(i) A portfolio summary with regards to industries/ sectors to which borrowings have been granted by NBFCs.
(ii) Quantum and percentage of secured vis-à-vis unsecured borrowings granted by NBFCs.
(iii) Any change in promoters’ holdings in NBFCs during the preceding financial year beyond the threshold specified by the
Reserve Bank of India from time to time.
AA. Consent of directors, auditors, bankers to issue, trustees, solicitors or advocates to the issue, legal advisors to the
issue, lead managers to the issue, Registrar to the Issue, and lenders (if required, as per the terms of the agreement)
and experts.
(a) Directors – As per Annexure I

(b) Auditors – As per Annexure I
(c) Bankers to issue – N.A.
(d) Trustees – As per Annexure I
(e) Solicitors / Advocates – N.A.
(f) Legal advisors – As per Annexure I
(g) Lead managers – Not applicable since no lead manager has been appointed for the Issue.
(h) Registrar to the Issue – As per Annexure I
(i) Lenders – NA
BB. The names of the trustee(s) shall be mentioned with a statement to the effect that trustee(s) has given its consent for
appointment along with the copy of the consent letter from the trustee.
Beacon Trusteeship Limited has consented vide letter No 59514/CL/MUM/24-25/DEB/270 dated September 16,2024 to act
as debenture trustee. The fees charged by Debenture Trustee is Rs. 3,75,000/-. The Due Diligence Certificate issued by the
Debenture Trustee is annexed as Annexure X of the General Information Document.
CC. If the security is backed by a guarantee or letter of comfort or any other document of a similar nature, a copy of the
same shall be disclosed. In case such document does not contain the detailed payment structure (procedure of
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placement
invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in
the issue document.
NA
DD. Additional Disclosures / Reports:
a) In case the issuer is a Non-Banking Finance Company (NBFC) and the objects of the issue entail loan to
any entity who is a ‘group company’ then disclosures shall be made in the following format:
S No. Name of Borrower (A) Amount of Advances / exposures to Percentage of Exposure

such borrower (Group) (Rs. Crore) (B) (C) = B / Total Assets
Under Management
N.A
b) In purchase or acquisition of any immoveable property including indirect acquisition of immoveable

property for which advances have been paid to third parties, disclosures regarding:
(i) the names of vendors: NA

(ii) addresses of vendors: NA
(iii) descriptions of vendors: NA
(iv) occupations of the vendors: NA
(v) the amount paid or payable in cash, to the vendor and where there is more than one vendor, or the
company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the
amount, if any, paid or payable for goodwill: NA
(vi) the nature of the title or interest in such property proposed to be acquired by the company: NA
(vii) the particulars of every transaction relating to the property completed within the two preceding years,
in which any vendor of the property or any person who is or was at the time of the transaction, a promoter
or a director or proposed director of the company, had any interest, direct or indirect, specifying the
date of the transaction and the name of such promoter, director or proposed director and stating the
amount payable by or to such vendor, promoter, director or proposed director in respect of the
transaction: NA
Provided that if the number of vendors is more than five, then the disclosures as required above shall be on
an aggregated basis, specifying the immoveable property being acquired on a contiguous basis with mention
of the location/total area and the number of vendors from whom it is being acquired and the aggregate value
being paid. Details of minimum amount, the maximum amount and the average amount paid/ payable should
also be disclosed for each immovable property.
c) The broad lending and borrowing policy including summary of the key terms and conditions of the term
loans such as re-scheduling, prepayment, penalty, default; and where such lending or borrowing is
between the Issuer and its subsidiaries or associates, matters relating to terms and conditions of the term
loans including re-scheduling, prepayment, penalty, default:
As per General Information Document.
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d) The aggregate number of securities of the Issuer and its subsidiary companies purchased or sold by the
promoter group, and by the directors of the Issuer which is a promoter of the Issuer, and by the directors
of the Issuer and their relatives, within 6 (six) months immediately preceding the date of filing the Key
Information Document with the Registrar of Companies:
As per General Information Document.
e) The summary of reservations or qualifications or adverse remarks of auditors in the three financial
years immediately preceding the year of issue of issue document, and of their impact on the financial
statements and financial position of the company, and the corrective steps taken and proposed to be
taken by the company for each of the said reservations or qualifications or adverse remarks.
Please refer section G of General Information Document.
f) The details of any inquiry, inspections or investigations initiated or conducted under the securities laws
or Companies Act, 2013 (18 of 2013) or any previous companies law, prosecutions filed, if any (whether
pending or not); and fines imposed or offences compounded, in the three years immediately preceding
the year of issue of issue document in the case of the issuer being a company and all of its subsidiaries.
NA
g) The details of acts of material frauds committed against the issuer in the preceding three financial years
and current financial year, if any, and actions taken by the issuer.
Please refer section H of General Information Document.
EE. Any other changes
There are no material changes in the information contained in the General Information Document.
FF. Expense of the Issue
Expenses Fees Amount (in Rs.) Fees as a percentage of Fees as a percentage of total
total issue expenses (%) issue size (%)
Lead manager(s) fees - - -
Underwriting commission - - -
Brokerage, selling, 45,00,000* 85% 0.45%
commission and upload fees
Fees payable to the - - -
registrars to the Issue
Fees payable to the legal 5,00,000* 9% 0.05%
advisors
Advertising and marketing - - -
expenses
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Fees payable to the 2,00,000* 4% 0.02%
regulators including Stock
Exchanges
Expenses incurred on - - -
printing and distribution of
Issue stationary
Any other fees, commission 1,00,000* 2% 0.01%
or payments under whatever
nomenclature
Total 53,00,000 100% 100,00,00,000
*indicative cost.
GG. DETAILS OF LEGAL COUNSEL, MERCHANT BANKER, CO-MANAGERS GUARANTOR AND

ARRANGERS
Legal Counsel M/s. Crawford Bayley & Co

Merchant banker and co-managers to the Issue NA
(Not applicable for private placement. however, if appointed,
to be disclosed)
Guarantor, if applicable NA
Arrangers, if any BOB Capital Markets Limited
Taurus Corporate Advisory Services Limited
Trust Investment Advisors Private Limited
HH. The names of the trustee(s) shall be mentioned with statement to the effect that trustee(s) has given its consent for
appointment along with the copy of the consent letter from the trustee.
The Trustee of the proposed issue pertaining to the PDIs is Beacon Trusteeship Limited (“PDI Trustee”). Beacon
Trusteeship Limited has given its written consent for its appointment as trustee to the issue pertaining to the PDIs
and inclusion of its name in the form and context in which it appears in the Disclosure Documents and in all the
subsequent periodical communications sent to the PDI Holders. The consent letter from Debenture Trustee is
provided in Annexure I of the General Information Document.
SECTION III RISK FACTORS
Please refer to Section L of the General Information Document for risk factors set out in relation to the PDIs issued
under the General Information Document.
SECTION IV DISCLAIMERS
Please refer to Section C of the General Information Document for disclaimers set out in relation to the PDIs issued
under the General Information Document.
SECTION V
DISCLOSURE OF CASH FLOW AND OTHER DETAILS FOR APPLYING FOR PDIs
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A. Disclosure of Cash flow with date of interest/ dividend / redemption payment as per day count convention:
i. The day count convention for dates on which the payments in relation to the non-
convertible securities which need to be made, should be disclosed.
Actual/ Actual
ii. Procedure and time schedule for allotment and issue of securities should be disclosed.
The procedure and time schedule for allotment shall be as per the SEBI Electronic Book
Mechanism
iii. Cash flows emanating from the non-convertible securities shall be mentioned in the offer
document, by way of an illustration.
Company BOBCARD LIMITED

Face Value (per security) Rs. 1,00,00,000/- per PDI
Date of Allotment 30-09-2024
N.A
coupon and additional interest, if any, may be redeemed by the Company only on a
Call Option Date and by exercising Call Option (if there is any), subject however to
the prior approval in writing of the RBI. The PDIs will not carry any obligation, for
Coupon or otherwise, after redemption has occurred and all amounts due have been
paid.
Redemption
In the event that the Company is required to redeem the outstanding principal amount
of the PDIs in full or in part, or pay any monies in respect thereof including accrued
Coupon, before the Call Option Date, due to change in Applicable Laws or under the
terms of the Trust Deed including on the occurrence of an Event of Default, the
Company shall ensure that it shall obtain all requisite approvals, if any, of the RBI or
any other applicable authorities and such redemption and payment shall be subject to
receipt of such approvals, as applicable.
Tenor Perpetual
Coupon Rate 8.47% p.a.
On anniversary of the Deemed Date of Allotment each year (i.e 30th of September
Frequency of the interest payment / every year), subject to RBI Regulations (upto call option date, in case if call option is
dividend payment with specified dates exercised by the Issuer)
Day Count Convention Actual/ Actual
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Scenario 1: When Call Option is Exercised at the end of 10 years (Cash flows will change accordingly, if the Call Option is
exercised at any future date through the life of the instrument)
Day and date for coupon/ No. of Days for
Cash Flows redemption becoming due denominator Amount in Rupees per PDI
1st coupon 365

Tuesday, September 30, 2025 8,47,000.00
2nd coupon 365
Wednesday, September 30, 2026 8,47,000.00
3rd coupon 365
Thursday, September 30, 2027 8,47,000.00
4th coupon 366
Tuesday, October 03, 2028 8,47,000.00
5th coupon 365
Monday, October 01, 2029 8,47,000.00
6th coupon 365
Monday, September 30, 2030 8,47,000.00
7th coupon 365
Tuesday, September 30, 2031 8,47,000.00
8th coupon 366
Thursday, September 30, 2032 8,47,000.00
9th coupon 365
Friday, September 30, 2033 8,47,000.00
10th coupon 365
Tuesday, October 03, 2034 8,47,000.00
Principal Repayment On call exercise date** 1,00,00,000.00
If the Interest payment date falls on date which is holiday then the payment will be made on next succeeding working day.
If the Principal payment date falls on date which is holiday then the payment will be made on preceding working day.
** After Step-up Option is exercised on October 01, 2034, interest payment will be done on actual day count basis at 9.47% p.a. till the life of
the issue
Scenario 2: When Call Option is Not Exercised
Day and date for coupon/

redemption becoming due No. of Days for
Cash Flows denominator Amount in Rupees
Rs. 8,47,000 per PDI for initial 10 years
Issue amount – Rs. 9,47,000*per PDI post initial 10 years

Rs. 100,00,00,000/- September 30 of 365 /366 (in the case of a till the life of the issue
every calendar year leap year)
For initial 10 years – 8.47% p.a.

Interest *Post initial 10 years (after exercise of Step-up Option) 9.47% p.a. for the actual day count, till the life of
the issue
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B. OTHER DETAILS
a. Creation of a Debenture Redemption Reserve: Please refer Section K of the General Information Document.
b. Issue/instrument specific regulations: Please refer Section K of the General Information Document.
c. Default in Payment: Please refer to the Summary Key terms
d. Delay in Listing: Please refer to the Summary Key terms
e. Delay in allotment of securities: Please refer to the Summary Key terms
f. Issue details: Please refer to the Summary Key terms
g. Application Process: Please refer Section A of the General Information Document.
h. Disclosure Prescribed Under Pas-4 of Companies (Prospectus and Allotment of Securities), Rules, 2014:
Please refer Annexure VII
i. Project details (gestation period of the project; extent of progress made in the project; deadlines for completion
of the project; the summary of the project appraisal report (if any), schedule of implementation of the project):
Not Applicable
j. Point of Non-Viability clause:
The absolute right is given to the RBI, to direct to write down the entire value of its outstanding said instruments/ bonds,
if it thinks the Company has passed the PONV, or requires a public sector capital infusion to remain a going concern.
SECTION VI
SUMMARY KEY TERMS
Security Name (Name of the non-

convertible securities which includes
(Coupon/dividend, Issuer Name and BOBCARD LIMITED, BCL F Series P NCD 1
maturity year)
Issuer BOBCARD LIMITED (Formerly known as BOB Financial Solutions Limited) a

company incorporated under the Companies Act, 1956 with corporate identification
number U65990MH1994GOI081616 and having its registered office at 2nd Floor Baroda
House, Behind Dewan Shopping Centre, Jogeshwari (West), Mumbai – 400 102,
Maharashtra, India
Type of Instrument Unsecured, Rated, Listed, Perpetual Debt Instruments in the nature of Non-Convertible
Securities (“PDIs”)
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Nature of Instrument Unsecured (Tier I Capital)
Seniority i. Superior to the claims of investors in equity shares of the Company; and
ii. Subordinated to the claims of all other creditors of the Company (but pari-
passu inter se the holders of the PDIs)
Mode of Issue Private placement
Eligible Investors Please refer paragraph “Who Can Apply” under “Issue Procedure” of this document
Listing (including name of stock The PDIs are proposed to be listed on the Wholesale Debt Market (WDM) Segment of
Exchange(s) where it will be listed and the BSE Ltd within such timelines as maybe prescribed under Applicable Law.
timeline for listing)
In accordance with the SEBI Debt Listing Regulations, in case of a delay by the Company
in listing the PDIs beyond such timelines as specified under Applicable Laws, the
Company shall, subject to Applicable Law, make payment to the PDI Holders of 1% (One
Percent) per annum over the Coupon for the period of delay till the listing of the PDIs, to
the PDI Holder(s)..
Rating of the Instrument CRISIL Ratings Limited has assigned a “CRISIL AAA/Stable” (pronounced “CRISIL
Triple A rating with stable outlook), & Acuité Ratings & Research Limited has assigned
a “ACUITE AAA/ Stable’ (pronounced as ACUITE triple A with stable outlook) to this
Perpetual Debt Instrument issue programme of Rs.100 crore, of the Company.
Instruments with this rating are considered to have the high degree of safety regarding
timely servicing of financial obligations. Such instruments carry very low credit risk.
Issue Size ₹ 100,00,00,000/- (Rupees One Hundred Crores Only)
Minimum subscription ₹ 1,00,00,000/- (Rupees One Crore Only)
Option to retain oversubscription NA

(Amount)
Object of the Issue The Company shall use the Issue proceeds towards a) augmenting the Tier-I Capital of
the Company and) meeting the ongoing funding requirements for Company’s business
activities and refinancing/repayment of the existing debt obligations of the Company.
[The Issuer shall provide granular Further, pending utilisation, the issue proceeds may be utilized / invested as may be
disclosures with regards to the “Object approved from time to time in the ordinary course of business, in fixed deposits with
of the Issue” including the percentage of banks, mutual fund units, etc.
the issue proceeds earmarked for each
of the “object of the issue”.]
In case the issuer is a NBFC and the Not applicable

objects of the issue entail loan to any
entity who is a ‘group company’ then
disclosures shall be made:
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Details of the utilization of the Proceeds Same as described under “Objects of the Issue”
Coupon Rate 8.47% per annum
Step Up/Step Down Coupon Rate The PDIs will have a step-up option which shall be exercised only once during the whole
life of the instrument, in the manner set out below. The Step-up Option shall be applicable
on the Business Day immediately succeeding the date falling on the expiry of 10 (ten)
years from the Deemed Date of Allotment (“Step Up Date”) provided that the Call Option
is not exercised by the Issuer on the Call Option Date. The Step Up shall be 100 bps. In
effect the coupon rate of PDIs shall be stepped up to 8.47% p.a. for subsequent years
commencing from the Step Up Date provided that the Call Option is not exercised by the
Issuer on the Call Option Date.
Coupon Payment Frequency Annually
Interest/ Coupon Payment Dates Payable annually on each year starting from and (upto call option date, in case if call
option is exercised by the Issuer) subject to RBI approval, as per Business Day
Convention
Lock-in Clause a. The PDIs shall be subject to lock-in clause in terms of which the Issuer may defer the
payment of Coupon if:
i. the Issuer’s capital to risk assets ratio (“CRAR”) is below the minimum regulatory
requirement prescribed by RBI; or
ii. the impact of such payment results in Issuer’s CRAR falling below or remaining below
minimum regulatory requirement prescribed by RBI.
b. However, the Issuer may pay interest with prior approval of RBI when the impact of
such payment may result in net loss or increase in net loss, provided the CRAR remains
above the minimum regulatory requirement prescribed by RBI.
c. The Coupon shall not be cumulative except in cases as in ‘a.’

d. All instances of invocation of the lock-in clause shall be notified by the Issuer to the
Regional Office of Department of Supervision of the Reserve Bank in whose jurisdiction
it is registered.
Coupon Type (Fixed, floating or other Fixed

structure)
Coupon Reset Process (including rates, NA

spread, effective date, interest rate cap
and floor etc.).
Day Count Basis Actual/ Actual
Interest on Application Money Interest at the Interest Rate (subject to deduction of income tax under the provisions of the
Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as
applicable) will be paid to the applicants on the application money for the PDI for the
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period starting from and including the date of realization of application money up to one
day prior to the Deemed Date of Allotment.
Default Interest Rate In case of default in payment of Coupon and/ or redemption of the principal amount of
the PDI on the respective due dates, additional interest of at least 2% (Two Percent) per
annum over and above the Coupon Rate shall be payable by the Company for the
defaulting period until the defaulted amount together with the delay penalty is paid.
Where the Company fails to execute the trust deed within the period specified by SEBI,
then without prejudice to any liability arising on account of violation of the provisions of
the Securities and Exchange Board of India Act, 1992 and the Securities and Exchange
Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, the
Company shall also pay interest of at least 2% (Two Percent) per annum or such other
rate, as specified by SEBI to the PDI Holders, over and above the Coupon Rate, till the
execution of the Trust Deed.
Redemption Date N.A
coupon and additional interest, if any, may be redeemed by the Company only on a Call
Option Date and by exercising Call Option (if there is any), subject however to the prior
approval in writing of the RBI.
The PDIs will not carry any obligation, for Coupon or otherwise, after redemption has
occurred and all amounts due have been paid.
Redemption Amount ₹100,00,00,000/- (Rupees One Hundred Crores only)
Redemption Premium/ Discount Nil
Issue Price ₹ 100,00,000/- (Rupees One Crore only) for each PDI
Discount at which security is issued and NIL

the effective yield as a result of such
discount.
Tenor Perpetual
Put Date Not Applicable
Put Price Not Applicable
Call Date Call option shall be exercised by Issuer only after prior approval of RBI.
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A date falling on the Business Day immediately succeeding the expiry of a period of 10
(Ten) years from the Deemed Date of Allotment and any date thereafter. Coupon shall be
payable on actual day count basis till the date of exercise of such Call Option
Call Price ₹ 100,00,000/- (Rupees One Crore only) for each PDI
Put Notification Time Not Applicable
Call Notification Time Notwithstanding anything stated to the contrary under the Transaction Documents, the
Company shall provide a notice to the PDI Holder(s) and the PDI Trustee in relation to
exercise of the Call Option, communicating either (a) the intent of the Company to
exercise the Call Option on the Call Option Date or (b) the intent of the Company not to
exercise the Call Option on the Call Option Date, at least such number of days prior to the
Call Option Date as specified under the SEBI Debt Listing Regulations and the notice to
the PDI Holder(s) and the PDI Trustee shall also be sent in the manner as set out in the
SEBI Debt Listing Regulations (“Call Option Notice”). Prior to the issue of such Call
Option Notice, the Company shall have obtained the approval in writing of the RBI for
the exercise of such Call Option
Face Value ₹1,00,00,000 (Rupees One Crore only) for each Debenture
Minimum Application of Debt 1 Debenture and in multiples of 1 Debenture thereafter

securities
Issue Timing
1. Bid/ Issue Opening Date 27-09-2024
2. Bid/ Issue Closing Date 27-09-2024
3. Pay-in Date 30-09-2024
4. Deemed Date of Allotment 30-09-2024
Issuance Mode of the Instrument Demat only
Trading mode of the Instrument Demat only
Payment Mechanism The pay-in of subscription monies for the Debentures shall be made by way of transfer of
funds from the bank account(s) of the eligible investors (whose bids have been accepted)
as registered with the EBP into the account of the relevant Clearing Corporation, in
accordance with the procedure and timelines prescribed in the Electronic Book
Mechanism Guidelines and the Operational Guidelines of the EBP.
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Settlement mode of the Instrument Any payments to be made to a Debenture Holder shall be made by the Issuer in INR using
the services of electronic clearing services (ECS), real time gross settlement (RTGS),
direct credit, national electronic fund transfer (NEFT), cheque or demand draft (DD) in
favour of the Company into such bank account of the Debenture Holder as may be notified
to the Issuer by such Debenture Holder or the Debenture Trustee (acting on behalf of the
Debenture Holder) and in case of joint holders, to the one whose name stands first in the
Register of Debenture Holders or list maintained by the Depositories.
Depository The National Securities Depository Limited and the Central Depository Services (India)
Limited, as the context requires.
Effect of Holidays If the Due Date for payment of Coupon falls on a day that is not a Business Day, then the
due date in respect of such payment of interest shall be on the immediately succeeding
Business Day. However, the dates of the future interest payments would be as per the
schedule originally stipulated. In other words, the subsequent interest payment schedule
would not be disturbed merely because the payment date in respect of one particular
interest payment has been postponed earlier because of it having fallen on non-Business
Day.
If the date for performance of any event or the maturity date/ Redemption Date falls on a
day that is not a Business Day, then the due date in respect of the performance of such
event or the maturity date/ Redemption Date shall be paid on the immediately preceding
Business Day.
Business Day Any day of the week (excluding non-working Saturdays, Sundays and any day which is
a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881
(26 of 1881) (as may be amended/supplemented from time to time) and any other day on
which banks are closed for customer business in Mumbai) on which the money market is
functioning in Mumbai and “Business Days” shall be construed accordingly.
Business Day Convention Same as stated in ‘Effect of Holidays’ above
Record Date In respect of a Debentures, the day falling 15 days from the Coupon Payment Date/
Redemption Date. If the Record Date falls on a holiday, then the date preceding the
Record Date shall be deemed as the Record Date.
All covenants of the issue (including side As set out in Page No. 8 above
letters, accelerated payment clause etc.)
Description regarding Security (where N.A.

applicable) including type of security
(movable/ immovable/ tangible etc.),
type of charge (pledge/ hypothecation/
mortgage etc.), date of creation of
security/ likely date of creation of
security, minimum security cover,
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revaluation, replacement of security,
interest to the debenture holder over
and above the coupon rate as specified
in the Debenture Trust Deed and
disclosed in the offer document.
Conditions Precedent to Disbursement (i) The Issuer shall deliver to the Debenture Trustee, a certified true copy of the Issuer’s
constitutional documents, registration certificate and certificate of incorporation, as
amended up-to-date;
(ii) The Issuer shall deliver to the Debenture Trustee, consent letter from the Debenture
Trustee conveying their consent to act as Debenture Trustees for the Debenture
Holder(s);
(iii) The Issuer shall deliver to the Debenture Trustee, a certified true copy of the
resolution of the Board of Directors authorising the issue of Debentures and also the
execution of the necessary documents in that behalf;
(iv) The Issuer shall obtain the in-principle approval for listing the Debentures on the
WDM segment of the Stock Exchange;
(v) The Issuer shall deliver to the Debenture Trustee, a copy of the rating letters in
relation to the Debentures issued by the Rating Agencies;
Such other Conditions Precedent as set out in the Transaction Documents.
Condition Subsequent to Disbursement (i) Filing of the relevant documents required to be filed, inter alia, with, the ROC,
CERSAI, the return of allotment within the timelines specified under the Act and the
rules made thereunder;
(ii) Completion of listing of the Debentures on the WDM segment of the Stock
Exchange;
(iii) Credit of the Debentures in the demat account(s) of the allotees;
Such other Conditions Subsequent as set out in the Transaction Documents.
Events of Default (including manner of As set out in Page No. 14 above

voting/ conditions of joining inter
creditor agreement)
Role and Responsibilities of Debenture As per SEBI (Debenture Trustees) Regulations, 1993, SEBI NCS Regulations, the
Trustee Companies Act, the simplified listing agreement(s), each as amended from time to time,
the Debenture Trust Deed and the Debenture Trustee Agreement.
Risk factors pertaining to the issue Please refer to the section titled “Risk Factors” Section L of the General Information
Document.
Right to re-purchase and re-issue The Issuer may re-purchase the Debentures in the secondary market, at any time and from
time to time prior to the specified date of redemption. In the event the Debentures are
bought back, or redeemed before maturity in any circumstances whatsoever, the Issue
shall have the right to re-issue the said Debentures.
Governing Law and Jurisdiction The Debentures and documentation will be governed by and construed in accordance with
the laws of India and the parties submit to the exclusive jurisdiction of the courts and
tribunals in Mumbai, Maharashtra.
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Creation of recovery expense fund The Issuer shall create the recovery expense fund in accordance with SEBI NCS
Regulations in the manner and for the purposes as may be specified by SEBI from time
to time.
Conditions for breach of covenants (as As set out under the head “All covenants of Issue” and “Events of Default” above.
specified in Debenture Trust Deed)
Provisions related to Cross Default NA

Clause
Transactional Documents The Issuer has executed/ shall execute the documents including but not limited to the
following in connection with the Issue:
i. Debenture Trustee Agreements;

ii. Debenture Trust Deed;
iii. Rating Letter from Rating Agency(ies);
iv. Tripartite Agreement between the Issuer, Registrar and NSDL for the
issue of Debentures in dematerialized form;
v. Tripartite Agreement between the Issuer, Registrar and CDSL for the
issue of Debentures in dematerialized form;
vi. In-principle approval of BSE for listing of Debentures;
vii. Listing Agreement with BSE.
viii. Any other document that may be designated by the Trustee as a
Transaction Document
NOTES:
(a) If there is any change in Coupon Rate pursuant to any event including lapse of certain time period or downgrade
in rating, then such new Coupon Rate and the events which lead to such change shall be disclosed.
(b) The list of documents which have been executed in connection with the Issue is annexed to the General Information
Document.
(c) The Issuer has provided granular disclosures with regards to the “Object of the Issue” including the percentage of
the issue proceeds earmarked for each of the “object of the issue”.
SECTION VII
ANY MATERIAL DEVELOPMENTS WHICH ARE NOT DISCLOSED IN THE GENERAL

INFORMATION DOCUMENT, SINCE THE ISSUE OF THE GENERAL INFORMATION DOCUMENT
RELEVANT TO THE OFFER OF THE PDIS IN RESPECT OF WHICH THIS KEY INFORMATION
DOCUMENT IS BEING ISSUED
None
65
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SECTION VIII
PART A
The Company declares as of the date of this Key Information Document that all the relevant provisions in the
regulations/guidelines issued by SEBI and other Applicable Laws have been complied with and no statement made in
this Key Information Document is contrary to the provisions of the regulations/guidelines issued by SEBI and other
Applicable Laws, as the case may be. The information contained in this Key Information Document is as applicable to
privately placed debt securities and subject to information available with the Company.
The extent of disclosures made in this Key Information Document is consistent with disclosures permitted by
regulatory authorities to the issue of securities made by companies in the past.
For BOBCARD LIMITED

Ravindr
Digitally signed by Ravindra Rai M
Sakshi
DN: c=IN, o=Personal, title=7961,
pseudonym=81c1184d2ed04e42a15a2640fd501a Digitally signed by Sakshi Mehta
DN: c=IN, o=Personal, title=4774,
db,
pseudonym=e07926ff44874546971cbe66a4e10
2.5.4.20=607b01d0dbdd687a89070680a754740c0
200,
b6c1c77f7e5270b9275e20c38cb2cdd,
a Rai M
2.5.4.20=5365e360f2f2ce3e2a8f10a4fd1daa587
postalCode=560056, st=Karnataka, d333c4fadcf2030e0b24ab63491ee26,
Mehta
serialNumber=0a1ffeb3cf02651e6163e99ba39ae2 postalCode=400095, st=Maharashtra,
b3bb24a84c81bbd9ebb66de4dd6ddb1ac7, serialNumber=aeb3f743767e0956c9ff718b7453
cn=Ravindra Rai M 85548881341f0ef854c5451754202cb7ff33,
Date: 2024.09.26 12:13:57 +05'30' cn=Sakshi Mehta
Date: 2024.09.26 12:15:10 +05'30'
Ravindra Rai M Sakshi Mehta

Whole-Time Director Company Secretary
September 25, 2024 September 25, 2024
PART B
DECLARATION
THE BOARD OF DIRECTORS HEREBY DECLARE THAT:
a. The Company is in compliance with the provisions of the Securities Contracts (Regulation) Act, 1956 and the
Securities and Exchange Board of India Act, 1992, the Companies Act, 2013 and the rules and regulations made
thereunder.
b. The compliance with the said Companies Act, 2013 and the rules made thereunder do not imply that payment of
dividend or interest or repayment of the Series 9 PDIs, if applicable, is guaranteed by the Central Government;
c. The monies received under the Issue shall be used only for the purposes and objects indicated in the General
Information Document and this Key Information Document;
d. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information
material to the subject matter of this form has been suppressed or concealed and is as per the original records
maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.
I am authorized by the Board of Directors of the Company vide resolution number 147/3B dated January 25, 2024 to
sign this Key Information Document and declare that all the requirements of Companies Act, 2013 and the rules made
there under in respect of the subject matter of General Information Document and matters incidental thereto have been
66
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complied with and that the Permanent Account Number, Bank Account Number(s) of the Promoter and Permanent
Account Number of directors have been submitted to the stock exchanges on which the Series 9 PDIs are proposed to be
listed. Whatever is stated in this Key Information Document and in the attachments thereto is true, correct and complete
and no information material to the subject matter of Key Information Document has been suppressed or concealed and
is as per the original records maintained by the Promoters subscribing to the Memorandum of Association and Articles
of Association.
It is further declared and verified that all the required attachments have been completely, correctly and legibly
attached to Key Information Document.
NOTE TO INVESTORS
Investment in non-convertible securities is risky, and investors should not invest any funds in such securities unless
they can afford to take the risk attached to such investments. Investors are advised to take an informed decision
and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors
must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited
to statement of risk factors contained under Section L of the General Information Document. These risks are not,
and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities
or investor’s decision to purchase such securities.
For BOBCARD LIMITED

Ravindra Sakshi
Digitally signed by Sakshi Mehta
Digitally signed by Ravindra Rai M DN: c=IN, o=Personal, title=4774,
DN: c=IN, o=Personal, title=7961, pseudonym=e07926ff44874546971cbe66a4e
pseudonym=81c1184d2ed04e42a15a2640fd501adb, 10200,
2.5.4.20=607b01d0dbdd687a89070680a754740c0b6c1c 2.5.4.20=5365e360f2f2ce3e2a8f10a4fd1daa58
77f7e5270b9275e20c38cb2cdd, postalCode=560056, 7d333c4fadcf2030e0b24ab63491ee26,
Rai M Mehta
st=Karnataka, postalCode=400095, st=Maharashtra,
serialNumber=0a1ffeb3cf02651e6163e99ba39ae2b3bb2 serialNumber=aeb3f743767e0956c9ff718b745
4a84c81bbd9ebb66de4dd6ddb1ac7, cn=Ravindra Rai M 385548881341f0ef854c5451754202cb7ff33,
Date: 2024.09.26 12:15:50 +05'30' cn=Sakshi Mehta
Date: 2024.09.26 12:16:39 +05'30'
Ravindra Rai M Sakshi Mehta

Whole-Time Director Company Secretary
September 25, 2024 September 25, 2024
Encl:
1. PAS-4 in terms of Companies (Prospectus and allotment of securities) Rules, 2014
2. Due Diligence Certificate for issued by the Debenture Trustee
3. Rating Letters, Rating Rationale and Press Release from the Rating Agencies for Credit Rating
4. Resolutions, if any
67
Annexure I
59514/CL/MUM/24-25/DEB/270
Date: September 16,2024
BOBCARD LIMITED
2nd Floor Baroda House,
Behind Dewan Shopping Centre ,
Jogeshwari (West), Mumbai ,
Jaya Nagar-400102, Karnataka
India
Kind Attn: Mr. Nainesh Chandarana (AVP Treasury)
Sub: Consent Letter to act as Debenture Trustee for Unsecured Listed Non-Convertible Debentures
aggregating upto Rs. 100.00 Crores
Dear Sir,
This is with reference to our discussion regarding appointment of Beacon Trusteeship Limited as Debenture Trustee
for Unsecured Listed Non-Convertible Debentures aggregating to Rs. 100.00 Crores
In this regards it would indeed be our pleasure to be associated with your esteemed organization as Debenture
Trustee. In this connection, we confirm our acceptance to act as Debenture Trustee for the same.
We are also agreeable for inclusion of our name as trustees in the Company's offer document/disclosure document/
listing application/any other document to be filed with the Stock Exchange(s) or any other authority as required.
Looking forward to a long and fruitful association with your esteemed organization.
Yours faithfully Accepted

For Beacon Trusteeship Limited For BOBCARD LIMITED
Ravindr Digitally signed

by Ravindra Rai M
a Rai M 11:16:20 +05'30'

Date: 2024.09.18
Authorised Signatory
Vishal Nathani
Relationship Manager
Mumbai, September 16,2024
Authorised Signatory
BEACON TRUSTEESHIP LTD.

Regd & Corporate Office : 5W, 5th Floor, The Metropolitan, E-Block, Bandra Kurla Complex, Bandra (E), Mumbai-400051
CIN: U74999MH2015PLC271288
Phone : 022-26558759 | Email : contact@beacontrustee.co.in | Website : www.beacontrustee.co.in
September 16, 2024
To,
Mr. Nitin Aggarwal
M/S BOBCard Limited
15th Floor,
1502/1503/1504, DLH Park,
SV Road, Goregaon (West),
MUMBAI - 400104
Dear Sir,
With reference to our discussion we are happy to act as Register & Transfer Agents for proposed Unsecured, Rated,
Listed, Perpetual Debt Instruments in the Nature of Non-Convertible Debentures (“PDIs”) of Rs. 100 crores
We hereby give our consent to include our name in the Disclosure Document for the proposed Unsecured, Rated, Listed,
Perpetual Debt Instruments in the Nature of Non-Convertible Debentures (“PDIs”) of Rs. 100 crores
Our SEBI registration is INR000004181.
Yours faithfully
For NSDL Database Management Ltd.

MAKSOOD Digitally signed by
MAKSOOD ZAHIR KHAN
ZAHIR KHAN 18:37:51 +05'30'

Date: 2024.09.16
Maksood Khan
AVP
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE 147TH BOARD
MEETING OF THE COMPANY HELD ON THURSDAY, JANUARY 25, 2024, THROUGH
VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”), THE
VENUE OF THE MEETING DEEMED TO BE THE CORPORATE OFFICE OF THE
COMPANY AT 15TH FLOOR, 1502/1503/1504, DLH PARK, S.V. ROAD, GOREGAON
(WEST), MUMBAI – 400104
APPROVAL FOR ISSUANCE OF BONDS ON PRIVATE PLACEMENT BASIS
“RESOLVED THAT pursuant to the provisions of Sections 42, 71, 179 and other applicable
provisions, if any, of the Companies Act, 2013 read with the rules framed there under, as may
be amended from time to time, pursuant to the provisions of the Securities and Exchange
Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read along
with the SEBI Operational Circular dated August 10, 2021 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
LODR Regulations”), and other applicable provisions of the Companies Act, 2013 as amended
from time to time and in accordance with the Memorandum and Articles of Association of the
Company, and listing agreements entered into/ to be entered into with the stock exchange
where the Bonds of the Company are proposed to be listed (“Stock Exchange”) and subject
to such approvals, consents, sanctions, permissions as may be necessary from the Securities
and Exchange Board of India (“SEBI”), the Stock Exchanges, the Reserve Bank of India
(“RBI”), all other appropriate statutory and regulatory authorities, the creditors of the Company
and/or any other person in this regard, and subject to such conditions and modifications as
may be prescribed by the respective statutory and/or regulatory authorities while granting such
approvals, consents, sanctions, permissions and subject to such conditions or modifications
which may be agreed to by the Board and subject to the approval of the members of the
Company and other applicable provisions, if any, the approval of the Board, be and is hereby
accorded for raising funds by issue of Tier II bond of upto Rs. 100 Crore and Perpetual Tier I
bond of upto Rs.100 Crore in the nature of Unsecured Non-Convertible Debentures by way
of private placement, at par, in one or more tranches to eligible investors as identified by the
Board on such terms and conditions as the Board may deem fit and wherever necessary, in
consultation with the lead manager(s), financial advisor(s), underwriter(s), legal advisor(s),
and /or any other agency(ies) which the Board may deem fit and appropriate, however at any
given point of time the aggregate limits of funds raised / to be raised by the Company, including
issue of Debenture shall not exceed the overall borrowing limits of the Company, as may be
approved by the member(s) of the Company from time to time and to further list the Dentures
and Bonds on the stock exchange(s) in compliance with the applicable regulations through
electronic book mechanism i.e. “Electronic Book Provider” (“EBP”) platform of [BSE Limited],
if required, and do such other acts as may be required in this regard to give effect to this
resolution."
RESOLVED FURTHER THAT the following officials be and are hereby authorized as per the
below authorization matrix to prepare and implement the borrowing plan in consultation with
Head-Treasury of the Company and to severally do such act, deeds and things as such
Authorized Signatories in his/her absolute discretion may deem necessary or desirable in
connection with the issuance and offer of the Debentures:
Sr. No. Designation Mode of Operation
1 Shailendra H. Singh (Managing Director & CEO)

[MD & CEO]
2 Ravindra Rai (Deputy Managing Director)
3 Pooja Karnani (Chief Financial Officer) [CFO]

Any two jointly
4 Roopesh Chandran (Chief Operating Officer)
[COO]
5 Sakshi Mehta (Company Secretary) [CS]
RESOLVED FURTHER THAT the Managing Director & CEO and Company Secretary be and
are hereby severally authorized on behalf of the Company to do such acts, deeds and things
as may be deemed necessary or desirable in connection with the Issue, including, without
limitation the following:
(a) giving or authorizing the giving by the above authorized signatories of such declarations,
affidavit, certificates, consents and authorities as may be required from time to time;
(b) opening and operating any new bank accounts in the name of the Company as may be
required in this connection;
(c) seeking, if required, any approval, consent or waiver from the Company’s existing lenders,
and/or parties with whom the Company has entered into various commercial and other
agreements, and/or any/all concerned government and regulatory authorities in India, and/or
any other approvals, consent or waivers that may be required in connection with the issue,
offer and allotment of the Debentures;
(d) finalise the terms and conditions of the debenture issuance including but not limited to the
size and timing of the issue, coupon rate, number of tranches and/or series of Debentures to
be issued and the terms thereof, issue opening and closing dates, the deemed date of
allotment which are in line with the requirements of Securities and Exchange Board of India,
Reserve Bank of India, stock exchange(s) or any other regulatory authority;
(e) identify the persons to whom the private placement offer cum allotment letter for such
debenture issuance is to be issued;
(f) approving the Placement Memorandum (including amending, varying or modifying the
same, as may be considered desirable or expedient), in accordance with all applicable laws,
rules, regulations and guidelines;
(g) do all such acts, matters, deeds and things that may be necessary in connection with the
above and do whatever is necessary or incidental to, for giving effect to the allotment of
Debentures.
(h) seeking and procuring the listing of the Debentures on any recognised stock exchange in
India, submitting the listing application to such stock exchange and taking all actions that may
be necessary in connection with obtaining such listing;
(i) entering into arrangements with any depositories in connection with issue of Debentures in
demat form;
(j) appointing the registrar and other intermediaries and service providers to the Issue, in
accordance with the provisions of the Debt Regulations;
(k) authorizing of the maintenance of a register of holders of the Debentures; and
(l) nominating / appointing / delegating authority, from time to time, to other person(s) as
authorised signatory(ies) of the Company, for signing and executing any agreement(s) /
deed(s) / paper(s) / writing(s) / document(s) including security document(s), if any, as may be
required in connection with the Debenture issuance and allotment and that the Common Seal
of the Company, if necessary, be affixed thereto in the presence of such authorised
signatory(ies);
(m) generally doing any other act and/or deed, negotiating and executing any document/s,
application/s, agreement/s, undertaking/s, deed/s, affidavits, declarations and certificates
and/or giving such direction as it deems fit or as may be necessary or desirable with regard
the Issue.
are hereby, severally, authorized to sign any declaration(s), information memorandum/private
placement offer letter/offer document, if any, on behalf of the Board of Directors.
RESOLVED FURTHER THAT the Board hereby approves the listing of the Debentures on
BSE Limited (“BSE”) and in this regard the aforesaid authorised Signatories be and are
hereby, on behalf of the Company, authorised to finalize, execute and if required amend and
ratify the necessary or requisite agreement(s) with BSE and to do all such acts, deeds and
things and execute or ratify such documents, papers and writings as may be necessary for
the purpose including any amendments thereto and to provide all such documents and
information as may be required by the stock exchange, for the purposes of listing the
Debentures on BSE.
RESOLVED FURTHER THAT the Board of Directors hereby approves the enrolment of the
Company with any “Electronic Book Provider” for obtaining access to the “Electronic Platform”
for the private placement of the Debentures as per the applicable regulations issued by SEBI
and in this regard the Company be and is hereby authorised to finalize, execute and if required
amend and ratify the necessary or requisite agreement(s) with such Electronic Book Provider
and to do all such acts, deeds and things and execute or ratify such documents, papers and
writings as may be necessary for the purpose including any amendments thereto and to
provide all such documents and information as may be required by the Electronic Book
Provider in this regard.
RESOLVED FURTHER THAT the Company be and is hereby authorised to get the
Debentures admitted to the National Securities Depository Limited and the Central Depository
Services (India) Limited for dematerialization and to execute or ratify the necessary or requisite
agreement(s) with the depositories and any other agreements, undertakings or other writings
required for the issue of the Debentures in the dematerialised form and the authorised
signatories be and are hereby severally authorized to negotiate, finalise and execute or ratify
the same.
RESOLVED FURTHER THAT the approval of the Board be and is hereby accorded for
appointing:
(a) India Ratings & Research Private Limited and CRISIL Ratings Limited as the credit rating
agencies (“Credit Rating Agencies”) in connection with the Issue;
(b) NSDL Database Management Limited, as the registrar and transfer agent in connection
with the Issue (“R&T Agent”);
(c) Beacon Trusteeship Limited as the debenture trustee in connection with the proposed
Issue or any transactions contemplated therein for the benefit of the holders of the Debentures
(“Debenture Trustee”);
(d) BOB Capital Markets Limited as the arranger to the Issue (“Arranger”).
RESOLVED FURTHER THAT the approval of the Board be and is hereby accorded to the
Company for:
(a) entering into, signing and executing a Debenture Trustee Agreement appointing the
Debenture Trustee;
(b) entering into, signing and executing a Debenture Trust Deed in relation to the Issue;
(c) executing and issuing a Placement Memorandum in respect of the Debentures;

(d) entering into such other documents, deeds, notices, letters, agreements, powers of
attorney, declarations, memorandums, indentures, indemnities (including without limitation in
respect of stamp duty), undertakings, instruments and forms as may be required in relation to
or in connection with the Issue or pursuant to any other purpose mentioned in these
resolutions or to give effect to any transactions contemplated in such documents or the
Debenture Trust Deed for the benefit of the holder of the Debentures.
(The documents in (a) to (d) above are collectively referred to as the “Debenture Documents”);
and
(e) amend, novate, supplement, extend, restate or make any other modification to the
Debenture Documents as may be required, from time to time, in relation to or in connection
with or pursuant to the Debenture Documents or to give effect to any transactions
contemplated in the Debenture Documents.
RESOLVED FURTHER THAT the aforesaid Authorized Signatories, be and are hereby
authorized, to:
(a) negotiate, finalise, execute and deliver the above-mentioned Debenture Documents, on
behalf of the Company, including any amendments, modifications, supplements, restatements
or novations thereto (now or in the future);
(b) do all such acts, matters, deeds and things and to execute all documents, file forms with,
make applications to, receive approvals from, any persons, authorized dealers, governmental
/ regulatory authorities, and RBI/ SEBI /Income Tax authorities or any Depository or Stock
Exchange;
(c) sign and/or dispatch all documents and notices to be signed and/or dispatched by the
Company under or in connection with the Debenture Documents; and
(d) take all steps and do all things and give such directions, as may be required, necessary,
expedient or desirable for giving effect to the Debenture Documents, the transactions
contemplated therein and the resolutions mentioned herein.”
RESOLVED FURTHER THAT the aforesaid authorised Signatories of the Company be and
are hereby authorised to delegate to any other officers or employees of the Company, or any
lawyers, consultants or advisors as may be deemed necessary or prudent by such authorised
Signatories, their power to execute and deliver or cause to be executed or delivered the
Debenture Documents and any other documents in connection therewith as provided under
these resolutions as may be deemed necessary or prudent by the aforesaid authorised
Signatories.
RESOLVED FURTHER THAT the aforesaid resolutions shall come into effect immediately
and a copy of the foregoing resolution certified to be a true copy by any of the Director /
Company Secretary may be furnished to such parties concerned with respect to the issue of
Debentures.”
FOR BOBCARD LIMITED

Sakshi Digitally signed

by Sakshi Mehta
Mehta
Date: 2024.09.18
11:14:59 +05'30'
Sakshi Mehta
Company Secretary
ACS 47988
CTC/2024-25/76
Annexure - II
CONFIDENTIAL
RL/GDS2837/350999/PBOND/0924/98640/168551619
September 20, 2024
Mr. Nitin Aggarwal

Chief Financial Officer
BOBCARD Limited
15th Floor, 1502/1503/1504, DLH Park,
SV Road, Goregaon (West),
Mumbai City - 400104
Dear Mr. Nitin Aggarwal,
Re: CRISIL rating on the Rs.100 Crore Perpetual Bonds* of BOBCARD Limited.
All ratings assigned by CRISIL Ratings are kept under continuous surveillance and review.
Please refer to our rating letter dated September 06, 2024 bearing Ref. no: RL/GDS2837/350999/PBOND/0924/97597/168551619
Rating outstanding on the captioned debt instruments is “CRISIL AAA/Stable” (pronounced as “CRISIL triple A rating" with
Stable outlook). Securities with this rating are considered to have the highest degree of safety regarding timely servicing of
financial obligations. Such securities carry lowest credit risk..
In the event of your company not making the issue within a period of 180 days from the above date, or in the event of any change
in the size or structure of your proposed issue, a fresh letter of revalidation from CRISIL Ratings will be necessary.
As per our Rating Agreement, CRISIL Ratings would disseminate the rating along with outlook through its publications and other
media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL Ratings reserves the right
to withdraw, or revise the rating / outlook assigned to the captioned instrument at any time, on the basis of new information, or
unavailability of information, or other circumstances which CRISIL Ratings believes may have an impact on the rating. Please
visit www.crisilratings.com and search with the name of the rated entity to access the latest rating/s.
As per the latest SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for
corporate bonds/debentures, you are required to provide international securities identification number (ISIN; along with the
reference number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The
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depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to contact us for any
clarifications you may have at debtissue@crisil.com
Should you require any clarifications, please feel free to contact us.
With warm regards,
Yours sincerely,
Rounak Agarwal Nivedita Shibu

Associate Director - CRISIL Ratings Director - CRISIL Ratings
* Perpetual Debt Instrument in form of Non-Convertible Debentures
Disclaimer: A rating by CRISIL Ratings reflects CRISIL Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does not
constitute an audit of the rated entity by CRISIL Ratings. Our ratings are based on information provided by the issuer or obtained by CRISIL Ratings from sources it considers
reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL Ratings is not a
recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. CRISIL Ratings has a practice of
keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any errors and especially states
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A subsidiary of CRISIL Limited, an S&P Global Company
Corporate Identity Number: U67100MH2019PLC326247
____________________________________________________________________________________Regist
ered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai- 400 076. Phone: +91 22 3342 3000 | Fax: +91 22 3342 3001
www.crisilratings.com
9/19/24, 4:57 PM Rating Rationale
Rating Rationale
September 05, 2024 | Mumbai
BOBCARD Limited
'CRISIL AAA/Stable' assigned to Perpetual Bonds
Rating Action
Rs.100 Crore Perpetual Bonds CRISIL AAA/Stable (Assigned)
Rs.75 Crore Subordinated Debt - Tier II Non Convertible Debentures CRISIL AAA/Stable (Reaffirmed)
Rs.200 Crore Non Convertible Debentures CRISIL AAA/Stable (Reaffirmed)
Rs.750 Crore Commercial Paper CRISIL A1+ (Reaffirmed)
Note: None of the Directors on CRISIL Ratings Limited’s Board are members of rating committee and thus do not participate in discussion or assignment of any ratings. The Board of Directors also does
not discuss any ratings at its meetings.
1 crore = 10 million
Refer to Annexure for Details of Instruments & Bank Facilities
Detailed Rationale
CRISIL Ratings has assigned its ‘CRISL AAA/Stable’ rating to Rs.100 crore perpetual bonds of BOBCARD Limited (BOBCARD; erstwhile BOB
Financial Solutions Ltd) and has reaffirmed its ‘CRISIL AAA/Stable/CRISIL A1+’ ratings on the existing debt instruments.
The ratings on BOBCARD continue to centrally factor in the company’s strategic importance to, and the expectation of strong support from, its parent,
Bank of Baroda (BoB, rated: CRISIL AAA/Stable/CRISIL A1+). The rating also continues to factors in the company’s adequate capitalization. These
strengths are partially offset by small, though increasing scale of operations, and moderate, though improving, asset quality and earnings profile.
The rating on the perpetual debt instruments reflects the subordinated nature of instruments and factors in the extent of comfortable buffer consistently
maintained by BOBCARD over the regulatory capital adequacy requirements and high financial flexibility due to BoB’s ownership. BOBCARD has
maintained an average cushion of more than 8% over the regulatory minimum capital ratio over the last five years and CRISIL Ratings believes that it
will continue to maintain a comfortable cushion going forward.
Analytical Approach
CRISIL Ratings has considered the standalone business and financial risk profiles of BOBCARD Limited and has factored in the company’s strategic
importance to, and the expectation of strong support from, its parent, BoB for arriving at overall ratings.
The rating on the perpetual debt instruments reflects the subordinated nature of instruments and factors in the extent of comfortable buffer consistently
maintained by BOBCARD over the regulatory capital adequacy requirements and high financial flexibility due to BoB’s ownership. The ratings on the
perpetual bonds additionally takes into account restriction to BOBCARD from servicing these instruments if it breaches the minimum regulatory capital
requirement, or if the regulator denies permission to the company to make payments of interest and principal, if it reports losses.
Key Rating Drivers & Detailed Description
Strengths:
Strategic importance to, and expectation of strong support from, parent Bank of Baroda
Strong support is expected from BoB given the company’s increasing strategic importance to the parent and the latter’s strong moral obligation given
the ownership and name sharing. The rating also factors in BoB’s articulation of its intention to maintain majority shareholding in BOBCARD and
support it in case of any future stress or exigencies.
While the current scale of operations is small, the strategic importance remains high with greater focus on the credit cards business; BOBCARD is the
platform through which the credit cards business is undertaken. A professional management team has been put in place and the company has already
upgraded its card management system for better customer experience, credit monitoring and payments. The technology investment which is aimed at
enhancing the capacity building will help to penetrate the market through open market channel as well as the digital channel. Board-level oversight from
BoB is expected to continue to remain strong and operational synergies would increase.
CRISIL Ratings understands that BOBCARD continues to remain as a core strategic subsidiary for BOB given that the company runs the agenda of the
credit card business for the bank which is core to the banks’ retail strategy.
Currently, BoB holds 100% stake in BOBCARD and has infused Rs 975 crore since inception. On March 9, 2023, BOB had informed stock exchanges
that board of directors have approved the divestment of up to 49% stake in BOBCARD. However, CRISIL Ratings understands that the divestment
process has currently been put on hold by BOB. Nevertheless, CRISIL Ratings’ outstanding ratings on BOBCARD continue to factor in strong support
from BOB. Further, name and brand sharing, operational, managerial and board oversight from BOB is expected to continue. Same will continue to
remain a key monitorable.
Adequate capitalisation
BOBCARD’s capitalisation metrics is adequate with total capital adequacy ratio of 17.5% as on June 30, 2024 (18.3% as on March 31, 2024). It has
declined from 30.5% as on March 31, 2023 following the revision in risk weights for consumer loans, as per RBI’s directive in November 2023. Similarly,
the gearing also increased to 3.9 times as on June 30, 2024, as against 3.5 times as on March 31, 2024. The steady state gearing however is expected
to remain below 5 times.
Capitalisation is supported by timely equity infusion by the parent. BoB had last infused Rs 400 crore in March 2023 taking the total equity infusion to
Rs 975 crore since inception. The BoB board has also approved infusion of Rs 300 crore in March 2024 into BOBCARD which is pending regulatory
approvals. CRISIL Ratings understand that the parent will continue to infuse capital to support BOBCARD’s growth going forward.
Weakness:
https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/BOBCARDLimited_September 05_ 2024_RR_350999.html 1/6
Improving asset quality metrics; sustenance to be monitored
The gross NPA improved to 2.8% in Q1 of fiscal 2025 as against 3.7% in fiscal 2024 and 5.1% in fiscal 2023 given the scale up in the portfolio and
increasing share of salaried customers in the portfolio. The net NPAs stood at 0.8% in Q1 of fiscal 2025 as against 1.2% and 0.7% for fiscal 2024 and
2023 respectively. The collection efficiency[1] however has remained low in the range of 90-93% from April 2023 to March 2024.
Over the period, BOBCARD has made its risk management practices more stringent, in terms of sourcing customers. Also, the company has
implemented strong transaction monitoring and fraud prevention systems, which will have a positive impact on the overall portfolio performance of the
company. Nevertheless, given the segment of operations and amidst the economic environment, the ability of the company to sustain its asset quality
at healthier level would remain a key monitorable.
Improving, yet modest, earnings profile

The company primarily generates revenue from the credit card business. After reporting losses until fiscal 2022, the company started making profit
thereafter, supported by increasing scale of operations. The company reported PAT of Rs 28.1 crore in Q1 of fiscal 2025 as against PAT Rs. 90.4 crore
in fiscal 2024 and Rs 1.5 crore in fiscal 2023. Thus, return on managed assets stood comfortable at 2% (annualized) in Q1 of fiscal 2025 as against
2.1% in fiscal 2024 and 0.1% in fiscal 2023. Similarly, Net Interest Margin (NIM %) of the company stood at 24.4% (annualizedx) in Q1 of fiscal 2025 as
compared to 26.3% and 31.7% in fiscal 2024 and fiscal 2023 respectively.
Profitability is also supported from lowering Operating Cost to Total Income % and credit cost. Operating Cost to Total Income % stood at 62%
(annualized) in Q1 of fiscal 2025 as compared to 65% and 69% in fiscal 2024 and fiscal 2023 respectively. Going forward, as the company achieves
scale, the operating expenses are expected to normalize further. Similarly, bank's credit cost stood at 3.3% (annualized) in Q1 of fiscal 2025, as
compared to 3.1% in fiscal 2024 and 6.6% in fiscal 2023.
Nevertheless, ability of the company to improve profitability while scaling up of the portfolio remains a key monitorable.
Small, though increasing, scale of operations

BOBCARD continued its strong growth in cards in force with outstanding cards at 25.9 lakh as on June 30, 2024, registering an increase of 10.3%
(annualized). The company generates the majority of its business by leveraging on the existing customer base of 140 million of Bank of Baroda. Around
70% of the leads are generated through BoB branches. In order to further expand its operations, the company has been making investments in
technology and systems and procedures, which will not only reduce the turnaround time, but will also result in reduced cost of acquisition, which will
ultimately help the company to gain market share over the long term. However, despite the sharp growth, the market share of BOBCARD in terms of
the number of cards outstanding remains low at just ~2% (as of June 30, 2024) and hence it is likely to remain a relatively small player in the credit card
market space over the medium term.
[1]
Collection efficiency = Amount Resolved/Amount Due
Liquidity: Superior
The liquidity profile is expected to remain superior on the back of financial support in the form of bank lines that can be extended by BoB in case of any
exigency. On a standalone basis, as on July 31, 2024, BOBCARD had unutilised bank lines worth Rs 807 crore, including Rs 467 crore from the parent
Bank of Baroda. In addition to this, given the nature of credit card business, the company had enough short-term receivables, with monthly average
receivable of ~Rs 3000 crore. Against this, total debt repayments of the company stood at Rs 4,000 crore to be repaid over the period of six months
(Aug 2024 – Jan 2025).
Outlook: Stable
CRISIL Ratings believes BOBCARD will continue to receive strong support from BoB given the strategic importance, and the ownership and name
sharing. Capitalisation is also expected to remain comfortable.
In addition, the rating on perpetual debt instruments remains sensitive to the capital buffer maintained by BOBCARD, over regulatory
capital requirements, and rating transition on these instruments could potentially be sharper than those on other debt instruments and bank facilities.
Rating Sensitivity Factors
Downward Factors:
Downgrade in the credit rating of BoB by 1 notch or higher
Significant diminution in the stake held by, or the support expected from the parent
About the Company
Wholly owned by BoB, BOBCARD Limited (formerly, BoB Financial Solutions Limited) was incorporated in September 1994 as a credit card issuing
non-banking financial company (NBFC). Its main business has been credit card issuance. In January 2024, the company underwent a rebranding,
changing its name from BoB Financial Solutions Limited to BOBCARD Limited.
Company has 25,85,324 credit cards outstanding as on June 30, 2024 as compared to 25,20,187 in fiscal 2024 and 19,47,283 in fiscal 2023. For the
Q1 of fiscal 2025, the company reported profit after tax (PAT) of Rs 28 crore on total income of Rs 400 crore as compared to Rs 90.4 crore on total
income of Rs 1,327 crore in fiscal 2024.
Key Financial Indicators
As on/for the period ended Units Jun 24* Mar 24 Mar 23 Mar 22
Total assets Rs crore 5883 5,171 3,463 1,519
Total income (net of interest expenses) Rs crore 323 1,099 764 456
Profit after tax Rs crore 28 90 2 (10)
Gross NPA % 2.8 3.7 5.1 7.6
Gearing Times 4.0 3.5 2.2 4.0
Return on assets % 2.0 2.1 0.1 (0.8)
*annualised
Any other information: Not Applicable
Note on complexity levels of the rated instrument:

CRISIL Ratings` complexity levels are assigned to various types of financial instruments and are included (where applicable) in the 'Annexure - Details
of Instrument' in this Rating Rationale.

CRISIL Ratings will disclose complexity level for all securities - including those that are yet to be placed - based on available information. The
complexity level for instruments may be updated, where required, in the rating rationale published subsequent to the issuance of the instrument when
details on such features are available.
For more details on the CRISIL Ratings` complexity levels please visit www.crisilratings.com. Users may also call the Customer Service Helpdesk with
queries on specific instruments.
Annexure - Details of Instrument(s)
Issue Size Rating Outstanding

ISIN Name Of Instrument Date of Allotment Coupon Rate (%) Maturity Date Complexity Levels
(Rs.Crore) with Outlook
NA Commercial Paper NA NA 7 to 365 Days 750 Simple CRISIL A1+
Subordinated Debt - Tier II
INE027208029 27-Mar-23 8.25 25-Mar-33 75 Complex CRISIL AAA/Stable
Non Convertible Debentures
NA Non Convertible Debentures# NA NA NA 200 Simple CRISIL AAA/Stable
NA # NA NA NA 100 Simple CRISIL AAA/Stable
Perpetual Bonds
# Yet to be issued
Annexure - Rating History for last 3 Years

Current 2024 (History) 2023 2022 2021 Start of 2021
Outstanding
Instrument Type Rating Date Rating Date Rating Date Rating Date Rating Rating
Amount
Fund Based Facilities LT -- -- -- -- -- Withdrawn
-- -- -- -- -- Withdrawn
Commercial Paper ST 750.0 CRISIL A1+ 22-04-24 CRISIL A1+ 17-03-23 CRISIL A1+ 29-07-22 CRISIL A1+ 20-08-21 CRISIL A1+ CRISIL A1+
-- 15-03-24 CRISIL A1+ 10-02-23 CRISIL A1+ -- -- --
Non Convertible CRISIL CRISIL CRISIL CRISIL CRISIL

LT 200.0 22-04-24 17-03-23 29-07-22 20-08-21 --
Debentures AAA/Stable AAA/Stable AAA/Stable AAA/Stable AAA/Stable
CRISIL CRISIL
-- 15-03-24 10-02-23 -- -- --
AAA/Stable AAA/Stable
CRISIL
Perpetual Bonds LT 100.0 -- -- -- -- --
AAA/Stable
Subordinated Debt -
Tier II Non Convertible LT 75.0 CRISIL 22-04-24 CRISIL 17-03-23 CRISIL -- -- --
AAA/Stable AAA/Stable AAA/Stable
Debentures
CRISIL CRISIL
-- 15-03-24 10-02-23 -- -- --
AAA/Stable AAA/Stable
All amounts are in Rs.Cr.
Criteria Details
Links to related criteria

Rating Criteria for Finance Companies
Criteria for Notching up Stand Alone Ratings of Companies based on Parent Support
CRISILs Criteria for rating short term debt
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Rating Letter - Intimation of Rating Action
Scan this QR Code to
verify authenticity of this
Letter Issued on : September 24, 2024 rating
Letter Expires on : September 05, 2025
Annual Fee valid till : September 05, 2025
BOBCARD LIMITED
2ND AND 4TH FLOOR, BARODA HOUSE,
S.V. ROAD, JOGESHWARI
Mumbai 400102
MAHARASHTRA
Kind Attn.: Mr. NITIN AGGARWAL, CHIEF FINANCIAL OFFICER (Tel. No.8980031666)
Sir / Madam,
Sub.: Rating(s) Assigned - Debt Instruments of BOBCARD LIMITED
Please note that the current rating(s) and outlook, instrument details, and latest rating action for the
aforementioned instrument are as under:
Long Term Instruments Short Term Instruments

Total Rated Quantum (Rs. Cr.) 100.00 0.00
Quantum of Enhancement (Rs. Cr.) 0.00 0.00
Rating(s) ACUITE AAA Not Applicable
Outlook Stable Not Applicable
Most recent Rating Action(s) Assigned Not Applicable
Date of most recent Rating Action(s) September 24, 2024 Not Applicable
Rating Watch Not Applicable Not Applicable
$FXLWp reserves the right to revise the rating(s), along with the outlook, at any time, on the basis of new
information, or other circumstances which $FXLWpbelieves may have an impact on the rating(s). Such
revisions, if any, would be appropriately disseminated by $FXLWpas required under prevailing SEBI
guidelines and $FXLWp¶s policies.
This letter will expire on September 05, 2025 or on the day when $FXLWptakes the next rating action,
whichever is earlier. It may be noted that the rating(s) is subject to change anytime even before the expiry
date of this letter. Hence lenders / investors are advised to visit https://www.acuite.in/ OR scan the QR code
given above to confirm the current outstanding rating(s).
$FXLWp will re-issue this rating letter on September 06, 2025 subject to receipt of surveillance fee as
applicable. If the rating(s) is reviewed before September 05, 2025, $FXLWpwill issue a new rating letter.
Please note that under extant SEBI regulations and as per the terms of the rating agreement, once a
rating is accepted and outstanding, the issuer is required to promptly furnish the µNo Default
Statement¶on the first working day of every month.
Sd/-
Chief Rating Officer

This is a system generated document. No signature is required.
$QQH[XUHV$'HWDLOVRIWKH5DWHG,QVWUXPHQW
$FXLWp5DWLQJV 5HVHDUFK/LPLWHG
SEBI Registered | RBI Accredited
708, Lodha Supremus, Lodha iThink Techno Campus, Kanjurmarg (East), Mumbai - 400042 | +919930708000 | www.acuite.in | CIN:
U74999MH2005PLC155683
Annexure A. Details of the rated instrument
Instruments Scale Amt. Rating Assigned (Outlook) | Rating
(Rs. Cr) Action
Proposed Perpetual Additional Long-term 100.00 ACUITE AAA (Stable) | Assigned

Tier I Bonds
Total Quantum Rated 100.00 -
DISCLAIMER
An $FXLWprating does not constitute an audit of the rated entity and should not be treated as a recommendation or opinion that is
intended to substitute for a financial adviser's or investor's independent assessment of whether to buy , sell or hold any security.
$FXLWpratings are based on the data and information provided by the issuer and obtained from other reliable sources. Although
reasonable care has been taken to ensure that the data and information is true, $FXLWp, in particular, makes no representation or
ZDUUDQW\H[SUHVVHGRULPSOLHGZLWKUHVSHFWWRWKHDGHTXDF\DFFXUDF\RUFRPSOHWHQHVVRIWKHLQIRUPDWLRQUHOLHGXSRQ$FXLWpis not
responsible for any errors or omissions and especially states that it has no financial liability whatsoever for any direct, indirect or
consequential loss of any kind arising from the use of its ratings.$FXLWpratings are subject to a process of surveillance which may lead
to a revision in ratings as and when the circumstances so warrant. Please visit our website (www.acuite.in) for the latest information
on any instrument rated by $FXLWp, $FXLWp¶s rating scale and its definitions.
Any inadvertent omission or error in the rating letter which is discovered or brought to the notice of Acuite shall be rectified as soon as
reasonably practicable not later than 48 hours of such discovery or notice. Such error or omission shall not render Acuite liable to any
person for any kind of loss or damage including, but not limited to, any special, incidental, indirect or consequential damages caused
by errors or omissions, provided such omission or error is rectified as soon as possible after discovery/notice.
9/24/24, 3:20 PM Press Release
Press Release
September 24, 2024
BOBCARD LIMITED
Rating Assigned
Product Quantum (Rs. Cr) Long Term Rating Short Term Rating
BOND 100.00 ACUITE AAA | Stable | Assigned -
Total Outstanding 100.00 - -
Rating Rationale
cuité has assigned the long-term rating of ‘ACUITE AAA’ (read as ACUITE triple A) on the Rs. 100.00 crore
A
Proposed Perpetual Bonds (Perpetual debt instruments in the form of Non-Convertible debentures) of BOBCARD
Limited. The outlook will be 'Stable'.
Rationale for the rating
The ratings on BOBCARD centrally factor in the company’s strategic importance to, and the expectation of strong
support from, its parent, Bank of Baroda. As on date, BOB holds 100% stake in BOBCARD. In FY23 Bank of Baroda
had infused Rs 700 Cr. into BOBCARD, which shows the continuous support of Bank of Baroda in BOBCARDS.
Moreover, it is expected that in FY25 another Rs 300 Cr. is expected to be infused by BOB (subject to regulatory
approval) which again shows the continuous support from the parent entity. The perpetual Bond that is to be raised of Rs
100 Cr. would take the firms CAR 19.10% in FY-25 with Tier 1 Capital at 16.56% from CAR of 18.30% and a Tier 1
Capital adequacy ratio of 15.03% (FY23 CAR 30.54% and Tier 1 25.49%). The profitability of BOBCARD has
improved considerably in FY-24 where PAT stood at Rs 90.38 Cr. and in FY-23 it stood at Rs 1.53 Cr. Moreover, total
income net of interest expenses has also improved by 44.06% where in FY24 the total income was Rs 1069.88 Cr. and in
FY23 it was Rs 742.66 Cr. Asset quality has seen stability as well where the GNPA improved to 3.67% in FY24 from
5.09% FY23. However the NNPA has seen a deterioration from 0.69% in FY23 to 1.18% respectively in FY24. This
performance has come post the capital infusion from BOB and with further support from BOB it is expected that
BOBCARDS would only continue to grow.
The rating also factors in the company’s adequate capitalization. These strengths are partially offset by small, though
increasing scale of operations, modest earnings and improving asset quality metrics.
About the company

Wholly owned by BoB, BOBCARD Limited (formerly, BoB Financial Solutions Limited) was incorporated in
September 1994 as a credit card issuing non-banking financial company (NBFC). Its main business has been credit card
issuance. In January 2024, the company underwent a rebranding, changing its name from BoB Financial Solutions
Limited to BOBCARD Limited. The Director for BOBCARD is Shri. Ravindra Rai M who has a rich experience of
more than 25 years in Banking at different levels. He has been a part of the Company in the capacity of Deputy
Managing Director since March 31, 2023. Previous to the Company, the recent assignment was the Vertical Head of
Gold Loan for Bank of Baroda. BOBCARD is headquartered in Mumbai, Maharashtra.
Unsupported Rating
ACUITE A+/Stable
Analytical Approach
Acuité has adopted the standalone approach while assessing the business and financial risk profile of the BOBCARDS.
The standalone approach, however, also duly factors in the support expectations from the parent, i.e. Bank of Baroda
https://connect.acuite.in/company-details/28879 1/5
Key Rating Drivers
Strength
Strategic importance to, and expectation of strong support from, parent Bank of Baroda
BoB is expected to provide substantial support given the company's growing strategic relevance to the parent, as well as
the latter's strong moral commitment due to ownership and brand sharing. The rating also takes into account BoB's
stated determination to maintain a majority shareholding in BOBCARD and support it in the event of any future stress or
exigencies.
While the current size of activities is limited, the strategic relevance is growing with a larger emphasis on the credit card
business; BOBCARD is the platform via which the credit card business is conducted. A competent management team
has been established, and the company has already changed its card management system to improve client experience,
credit monitoring, and payments. Investing in technology to increase capacity will enable BOBCARD to penetrate the
market through both open and digital channels. Board-level monitoring from BoB is expected to remain strong, while
operational synergies will increase.
BoB maintains a 100% ownership in BOBCARD and has invested Rs 975 crore since its creation, including Rs 400
crore in March 2023 and Rs 300 crore in June 2022. Acuite Ratings believes that BOBCARD remains a key strategic
subsidiary for BOB, as it manages the credit card business, which is crucial to the bank's retail strategy. Furthermore,
name and brand sharing, operational, management, and board monitoring from BOB are planned to continue after the
disposal. Even after the divestment, BOB will retain a majority share in BOBCARD.The same will continue to be a key
monitorable.
Adequate capitalisation
BOBCARD's capitalisation parameters are adequate, having a total capital ratio of 18.30% as of March 31, 2024. It has
decreased from 30.54% as of March 31, 2023, following the adjustment of risk weights for consumer loans as per the
RBI's direction in November 2023. The gearing increased to 3.54 times as of March 31, 2024, from 2.22 times on March
31, 2023. The steady-state gearing is intended to stay below 5 times. Capitalization is supported by the parent's timely
stock investment. BoB infused Rs 400 crore in March 2023 and Rs 300 crore in July 2022, bringing the total equity
investment to Rs 975 crore since inception. Moreover further significant capital infusion is expected in FY25 to enhance
operational performance of BOBCARD.
Acuite ratings has also taken note of the Reserve Bank of India (RBI)'s recent policies affecting the banking and NBFC
sectors. NBFCs' risk weights for unsecured consumer loans (including credit card receivables) have increased by 25
percentage points to 125% from 100%. This legislation applies to all retail loans excluding those for houses, vehicles,
education, gold loans, and microfinance/SHG. Increasing risk-weighted assets has lowered BOBCARD's capital
adequacy ratio. However, parental support will continue to help capitalisation. Banks' exposure to NBFCs sees a 25%
increase in risk weights (above the external rating) when the existing risk weight is less than 100%. Loans to HFCs and
NBFCs that qualify for priority sector designation are excluded. This change may result in an increase in the cost of
bank borrowing for the NBFC sector. This could result in a more diverse borrowing mix, including a greater use of
capital market instruments and securitization, among other things. The ability of NBFCs to pass on rising borrowing
rates will be watched
Weakness
Stable asset quality metrics
The gross NPA improved to 3.67% in FY24, compared to 5.09% in FY 2023 and 7.55% in FY 2022. This was due to
portfolio growth and an increase in salaried customers. Net NPAs were 1.18 as on March 31 2024 and 0.69% as of
March 31, 2023, according to IND-AS accounting standards.
Collection efficiency continued at 90-93% from FY24. BOBCARD has strengthened its risk management methods for
customer sourcing over time. The organization has built effective transaction monitoring and fraud prevention systems,
which will positively benefit the overall portfolio performance of the company. Nevertheless, given the segment of
operations and amidst the economic environment, the ability of the company to manage its asset quality would remain a
key monitorable.
Modest earnings profile
The company's revenue mostly originates from credit card transactions.After reporting losses until fiscal 2022, the
company began to make profits, which were aided by an increase in operating size. In FY24, the company reported a
PAT of Rs 90.38 crore, compared to Rs 1.53 crore in FY23 and a net loss of Rs 10.43 crore in FY22. This is also
demonstrated by the lower operating expense to earning assets, which stood at 18.16% in FY24, compared to 20.16%
and 28.53% in FY23 and FY22, respectively. As the company grows, operating expenses are likely to become more
consistent. Nonetheless, the company's ability to manage profitability while expanding its portfolio remains an important
metric.
Scale of operations
The majority of the company's revenue comes from Bank of Baroda's existing 140 million client base. Around 90% of
leads are produced from BoB branches. To grow operations, the company is investing in technology, processes, and
procedures to minimize turnaround time and acquisition costs, which will eventually lead to higher market share.
Despite rapid development, BOBCARD's market share in terms of outstanding cards is still modest at about 2%, making
it a minor player in the credit card market for the medium term.
ESG Factors Relevant for Rating

Public sector banks play a significant role in promoting financial inclusion in the country including facilitation of
banking services in unbanked areas. Healthy corporate governance practices are important for sustainability in a bank’s
long term performance. Some of the critical governance factors in the banking sector include board independence and
diversity, effectiveness of the board sub committees, shareholders’ rights as well as policies on KMP compensation and
business ethics. Further, for the financial services sector, data privacy, security of financial instruments and responsible
investments are relevant social factors. Other material social factors involve employee management and talent retention
given the manpower intensive nature of banking operations and various initiatives for community support and
development. While the banking sector has low exposure to environmental risks, energy efficiency and electronic waste
management carry moderate materiality. Bank of Baroda and BOBCARDS has taken multiple steps towards
enhancement of shareholder rights. The bank has formed a stakeholders’ relationship committee for redressal of
grievances of shareholders and investors. The bank board also has a committee for performance evaluation of MD &
CEO, Executive Directors and General Managers; this committee is constituted as per Government of India, Ministry of
Finance, Department of Financial Services directives. The bank has taken initiatives and programmes for improvement
of business ethics; these include full, accurate timely and meaningful disclosures in the periodic reports required to be
filed by the Bank with government and regulatory agencies. In the environmental category, the bank has financing
products or services that help develop clean or renewable energy. Further in the social category, the bank continues to
take initiatives towards career development of its employees by bridging the skill gap and imparting training through its
7 training colleges. The bank has recognised the importance of data privacy and has taken several initiatives towards it;
it has put in place Captive Security Operation Centre (SOC) at Data Center and has also employed information security
tools for Real-time monitoring of Information Security breach attempts / incidents / events on 24x7 basis. Some of the
programmes of the bank under Corporate Social Responsibility (CSR) include engagement in Swachh Bharat
Abhiyan,Beti Bachao Beti Padhao Abhiyan, rural socioeconomic development and health care to poor and under
privileged
Rating Sensitivity
- Continued ownership & support from Bank of Baroda
- Movement in asset quality and profitability metrics
- Movement in capitalization adequacy levels
- Credit Rating movement of Bank of Baroda
Liquidity Position
Adequate
The bank’s liquidity position is supported by its parent company Bank of Baroda. Its unutilized assets are at Rs 740.75
Cr. as on Aug 2024. The liquidity position is adequate.
Outlook: Stable
Acuité believes that BOBCARDS will benefit from the momentum financial performance unitil now in the near to
medium term. The outlook may be revised to 'Positive' in case of higher than expected growth in loan book, equity
infusion, improvement in key operating metrics and liquidity. The outlook may be revised to 'Negative' in case of any
headwinds faced in scaling up of operations or in case of any challenges in maintaining its asset quality and profitability
metrics or any deterioration in liquidity position.
Other Factors affecting Rating

None
Key Financials - Standalone / Originator
FY24 FY23
Particulars Unit
(Actual) (Actual)
Rs.
Total Assets
Cr. 5134.35 3370.47
Rs.
Total Income*
Cr. 1069.88 742.66
Rs.
Profit After Tax (PAT)
Cr.
90.38 1.53
Rs.
AUM
Cr.
4890.90 3285.73
Rs.
Net Advances
Cr.
4605.49 2930.25
Capital Adecuacy (%) 18.30 30.54
Capital Adecuacy
(Tier 1 Capital)
(%) 15.03 25.49
Gross NPA (%) 3.67 5.09
Net NPA (%) 1.18 0.69
Return on
Average Assets (%) 2.13 0.06
(RoAA)
Status of non-cooperation with previous CRA (if applicable):

None
Any other information

None
Applicable Criteria
• Application Of Financial Ratios And Adjustments: https://www.acuite.in/view-rating-criteria-53.htm
• Banks And Financial Institutions: https://www.acuite.in/view-rating-criteria-45.htm
• Complexity Level Of Financial Instruments: https://www.acuite.in/view-rating-criteria-55.htm
• Covered Bonds: https://www.acuite.in/view-rating-criteria-83.htm
• Hybrid Instruments Issued By NBFCs & HFCs: https://www.acuite.in/view-rating-criteria-56.htm
• Non-Banking Financing Entities: https://www.acuite.in/view-rating-criteria-44.htm
Note on complexity levels of the rated instrument

In order to inform the investors about complexity of instruments, Acuité has categorized such instruments in three levels:
Simple, Complex and Highly Complex. Acuite’ s categorisation of the instruments across the three categories is based on
factors like variability of the returns to the investors, uncertainty in cash flow patterns, number of counterparties and
general understanding of the instrument by the market. It has to be understood that complexity is different from credit
risk and even an instrument categorized as 'Simple' can carry high levels of risk. For more details, please refer Rating
Criteria “Complexity Level Of Financial Instruments” on www.acuite.in.
Rating History :
Not Applicable
Annexure - Details of instruments rated
Lender’s Date Of Coupon Maturity Quantum Complexity

ISIN Facilities Rating
Name Issuance Rate Date (Rs. Cr.) Level
Proposed
Not avl. ACUITE AAA
Not Perpetual Not avl. / Not avl. / Not avl. / Highly
/ Not 100.00 | Stable |
Applicable Additional Tier I Not appl. Not appl. Not appl. Complex
appl. Assigned
Bonds
*Annexure 2 - List of Entities (applicable for Consolidation or Parent / Group / Govt. Support)

Sr. No. Company Name
1 BOBCARD Limited
2 Bank of Baroda Ltd.
Contacts
Mohit Jain Contact details exclusively for investors and lenders

Senior Vice President - Rating Operations
Mob: +91 8591310146
Shabad Palakkal Email ID: analyticalsupport@acuite.in
Associate Analyst - Rating Operations
About Acuité Ratings & Research

Acuité is a full-service Credit Rating Agency registered with the Securities & Exchange Board of India (SEBI). The
company received RBI Accreditation as an External Credit Assessment Institution (ECAI) for Bank Loan Ratings under
BASEL-II norms in the year 2012. Acuité has assigned ratings to various securities, debt instruments and bank facilities
of entities spread across the country and across a wide cross section of industries. It has its Registered and Head Office
in Kanjurmarg, Mumbai.
Disclaimer: An Acuité rating does not constitute an audit of the rated entity and should not be treated as a
recommendation or opinion that is intended to substitute for a financial adviser's or investor's independent assessment of
whether to buy, sell or hold any security. Ratings assigned by Acuité are based on the data and information provided by
the issuer and obtained from other reliable sources. Although reasonable care has been taken to ensure that the data and
information is true, Acuité, in particular, makes no representation or warranty, expressed or implied with respect to the
adequacy, accuracy or completeness of the information relied upon. Acuité is not responsible for any errors or omissions
and especially states that it has no financial liability whatsoever for any direct, indirect or consequential loss of any kind,
arising from the use of its ratings. Ratings assigned by Acuité are subject to a process of surveillance which may lead to
a revision in ratings as and when the circumstances so warrant. Please visit our website (www.acuite.in) for the latest
information on any instrument rated by Acuité. Please visit https://www.acuite.in/faqs.htm to refer FAQs on Credit
Rating.
© Acuité Ratings & Research Limited. All Rights Reserved. www.acuite.in
ANNEXURE- III
APPLICATION FORM
Date: [●]
Application Form No: [●]
By: [●]
The Compliance Officer
Bobcard Limited
Dear Sir / Ma’am,
We have read and understood the terms and conditions of the issue of the Securities contained in the Transaction
Documents including the Risk Factors described in the General Information Document dated [●] and have considered
these in making our decision to apply. We bind ourselves to such terms and conditions and wish to apply for allotment of
the Securities. The amount payable on application as shown below is remitted herewith. On allotment, please place our name(s)
on the Register of Debenture Holder(s).
(Please read carefully the instructions on the next page before filling this form)
Type of Securities Applied for (Please tick the Debentures

appropriate option)
Subordinated
Bonds
Perpetual Debt Instruments/ PDIs

Debt Series [●]
No. of securities applied (in figures) [●]
No. of securities applied (in words) [●]
Amount (Rs. In figures) [●]
Amount (Rs. In words) [●]
NEFT/RTGS Details [●]
Date [●]
Applicant’s Name & Address in full (please use capital letters)
[●]
Telephone: [●] Fax: [●]
Status: Banking Company ( ) Insurance Company ( ) Others ( ) – please specify ( )
Name of Authorised Signatory Designation Signature

[●] [●] [●]
Details of Bank Account (from which the subscription money is remitted)
Bank Name & Branch [●]

Beneficiary Name [●]
Nature of Account [●]
Account No. [●]
IFSC/NEFT Code [●]
UTR No. * [●]
* Please enclose RTGS alongwith this form.
We hereby confirm that the payment(s) made towards subscription of the Securities is made from our bank account(s).
We understand that the interest/principal will be paid to the bank accounts of the beneficiaries as per the list and details
of the beneficiaries provided by the Depository i.e. National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL), as on the Record Date. We are agreeable to holding the securities of the Company in
dematerialised form.
Depository Details
DP Name [●]
DP ID [●]
Client ID [●]
(*) We understand that in case of allotment of securities to us/our Beneficiary Account as mentioned above would be
credited to the extent of securities allotted.
Taxpayers PAN / GIR No. IT Circle/Ward/District ( ) Not Allotted

[●] [●]
Tax Deduction Status ( ) Fully Exempt ( )Tax to be deducted at Source
(viii) Tick whichever is applicable:

(a) The applicant is not required to obtain Government approval under the Foreign Exchanges Management (Non-debt
Instrument) Rules, 2019 prior to subscription of shares -
(b) The applicant is required to obtain Government approval under the Foreign Exchange Management (Non-debt
Instrument) Rules, 2019 prior to subscription of shares and the same has been obtained, and is enclosed herewith –
List of KYC docs. To be attached with the Application Form:
• Constitution Documents: Certificate of Incorporation, Certificate of commencement of Business, Memorandum &

Articles of Association, Regd. Trust Deed in case of Trust, SEBI Registration Certificate in case of Mutual
Fund.
• ID Proofs: Certified Copy of PAN Card, Demat Client Master Report
• Address Proof: Form 18 (under Companies Act, 1956) or INC-22 (under Companies Act, 2013) filled with
ROC or Certified copy of latest utility bills.
• Authorizing docs: Power of Attorney / Board Resolution with specimen signatures certified by the Company Secretary
• Any other document as specified in the Disclosure Documents or as may be demanded by the Company or as
may be required to be provided under applicable law by the applicant
We understand and confirm that the information provided in the Transaction Documents is provided by the Issuer and the
same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and advisors
associated with this Issue. We confirm that we have for the purpose of investing in these Securities, carried out our own due
diligence and made our own decisions with respect to investment in these Securities and have not relied on any representations
made by anyone other than the Issuer, if any.
We understand that: (i) in case of allotment of the securities to us, our Beneficiary Account as mentioned above would get
credited to the extent of the allotted securities, (ii) we must ensure that the sequence of names as mentioned in the
Application Form matches the sequence of name held with our Depository Participant, (iii) if the names of the Applicant
in this application are not identical to and also not in the same order as the Beneficiary Account details with the above
mentioned Depository Participant or if the securities cannot be credited to our Beneficiary Account for any reason
whatsoever, the Company shall be entitled at its sole discretion to reject the application.
We undertake that upon sale or transfer to a subsequent investor or transferee (“Transferee”), we shall convey all the terms
and conditions contained herein and in this Transaction Document to such Transferee. In the event of any Transferee
(including any intermediate or final holder of the securities) suing the Issuer (or any person acting on its or their behalf)
we shall indemnify the Issuer and also hold the Issuer and each of such person harmless in respect of any claim by any
Transferee.
For [●]
Authorised Signatory(ies)
Initial of the Officer of the company designated to keep the record
(Tear here)
ACKNOWLEDGEMENT SLIP
Application No: [●] Date: [●]

Type of Securities [●]
Debenture Series Series [●]
No. of securities applied (in figures) [●]
No. of securities applied (in words) [●]
Amount (Rs. In figures) [●]
Amount (Rs. In words) [●]
NEFT/RTGS [●]
For all further correspondence, please contact the Compliance Officer.
INSTRUCTIONS
 Application must be completed entirely in English, using BLOCK LETTERS.
 Procedure for Issue shall be in accordance with Electronic Book Mechanism Guidelines.
 A signature can be made either in English or in any other Indian language.
 Application Forms duly completed in all respects, must be lodged at the Company’s Registered Office.
 All transfers/RTGS must be made payable to “ICCL”. Details for transfers to ICCL shall be provided on the
Electronic Bidding Platform.
 Cheques, cash, money orders, postal orders and stock invest will NOT be accepted.
 As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/misplacement, one
is requested to mention the full particulars of the bank account, as specified in the Application Form.
 Interest warrants will then be made out in favour of the bank for credit to one’s account. In case the full particulars
are not given, cheques will be issued in the name of the applicant at their own risk.
 One should mention their Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961
and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the
fact of non- allotment should be mentioned in the Application Form in the space provided.
 The application would be accepted as per the terms of the issue outlined in the Information Document / Disclosure
Document.
 The payment(s) towards subscription of the securities shall be made from the bank account(s) of the applicants.
 Please send the dully filled and signed Application Form to our corporate office address - “15th Floor,
1502/1503/1504, DLH Park, S.V. Road, Goregaon (West), Mumbai – 400 104.”.
Annexure IV
Board of Directors (as on 31.03.2021)
Shri Sanjiv Chadha

Non-Executive Directors
Shri Vikramaditya Singh Khichi Shri Purshotam Ms. Archana Pandey

Non-Executive Director Non-Executive Director Non-Executive Director
Prof Sharad Sarin Shri Atul Malik

Independent Director Independent Director
Shri Shailendra Singh

Managing Director
Non-Executive Directors Independent Directors
Shri Sanjiv Chadha Prof Sharad Sarin
Shri Vikramaditya Singh Khichi Shri Atul Malik
Shri Purshotam
Ms Archana Pandey Managing Director
Company Secretary Chief Financial Officer

Ms. Deepashri Cornelius Ms.Pooja Karnani
Statutory Auditors Bankers

M/s ASL & CO. Bank of Baroda
Chartered Accountants Bank of India
Mumbai Bank of America
Registrar and Transfer Agent

KFin Technologies Private Limited (Formerly known as Karvy Computershare Private Limited) (For Equity)
NSDL Database Management Limited (For Commercial Papers & NCD)
BOB Financial Solutions Limited

CIN: U65990MH1994GOI081616
Registered Office Corporate Office
2nd Floor, "Baroda House", Behind Dewan 15th Floor, 1502/1503/1504, DLH Park , S.V.
Shopping Centre, S V Road, Jogeshwari (W), Road, Goregaon(West),
Mumbai - 400 102. India Mumbai - 400 104, India
www.bobfinancial.com
CIN: U65990MH1994GOI081616
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CONTENTS
Particulars Page No.
1. Notice of AGM 1
2. Directors' Report 2
3. Independent Auditor's Report 38
4. Comments of C&AG 48
5. Balance Sheet 49
6. Profit & Loss Account 50
7. Cash Flow Statement 51
8. Notes forming part of the Financial Statements & Significant Accounting Policies 53
9. Proxy Form (MGT-11) 122
10. Route map to the AGM venue 123
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NOTICE
Notice is hereby given that the 27th Annual General Meeting of the Shareholders of BOB Financial Solutions
Limited will be held on Tuesday, 28th September 2021 at 11.00 A.M. at Jeevan Meeting Room, Ground Floor,
Baroda Corporate Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, to transact the following
business.
ORDINARY BUSINESS
1. To receive, adopt and consider the Annual Financial Statements for the financial year ended 31st March
2021 and Report of the Board of Directors, Auditors and Comments of the Comptroller and Auditor General
of India thereon.
2. To appoint a Director in place of Ms. Archana Pandey (DIN 08089545), who is retiring by rotation and being
eligible, offers herself for reappointment.
3. To consider and if thought fit, to pass with or without modifications, the following resolution as ORDINARY
RESOLUTION:-
“RESOLVED THAT pursuant to Section142 r/w 139(5) of the Companies Act, 2013, the Board of Directors of the
Company be and is hereby authorized to fix the remuneration of such Auditors of the Company, as may be appointed/
reappointed by the Comptroller and Auditor General of India (C&AG) for the financial year 2021-2022.”
BY ORDER OF THE BOARD
For BOB Financial Solutions Limited
[Sanjiv Chadha]
Place: Mumbai Chairperson
Date: 10.08.2021 (DIN: 08388448)
Registered Office :
2nd Floor ‘Baroda House’
Behind Dewan Shopping Centre
S.V. Road Jogeshwari (W)
Mumbai – 400 102.
NOTES
A MEMBER ENTITLED TO ATTEND AND VOTE IN THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A Proxy form, in order to be effective, must be deposited at the registered office of the Company not less than forty eight hours
before the commencement of the aforesaid meeting.
Members are requested to intimate to the Company, changes, if any, in their registered addresses, nomination, power of attorney
etc. at an early date, in case of shares held in physical form.
Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Office of
the Company on all working days, between 11.00 a.m. and 1.00 p.m. up to the date of the Meeting.
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DIRECTORS’ REPORT
TO THE MEMBERS
Your Directors have pleasure in presenting their 27th Annual Report of the Company along with the Audited
Financial Statements for the Financial Year ended March 31, 2021.
CORPORATE OVERVIEW:
The Company is a Systemically Important Non Deposit taking Non-Banking Financial Company (‘NBFC’) as
defined under section 45-IA of the Reserve Bank of India (‘RBI’) Act, 1934. Its core business is Credit Card
issuance. It also provided support to Bank of Baroda by carrying out its Merchant Acquiring Operations.
During FY 20-21, the Company’s performance was resilient amidst the challenges posed by the pandemic.
The Company focused on offering digital solutions to customers helped it to serve customers digitally. The
Company continued its various operations from 100+ locations.
The commercial papers issued by your Company had received rating of CRISIL A1+ from CRISIL and IND A1+
from India Ratings. During FY 2020-21, the Company also issued unsecured debentures which have been
rated ‘AAA Stable Outlook’ and ‘ICRA AAA with Stable Outlook’ by India Ratings and ICRA Limited and listed
on BSE. The Company also adopted Ind-AS post listing of its commercial papers and NCDs in compliance with
applicable regulations.
FINANCIAL HIGHLIGHTS FOR F.Y.2020-21:
Following was the Financial Performance of your Company for the year ended 31st March 2021:
(Amount in Rs. Cr.)

Particulars 2020-21 2019-20
Total Revenue 366.27 325.67
Total Expenses (including exceptional and prior period items) 388.80 376.88
Profit / (loss) before Tax (22.53) (51.21)
Tax expenses (12.93) (8.16)
Profit / (loss) after Tax (9.46) (43.54)
CRAR 19.61% 31.50%
EPS (Rs.) (0.54) (2.49)
FINANCIAL PERFORMANCE [FY 2020-21]:
 Total revenue for the F.Y. 2020-21 increased by 12.47% to Rs.366Cr as against Rs.326 Cr in the preceding F.Y.
2019-20 primarily driven by Increase in Credit Card Business on account of increase in card base.
 Total expenses at Rs.388.80 Cr marginally increased by 3.16% as compared to Rs. 376.88Cr in the preceding
F.Y. 2019-20. This increase in cost is less than the increase in total income in the same period.
 Loss before Tax (LBT) for the F.Y. 2020-21 (Rs. 22.53 Cr) has shown a 56% progress as against (Rs. 51.21Cr)
in the preceding F.Y. 2019-20, on the back of improved revenues.
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PERFORMANCE OVERVIEW [FY 2020-21] :
Credit Card Business:
Increase in revenue in Credit card business by Rs. 63.25Cr (42.0%) mainly driven by higher income on the
back of higher card base. Despite the increase in revenues, the Loss before Tax increased by Rs. 3.53Cr due to
increase in provision for receivables largely due to moratorium availed accounts.
Merchant Acquiring Operations:
Decrease in revenue in Merchant acquiring business by Rs. 20.61Cr (13.3%) mainly on account of decrease in
MDR income, POS rental income due to lockdown partially setting off by increase in Service charges from BOB
based on agreed SLA resulted into an increase in Profit by Rs. 34.89Cr during FY 20-21.
Debit Card Operations:
Reduction in revenue Debit card operations by Rs. 1.67Cr (20.0%) and PBT by Rs. 1.38Cr (41.1%) compared
to FY 19-20 driven by reduction in card issuance and also, BFSL has handed over the complete Debit card
operations comprising of international and RRB portion back to the bank on 31 Dec 2020.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year ended 31st March 2021, as prescribed under the
extant Master Directions-Non Banking Financial Company – Systemically Important Non-Deposit taking
company and Deposit taking company (Reserve Bank) Directions, 2016 read with SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the annual
report.
SHARE CAPITAL:
During FY 2020-21, the Company has increased its authorized share capital from Rs.200 crores to Rs.400 crores.
There was no change in the Company’s issued, subscribed, and paid-up equity share capital during the year.
RESERVES:
Due to loss, the Company has not transferred any sum to Statutory Reserve in compliance with the Section
45-IC of the Reserve Bank of India Act, 1934 for F.Y. 2020-21.
DIVIDEND:
With a view to conserve internal resources and meet the growth & transformation initiatives, your Directors do
not propose to recommend any dividend during the year under review.
DEPOSIT:
The Company has neither invited nor accepted any deposits from the public during the F.Y.2020-21 and has
no plans in near future. Prior approval of Reserve Bank of India will be obtained for acceptance of deposits, if
any, in future.
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PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
During F.Y.2020-21, the Company has not given any loans or guarantees to any other body corporate.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during F.Y.2020-21.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
No adverse material changes have occurred or commitments made after 31st March, 2021 which may affect
the financial position of the Company or require disclosure.
DETAILS OF APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No application was made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
Major Initiatives Taken :
Key Business Highlights
1. The Company issued a total of 2.56 lakh new credit cards in FY2020-21; which was 2.59% higher than FY
2019-20 despite the impact of the COVID-19 pandemic.
2. The Company issued more than 1.16 lakh new credit cards in Q4FY2020-21, almost 17 times more than
the 7,000 cards issued in Q1FY2020-21, underscoring the resolve to beat the negative economic impact of
COVID19 pandemic through technology, integration with BoB and proper planning.
3. The Company was among the Top 5 Credit Card issuers for March 2021 by issuing more than 55,000 new
cards
4. The Company launched 3 cobranded credit cards with esteemed professional institutions namely The
Institute of Chartered Accountants of India (ICAI), The Institute of Cost & Management Accountants of
India (ICMAI) and The Institute of Company Secretaries of India (ICSI). The Company had a very good
engagement with all these institutes and also sourced quality cards.
5. The Company launched its super premium credit card, Eterna, for Baroda Radiance and other high net
worth customers. This card has added a new dimension towards engagement with HNI segments.
6. The Company launched Swavlamban, an invitation only credit card for first-time cardholders for employees
of corporate and SME clients of Bank of Baroda.
7. The Company saw an increase of 51% in BoB credit cards spends amounting to Rs. 3,400 cr. in FY2020-21 as
compared to previous year. This increase in spends was facilitated by relevant merchant offers depending
on the COVID related restrictions. As customers preferred to shop online, the Company focussed on
e-commerce offers and included categories like Healthcare, Education and OTT Platforms in addition to
others.
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8. The Company offered new partnership with brands like CRED, JioMart along with Amazon, Flipkart,
Myntra and focussed on pre-purchase as well as post-purchase EMIs which helped to create unique value
propositions for its customers.
9. The Company enhanced its Social Media presence by way of Facebook and Instagram pages and YouTube
channel, for customer education and continuous engagement on its products and services.
Technology
The Company had made significant progress in its technology initiatives to strengthen its technology and data
security capabilitites and emerge as a leading digital player among the various credit card issuers. Some of the
key enablers are enumerated below:
1. The Company has selected First Data India Pvt. Ltd. as its technology partner for its Core Credit Card
Platform Refresh.
2. The Vision Plus implementation project was kicked-off during FY 2020-21
3. The Company chose Enterprise Service Bus (ESB), an IBM product, to build an Enterprise wide robust
Integration layer.
4. The Company had rolled out Jocata Grid, with all existing Business Rule Engine (BREs) in production and
started using the new platform and aiming to sunset existing Card Origination System (COS) provided by
TransUnion
7. The Company digitized the Customer DIY journey with revised flow integrated with E-sign
6. The Company introduced SMS Banking Service with self-serve options like Balance Inquiry, Card Blocking
, Reward points, Last Statement Inquiry, open domestic e-commerce limit to enhance service level .
7. The Company became the 1st Card Issuer to offer Credit Card Bill Payment facility for its credit cardholders
through BBPS (Bharat Bill Pay) provided by NPCI.
The Company continued to work with Bank of Baroda to integrate with their various channels such as:
 UPI
 Bank of Baroda Mobile Banking – MConnect
 Bank of Baroda Net Banking and WhatsApp Banking
8. The Company had gone live with Central KYC project in compliance with applicable regulations.
9. The Company implemented a Full Fledged Contact centre along with IVR with CRM Dept. to provide a
better customer experience.
10. The Company implemented the following tools as part of its InfoSec initiatives:
- Managed Detection and Response (MDR) - an advanced managed security service that provides
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threat intelligence, threat hunting, security monitoring, incident analysis, and incident response.
- Endpoint Detection & Response (EDR) - a proactive approach to security that monitors endpoints
in real time and hunts threats that have infiltrated a company’s defences.
- Email Security - different procedures and techniques for protecting email accounts, content, and
communication against unauthorized access, loss or compromise. Email is often used to spread
malware, spam and phishing attacks.
- Mobile Device Management (MDM ) - tool for visibility and control required to secure, manage and
monitor any corporate-owned or employee-owned devices that access corporate data .
- Data Loss Protection (DLP) – to provide a centralized management framework designed to detect
and prevent the unauthorized use and transmission of BFSL confidential information. DLP protects
against mistakes that lead to data leaks and intentional misuse by insiders, as well as external attacks
to BFSL information
11. The Company had set-up full-fledged IT Infra setup in the month of December 2020 for its new back office
at Goregaon.
12. The Company had upgraded Production environment to manage increasing load of new issuances,
transactions. This helped the Company in reducing its overall processing time significantly.
Recovery Management
The Company created strategies for repayment at various stages from when customer has missed the payment
due date. The Company created further segments using the collections scorecards and other variables and
the output was passed on to the collections team for on tele calling/field activities. The frequency, mode and
verbiage of communication was decided based on the segmentations.
The Company deployed the following measures for optimum collections strategies deploying rational cost
based approaches:
• IVR based pre-recorded calling in multiple languages
• Dialer based calling for high risk cases right from the due date
• Portfolio segmentation based collection allocation and payouts
• ChatBot to help customers get flexibility on repayment plans
• Bureau Amnesty schemes for old NPA cases willing for clearing their dues
Operations & Risk Management
The Company implemented various portfolio management activities based on the Risk and Credit Quality
Management tools in view of the impending COVID pandemic and the loss of economic activity caused by
the same. These activities and programs heavily leveraged the Credit Bureau information in addition to the
behavioural data on our own system:
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a) The Company segmented Portfolio Segmentation and Management Using scorecards and other account
behavior metrices, portfolio. These segments offered a better risk grading compared to individual scorecards
since it had an overlay of non-score parameters. The Company created more granular microsegments and
took a number of portfolio actions on higher risk segments such as credit limit reductions, authorisation
blocks as well as declining potentially higher risk transactions.
b) The Company undertook cross-sell & authorization credit expanding activities on the portfolio based on
portfolio segments. In addition to permanent increase in exposure, temporary increase in exposure, the
Company also took by means of risk based over limit authorization to allow customer convenience and
generate fee-based revenue.
c) The Company created Account Management Detailed policies and processes for end to end management
of the account by means of a comprehensive services policy. The primary objective of these policies was
to respond to queries in a timely and accurate manner and resolve disputes expediently. These policies
covered security checks at call center/website, account modification activities (address/contact detail
change), customer-initiated requests, card renewals, add-on card, card upgrade, reversal of charges,
bureau reporting, dispute/fraud chargeback among others.
(d) The Company leveraged heavily on technology wherein bulk of the policies and processes were automated
with self-service channels for customers. These processes had been created to simplify the customer
journey for fulfilment of customer requests. The Company also ensured that all account management
policies adhere to regulatory guidelines with respect to KYC norms, customer consent etc.
Customer Service:
The Company provided prompt and courteous service to customers as a major focus area for not only emerging
as a consumer friendly organization, but also helping in retaining quality customers. Quick grievance redressal
approach had resulted in high level of customer satisfaction and response.
The Company offered a full-fledged Contact Centre with an intelligent interactive IVR & and a customer
self-service portal (https://online.bobfinancial.com) (https://merchant.bobfinancial.com), to facilitate credit
cardholder/merchants with the following facilities through a one-time self-registration process:
Credit Card Section Merchant Section
 profile view  profile view
 download card statements  download payment report
 payment of card dues online  view payment hold and release summery
 view unbilled / unsettled transactions
 view payment history and many more
 EMI Conversion
 Reward Point Redemption
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 Card Blocking
 Card Replacement
The Company also provided facility of ‘Insta Pay’ feature in Company’s website in order to offer easy payment
mode to the customers without registration/login at portal.
During FY 2020-21, the Company continued its efforts for KYC upgradation process for better customer reach.
The Company continued to review all processes and procedures as well as policies that impacts customer
satisfaction, to improve the efficiency and productivity of the available resources available/ improve the
response time to customer queries/requests/complaints.
During FY 2020-21, the Company undertook various initiatives to enhance customer experience (e.g. IVR,
E-Mandate, EMI on cards, green PIN, Chatbot, SMS based services, revamped website & customer service portal)
and to reduce customer service turnaround time( Robotics based solution, customer originations platform).
Marketing:
The Company’s ‘Year-in-Review’ barometer for FY 2020-21 showed some unprecedented record breakings,
digital transformation at greater heights, better choices that led to new growth levels and refreshed confidence
that successfully held all of us stronger against harsh COVID waves.
We all were given an unimaginable life in 2020. No parts of it were in the pipeline that’s a reality now, the
#NewNormal. And at BOB Financial, this #NewNormal wasn’t normal at all. We continued to be mindful of
our Ethos: Listening, Innovating and Transforming. Our social media channels with festive communication
campaign, “Khushiyon Ki Unmasking” were launched during the year. We remained connected through various
visually appealing content and drove customer engagement by offering an amazing bouquet of deals on
aspirational and innovative products to our customers,.
2020 Big Moments
 Launched Social media channels to make delightful customer engagements
 5 new products helped us to foray into new markets
 Instant SMS service gave us happy customers
 Alliances with leading brands in different categories gave more reasons to celebrate
With the above accomplishments, calling 2020 a year of transformation is an understatement! And with this
new perspective, the evolved habit of introspection and this new enthusiasm, we are having ambitious targets
for the growth of the Company.
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DIRECTORS /KEY MANAGERIAL PERSONNEL (KMPs):
At the last Annual General Meeting of the Company, held on 28th September, 2020, the members had
approved the appointment of Shri Rajneesh Sharma (DIN 07170440) who was retiring by rotation and offered
himself for reappointment.
Following changes in the office of Directorship of the Company have taken place during FY 2020-21:
 Shri O.K. Kaul (DIN 07285258) resigned as Director of the Company w.e.f from 1st April, 2020 due to his
superannuation from the services of Bank of Baroda. The Board noted and confirmed the cessation of
Shri O.K. Kaul from the post of Director of the Company w.e.f closing hours of 31st March, 2020 (effective
01.04.2020) in its meeting held on 20th May, 2020. The Board recorded its appreciation for the valuable
services rendered by Shri O.K. Kaul during his tenure as Director of the Company and expressed its
gratitude for the same.
 Shri Sanjiv Chadha (DIN 08607009) had been appointed as Chairperson and Nominee Director (Non
Executive) of the Company w.e.f 1st May 2020 by the Board of Directors vide circular resolution dated 24th
April 2020.
 Shri Manish Banerjea ceased to act as the Managing Director & CEO of the Company post completion of
his tenure w.e.f. from the closing hours of 5th June, 2020. The Board in its meeting held on 4th June, 2020
recorded its appreciation for the valuable services rendered by Shri Manish Banerjea during his tenure as
Managing Director & CEO of the Company and expressed its gratitude for the same.
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 Shri Shailendra Singh (DIN 08751442), was appointed as an Additional Director and subsequently
appointed as Managing Director & Chief Executive Officer (Key Managerial Person) with effect from 6th
June, 2020 by the Board of Directors in their meeting dated 4th June, 2020 for a period of 3 years w.e.f 6th
June 2020.
 Shri Rajneesh Sharma (DIN 07170440) resigned as a Director (Non Executive) of the Company with effect
from 10th November, 2021.
 Shri Purshotam (DIN 08504005), was appointed as an Additional Director and subsequently appointed
as Director with effect from 11th November, 2020 by the Board of Directors in their meeting dated 10th
November, 2020.
 Shri K. Satyanarayana Raju (DIN 08607009) resigned as a Director (Non Executive) of the Company with
effect from 9th March, 2021.
Chairperson
On the basis of declarations given by the independent directors to the Company that they meet the criteria of
“Independence” as per the provisions of Section 149(6) of the Companies Act, 2013, the Board is of the opinion
that the independent directors possess integrity, expertise and experience (including proficiency).
KEY MANGERIAL PERSONNEL (KMPs):
In terms of Sec 203 of the Companies Act 2013, the details of KMPs as on 31/03/2021 are as under:-
Name Designation
Shri Shailendra H. Singh Managing Director & CEO
Ms. Pooja Karnani Chief Financial Officer
Ms. Deepashri Cornelius Company Secretary
CORPORATE GOVERNANCE:
The Company maintained its commitment to achieve high standard of corporate governance. The Company is
in compliance with all applicable norms as are in force from time to time.
BOARD OF DIRECTORS:
a. Board Meetings
The Board met at least once in every quarter. Notices of the meetings were sent well in advance along with
a detailed agenda and supporting documents. Five Board Meetings were held during F.Y. 2020-21.
Sr. No. Quarter Date of Meeting

1 April – June May 20, 2020 & June 4, 2020
2 July – September September 1, 2020
3 October – December November 10, 2020
4 January – March February 16, 2021
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b. Directors attendance record
Attendance record of the Directors for the Board Meetings held during F.Y.2020-21 is as under:
Directors No. of Board Meetings held/ Last AGM Attendance

attended during his/her
tenure (28/09/2020)
Shri Sanjiv Chadha 5/4 Present
Shri Vikramaditya Singh Khichi 5/5 Present
Shri Rajneesh Sharma 3/2 Present
Shri Atul Malik 5/5 Absent
Prof. Sharad Sarin 5/5 Absent
Ms Archana Pandey 5/4 Absent
Shri Purshotam 2/2 Not applicable
Shri Manish Banerjea 2/2 Not applicable
Shri K.S. Raju 5/5 Absent
Shri Shailendra Singh 3/3 Present
The Composition and other required details of the Board of Directors as on March 31, 2021 are given below:
Names Category Designation With Effect From

Shri Sanjiv Chadha Nominee Director Chairperson 01.05.2020
(Non Executive Director)
Shri Vikramaditya Singh Khichi Nominee Director Director 14.03.2019
(Non Executive Ditrector)

Shri Atul Malik Independent Non-Executive Director 21.07.2017
Director
Prof. Sharad Sarin Independent Non-Executive Director 19.09.2017
Director
Ms. Archana Pandey Non-Executive Director Director 22.03.2018
Shri Purshotam Non-Executive Director Director 11.11.2020
Shri Shailendra Singh Executive Director Managing Director & 06.06.2020
CEO
COMMITTEES OF THE BOARD
Currently, there are 3 Board Committees – the Audit & Risk Management Committee, the Human Resources
and Nomination & Remuneration Committee and the Corporate Social Responsibility (CSR) Committee. The
terms of reference of the Board Committees are determined by the Board from time to time. Meetings of
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each Board Committee are convened by the respective Committee Chairperson. Matters requiring the Board’s
attention/approval, as emanating from the Board Committee Meetings, are placed before the Board by the
respective Committee’s Chairperson. The role and composition of these Committees, including the number of
meetings held during the F.Y. and the related attendance, are provided below.
A. Audit and Risk Management Committee:
The Audit & Risk Management Committee of the Board is interalia responsible for (including terms in
consonance with Section 177 of the Companies Act, 2013):
1. Recommendation for appointment, remuneration and terms of appointment of auditors of the
Company;
2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
3. Examination of the financial statements and the auditors’ report thereon;
4. Approval or any subsequent modification of transactions of the Company with related parties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the Company, wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Monitoring the end use of funds raised through public offers and related matters.
9. Evaluation of potential external/internal threats/risks (existing or likely) to the Company.
10. Review and Monitor the implementation of various risk measures
11. Review of the functions of Risk Management Department.
12. Take decisions on matters as may be referred to it from time to time by the Board.
The existing constitution of Audit & Risk Management Committee is as under:-
Sr. No. Name Designation

1. Shri Atul Malik Chairperson
2. Prof. Sharad Sarin Member
3. Shri Purshotam Member
4 meetings of the said Committee were held during F.Y.2020-21. Audit & Risk Management Committee
meetings are usually attended by the Managing Director, Company Secretary, Chief Financial Officer, Chief
Risk Officer, Internal Auditors and representatives of the Statutory Auditors. Senior Executives of the Company
are invited to participate in deliberations as appropriate.
The recommendations made by the Audit and Risk Management Committee of the Board during F.Y.2020-21
were mostly accepted by the Board. The details of meetings attended by the members of the said Committee
during the FY 2020-21 are given below:
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Directors Designation No. of Meeting held No. of Meetings
during his/her tenure attended
Shri Atul Malik Chairperson 4 4
Prof. Sharad Sarin Member 4 3
Shri Rajneesh Sharma* Member 3 3
Shri Purshotam# Member 1 1
* Shri Rajneesh Sharma ceased to be a Director of the Company w.e.f 10/11/2020 and consequently as a member of the ARMC
#Shri Purshotam was appointed as a member of the ARMC w.e.f 07/12/2020 vide circular resolution dated 03/12/2020 passed by the Board.
B. Human Resources and Nomination & Remuneration Committee (HR & NRC):
The HR & NR Committee is, inter alia, responsible:
1. To identify persons who are qualified to become Directors and who may be appointed in senior
management in accordance with this set criteria.
2. To recommend Board appointment and removal of such persons.
3. To specify the manner for effective evaluation of performance of Board, its committees and individual
directors to be carried out and review its implementation and compliance .
4. To formulate criteria for qualifications, positive attributes and independence of Directors.
5. To recommend to the Board policy relating to remuneration for Directors, KMP and other employees.
6. To review and provide recommendations on, including but not limited to, Designations, Organisation
& Grade Structure, Compensation Benchmarking with Annual Increment & Variables, Performance
Management System, LTI/ ESOP.
7. To review, monitor and make recommendations to the Board on human resource strategies/policies that
pertain to staffing, compensation, benefits, and related issues of strategic importance.
8. To review and provide recommendations to the Board concerning the approval or amendments to the
Human Resource policy.
9. To report its actions and recommendations, if any to the Board after each Committee meeting.
The existing constitution of HR & NRC is as under:-

1. Prof. Sharad Sarin Chairperson
2. Shri Atul Malik Member
3. Ms. Archana Pandey Member
4. Shri K.S. Raju# Member
* Shri K.S. Raju ceased to be a Director of the Company w.e.f 10/03/2021 and consequently as a member of the
HR&NRC
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5 HR & NRC Meetings was held during F.Y.2020-21. The details of the meetings attended by the members
during F.Y. 2020-21 are given below:

Prof.Sharad Sarin Chairperson 5 5
Shri Atul Malik Member 5 5
Ms. Archana Pandey Member 5 5
Shri K.S. Raju Member 5 4
All the recommendations (including circular resolutions), made by the Human Resources and Nomination &
Remuneration Committee were duly accepted by the Board during the year.
C. Corporate Social Responsibility (CSR) Committee:
The CSR Committee is, inter alia, responsible for formulating and monitoring the CSR Policy of the
Company. The Committee also has the responsibility to recommend annual CSR plan and budget of the
Company to the Board of Directors.
The existing constitution of CSR Committee is as under:-

1. Shri Rajneesh Sharma$ Chairperson
3. Shri K.S. Raju# Member / Chairperson
4. Shri Shailendra H. Singh& Member
$ Shri Rajneesh Sharma was designated as Chairperson vide resolution passed by the Board of Directors in its
meeting dated 20/05/2020 and ceased to be a Director of the Company w.e.f 10/11/2020 and consequently as
Chairperson / member of the CSRC
# Shri K.S. Raju was appointed as a member of the CSR Committee vide resolution passed by the Board of
Directors in its meeting dated 20/05/2020 and subsequently as Chairperson vide circular resolution dated
03/12/2020. He ceased to be a Director of the Company w.e.f 10/03/2021 and consequently as a member of the
CSRC
& Shri Shailendra Singh was appointed as a member of the CSRC vide circular resolution dated 03/12/2020
passed by the Board.
The CSR policy adopted by the Company is placed on the Company’s website at
https://www.bobfinancial.com/public-disclosures.jsp .
1 meeting of the CSR Committee was held during F.Y.2020-21. The details of this meeting attended by the
members during F.Y.2020-21 are given below:

Prof.Sharad Sarin Member 1 1
Shri Shailendra Singh Member 1 1
Shri K.S. Raju Chairperson 1 -
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For F.Y. 2020-21, your Company had carried forward from previous FY 2019-20 Rs.38.97 Lacs to various activities/
projects towards CSR. During FY 2020-21, your Company spent Rs.20.02 Lacs out of Rs. 38.97 Lacs. Majority part
of unspent amount consisted of ongoing projects. Considering the long lasting Covid effects/restrictions in FY
2020-21, basis the recommendations of CSR Committee, the Board of Directors has approved a carry forward
and disbursement of committed CSR funds (deposited in to a separate Bank Account” Unspent CSR Account
– BOB Financial Solutions Limited) amounting Rs.18.95 Lac to next FY 2021-22. All the recommendations/
approvals (including circular resolutions), made by the CSR Committee were duly accepted/noted by the
Board during the year.
As per statutory requirement, the Annual Report on CSR Activities for the year ended 31St March, 2021 is
enclosed as Annexure “A”
SHAREHOLDERS MEETINGS:
Annual General Meetings:-

Financial Year Date Time Venue Special Resolutions Passed, if
any
2019-20 28.09.2020 10.30 A.M. Jeevan Meeting Room , Ground Appointment of Shri Shailendra
Floor , Bank of Baroda , Baroda Singh as MD & CEO of the Company
Corporate Centre , Bandra Kurla and payment of remuneration
Complex, Bandra (E), Mumbai -
400051
2018-19 27.09.2019 2.30 P.M. Jeevan Meeting Room , Ground (i) Alteration in AOA by
Floor , Bank of Baroda , Baroda substituting clause pertaining
Corporate Centre , Bandra Kurla to tenure of appointment of
Complex, Bandra (E), Mumbai - independent directors
400051
(ii) Reappointment of independent
directors for a further period of 3
years
2017-18 31.08.2018 5.00 P.M. Meeting Room , 8-A, 8th NIL.
Floor, Bank of Baroda, Baroda
Corporate Centre, Bandra Kurla
400051
Extra-Ordinary General Meetings:-

Financial Year Date Time Venue Special Resolution(s) Passed
2020-21 18.11.2020 11.00 Jeevan Meeting Room , Ground (i) Increase in authorised share
A.M. Floor, Bank of Baroda , Baroda capital from Rs.200 crores to
Corporate Centre , Bandra Kurla Rs.400 crores
Complex, Bandra (E), Mumbai –
400051 (ii) Alternation of Cl. V of the
Memorandum of Association
(Capital clause)
15
15
2019-20 28.02.2020 10.30 Jeevan Meeting Room , Ground -
A.M. Floor, Bank of Baroda , Baroda
Corporate Centre , Bandra Kurla
400051
17.06.2019 2.30 P.M. 8A Meeting Room , 8th Floor, To consider borrowing approval
Bank of Baroda , Baroda up to Rs.1150 Crores.
400051
2018-19 14.03.2019 2.30 P.M Meeting Room , 8-A, 8th Floor To consider and approve
, Bank of Baroda , Baroda remuneration paid/ payable to
Corporate Centre , Bandra Kurla Shri Manish A Shah, Managing
Complex, Bandra (E), Mumbai – Director and Chief Executive
400051 Officer of the Company for FY
2018-19 in view of inadequate
profit /loss as per Schedule V of
the Companies Act, 2013.
21.04.2018 10.00 5th Floor , Baroda Sun To consider and approve
A.M remuneration paid/ payable to
Tower , Bank of Baroda , Bandra Shri Manoj Piplani, Managing
Kurla Complex , Bandra (East), Director and Chief Executive
Mumbai- 400051 Officer of the Company for FY
2017-18 in view of inadequate
profit /loss as per Schedule V of
the Companies Act, 2013.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors, to the best of their
knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and
proper explanations provided relating to material departures, if any;
(ii) such accounting policies have been selected and applied consistently and judgments and estimates made
that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at
the end of the Financial Year and of the profit of the Company for that period;
(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, have been taken for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) the annual accounts for the financial year ended 31/03/2021 have been prepared on a going concern
basis;
16
(v) proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
BOARD EVALUATION:
As per the provisions of Section 134(p) r/w section 178 of the Companies Act 2013 a formal evaluation by the
Board of its own performance and that of its Committees and Individual Directors have been carried out for
FY 2020-21.
For FY 2020-21, a separate Independent Director’s Meeting was also held on 11th February, 2021.
The Board believes that all Directors upheld highest standards of integrity, adhered to Company’s code
of conduct, made constructive and effective contribution at meetings and generally carried out their
responsibilities well in the interest of the Company and its stakeholders.
INFORMATION PURSUANT SECTION 197 OF THE COMPANIES ACT, 2013 R/W RULES 4 & 5 OF THE
COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
a. MANAGERIAL REMUNERATION:
The total managerial remuneration (including sitting fees) paid to the Managing Director and other Directors
during F.Y.2020-21 exceeded the prescribed limit as per the applicable provisions of the Companies Act,
2013. However, the Members have accorded their approval for remuneration paid/payable to Shri Manish
Banerjea (DIN 08623335) and Shri Shailendra Singh (DIN 08751442), holding the position of Managing
Director & Chief Executive Officer of the Company during FY 2020-21 in the Annual General Meeting dated
28.09.2020.
b. PARTICULARS OF EMPLOYEES:
None of the employees draws salary more than the prescribed limit requiring disclosure in this report.
None of the employees holds any equity share of the Company.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY :
In terms of section 134 of the Companies Act, 2013, the Company has an internal control system, commensurate
with the size, scale and complexity of its operations. The internal controls ensure that all assets are safeguarded
and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded
and reported correctly.
The key elements of internal control systems of the Company are as follows:
 Clearly defined organization structure and limits of authority.
 Well defined key responsibility areas and key performance indicators at various levels.
 Appropriate information flow to facilitate effective monitoring.
 Corporate policies for financial reporting, accounting, information security and corporate governance.
17
17
To maintain objectivity and independence, the adherence to internal controls and their adequacy is reviewed
by the Internal Auditors who report to the Audit & Risk Management Committee. For F.Y.2020-21, M/s Borkar &
Muzumdar, Chartered Accountants were appointed as Internal Auditors of the Company. The Internal Auditors
monitor and evaluate the efficacy and adequacy of internal control system, its compliance with operating
systems, accounting procedures and policies in the Company. Based on the report of internal auditors, process
owners undertake corrective action in their respective areas and thereby further strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit and Risk Management
Committee from time to time. During the year under review, the suggestions/observations of the Internal
Auditors in this regard were duly discussed at Audit & Risk Management Committee and appropriately
implemented by the Company.
A qualified and independent Audit & Risk Management Committee of the Board of Directors reviewed the
Internal Audit reports and the adequacy of internal control systems at quarterly intervals. The Company was
not required to maintain the cost records as per Section 148(1) of the Companies Act, 2013,
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
Based on the work performed by the internal, statutory and secretarial auditors and the relevant Board
Committees, the Directors are of the opinion that the Company has in place, adequate internal financial
controls with reference to financial statements, commensurate with the size and nature of the business of the
Company. During the year, such controls were tested and no reportable material weaknesses in the design or
operation were observed.
RISK MANAGEMENT:
As per Section 134(3) of the Companies Act, 2013, the Company undertakes regular review of its risk profile
and keeps the Board of Directors adequately informed about the risk profile and the measures identified to
mitigate such risks.
The Company originally had a “Risk Management Committee” constituted by the Board in its meeting dated
29th September, 2009, comprising of senior executives of the Company. However, basis the opinion of the Audit
Committee the said “Risk Management Committee” was discontinued and accordingly, the Audit Committee
was retitled as “Audit and Risk Management Committee” in September- 2017 and entrusted additional areas to
oversee potential external or internal threats to the Company and to review the functions of Risk Management
Department. The Company had constituted the Assets Liability Management Company (ALCO) consisting of
senior management personnel primarily for ALM processes in the Company. The Company had also constituted
a Product and Process Approval Committee (PPAC) to evaluate proposed products and processes in pre-launch
phase post initial risk evaluation.
SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN

AND COMPANY’S OPERATIONS:
To the best of our knowledge, the Company has not received any such orders from regulators, courts or
tribunals during the year which may impact the going concern status of the Company or its operations in
future.
18
ANNUAL RETURN:
Pursuant to Section 92 (3) and 134(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the Company can be accessed on the Company’s website
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNINGS, AND OUTGO:
The particulars relating to Conservation of Energy, technology absorption, foreign exchange earnings and
outgo required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 r/w Rule 8 (3) of the
Companies (Account ) Rules 2014, are given below:
A. Conversation of energy:
i. Steps taken or impact on conservation of energy :
The Company is in the business of Card Issuance, Operations & Transaction Settlement Services. The
nature of business is purely service oriented.
The Company’s activities do not require substantial energy consumption. However the Company
continues to lay emphasis on reducing energy consumption by constantly monitoring the
consumption and taking steps to reduce wasteful use of energy.
As a measure of energy conservation, the Company had taken the following steps:
 Replaced legacy IT equipment with low energy consuming devices.
 Made necessary arrangement to work from home using Laptops instead of Desktops during
pandemic and helped conserve electricity
B. Technology absorption:
i. Efforts made towards technology absorption:
The Company offered a customer self-service portal in order to facilitate credit card holders/ merchants to
make payment and track/review their transaction details online. An ‘Insta-pay‘ feature on the Company’s
website facilitated easy payment mode to the customer.
The Company introduced SMS Banking Service with self-serve options like Balance Inquiry, Card Blocking,
Reward points, Last Statement Inquiry, open domestic e-commerce limit to facilitate effective contactless
service.
The Company also introduced various alternative and easy modes of Payment channels like BBPS, Pay
using SMS link to promote contactless payments through online modes. The hard copy statements had
been reduced significantly following a ‘GO GREEN’ drive.
The Company also promoted “GREEN PIN” (online generation of PIN through self-service portal)
functionality, under which, the customers are requested to generate online PIN through self-service portal
instead of sending the physical PIN mailer.
19
19
ii. Benefits derived like product improvement, cost reduction, product development or impact substitution:
The above technology initiatives helped the Company in:
 reducing cardholder complaints pertaining to bills not received
 saving time & energy of customers in making payment
 reduction of dispatch cost of hard copies of the bills and PIN mailers
iii. The expenditure incurred on Research and Development : Nil
C. Foreign exchange Receipts and outgo:*
The Foreign Exchange receipts represented actual inflows during F.Y.2020-21 and the Foreign Currency
expenditure represented outgo during the year in terms of actual outflows.
Activities in foreign currency :
The Company receives funds in foreign currency for settlement of international transactions. The Company
gets debited towards settlement agency charges in foreign currency.
(Amount in Rs. millions)
Particulars F.Y. 2020-21 F.Y. 2019-20

Foreign Exchange Income: 29.72 45.92
(Income from Debit Card International Operation,

currency)
Expenditure in foreign currency (Scheme Charges) 263.96 181.92
*The information on Foreign Exchange receipts and outgo is also furnished in the Note No.42 in the Notes to
Accounts under the heading “Expenditure in Foreign Exchange”.
RELATED PARTY TRANSACTIONS:
There have been no material transactions with Directors or the Key Management Personnel and their relatives
during F.Y.2020-21 that could have potential conflict with the interest of the Company.
To the best of our knowledge, all related party transactions, with Bank of Baroda (holding company) and/or its
other subsidiaries/associates during F.Y.2020-21 were on an arm’s length basis and in the ordinary course of
business. The particulars of contracts/arrangements entered into with related parties are disclosed in AOC-2,
appended as an Annexure B to this Report.
All related party transactions are placed before the Audit and Risk Management Committee and the Board for
their approval. Transactions with related parties, as per the requirements of Ind-AS, are disclosed to the notes
to accounts annexed to the financial statements.. The latest policy on related party transactions is available on
our website at https://www.bobfinancial.com/public-disclosures.jsp
20
STATUTORY AUDITORS:
Statutory Auditors’ Report dated 11th May, 2021 on the financial statements of the Company for the financial
year ended March 31, 2021 is enclosed with the Financial Statements of the Company.
There was no observation, qualification, reservation or adverse remark made by Statutory Auditors under
provisions of Section 143 of the Companies Act, 2013.
For F.Y. 2020-21, the C&AG has issued a clean report, with no comments on the financial statements of the
Company (Copy of the same is forming the part of Annual Report).
AUDITORS’ REMUNERATION:
In accordance with Section142 r/w section 139(5) of the Companies Act, 2013, the remuneration of Statutory
Auditors is required to be fixed by the Company in its Annual General Meeting. Accordingly, an Ordinary
Resolution will be proposed at the forthcoming Annual General Meeting seeking approval for the remuneration
recommended by the Board and further authority for the Board to finalize with the Statutory Auditors re-
appointed by the Comptroller and Auditor General of India (C&AG) for the F.Y.2021-22
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has duly complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).
SECRETARIAL AUDIT:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Management Personnel) Rules, 2014, the Board had appointed M/s. Hemanshu Kapadia &
Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company for
F.Y.2020-21.
There was no observation, qualification or reservation made by the Secretarial Auditors of the Company. The
detailed report of the Secretarial Auditors is appended as an Annexure C to this Report.
VIGILANCE MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy. and a Vigilance Policy. The mechanism under these Policies has
been communicated within the organisation. The objective of this mechanism is to eliminate and help to
prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests
of the Company and to ensure that whistleblower is protected. The Company has appointed a Chief Vigilance
Officer (Chief Manager from BOB) for the purpose of reporting, enforcing and monitoring the Vigilance Policy
and Whistle Blower Policy. No complaints were received by the Company during FY 2020-21.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company follows the fit and proper criteria as laid down by RBI Directions and the Nomination and
Remuneration Policy of the Company laid down under Section178(2)&(3) of the Companies Act, 2013 and RBI
Directions / circulars for appointment of Directors. The Human Resources & Nomination and Remuneration
Committee of the Board recommends the appointment / re-appointment of a Director on the basis of
satisfactory compliance of fit and proper criteria.
21
21
INFORMATION PURSUANT RULE 14 OF THE SEXUAL HARASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) RULES, 2013:
The Company has duly constituted Internal Committee in compliance with the provisions of section 4 of the
“Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and the Rules
there under. The Committee is inter alia responsible to inquire into sexual harassment complaints by aggrieved
women and recommend appropriate action.
During the year, under review, the Company had received 1 complaint of sexual harassment in March 2021
which was disposed off within the prescribed timelines.
ACKNOWLEDGMENT:
The Board of Directors acknowledge with gratitude the utmost co-operation and support extended by Bank of
Baroda, Visa / Master Card International/NPCI, Service Providers, Merchant Establishments, Statutory & Internal
Auditors, Comptroller and Auditor General of India, Reserve Bank of India, BSE and all the valued customers
and expect their continued support and patronage in future too.
Your Directors wish to place on record their deep appreciation for the dedicated service rendered by employees
at all levels, enabling the Company to help achieve its growth plan during the year.
FOR AND ON BEHALF OF THE

BOARD OF DIRECTORS OF
BOB FINANCIAL SOLUTIONS LIMITED
[Sanjiv Chadha]
Date: 10.08.2021 Chairperson
Place: Mumbai. (DIN 08368448)
22
INDUSTRY STRUCTURE & DEVELOPMENTS
The number of Credit Card issuers in India reduced from 32 (March 2020) to 31 (March 2021).
• 5 issuers as of March 2020 were not part of the March 2021 list due to zero cards issuance from December
2020 onwards and amalgamation with other banks, thus not part of the March 2021 list
• 4 new credit card issuers were added during FY 20-21
The number of credit cards grew approximately 7.5% from 5.77 cr. as of March 2020 to 6.20 cr. as of March 2021.
The growth was muted due to the ongoing COVID19 pandemic as well as the regulatory restriction on certain
issuer for new credit card acquisition (in force from November 2020).
The Company grew at a rate of 38% (from 4.68 lakhs to 6.45 lakhs in comparison to industry. The Company
ranked 14th in terms of number of cards as of March 2021 the market share increased to 1.04% as of March
2021 from 0.81% as of March 2020. The Company was among the Top 5 issuers of new credit cards in March
2021.
In terms of spends, there was a decrease of 14% in the overall industry from Rs. 7.4 lakh cr during to Rs. 6.3 lakh
cr during FY 2020-21 compared to FY 2019-20. The credit card spends were significantly impacted due to the
nationwide lockdown to contain the COVID19 pandemic.
In contrast, there was a growth of 29% in the credit card spends of the Company from Rs.2,609 cr. to Rs.3,376
cr during the same period. The Company ranked 13th (out of 31 Credit Card issuers) as of March 2021, in terms
of credit card spends; and the market share of the Company stood at 0.64%, up from 0.42% as of March 2020
The Company exhibited significant growth from FY 17-18 to FY 20-21 across the following key business metrics:
• Number of credit cards of more than 5x (from 1.25 lakhs to 6.45 lakhs)
• New acquisition in a Financial Year of more than 18x (from 14K to 256K)
• Spends in a Financial Year of 3.4x (from approx. Rs. 1,000 cr. to Rs. 3,400 cr.)
The challenges brought about by the pandemic also fast-tracked product and process innovations, 100%
digital origination and Fintech activity around product innovations like Buy Now Pay Later (BNPL) being
among the most noticeable ones.
OPPORTUNITIES & THREATS

The Company had identified the following business opportunities and threats:
Opportunities :
• Lower Penetration of Credit cards vs other developing economies
• Massive evolution in digital payment ecosystem
• E-com symbiosis on instant gratification through subvention
23
23
Threats:
• Regulatory caps on interchange/ MDR
• Unsecured lending portfolio post pandemic
• Competition from BNPL/ UPI as insta payment products
- SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE
Please refer Note 38 of the audited financial statements for segment-wise performance.
OUTLOOK & RISKS AND CONCERNS
The Company had offered its customers moratorium on their credit card payable dues, in wake of RBI directions.
The Company had tracked on these customers post moratorium, and can see green shoots of repayments
emerging from locations which are going through Unlock.
In view of the COVID-19 pandemic, the Company had strengthened its Risk Management framework. The
Company attuned its risk management strategies and policies in line with the risks emanating out of unsecured
lending. The Company focussed on building its customer base through internal acquisitions, staff referrals and
targeting less vulnerable segments.
The Company revised its risk policies on credit line management with detailed individual/sector/ card limits,
covering multiple risk dimensions. The Company continued to offer digital payment methods in line with the
evolution in the payment systems across the industry in addition to the conventional methods of repayment.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Please refer “Internal Control Systems and their adequacy” section of the Board Report.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Please refer “Performance Overview (FY 2020-21)” section of the Board Report.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING

NUMBER OF PEOPLE EMPLOYED
SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE
The human resources function of the Company played an important role in the ‘Transformation Journey’ of BFSL,
by efficient deployment of human resources, consistent engagement and talent management. The Company
also introduced a hybrid work model to cope with the challenges of pandemic and focussed on connection
of all team members across India digitally on various platforms to keep everyone engaged and informed. To
align with the Company’s sourcing strategy of focus on Banca channel, a new organisation structure was rolled
out called “Unified Sales” which aimed at mirroring the Company’s sales presence in all 18 Zones & 148 regions
of the parent bank. The approach will go a long way in building synergy with Bank of Baroda and enable to
enhance the sales productivity. The Company added new human resources in Digital/IT/Product verticals to
bring suitable talent on board for upcoming software platform and ongoing digital initiatives of the Company.
24
The Company reinvented the learning & development model in order to provide thrust on knowledge
dissemination training, and virtual learning. This also helped the Company to scale up its learning offerings
to multiple team members across branches by overcoming challenges associated with traditional classroom
learning. The Company’s Learning team also got tremendous support from parent bank’s learning academy
and were able to do Banca training together to impart product knowledge to Bank officials across country.

[Sanjiv Chadha]
25
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Annexure “A”
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

FOR THE FINANCIAL YEAR 2020-21
[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate
Social Responsibility) Rules, 2014]
1. A brief outline on CSR Policy of the Company

In adherence to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors, upon the recommendations of its CSR Committee,
has adopted a Company policy on CSR.
The thrust areas of the policy are – promoting empowerment of woman and other weaker sections of
society, supporting education of under privileged children / girl child, sponsoring vocational education for
women, financial literacy, Disaster relief, conservation of environment, health care programs, contribution
to the prime minister national relief fund or any other funds of the government of India.
2. Composition of CSR Committee

The constitution of CSR Committee during FY 2020-21 was as under:-

1. Shri Rajneesh Sharma$ Chairman
3. Shri K.S. Raju# Member / Chairman
4. Shri Shailendra H. Singh& Member
$ Shri Rajneesh Sharma was designated as Chairman vide resolution passed by the Board of Directors in its meeting dated 20/05/2020
and ceased to be a Director of the Company w.e.f 10/11/2020 and consequently as Chairman / member of the CSRC
# Shri K.S. Raju was appointed as a member of the CSR Committee vide resolution passed by the Board of Directors in its meeting dated
20/05/2020 and subsequently as Chairman vide circular resolution dated 03/12/2020. He ceased to be a Director of the Company w.e.f
10/03/2021 and consequently as a member of the CSRC & Shri Shailendra Singh was appointed as a member of the CSRC vide circular
resolution dated 03/12/2020 passed by the Board.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved
by the board are disclosed on the website of the company.
The CSR policy has been uploaded on the website of the Company under web-link: https://www.
bobfinancial.com/public-disclosures.jsp
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of
rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach
the report)
Not applicable since the Company is having average CSR obligation less than Rs.10 crores in pursuant to
section 135(5) of the Act, in the three immediately preceding financial years.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial
year, if any
26
Not applicable since the Company had not spent amount in excess of requirement provided under sub-
section (5) of section 135 during FY 2020-21
Sr. No. Financial Year Amount available for Amount required to be

set-off from preceding setoff for the financial year,
financial years (in Rs) if any (in Rs)
Not applicable
6. Average net profit of the company as per section 135(5)

`Rs. in Lacs
F.Y.2017-18 (A) F.Y.2018-19 (B ) F.Y.2019-20 (C )
Profit before Tax 2095 605 (3494.85)

Add: Capital Expenses and loss on sale of - 0.45 7.40
Fixed Assets
2095 605.45 (3487.45)
Average Net Profit(A+B+C/3) (787)/3 = 262.33
7. (a) Two percent of average net profit of the company as per section 135(5)
NIL
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial
years. NIL
(c) Amount required to be set off for the financial year, if any NIL
(d) Total CSR obligation for the financial year (7a+7b-7c). NIL
8. (a) CSR amount spent or unspent for the financial year: NA
(b) Details of CSR amount spent against ongoing projects for the financial year: NA
(c) Details of CSR amount spent against other than ongoing projects for the financial year: NA
(d) Amount spent in Administrative Overheads: NIL
(e ) Amount spent on Impact Assessment, if applicable: Not applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): NIL
(g) Excess amount for set off, if any: NIL
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9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. No. Preceding Amount Amount Amount transferred to Amount

financial transferred to spent in the any fund specified under remaining to
year Unspent CSR reporting Schedule VII as per section be spent in
Account under Financial Year 135(6), if any. succeeding
section 135 (6) (in Rs.). Name Amount Amount financial years
(in Rs.) of the (in Rs) (in Rs) (in Rs.)
Fund
1 2019-20 - 6,78,000 - - - 38,97,000
2 2020-21 38,97,000 20,01,520 -- -- -- 18,95,780
9. (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial
year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sr. Project Name of Financial Project Total Amount Cumulative Status of
No. ID the Year in duration. amount spent on the amount the project
Project. which the allocated project in the spent -
project was for the reporting at the end of Completed
commenced project Financial reporting /Ongoing.
(in Rs.). Year Financial
(in Rs). Year. (in Rs.)
1. GWA Medical Camps 2019-20 Ongoing 5,35,000 85,000 195,000 Ongoing
and Health
awareness
sessions
2. AF (A) Cyber Sakhi 2019-20 Ongoing 4,00,000 1,28,,700 1,36,700 Ongoing
(B) Building
Digital 4,50,000 1,22,500 1,31,500
Guardian
3. SAC SAC 2020-21 Ongoing 7,92,300 5,63,320 5,63,320 ongoing
(special
coaching for
8th/9th and
10th Grade
Students).
4. Swacch Measures for 2020-21 one time 5,51,000 5,51,000 5,51,000 Completed
Bharat sanitation
Kosh
5. Clean Measures for 2020-21 one time 5,51,000 5,51,000 5,51,000 Completed
Ganga conservation
Fund of natural
resources and
maintaining
quality of water
TOTAL 32,79,300 20,01,520 21,28,520
Note: In addition to above Bharat ke Veer (One time) amounting Rs.7,45,000/- is pending for disbursement.
28
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created
or acquired through CSR spent in the financial year (asset-wise details).
(a) Date of creation or acquisition of the capital asset(s). NOT APPLICABLE
(b) Amount of CSR spent for creation or acquisition of capital asset. NOT APPLICABLE
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is
registered, their address etc. NOT APPLICABLE
(d) Provide details of the capital asset(s) created or acquired (including complete address and
location of the capital asset). NOT APPLICABLE
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as
per section 135(5)
Considering the long lasting Covid effects/restrictions in FY 2020-21, basis the recommendations of CSR
Committee, the Board of Directors had approved a carry forward and disbursement of committed CSR funds
(deposited in to a separate Bank Account” Unspent CSR Account – BOB Financial Solutions Limited) amounting
Rs.18.95 Lac to next FY 2021-22.
Shailendra H. Singh Purshotam

Managing Director & CEO Chairperson – CSR Committee
DIN: 08751442 DIN: 08504005
29
29
Corporate Social Responsibility Activities
30
31
31
Annexure “B”
FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8 (2) of the Companies (Accounts) Rules, 2014.)
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related
parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length
transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis. –

--------------------- NIL----------------------
2. Details of contracts or arrangements or transactions at Arm’s length basis (for the Financial Year
2020-21).
Sl. Name (s) of the Nature of contracts/ Duration of Salient terms of Amount
No. related party arrangements/ the contracts/ the contracts or paid as
& nature of transaction arrangements/ arrangements or advances,
relationship transaction transaction including if any
the value, if any
1 Bank Of Baroda Merchant Operations 3 years Management of merchant No
acquiring business by
(Holding the Company for the
Company) Bank. Arrangement is
for 3 years from the date
of agreement unless
terminated earlier in
accordance with the
terms of the executed
agreement.
2 Bank Of Baroda Advertisement Ongoing Income from Bank of No
Baroda for Advertising
(Holding Arrangement
Company)
3 Bank Of Baroda Fixed Deposits Ongoing Fixed Deposits No
(Holding
Company)
4 Bank Of Baroda Rent 5 years Rent Paid to Bank of No
Baroda for using its
(Holding premises.
Company)
5 Bank Of Baroda Short Term Borrowings Ongoing Regular arrangements of No
(Holding Credit Facility
Company)
32
Sl. Name (s) of the Nature of contracts/ Duration of Salient terms of Amount
No. related party arrangements/ the contracts/ the contracts or paid as
& nature of transaction arrangements/ arrangements or advances,
relationship transaction transaction including if any
the value, if any
6 Bank Of Income from Ongoing Income from Bank of No
Baroda(Holding Consultancy services Baroda for providing
Company) professional manpower
services.
Bank Of Royalty 3 years Royalty paid for usage of No

Baroda(Holding logo
Company)
Bank Of Direct Sales services Ongoing Direct sales services to be No
Baroda(Holding provided by Company’s
Company) personnel to promote
Bank’s asset products,
solicit customers and
maximize for the Bank in
various territories.
7 IndiaFirst life Gratuity fund Ongoing Contributions towards
Insurance gratuity fund.
limited
(Associate-Bank
of Baroda)
8 Baroda Asset Investment in Mutual Ongoing Investments in Units No
Management Funds of Mutual Funds as per
Company Investment Policy of the
(Subsidiary-Bank Company.
of Baroda)
Baroda Global Issuance & back-office Ongoing Processing of credit card No
Shared Services operations issuance and Customer
Limited service back office
(Subsidiary-Bank operations
of Baroda)
Sanjiv Chadha
[Chairperson]
(DIN : 08368448)
33
33
Annexure “D”
Form No. MR-3

SECRETARIAL AUDIT REPORT
For The Financial Year Ended 31St March 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
CIN: U65990MH1994GOI081616
2nd Floor, Baroda House
Behind Dewan Shopping Centre,
Jogeswari – West,
Mumbai- 400102
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by BOB Financial Solutions Limited (hereinafter called “the Company”).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents
and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion,
the Company has, during the audit period covering the financial year ended on the 31st March 2021 (“the Audit
Period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board-
processes and compliance - mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by
the Company for the financial year ended on 31st March 2021, according to the provisions of:
(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (”SCRA”) and the rules made thereunder;
(Not Applicable to the Company)
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent
of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. (Not
Applicable to the Company as it doesn’t have FDI or ODI)
34
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (”SEBI Act”):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; (Not Applicable to the Company)
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (Not
Applicable to the Company)
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018; (Not Applicable to the Company)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014; (Not
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f ) The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993;
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client; (Not Applicable to the
Company)
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not
Applicable to the Company) and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable
to the Company)
(vi) The Company has identified the following as industry specific law applicable to the Company:
RBI Circulars on Non-Banking Financial Companies (non-deposit accepting, systematically important) including
Master Direction - Non-Banking Financial Company - Systemically Important Non Deposit taking Company
and Deposit taking Company (Reserve Bank) Directions, 2016
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and as notified by the
Central Government, and
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of
the Board of Directors that took place during the period under review were carried out in compliance with the
provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, Committee Meetings, agenda
and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were
35
35
carried through with requisite majority and no dissenting views have been recorded.
We further report that there are adequate systems and processes in the Company commensurate with the
size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
We further report that during the financial year ended 31st March, 2021, the Company at the Extraordinary
General Meeting held on 18th November, 2020, has obtained the approval of its members to:
1. To increase the authorised capital from Rs. 200 crores to Rs. 400 crores.
2. To alter the Capital Clause in Memorandum of Association of the Company.
We further report that during the financial year ended 31st March, 2021, the Company has issued and allotted
500 unsecured, rated, listed, subordinated redeemable non-convertible tier-2 Debentures of face value of Rs.
10,00,000/- aggregating upto Rs. 50,00,00,000/-
We further report that during the Audit Period, there were no instances of:
(i) Public/Rights/Preferential issue of shares/sweat equity.
(ii) Redemption / buy-back of securities.
(iii) Merger /amalgamation /reconstruction, etc.
(iv) Foreign technical collaborations.
For Hemanshu Kapadia & Associates
Practicing Company Secretaries
Hemanshu Kapadia
Proprietor
C.P. No.: 2285
Membership No.: 3477
UDIN:F003477C000369326
Date: 25th May, 2021
Place: Mumbai
This report is to be read with our letter of even date which is annexed as Annexure A and forms an
integral part of this report.
36
Annexure A
To,
The Members,
CIN: U65990MH1994GOI081616
Jogeswari – West,
Mumbai- 400102
Our report of even date is to be read along with the letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the contents of the Secretarial records. The verification was done on test basis to
ensure that correct facts are reflected in secretarial records. We believe that the processes and practices,
we followed provide a reasonable basis for our opinion. Further, due to COVID-19 restrictions, we had
limited physical access to the documents and have relied on the documents provided by the Company
through electronic mode.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of
the Company.
4. Where ever required we have obtained the Management representation about the compliance of laws,
rules and regulations and happenings of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is
the responsibility of management. Our examination was limited to the verification of procedures on test
basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.


Hemanshu Kapadia
Proprietor
C.P. No.: 2285
Date: 25th May, 2021
Place: Mumbai
37
37
Independent Auditor’s Report
To,
The members of BOB FINANCIAL SOLUTIONS LIMITED

Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of BOB FINANCIAL SOLUTIONS LIMITED (“the Company”),
which comprise the Balance Sheet as at 31st March 2021, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies and
other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013(“the Act”) in the
manner so required and give a true and fair view in conformity with accounting principles generally accepted
in India, of the state of affairs (financial position) of the Company as at March 31, 2021, and its Loss (financial
performance including other comprehensive income), the changes in equity and its Cash Flows for the year
ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for
the Audit of the Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act,
and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note 37 to the financial statement which explains that the extent to which COVID-19
pandemic will impact the Company's operations and financial results is dependent on future developments,
which are highly uncertain.
Our opinion is not modified in respect of this matter.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises
the information included in the Board’s Report including Annexures to Board’s Report, but does not include
the financial statements and our auditor’s report thereon. The Board’s Report including Annexures to Board’s
Report is expected to be made available to us after this auditor's report.
38
Our opinion on the financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements
The Company’s management and Board of Directors is responsible for the matters stated in section 134(5)
of the Act, with respect to the preparation of these financial statements that give a true and fair view of
the state of affairs (financial position), profit or loss (financial performance including other comprehensive
income), changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management and the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
39
39
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the company has adequate internal financial controls with reference
to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management and Board of Directors.
• Conclude on the appropriateness of management and Board of Directors use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit. We also provide those charged with governance with a statement that we
have complied with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in
the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2. The Comptroller and Auditor General of India has issued directions indicating the areas to be examined in
terms of sub-section (5) of Section 143 of the Act, the compliances of which is set out in the Annexure “B”.
3. As required by Section 143(3) of the Act, we report that:
(a). We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
(b). In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books.
40
(c). The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income),
the statement of changes in equity and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
(d). In our opinion, the aforesaid financial statements comply with the Accounting Standards specified
under Section 133 of the Act.
(e). On the basis of the written representations received from the directors as on 31st March, 2021 taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from
being appointed as a director in terms of Section 164(2) of the Act.
(f ). With respect to the adequacy of the internal financial controls with reference to financial statement
of the Company and the operating effectiveness of such controls, refer to our separate Report in
Annexure “C”.
(g). With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements – Refer Note 34 to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
FOR ASL & CO.

Chartered Accountants
(Regn. No. 101921 W)
(Kapil Kumar Joshi)

PARTNER
UDIN: 21137334AAAABJ1843
PLACE:- MUMBAI
DATED:- May 11, 2021
41
41
Annexure “A” referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory
Requirements” of the Independent Auditors’ report of even date on the Financial Statements of BOB
Financial Soluctions Limited for the Year Ended 31st March 2021.
On the basis of such checks as considered appropriate and in terms of the information and explanations given
to us, we state as under. Matters specified in clauses (i)(c),(iii)(a)(b)(c),(vi),(ix),(xi),(xii) & (xv) of paragraph 3 of the
Companies (Auditor’s Report) Order, 2016 do not apply to the Company. Accordingly no comments have been
made on the matters not applicable to the company.
(i ) (a) The company has maintained proper records showing full particulars including quantitative details
and situation of fixed Assets.
(b) As per the information and explanations given to us, fixed assets have been physically verified by the
management during the year. According to the information and explanations given to us, no material
discrepancies were noticed on such verification and the same have been properly dealt with in the
books of account.
(ii ) As per the information and explanations given to us, the inventory has been physically verified by the
management during the year at reasonable intervals. In our opinion and according to the information
and explanations given to us, the discrepancies noticed on verification between the physical stock and the
book records were not material and the same have been properly dealt with in the books of account.
(iii) As per information and explanations given to us, the Company has not granted any secured or unsecured
loans to the companies, firms, Limited Liability Partnerships or other parties covered in the register
maintained under section 189 of the Companies Act, 2013.
(iv) In our opinion and according to the information and explanations given to us, in respect of Investments
made during the year under review, the company has complied with the provisions of Section 186 of the
Companies Act, 2013.
(v ) As per information and explanations given to us, the Company has not accepted any deposits from the
public within the meaning of section 73 of the Companies Act 2013 and Rules made there under.
(vi) (a) As per the records of the Company and according to the information and explanations given to us, the
Company is regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, employee’s state insurance, income tax, sales tax, service tax, custom duty, excise
duty, value added tax, cess and other statutory dues, to the extent applicable to it.
According to the information and explanations given to us , there are no undisputed amounts payable
in respect of provident fund, employee’s state insurance, income tax, sales tax, service tax, custom
duty, excise duty, value added tax, cess and other material statutory dues were outstanding as at 31st
March, 2021 for a period of more than 6 months from the date they became payable.
( b ) According to the information and explanations given to us and the records of the Company examined
by us , there are no of dues of income tax, sales tax, service tax, duty of customs and duty of excise
duty, value added tax as at March 31, 2021 which have not been deposited on account of a dispute.
(vii) Based on our audit procedures and on the basis of information and explanations given to us, we are of the
opinion that the Company has not defaulted in payment of dues to its bank.
42
(viii) As per information and explanations given by the management, no fraud by the company or any fraud on
the Company by its officers or employees has been noticed or reported during the year under review.
(ix) In our opinion and according to the information and explanations given to us and based on our examination
of the records, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where
applicable, for all transactions with the related parties and the details of related party transactions have
been disclosed in the financial statements as required by the applicable accounting standards.
( x ) According to the information and explanations give to us and based on our examination of the records
of the Company, the Company has not made any preferential allotment or private placement of shares
or fully or partly convertible debentures during the year. However, during the year company has issued
following Fixed Rate, Unsecured, Rated, Taxable, Redeemable Listed Non- Convertible Debentures having
face value of `. 10 Lakhs for each debenture and based on our examination of the records of the company,
requirement of Section 42 of Companies Act, 2013 has been complied with and the amount raised has
been used for the purpose for which the funds were raised.
Date of Issue of Offer Rate of interest Nature Amount of debentures

letter (In `.)
09-03-2021 7.65% Subordinate Tier II 50,00,00,000/-
(xi) The Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and
it has obtained certificate of registration dated 23rd October 1999.
FOR ASL & CO.

(Regn. No. 101921 W)
(Kapil Kumar Joshi)

PARTNER
PLACE:- MUMBAI
43
43
Annexure “B” to the Independent Auditors’ report of even date on the Financial Statements of BOB
Financial Solutions Limited for the Year Ended 31st March 2021.
Directions under section 143 (5) of the Companies Act, 2013

We have examined the books of accounts of the BOB Financial Solutions Limited for the year ended March
31, 2021 and we are submitting our comments and answers to the questions asked in the directions issued by
the Comptroller & Auditor General of India, according to the best of our information and explanations given to
us by the management and as appears from the examination of the books of accounts and records produced
before us by the Company, which are as under.
S. No. Directions Reply

1. Whether the company has system in place to As per the information and explanation given to
process all the accounting transactions through us and based on the examination of records on
IT system? If no, the implications of processing of the test check basis , the Company has system in
accounting transactions outside IT system on the place to process all the accounting transaction
integrity of the accounts along with the financial through IT system.
implications, if any, may be stated.
2. Whether there is any restructuring of an existing Based on our audit procedures and on the basis
loan or cases of waiver/write off of debts /loans/ of information and explanations given to us, no
interest etc. made by a lender to the company due restructuring of any existing loan facility and no
to the company’s inability to repay the loan? If yes, case waiver/write off from the Company’s lender
the financial impact may be stated. in respect of loan facility during the year under
Whether such cases are properly accounted for? review reported.
(In case, lender is Government company, then its
direction is also applicable for statutory auditor of
lender company).
3. Whether funds (grant/subsidy etc.) received/ As per information & explanation given to
receivable for specific schemes from Central/ us and the records produced before us, no
State Government or its agencies were properly funds (grant/subsidy etc.) received/ receivable
accounted for/ utilized as per its term and for specific schemes from Central/ State
conditions? List the cases of deviation. Government or its agencies during the year
under review. Reimbursement received under
the “Scheme for grant of ex-gratia payment of
difference between compound interest and
simple interest for six months to borrowers in
specified loan accounts (1.3.2020 to 31.8.2020)”
is not considered as Grant / subsidy for this
purpose not considered as Grant / subsidy for
this purpose.
FOR ASL & CO.

(Regn. No. 101921 W)
Sd/-
(Kapil Kumar Joshi)
PARTNER
PLACE:- MUMBAI Membership No.: 137334
DATED:- May 11, 2021 UDIN: 21137334AAAABJ1843
44
Annexure “C” to the Independent Auditor’s Report Of Even Date on the Financial Statements of BOB
Financial Solutions Limited.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”).
We have audited the internal financial controls over financial reporting of BOB Financial Solutions Limited
(“the Company”) as of March 31, 2021 in conjunction with our audit of the financial statements of the Company
for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management and the Board of Directors are responsible for establishing and maintaining
internal financial controls based on the internal control with reference to the financial statements criteria
established by the Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of
its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to the
financial statements based on our audit.
We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI
and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls, both applicable to an audit of Internal Financial Controls with reference
to financial statements and, both issued by the ICAI. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to the financial statements were established and
maintained and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls with reference to the financial statements and their operating effectiveness.
Our audit of internal financial controls with reference to the financial statements included obtaining an
understanding of internal financial controls with reference to the financial statements, assessing the risk that
a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including
the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls with reference to the financial statements.
45
45
Meaning of Internal Financial Controls with reference to the Financial Statements
A company's internal financial control with reference to the financial statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company's
internal financial control with reference to the financial statements includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to the Financial Statements
Because of the inherent limitations of internal financial controls with reference to the financial statements,
including the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls to with reference the financial statements to future periods are subject to the risk that the internal
financial control with reference to the financial statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us and matter
described in Emphasis of Matter paragraph above, the company has, in all material respects, an adequate
internal financial controls with reference to the financial statements and such internal financial controls with
reference to the financial statements were operating effectively as at March 31, 2021, based on the internal
control with reference to the financial statements criteria established by the company considering the
essential components of internal control stated in the “Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting” issued by the Institute of Chartered Accountants of India.
FOR ASL & CO.

(Regn. No. 101921 W)
Sd/-
(Kapil Kumar Joshi)
PARTNER
PLACE:- MUMBAI
46
To,
The Principal Director of Audit (Shipping)
Plot No. C-2, G.N. Block,
6 & 7 Floor, Near Asian HeartInst.,
Bandra- Kurla Complex, Bandra (E),
Mumbai - 400 001
Compliance Certificate
We have conducted the audit accounts of BOB FINANCIAL SOLUTIONS LIMITED for the year ended as on
31st March 2021 in accordance with the directions/sub-directions issued by the C&AG of India under Section
143(5) of the Companies Act, 2013 and certify that all the directions/sub-directions, as applicable to the
Company, have been complied with.
FOR ASL & CO.

(Regn. No 101921 W)

Kapil Kumar Joshi
PARTNER
Membership No: 137334
PLACE:- MUMBAI. UDIN: 21137334AAAABJ1843
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47
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) OF
THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF BOB FINANCIAL SOLUTIONS LIMITED
FOR THE YEAR ENDED 31 MARCH 2021
The preparation of financial statements of BOB Financial Solutions Limited for the year ended 31 March 2021
in accordance with the financial reporting framework prescribed under the Companies Act, 2013 (Act) is the
responsibility of the management of the Company. The statutory auditor appointed by the Comptroller and
Auditor General of India under section 139 (5) of the Act is responsible for expressing opinion on the financial
statements under section 143 of the Act based on independent audit in accordance with the standards on
auditing prescribed under section 143(10) of the Act. This is stated to have been done by them vide
their Audit Report dated11 May 2021.
I, on behalf of the Comptroller and Auditor General of India, have decided not to conduct the supplementary
audit of the financial statements of BOB Financial Solutions Limited for the year ended 31 March 2020 under
section 143(6)(a) of the Act.
For and on behalf of theComptroller and Auditor General of India
Place : Mumbai (P V Hari Krishna)

Date : 26.07.2021 Principal Director of Audit (Shipping),
Mumbai
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CIN: U65990MH1994GOI081616
Balance Sheet as at 31st March 2021
(Figure in Rupees in millions, unless otherwise stated)
Particulars Notes “As at “As at “As at
31 March 2021” 31 March 2020” 1 April 2019”
I ASSETS
1 Financial assets
Cash and cash equivalents 4 158.84 132.59 260.64
Trade receivables 5 363.91 446.13 637.75
Loans 6 7,430.30 3,982.16 2,579.57
Investments 7 - - -
Other financial assets 8 142.51 65.99 169.53
Inventories 1.00 10.08 10.81
Deferred tax assets (net) 9 441.86 238.43 154.85
Property, plant and equipment 10 127.00 247.75 380.47
Right-of-use assets 11 81.28 65.44 105.64
Other intangible assets 12 29.37 10.66 12.11
Intangible assets under development 19.91 - 0.93
Other non-financial assets 13 675.52 416.92 183.43
Total assets 9,471.49 5,616.15 4,495.74
Liabilities
Payables
Trade Payables 14
(i) total outstanding dues of micro enterprises and small 1.69 0.44 0.83
enterprises
(ii) total outstanding dues of creditors other than micro 70.54 152.77 67.03
enterprises and small enterprises
Debt securities 15 4,064.28 - -
Borrowings (other than debt securities) 16 2,584.65 2,803.53 1,099.36
Other financial liabilities 17 170.58 201.84 587.08
Provisions 18 438.27 334.60 219.27
Other non-financial liabilities 19 230.97 117.84 81.67
Total liabilities 7,560.98 3,611.02 2,055.24
Equity
Equity share capital 20 1,750.00 1,750.00 1,750.00
Other equity 21 160.51 255.14 690.50
Total equity 1,910.51 2,005.14 2,440.50
Total liabilities and equity 9,471.49 5,616.15 4,495.74
As per our report of even date For and on behalf of the Board of Directors
For ASL & Co. BOB Financial Solutions Limited
[Firm Registration No. 101921W]
[Kapil Kumar Joshi] Sanjiv Chadha Vikramaditya S. Khichi Shailendra Singh

Partner Chairman Director Managing Director & CEO
(Membership No. 137334) (DIN:08368448) (DIN:08317894) (DIN: 08751442)
Pooja Karnani Deepashri Cornelius

Place: Mumbai Place: Mumbai Chief Financial Officer Company Secretary
Date: 11th May 2021 Date: 11th May 2021 (PAN:AHEPB7049P) (PAN:BVLPS3134E)
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CIN: U65990MH1994GOI081616
Statement of Profit and Loss for the year ended 31st March, 2021
Particulars Notes “For the year ended “For the year ended
31 March 2021” 31 March 2020”
(i) Interest income 22 1,101.39 839.66
(ii) Income from fees and services 23 2,284.82 2,172.32
(iiiI) Income from Consultancy 114.48 117.51
(iv) Business development incentives 28.19 15.09
(I) Total revenue from operations 3,528.87 3,144.56
Other income 24 133.82 112.15
(III) Total income (I + II) 3,662.69 3,256.71
Expenses
(i) Finance cost 25 279.80 161.83
(ii) Impairment on financial instruments 26 852.83 482.63
(iii) Employee benefit expenses 27 585.00 506.41
(iv) Depreciation, amortization and impairment 10 11 & 12 169.76 194.08
(v) Other expenses 28 2,000.63 2,419.29
(vi) Corporate social responsibility expenses - 4.58
(IV) Total expenses (IV) 3,888.03 3,768.81
(V) Profit/(loss) for the period (III-IV) (225.34) (512.09)
Tax Expense: 30
(a) Current tax 74.68 -
(b) Deferred tax (credit) (204.00) (81.58)
(c) Income tax for earlier year - -
(VI) Total Tax expense (129.32) (81.58)
Profit/(loss) for the year (V - VI) (96.01) (430.51)
(VII) Other comprehensive income
A Items that will not be reclassified to profit or loss
Remeasurement gain/(loss) on defined benefit plan 1.96 (6.84)
Income tax impact (0.57) 1.99
Total (A) 1.39 (4.85)
B Items that will be classified to profit or loss
Reclassification adjustments to statement of profit and loss - -
Income tax impact - -
Total (B) - -
Other comprehensive income (A + B) 1.39 (4.85)
(VIII) Total comprehensive income for the year (94.62) (435.36)
(IX) Earnings per equity share
Basic (Rs.) 29 (0.54) (2.49)
Diluted (Rs.) (0.54) (2.49)
The accompanying notes are an integral part of the financial statements 1-52


50
CIN: U65990MH1994GOI081616
Cash Flow statement for the period ended March 31, 2021
Particulars “For the year ended “For the year ended
31 March 2021” 31 March 2020”
Profit before tax (225.34) (512.09)
Adjustments to reconcile profit before tax to net cash flows:
Depreciation & amortisation 169.76 194.08
Impairment on financial instruments 852.83 482.63
Profit on sale of fixed assets (0.77) (0.22)
Write off of fixed assets 2.74 0.74
Interest on lease liabilities 7.34 7.49
Income from mutual fund (4.47) (0.79)
Finance cost 272.46 154.33
Operating Profit Before Working Capital Changes 1,074.55 326.17
(Decrease)/ Increase in trade payables (80.97) 85.34
(Decrease)/ Increase in other financial liabilities (31.26) (385.24)
(Decrease)/ Increase in other non financial liabilities 113.13 36.17
(Decrease)/ Increase in provisions 105.63 108.49
(Increase)/ Decrease in Financial assets loans (4,300.97) (1,885.22)
(Increase)/ Decrease in Other financial assets (76.53) 103.54
(Increase)/ Decrease in Inventory 9.08 0.73
(Increase)/ Decrease in other non financial assets (242.88) (233.49)
(Increase)/ Decrease in trade receivables 82.22 191.62
Income tax paid (134.70) -
Net cash flows from/(used in) operating activities (4,557.25) (1,978.06)
Purchase of property, plant & equipment (‘PPE’) including intangible assets (62.07) (19.86)
Sale proceeds from PPE 0.96 0.55
Purchase of Investments (7,449.63) (3,480.00)
Sale Proceed from Investments 7,454.10 3,480.79
Net cash flows from/(used in) investing activities (56.65) (18.51)
Proceeds from debt securities 4,064.28 -
Proceeds from borrowings other than debt securities - 1,704.17
Repayment of borrowings other than debt securities (218.88) -
Interest on lease liabilities (7.34) (7.49)
Interest paid (272.46) (154.33)
Net cash generated/(used in) financing activities 3,565.60 1,542.35
Net increase in cash and cash equivalents 26.25 (128.05)
Cash and cash equivalents as at the beginning of the year 132.59 260.64
Cash and cash equivalents as at the end of the year 158.84 132.59
Notes:
1. The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Indian accounting standard (Ind AS) - 7 - ‘Cash Flow
Statements’ notified under Section 133 of the Companies Act, 2013, read together with the Companies (Accounting Standards) Amendment
Rules, 2016.
2. Component of cash and cash equivalents disclosed in 'Note 4: Cash and cash equivalent'


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CIN: U65990MH1994GOI081616
Statement of changes in equity
A. Equity Share capital
Particular Number of shares Amount

Balance as at 1 April 2019 175,000,000 1,750.00
Chages in equity share capital during the year - -
Balance as at 31 March 2020 175,000,000 1,750.00
Chages in equity share capital during the year - -
B. Other Equity
Particular Reserves and Surplus Total

Statutory Reserve Retained Earnings
Balance as at 1 April 2019 352.17 338.32 690.50
Add: Loss for the year -
Add: Other comprehensive income - (4.85) (4.85)
Transfer to/from retained earnings - (430.51) (430.51)
Balance as at 31 March 2020 352.17 (97.04) 255.14
Add: Other comprehensive income - 1.39 1.39


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Accounting Policies
Note 1: Corporate Information
BOB Financial Solutions Limited is a wholly owned subsidiary of Bank of Baroda and a Non-Deposit
accepting Systemically Important Non–Banking Finance Company (“NBFC-ND-SI”), holding a Certificate
of Registration from the Reserve Bank of India (“RBI”). The Company is engaged in the business of issuing
credit cards to consumers in India. It also provides support to Bank of Baroda by carrying out its merchant
acquiring operations and manpower/consultancy services. Until December 2020, the Company was
also supporting Bank of Baroda’s overseas territory subsidiaries/sponsored RRB’s for their Debit Cards
operation, however all activities relating to these have been now transferred to respective overseas
territory subsidiaries/ sponsored RRB’s.
During the year ended March 2021, Company has issued 11 tranches of listed Commercial Papers which
are listed on Bombay Stock Exchange (BSE). This was first ever listed issuance by the Company.
Note 2: Basis of preparation and presentation
a. Basis of preparation
The accompanying financial statements of the Company for the year ended March 31, 2021 have been
prepared in accordance with Indian Accounting Standards (“Ind AS”) notified by the Ministry of Corporate
Affairs, Government of India under the Companies (Indian Accounting Standards) (amendments) Rules,
2016 and as amended from time to time. Any application guidance/ clarifications/ directions issued by RBI
or other regulators are implemented as and when they are issued/ applicable.
The financial statements for the year ended 31st March 2021 are the first the Company has prepared
under Ind AS. For all periods up to and including the year ended 31st March, 2020, the Company prepared
its financial statements in accordance with generally accepted accounting principles in India (“Indian
GAAP”), in compliance with all material aspects of the accounting standards notified under the section
133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014
(Indian GAAP or previous GAAP), the provisions of the RBI as applicable to a NBFC-ND and accounting
principles generally accepted in India. The financial statements for the year ended 31st March 2020 and the
opening Balance Sheet as at 1st April, 2019 have been restated in accordance with Ind AS for comparative
information. Reconciliations and explanations of the effect of the transition from Previous GAAP to Ind AS
on the Company’s Balance Sheet, Statement of Profit and Loss and Statement of Cash Flows are provided
in note 43.
The preparation of financial statements in conformity with the Ind AS requires the management to make
judgements, accounting estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent liabilities, at the end of the reporting period.
Although these estimates are based on the management’s best knowledge of current events and actions,
uncertainty about these assumptions and estimates could result in the outcomes requiring a material
adjustment to the carrying amounts of assets or liabilities in future periods. Areas involving a higher degree
of judgement or complexity, or areas where assumptions are significant to the Company are discussed in
Note 3 - Significant accounting judgements, estimates and assumptions.
b. Basis of measurement
The financial statements have been prepared in accordance with Indian Accounting standards (Ind AS) on
the basis of Going Concern concept and under the historical cost convention on the accrual basis except
for certain financial instruments that are measured at fair value at the end of each reporting period, and in
accordance with the accounting policies set out below which are in conformity with Ind As. These policies
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have been consistently applied throughout the year.
c. Functional and presentation currency
The financial statements are presented in Indian Rupees (INR), which is the Company’s functional and
presentation currency. All amounts have been denominated in millions and rounded off to the nearest
two decimals, except when otherwise indicated.
d. Presentation of financial statements
The financial statements of the Company are presented in order of liquidity and as per Division III of the
Schedule III to of the Companies Act, 2013 applicable to NBFCs, as notified by the Ministry of Corporate
Affairs (MCA). An analysis regarding recovery or settlement within 12 months after the reporting date
(current) and more than 12 months after the reporting date (non–current) is presented in Note 32- Maturity
analysis of assets and liabilities. Financial assets and financial liabilities are generally reported on a gross
basis except when, there is an unconditional legally enforceable right to offset the recognised amounts
without being contingent on a future event and the parties intend to settle on a net basis in the following
circumstances:
i. The normal course of business
ii. The event of default
iii. The event of insolvency or bankruptcy of the Company and/or its counterparties
e. Statement of Compliance
These financial statements of the Company have been prepared in accordance with Indian Accounting
Standards as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified
under Section 133 of the Companies Act, 2013 and the other relevant provisions of the Act.
Note 3: Significant accounting policies
3.1. Revenue from operations
The Company’s operating revenues are comprised principally of service revenues such as interest income
on financial assets i.e. Overdue credit card outstanding/EMI balances, fee earned, target incentive offered
by network partner, service charges from merchant establishment, rental income from machines deployed,
income from consultancy services etc. Other fee and charges include cheque bounce charge, late fees,
over limit fees etc.
Revenue is measured at fair value of the consideration received or receivable, taking into account
contractually defined terms of payments and excluding taxes or duties collected on behalf of the
Government. Revenue is recognised to the extent that it is probable that the economic benefits will flow
to the Company and the revenue can be reliably measured, regardless of when the payment is being
made.
Revenue includes the following:
a) Interest Income
Interest income includes interest income on overdues from credit card holders and on EMI based advances.
Interest income and expense for all financial instruments, excluding those classified as held for trading or
designated at fair value are recognised in ‘Interest income’ and ‘Finance expense’ in the statement of profit
and loss using the effective interest rate method. In view of uncertainty of realization of income in case of
credit impaired assets, such income is accounted for only on receipt basis. Recovery from impaired debts
written off is recognised as income based on actual realisations from customers
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b) Income from fees and services
The Company sells credit card membership to card holders, income earned from the provision of
membership services is recognised as revenue over the period for which services are provided, net of
reversals/ cancellations.
Revenue from interchange income is recognised when related transaction occurs, or service is rendered.
Other service revenue consists of value-add services provided to the card holders. These other service
revenues are recognised in the same period in which related transactions occur or services are rendered
as revenue is accrued at the point of sale for these services.
c) Service charges from merchant establishment
All service charges in the form of commissions (MDR), support fee and POS rental related to merchant
operations are recognised in the same period in which related transactions occurs or services are rendered
d) Other Income
All other income including income from debit card, consultancy services are recognised in the same period
in which related transactions occurs or services rendered at fair value of consideration net off expected
reversals/ cancellations as revenue is accrued at the point of sale. Income from debit card operations
consist of income from overseas territory subsidiaries/sponsored RRB’s of parent Company for supporting
their debit Cards operations.
e) Business Development Incentive
The Company enters into long-term contracts with network partners for various programs designed
to build payments volume, increase product acceptance. Revenue recognition is based on estimated
performance and the terms of the business arrangements.
f) Unidentified receipts/ old balances & Stale cheques
The total unidentified receipts which could not be credited or adjusted in the customers’ accounts for lack
of complete & correct information is considered as liability in balance sheet. The estimated unidentified
receipts/ old balances aged up to 3 years is written back as income on balance sheet date. The liability for
stale cheques aged for more than three years is written back as income.
g) Income from Investments
Excess of sale price over purchase price of mutual fund units is recognised as income at the time of sale.
3.2 Expenditure
Expenses are recognised on accrual basis.
a) The incremental cost of acquiring a customer is recognised in the profit and loss statement over the
behavioural life of the customer
b) Borrowing cost consist of interest and other costs that an entity incurs in connection with the
borrowing of funds. Any expenditure which is directly attributable to borrowing is capitalized and
amortised over the life of borrowing loan.
3.2.1 Retirement and other employee benefits

Short term employee benefit
All employee benefits including short term compensated absences and statutory bonus/ performance
bonus/incentives payable wholly within twelve months of the end of the period in which the employees
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render the related services are recognised in respect of employee service upto the end of the reporting
period and are measured at the amount expected to be paid when the liabilities are settled.
Other long-term employee benefit obligations
a) Defined contribution schemes
Retirement/ Employee benefits in the form of Provident Fund is considered as defined contribution plan.
The Company has no obligation, other than the contribution payable to the provident fund. The Company
recognises contribution payable to the provident fund scheme as an expenditure, when an employee
renders the related service. The Company’s contributions to the above Plan are charged to the Statement
of Profit and Loss.
b) Defined Benefit schemes
Gratuity
The Company provides for gratuity to all employees. The benefit is in the form of lump sum payments
to vested employees on resignation, retirement, or death while in employment or on termination of
employment of an amount equivalent to 15 days basic salary payable for each completed year of service as
required under ‘The Payment of Gratuity Act, 1972’. Vesting occurs upon completion of five years of service.
The present value of the obligation under such defined benefit plan is determined based on actuarial
valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise
to additional unit of employee benefit entitlement and measures each unit separately to build up the
final obligation. The obligation is measured at the present value of the estimated future cash flows. The
discount rates used for determining the present value of the obligation under defined benefit plan, are
based on the market yields of Government bonds as on the valuation date.
The liabilities with respect to Gratuity Plan are determined by actuarial valuation on projected unit credit
method on the balance sheet date. The difference, if any, between the actuarial valuation of the gratuity
of employees at the year end and the balance of funds is provided for as assets/ (liability) in the books.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. the
Company recognizes the following changes in the net defined benefit obligation under Employee benefit
expense in statement of profit or loss:
Service costs comprising current service costs, past-service costs, gains and losses on curtailments and
nonroutine settlements
Net interest expense or income remeasurements, comprising of actuarial gains and losses, the effect of
the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the
return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are
recognised immediately in the Balance Sheet with a corresponding debit or credit to retained earnings
through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in
subsequent periods.”
Leave encashment
The employees of the Company are entitled to compensated absence and deferred compensation as per
the policy of the Company, the liability in respect of which is provided, based on an actuarial valuation
carried out by an independent actuary as at the year end. The actuarial valuation method used by the
independent actuary for measuring the liability is the Projected Unit Credit Method.
Actuarial gains and losses comprise experience adjustments and the effects of changes in the actuarial
assumptions are recognized immediately in the Statement of Profit and Loss in the year in which they arise.
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Accumulated compensated absences, which are expected to be availed or encashed within 12 months
from the end of the year are treated as short term employee benefits. Unutilised leave balance that accrues
to employees as at the year-end is charged to the Statement of Profit and Loss on an undiscounted basis.
National pension scheme (NPS) The Company makes contributions to National Pension System (NPS), for
qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage
of the payroll costs to NPS. The contributions payable to NPS by the Company are at rates specified in the
rules of the schemes. The share of Companies contribution is charged to profit and loss account.
3.2.2 Other expenses
All Other expenses are recognized in the period they occur.
3.2.3 Taxes
Income tax expense comprises of current and deferred income tax. Current / Deferred tax is recognized
in the Statement of Profit and Loss except to the extent it relates to a business combination or to an item
which is recognized directly in equity or in other comprehensive income in which case the related income
tax is also recognised accordingly. Deferred tax assets and deferred tax liabilities are offset when there is
a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax
assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority. The
Company only off-sets its deferred tax assets against liabilities when there is both a legal right to offset
and it is the Company’s intention to settle on a net basis.
i) Current Taxes
Current tax is the amount of income taxes payable/ receivable in respect of taxable profit/ loss for a period.
Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of
items of income or expense that are taxable or deductible in other years and items that are never taxable
or deductible in accordance with applicable tax laws. Current tax assets and liabilities for the current and
prior years are measured at the amount expected to be recovered from, or paid to, the taxation authorities.
Interest income / expenses and penalties, if any, related to income tax are included in current tax expense.
The tax rates and tax laws used to compute the amount are those that are enacted, or substantively
enacted, by the end of reporting date in India where the Company operates and generates taxable income.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss
(either in other comprehensive income or in equity). Current tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity. Management periodically evaluates positions
taken in the tax returns with respect to situations in which applicable tax regulations are subject to
interpretation and establishes provisions where appropriate.
ii) Deferred Taxes
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
1. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss
2. In respect of taxable temporary differences associated with investments in subsidiaries, where the
timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future
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A deferred tax liability is recognised based on the expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, by the end of
the reporting period. Deferred tax assets are recognised for all deductible temporary differences, the carry
forward of unused tax credits. Deferred tax assets are recognised only to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised except when the deferred tax asset
relating to the deductible temporary difference arises from the initial recognition of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss
The carrying amount of deferred tax assets are reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent
that it becomes probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either
in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the
same taxation authority.
Current and deferred taxes are recognised as income tax benefits or expenses in the Statement of profit
and loss except for tax related to the fair value re-measurement of financial assets classified through
other comprehensive income, foreign exchange differences and the net movement on cash flow hedges,
which are charged or credited to Other Comprehensive Income (OCI). These exceptions are subsequently
reclassified from OCI to the statement of profit and loss together with the respective deferred loss or gain.
The Company also recognises the tax consequences of payments and issuing costs, related to financial
instruments that are classified as equity, directly in equity.
3.3. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity. Financial assets and financial liabilities are recognised when the
entity becomes a party to the contractual provisions of the instruments.
3.3.1 Initial recognition
Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company
becomes a party to the contractual provisions of the instrument.
3.3.2 Initial measurement
The classification of financial instruments at initial recognition depends on their contractual terms and
the business model for managing the instruments. Financial instruments are initially measured at their fair
value.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
58
liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial
assets or financial liabilities at fair value through profit and loss are recognised immediately in the
statement of profit and loss.
A financial asset and a financial liability are offset and presented on net basis in the balance sheet when
there is a current legally enforceable right to set-off the recognised amounts and it is intended to either
settle on net basis or to realise the asset and settle the liability simultaneously.
3.3.3 Classification and Subsequent measurement of financial instruments
1. Financial assets
The Company classifies its financial assets into the following measurement categories:
1. Financial assets to be measured at amortised cost
2. Financial assets to be measured at fair value through other comprehensive income
3. Financial assets to be measured at fair value through profit or loss account
i) Financial assets measured at amortised cost:

These financial assets comprise of bank balances, overdue credit card outstanding/EMI balances, trade
receivables, and other financial assets.
Financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) if these
financial assets are held within a business model whose objective is to hold these assets in order to collect
contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount outstanding.
ii) Financial assets measured at fair value through other comprehensive income:
Financial assets are measured at fair value through other comprehensive income where they have:
a) contractual terms that give rise to cash flows on specified dates, that represent solely payments of
principal and interest (SPPI) on the principal amount outstanding; and
b) Are held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets.
Gains and losses arising from changes in fair value are included in other comprehensive income within
a separate component of equity. Impairment losses or reversals, interest revenue and foreign exchange
gains and losses are recognised in profit and loss. Upon disposal, the cumulative gain or loss previously
recognised in other comprehensive income (except for investment in equity shares) is reclassified from
equity to the income statement.
iii) Financial assets measured at fair value through profit and loss:
Financial assets that do not meet the criteria for categorisation as at amortised cost or as FVOCI, are
measured at FVTPL. Subsequent changes in fair value are recognised in the statement of profit and loss.
Items at fair value through profit or loss comprise:
a) Investments (including equity shares) and stock in trade held for trading;
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b) Items specifically designated as fair value through profit or loss on initial recognition; and
c) Debt instruments with contractual terms that do not represent solely payments of principal and
interest.
Financial instruments held at fair value through profit or loss are initially recognised at fair value, with
transaction costs recognised in the statement of profit and loss as incurred. Subsequently, they are
measured at fair value and any gains or losses are recognised in the statement of profit and loss as they
arise.
2. Financial Liabilities and Equity Instruments
Financial instruments issued by the Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
2.1 Financial Liabilities
i) Debt securities and other borrowed funds
After initial measurement, debt issued, and other borrowed funds are subsequently measured at
amortised cost. Amortised cost is calculated by taking into account any discount or premium on issue
funds, and transaction costs that are an integral part of the EIR. (Effective Interest Rate)
ii) Undrawn credit limits on cards:
Undrawn credit limits on cards are commitments which the Company is required to pay on behalf
of the customer based on pre-specified terms with the customer. Undrawn credit limits on cards
commitments are in the scope of the ECL requirements.
2.2. Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company is recognised at the proceeds
received, net of directly attributable transaction costs.
3.3.4 Reclassification of financial assets and liabilities
The Company does not reclassify its financial assets subsequent to their initial recognition, apart from
the exceptional circumstances in which the Company acquires, disposes of, or terminates a business line.
Financial liabilities are never reclassified.
3.3.5 Derecognition of financial assets and financial liabilities
1. Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is derecognised when the rights to receive cash flows from the financial asset have expired. The
Company also derecognises the financial asset if it has both transferred the financial asset and the transfer
qualifies for derecognition.
The Company transfers the financial asset if, and only if, either:
i) The Company has transferred its contractual rights to receive cash flows from the financial asset, or
ii) It retains the rights to the cash flows but has assumed an obligation to pay the received cash flows in
full without material delay to a third party under a ‘pass–through’ arrangement.
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A transfer only qualifies for derecognition if either:
i) The Company has transferred substantially all the risks and rewards of the asset, or
ii) The Company has neither transferred nor retained substantially all the risks and rewards of the asset
but has transferred control of the asset.
The Company considers control to be transferred if and only if, the transferee has the practical ability to
sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and
without imposing additional restrictions on the transfer.
When the Company has neither transferred nor retained substantially all the risks and rewards and has
retained control of the asset, the asset continues to be recognised only to the extent of the Company’s
continuing involvement, in which case, the Company also recognises an associated liability. The transferred
asset and the associated liability are measured on a basis that reflects the rights and obligations that the
Company has retained.
2. Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or
expires.
3.3.6 Impairment of financial assets
1. Overview of the ECL principles
In accordance with Ind AS 109, the Company applies expected credit losses (ECL) model for measurement
and recognition of impairment loss on the following financial asset and credit risk exposure,
- Financial assets measured at amortised cost
- Financial assets measured at fair value through other comprehensive income
- Undrawn credit limits
Equity instruments are not subject to impairment under Ind AS 109.

The ECL allowance is based on the credit losses expected to arise over the life of the asset (the lifetime
expected credit loss), unless there has been no significant increase in credit risk since origination, in
which case, the allowance is based on the 12 months’ expected credit loss. Lifetime ECLs are the expected
credit losses resulting from all possible default events over the expected life of a financial instrument. The
12-month ECL is the portion of Lifetime ECL that represent the ECLs that result from default events on a
financial instrument that are possible within the 12 months after the reporting date.
Both Lifetime ECLs and 12-month ECLs are calculated on either an individual basis or a collective basis,
depending on the nature of the underlying portfolio of financial instruments. The Company’s policy for
grouping financial assets measured on a collective basis is explained in Note 41.
The Company has established a policy to perform an assessment, at the end of each reporting period,
of whether a financial instrument’s credit risk has increased significantly since initial recognition, by
considering the change in the risk of default occurring over the remaining life of the financial instrument.
Based on the above, the Company categorises its loans & advances into Stage 1, Stage 2 and Stage 3 as
described below by comparing the credit risk of the financial instrument as at the reporting date, with its
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credit risk as at the date of initial recognition.
Stage 1: 12-months ECL
All exposures that are not credit impaired and where there has not been a significant increase in credit risk
since initial recognition or that have low credit risk at the reporting date and that are not credit impaired
upon origination are classified under this stage. Exposures with days past due (DPD) less than or equal to
30 days are classified as stage 1.
For these assets, 12-month ECL is recognized and interest revenue is calculated on the gross carrying
amount of the asset (that is, without deduction for credit allowance).
Stage 2: Lifetime ECL – not credit impaired
For credit exposures where there has been a significant increase in credit risk since initial recognition but
that are not credit impaired, are classified under this stage.
Exposures with DPD greater than 30 days but less than or equal to 89 days are classified as stage 2. For
these assets, lifetime ECL are recognized, but interest revenue is still calculated on the gross carrying
amount of the asset.
Stage 3: Lifetime ECL – credit impaired
Financial asset is assessed as credit impaired when one or more events that have a detrimental impact on
the estimated future cash flows of that asset have occurred.
For financial assets that have become credit impaired, a lifetime ECL is recognised on principal outstanding
as at period end. Exposures with DPD equal to or more than 90 days are classified as stage 3.
2. The calculation of ECL
The Company calculates ECL based on a probability weighted approach to measure the expected cash
shortfalls. A cash shortfall is the difference between the cash flows that are due to an entity in accordance
with the contract and the cash flows that the entity expects to receive.
The mechanics of the ECL calculations are outlined below and the key elements are, as follows:
Probability of Default (PD) - The Probability of Default is an estimate of the likelihood of default over a
given time horizon. A default may only happen at a certain time over the assessed period, if the facility
has not been previously derecognised and is still in the portfolio. The concept of PD is further explained in
Note 41: Risk Management.
Exposure at Default (EAD) - The Exposure at Default is an estimate of the exposure at a future default date,
considering expected changes in the exposure after the reporting date, including repayments of principal
and interest, expected drawdowns, and accrued interest from missed payments. The concept of EAD is
further explained in Note 41: Risk Management.
Loss Given Default (LGD) - The Loss Given Default is an estimate of the loss arising in the case where
a default occurs at a given time. It is based on the difference between the contractual cash flows due
and those that the lender would expect to receive, including from the realisation of any collateral. It is
usually expressed as a percentage of the EAD. The concept of LGD is further explained in Note 41: Risk
Management.
Undrawn Credit limits
When estimating ECL for undrawn Credit limits, the Company estimates the expected portion of the credit
card limits that will be drawn down over its expected life. The ECL is then based on the expected shortfalls
in cash flows if the limit is drawn down.
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Forward Looking information
While estimating the expected credit losses, the Company reviews macro-economic developments
occurring in the economy and market it operates in. On a periodic basis, the Company analyses if there is
any relationship between key economic trends like GDP, unemployment rates, benchmark rates set by the
Reserve Bank of India, inflation etc. with the estimate of PD, LGD determined by the Company based on its
internal data. While the internal estimates of PD, LGD rates by the Company may not be always reflective
of such relationships, temporary overlays, if any, are embedded in the methodology to reflect such macro-
economic trends reasonably.
Write-offs
Company is following the write off policy to undertake annual NPAs. The accounts, which have been
classified as NPA for 180 days or more and for which no payment is received for one year, are written off as
Bad Debts.
Presentation of allowance for ECL in the balance sheet
Loss allowances for ECL are presented in the balance sheet as follows:
a) Financial assets measured at amortised cost: as a deduction from the gross carrying amount of the
assets;
b) Where a financial instrument includes both a drawn and an undrawn component, the company
presents a combined loss allowance for both components. The combined amount is presented as a
deduction from the gross carrying amount of the drawn component. Any excess of the loss allowance
over the gross amount of the drawn component is presented as a provision;
3.4. Determination of Fair Value

On initial recognition, all the financial instruments are measured at fair value. For subsequent measurement,
the Company measures certain categories of financial instruments (as explained in note 40) at fair value
on each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
i) In the principal market for the asset or liability, or
ii) In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs.
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In order to show how fair values have been derived, financial instruments are classified based on a hierarchy
of valuation techniques, as summarised below:
Level 1 financial instruments - Those where the inputs used in the valuation are unadjusted quoted prices
from active markets for identical assets or liabilities that the Company has access to at the measurement
date. The Company considers markets as active only if there are sufficient trading activities with regards
to the volume and liquidity of the identical assets or liabilities and when there are binding and exercisable
price quotes available on the balance sheet date.
Level 2 financial instruments - Those where the inputs that are used for valuation and are significant,
are derived from directly or indirectly observable market data available over the entire period of the
instrument’s life. Such inputs include quoted prices for similar assets or liabilities in active markets, quoted
prices for identical instruments in inactive markets and observable inputs other than quoted prices such
as interest rates and yield curves, implied volatilities, and credit spreads. In addition, adjustments may
be required for the condition or location of the asset or the extent to which it relates to items that are
comparable to the valued instrument. However, if such adjustments are based on unobservable inputs
which are significant to the entire measurement, the Company will classify the instruments as Level 3.
Level 3 financial instruments - Those that include one or more unobservable input that is significant to the
measurement as whole.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting
period during which the change has occurred.
3.5 Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash
on hand, other short-term, highly liquid investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value.
3.6 Cash Flow Statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects
of transactions of non-cash future, any deferrals or accruals of past or future operating cash receipts or
payments and item of expenses associated with investing or financing cash flows. The cash flows from
operating, investing and financing activities of the Company are segregated.
3.7 Property, plant and equipment
Tangible Assets
Under the previous GAAP (Indian GAAP), all assets were carried in the balance sheet at cost, less
accumulated depreciation and accumulated impairment losses, if any. The Company has considered the
carrying amount as per previous GAAP as deemed cost in accordance with Ind AS 101 First Time adoption.
An item is recognised as an asset, if and only if, it is probable that the future economic benefits associated
with the item will flow to the Company and its cost can be measured reliably. PPE are initially recognised
at cost. The initial cost of PPE comprises its purchase price (including non-refundable duties and taxes but
excluding any trade discounts and rebates), and any directly attributable cost of bringing the asset to its
working condition and location for its intended use. Subsequent to initial recognition, PPE are stated at
cost less accumulated depreciation and any impairment losses. When an item of PPE is replaced, then its
carrying amount is de-recognised from the balance sheet and cost of the new item of PPE is recognised. The
expenditures that are incurred after the item of PPE has been put to use, such as repairs and maintenance,
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are normally charged to the statement of profit and loss in the period in which such costs are incurred.
However, in situations where the said expenditure can be measured reliably and is probable that future
economic benefits associated with it will flow to the Company, it is included in the asset’s carrying value
or as a separate asset, as appropriate.
Depreciation is calculated on a straight-line basis & written down value basis using the rates arrived at
based on the useful lives estimated by the management.
The estimated useful lives are, as follows:
Particulars Useful lives estimated by the Method of Depreciation
Management (Same as specified
in Schedule II of the Companies
Act, 2013)
EDC 5 years SLM
Computer Hardware 3 years SLM
Computer Hardware SE 6 years SLM
Computer Software 5 years SLM
Furniture & Fixtures 10 years WDV
Vehicles 8 years WDV
Office Equipment 5 years WDV
Plant & Machinery 15 years SLM
Changes in the expected useful life are accounted for by changing the amortisation period or methodology,
as appropriate, and treated as changes in accounting estimates.
Intangible Assets
An intangible asset is recognised only when its cost can be measured reliably, and it is probable that the
expected future economic benefits that are attributable to it will flow to the Company. The Company has
considered the carrying amount as per previous GAAP as deemed cost in accordance with Ind AS 101 First
Time adoption.
Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost less accumulated amortization and accumulated
impairment losses, if any. Internally generated intangible assets, excluding capitalised development costs,
are not capitalised and expenditure is reflected in the statement of profit and loss in the year in which the
expenditure is incurred.
The Costs of Intangible assets are amortized over the period of 5 years, on Straight Line Method
Intangible assets under development:
Projects under which intangible assets are not yet ready for their intended use are carried at cost,
comprising direct cost, related incidental expenses.
Derecognition
An item of property, plant and equipment, intangible asset is de-recognised upon disposal or when no
future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising
on the disposal or retirement of an item of property, plant and equipment, intangible asset is determined
as the difference between the sales proceeds and the carrying amount of the asset and is recognised in
profit or loss.
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3.8 Impairment of non-financial assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired.
If any such indication exists, or when annual impairment testing for an asset is required, an estimate of the
recoverable amount of the asset / cash generating unit (CGU) is made. Recoverable amount is the higher
of an asset’s or cash generating unit’s fair value less costs of disposal and its value in use. Recoverable
amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. The smallest identifiable group of assets that generates cash inflows from continuing
use that are largely independent of the cash inflows from other assets or groups of assets, is considered as
a cash generating unit (CGU).
Value in use is the present value of estimated future cash flows expected to arise from the continuing
use of an asset and from its disposal at the end of its useful life. In determining fair value less costs of
disposal, recent market transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used.
An asset or CGU whose carrying value exceeds its recoverable amount is considered impaired and is
written down to its recoverable amount. Assessment is also done at each balance sheet date as to whether
there is any indication that an impairment loss recognised for an asset in prior accounting years may no
longer exist or may have decreased.
Impairment losses of continuing operations are recognised in the statement of profit and loss.
3.9 Leases (As a lessee)
Identifying a lease
At the inception of the contract, the Company assesses whether a contract is, or contain, a lease. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration. The Company assesses whether:
- The contract involves the use of an identified asset, this may be specified explicitly or implicitly.
- The Company has the right to obtain substantially all of the economic benefits from use of the asset
throughout the period of use, and
- The Company has right to direct the use of the asset.
Recognition of right of use asset

The Company recognises a right of use asset at the lease commencement date of lease and comprises of
the initial lease liability amount, plus any indirect costs incurred and an estimate of costs to dismantle and
remove the underlying asset or to restore the underlying asset or site on which it is located, less any lease
incentives received. The Company has adopted approach 2B as per Ind AS 116 where the right to use asset
is recognised at same value at which liability is recognised.
Subsequent measurement of right of use asset
The right of use asset is subsequently amortized using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right of use asset or the end of the lease term,
whichever is lesser. In addition, the right of use asset is periodically reduced by impairment losses, if any,
and adjusted for certain re-measurement of the lease liability.
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Recognition of lease liability
The lease liability is initially measured at the present value of the lease payments net of cash lease incentives
that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if
that rate cannot be readily determined, the Company’s incremental borrowing rate.
Subsequent measurement of lease liability
Lease liability is measured at amortised cost using the effective interest method. The lease payments are
apportioned between the finance charges and reduction of the lease liability using the incremental
borrowing rate implicit in the lease to achieve a constant rate of interest on the remaining balance of the
liability.
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases
that have a lease term of 12 months or less from the commencement date and do not contain a purchase
option). It also applies the lease of low-value assets recognition exemption to leases that are considered
to be of low value. Lease payments on short-term leases and leases of low-value assets are recognised as
expense on a straight-line basis over the lease term.
3.10 Provisions and contingencies
A provision is recognised when the Company has a present obligation as a result of past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and
a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present
value of management’s best estimate of the expenditure required to settle the present obligation at the
end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognised as finance cost.
A contract is considered as onerous when the expected economic benefits to be derived by the Company
from the contract are lower than the unavoidable cost of meeting its obligations under the contract.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Company or a present obligation that is not recognised because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognised because it cannot be measured reliably. The Company
does not recognise a contingent liability but discloses its existence in the financial statements.
Provision for Bonus points redemption
The Company has a reward point program which allows card members to earn points based on spends
through the cards that can be redeemed for cash. The liability for reward points outstanding as at the
year-end and expected to be redeemed in the future is estimated based on an actuarial valuation.
3.11 Inventories: Inventory, if any, is valued at cost (arrived on FIFO basis) or net realizable value, whichever
is lower.
The cost for inventory valuation includes the amount of tax or other such amount (other than those
subsequently recoverable from the taxing authorities such as Input Tax Credit) incurred to bring the goods
to the place of its location and condition as at the year end.
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3.12 Goods and services tax paid on acquisition of assets or on incurring expenses:
Expenses and assets are recognised net of the goods and services tax / value added taxes paid, except:
a) When the tax incurred on a purchase of assets or services is not recoverable from the taxation
authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as
part of the expense item, as applicable.
b) When receivables and payables are stated with the amount of tax included.
The net amount of tax recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the balance sheet.
3.13 Earning Per Share
The Company reports basic and diluted earnings per share in accordance with Ind AS 33 on Earnings per
share. Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity shareholders
(after deducting preference dividend and attributable taxes) by the weighted average number of equity
shares outstanding during the year.
Diluted EPS is calculated by dividing the net profit attributable to equity holders of the Company by
the weighted average number of equity shares outstanding during the year plus the weighted average
number of equity shares that would be issued on the conversion of all the dilutive potential ordinary
shares into ordinary shares.
3.14 Contingencies and events occurring after the Balance Sheet date
Events occurring after the date of the Balance Sheet, which provide further evidence of conditions that
existed at the Balance Sheet date or that arose subsequently, are considered up to the date of approval of
accounts by the Board of Directors, where material.
3.15 Foreign currency transaction
Foreign currency transactions are accounted for at the rates prevailing on the date of the transaction.
Exchange differences, if any arising out of transactions settled during the year are recognised in the
Statement of Profit and Loss.
Monetary assets and liabilities denoted in foreign currencies as at the Balance Sheet date are translated
at the closing exchange rates. Resultant exchange differences, if any, are recognised in the Statement
of Profit and Loss and related assets and liabilities are accordingly restated in the Balance Sheet. Non-
monetary items which are carried in terms of historical cost denominated in a foreign currency at the
Balance Sheet date are reported using exchange rates at the date of the transaction.
3.16 Statutory Reserve
In accordance with section 45-IC of the RBI Act, 1934, the Company creates a reserve fund and transfers
therein a sum not less than twenty per cent of its net profit every year as disclosed in the Statement of
Profit and loss before any dividend is declared.
3.17 Significant accounting judgements, estimates and assumptions
The preparation of the Company’s financial statements in conformity with the Ind AS requires the
management to make judgments, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities and the accompanying disclosure and the disclosure of contingent
liabilities, at the end of the reporting period. Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates
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are revised, and future periods are affected. Although these estimates are based on the management’s
best knowledge of current events and actions, uncertainty about these assumptions and estimates could
result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in
future periods.
In particular, information about significant areas of estimation, uncertainty and critical judgments in
applying accounting policies that have the most significant effect on the amounts recognized in the
financial statements is included in the following notes:
3.18 Critical judgements and key source of estimation
3.18.1 Critical judgements in applying accounting polices:
3.18.1.1 Business model assessment
Classification and measurement of financial assets depends on the results of the solely payments of principal
and interest (SPPI) and the business model test. The Company determines the business model at a level that
reflects how Company’s financial assets are managed together to achieve a particular business objective.
This assessment includes judgment reflecting all relevant evidence including how the performance of
the assets is evaluated and their performance is measured, the risks that affect the performance of the
assets and how these are managed and how the managers of the assets are compensated. The Company
monitors financial assets measured at amortised cost that are derecognised prior to their maturity to
understand the quantum, the reason for their disposal and whether the reasons are consistent with the
objective of the business for which the asset was held. Monitoring is part of the Company’s continuous
assessment of whether the business model for which the remaining financial assets are held continues to
be appropriate and if it is not appropriate whether there has been a change in business model and so a
prospective change to the classification of those assets.
3.18.2 Key source of estimation uncertainty:
The following are the key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, as described
below. The Company based its assumptions and estimates on parameters available when the financial
statements were prepared. Existing circumstances and assumptions about future developments, however,
may change due to market changes or circumstances arising that are beyond the control of the Company.
Such changes are reflected in the assumptions when they occur.
3.18.2.1 Effective Interest Rate (EIR) Method
The Company’s EIR methodology, as explained in Note 4.1, recognises interest income / expense using a
rate of return that represents the best estimate of a constant rate of return over the expected behavioural
life of loans taken and recognises the effect of potentially different interest rates at various stages and
other characteristics of the product life cycle including prepayments and penalty interest and charges.
This estimation, by nature requires an element of judgement regarding the expected behaviour and life
cycle of the instrument, as well expected changes to India’s base rate and other fee income/expenses that
are integral part of the instrument.
3.18.2.2 Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If
any indication exists, the company estimates the asset’s recoverable amount. An asset’s recoverable amount
is higher of an asset’s fair value less cost of disposal and its value in use. Where the carrying amount exceeds
its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
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3.18.2.3 Provision and contingent liabilities
The Company operates in a regulatory and legal environment that, by nature, has a heightened element
of litigation risk inherent to its operations. As a result, it is involved in various litigation, arbitration and
regulatory investigations and proceedings in the ordinary course of its business.
When the Company can reliably measure the outflow of economic benefits in relation to a specific case
and considers such outflows to be probable, the Company records a provision against the case. Where the
probability of outflow is considered to be remote, or probable, but a reliable estimate cannot be made, a
contingent liability is disclosed.
Given the subjectivity and uncertainty of determining the probability and amount of losses, the Company
takes into account a number of factors including legal advice, the stage of the matter and historical
evidence from similar incidents. Significant judgment is required to conclude on these estimates.
3.18.2.4 Leases- Estimating the Incremental Borrowing Rate
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its
incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company
would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain
an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore
reflects what the Company ‘would have to pay’, which requires estimation when no observable rates are
available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company
estimates the IBR using observable inputs when available and is required to make certain entity-specific
estimates.
3.18.2.5 Defined employee benefit assets and liabilities
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include the determination of the discount rate; future
salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term
nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions
are reviewed at each reporting date.
3.18.2.6. Card life
Estimation of card life relies on behavioural life trend established basis past customer behaviour/ observed
life cycle
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Notes to financial statements for the year ended 31st March 2021
Note 4: Cash and cash equivalents

Particulars “As at “As at “As at
Cash on hand 0.02 0.02 0.01
Balances with bank* 158.82 132.57 260.63
Total 158.84 132.59 260.64
The Company has taken bank overdraft, however, the same is not considered as a part of cash and cash
equivalent for cash flow statement.
*includes unspent amount of CSR of Rs. 2.18 mn lying in current account.
Note 5: Trade Receivables
31 March 31 March 1 April 2019”
2021” 2020”
Receivable considered good
- Unsecured
To be realised within twelve months after reporting date: 309.32 379.21 484.69
To be realised after twelve months after reporting date: 54.59 66.92 153.06
Total 363.91 446.13 637.75
Trade receivable from related party “As at “As at “As at
31 March 31 March 1 April 2019”
2021” 2020”
Bank of Baroda 326.14 381.21 512.31
Subsidiary of Bank of Baroda 0.26 0.50 4.87
Trade receivables are non-interest bearing and are generally on terms of 0 to 90 days.
Trade receivable includes majority receivables from holding company (i.e. Bank of Baroda) and the Company
do not perceive any credit risk on that
No trade or other receivable are due from directors or other officers of the company either severally or jointly
with any other person.
71
71
Note 6: Loans and advances
Loans As At 31st As At 31st As At 1st April
March 2021 March 2020 2019
At Amortised Cost
A)
Loan and advance to customer
To be realised within twelve months after reporting 7,901.15 4,281.91 2,636.79
date
To be realised after twelve months after reporting date 873.70 372.49 300.70
Total (A) -Gross 8,774.84 4,654.40 2,937.49
Less:Impairment loss allowance (1,344.55) (672.24) (357.92)
Total (A) - Net 7,430.30 3,982.16 2,579.57
B)
Secured by lien on Fixed Deposits 247.96 114.54 36.03
Unsecured 8,526.89 4,539.86 2,901.46
Total (B)-Gross 8,774.84 4,654.40 2,937.49
Less: Impairment loss allowance (1,344.55) (672.24) (357.92)
Total (B)-Net 7,430.30 3,982.16 2,579.57
C) Loans in India
Public Sector - - -
Others 8,774.84 4,654.40 2,937.49
Total (C)- Gross 8,774.84 4,654.40 2,937.49
Total(C) -Net 7,430.30 3,982.16 2,579.57
D)
standard Advances 8,121.32 4,369.91 2,679.25
Less: Impairment loss allowance (691.02) (387.75) (99.68)
Total 7,430.30 3,982.16 2,579.57
Sub- standard Advances 653.53 284.49 258.24
Less: Impairment loss allowance (653.53) (284.49) (258.24)
Total - - -
Total (D) Gross 8,774.84 4,654.40 2,937.49
Total (D) Net 7,430.30 3,982.16 2,579.57
Note 7: Investments
At Amortised Cost
- - -
Total - - -
72
During the year ending 31st March, 2021 the Company has purchased and sold units of Mutual funds, the
details of which are as follows.
Fund Name Units Purchased Sales amount
amount
Baroda liquid fund 5,224,640.3580 6,404.15 7,454.10
Baroda overnight plant 988,308.4130 1,049.95 1,050.27
Total 6,212,948.7710 7,454.10 8,504.37
Fund Name Units Purchased Sales amount
amount
Baroda Liquid Fund- Direct Plan Growth 3,268,825.1590 3,480.00 3,480.79
Total 3,268,825.1590 3,480.00 3,480.79
Note 8: Other financial assets

To be realised within twelve months after reporting
date:
Unsecured considered good
Advance to employees 1.46 2.16 2.90
Advance Others 0.18 0.06 0.04
Advance towards Gratuity fund 0.13 - 4.12
Advance to Vendor 2.88 0.75 0.26
Unrecovered Merchant Payment 24.11 6.19 0.91
Recoverable towards Settlement Agency 79.12 31.09 118.89
Recoverable from Oil Marketing Company 4.91 14.06 27.04
Receivable from Government 10.58 - -
Insurance receivable 0.02 - -
Chargeback recoverable 7.60 19.20 25.82
Less: Impairment allowance (1.13) (11.64) (14.14)
To be realised after twelve months after reporting
date:
Unsecured consisered good
Security deposits 12.66 4.13 3.70
Total 142.51 65.99 169.53
Note 9: Deferred Tax Assets

Particulars "As at "As at "As at
31 March 2021" 31 March 2020" 1 April 2019"
Deferred tax assets 441.86 238.43 154.85
Total 441.86 238.43 154.85
73
73
The following table shows deferred tax recorded in the balancesheet and charges recorded in the income tax
expnese for the year ended 31st March 2021.
Recongnised Recongnised
Closing balance
opening in profit and in other
Deferred tax assets (liabilities) as on 31st
balance loss (expense)/ comprehensive
March 2021
Income income
Property plant and equipment 70.14 16.09 - 86.22
Provision for expenses 22.15 9.46 (0.57) 31.04
ECL provision 182.84 185.33 - 368.17
Deferred revenue 7.03 11.19 - 18.22
Amortisation of Card acquisition (44.29) (18.99) - (63.28)
cost
Processing fees 0.55 1.19 - 1.74
Debt issue expenses - (0.26) - (0.26)
Total 238.43 204.00 -0.57 441.86
The following table shows deferred tax recorded in the balancesheet and charges recorded in the income tax
expnese for the year ended 31st March 2020.
Deferred tax assets (liabilities) opening Recongnised Recongnised Closing balance
balance in profit and in other as on 31st
loss (expense)/ comprehensive March 2020
Income income
Property plant and equipment 53.39 16.75 - 70.14
Provision for expenses 20.11 0.04 1.99 22.15
ECL provision 92.09 90.75 - 182.84
Amortisation of Card acquisition (14.33) (29.96) - (44.29)
cost
Total 154.85 81.58 1.99 238.43
74
Note 10: Property, plant and equipment

Particulars Computers EDC Office Furniture & Plant & Vehicles Total
& Printers Machines Equipments Fixtures Machinery
Gross block
Deemed cost as at April 01, 2019 10.57 360.54 2.14 4.41 2.05 0.76 380.47
Additions 16.63 - 1.60 0.51 0.54 - 19.29
Disposals (0.97) (0.14) (0.07) (0.02) - - (1.21)
At March 31, 2020 26.23 360.40 3.68 4.90 2.59 0.76 398.55
Additions 7.97 7.25 1.73 1.00 - 17.95
Disposals (0.06) (0.66) (0.07) (0.04) - - (0.83)
At March 31, 2021 34.14 359.74 10.86 6.59 3.59 0.76 415.67
Depreciation and impairment:
At April 01, 2019
Disposals (0.08) (0.03) (0.01) (0.00) - - (0.13)
Depreciation charge for the year 6.70 141.22 1.32 1.23 0.16 0.31 150.94
At March 31, 2020 6.62 141.19 1.31 1.22 0.16 0.31 150.81
Disposals (0.02) (0.49) (0.04) (0.02) - - (0.57)
Depreciation charge for the year 9.07 125.95 2.05 1.02 0.20 0.14 138.43
At March 31, 2021 15.67 266.65 3.32 2.23 0.36 0.45 288.67
Net book value:
At April 01, 2019 10.57 360.54 2.14 4.41 2.05 0.76 380.47
At March 31, 2020 19.61 219.21 2.37 3.67 2.43 0.45 247.75
At March 31, 2021 18.47 93.09 7.53 4.36 3.23 0.31 127.00
75
75
Note 11: Right-of-use assets

Particulars Right-of-use Building
Gross block
At April 01, 2019 105.34
Additions -
Disposals -
At March 31, 2020 105.34
Additions 93.51
Disposals (49.20)
At March 31, 2021 149.65
At April 01, 2019 -
Disposals -
Depreciation charge for the year 39.90
At March 31, 2020 39.90
Disposals -
At March 31, 2021 68.37
Net book value:
At April 01, 2019 105.34
At March 31, 2020 65.44
At March 31, 2021 81.28
Note 12: Other intangible assets

Particulars Computer Software
Gross block
Deemed cost as at April 01, 2019 12.11
Additions 1.50
Disposals -
At March 31, 2020 13.61
Additions 24.22
Disposals (3.71)
At March 31, 2021 34.12
Accumulative amortisation and impairment:
At April 01, 2019 -
Disposals -
Amortisation for the year 2.95
At March 31, 2020 2.95
Disposals (1.05)
At March 31, 2021 4.76
Net book value:
At April 01, 2019 12.11
At March 31, 2020 10.66
At March 31, 2021 29.37
76
Note 13: Other non-financial assets

To be realised within twelve months after reporting
date:
Goods & service tax credit (input) receivable 148.59 40.11 32.35
Prepaid expenses
Unamortised card acquisition cost (contract asset) 58.62 36.33 12.01
Unamortised borrowing cost (OD processing charges) - 0.75 -
Deferred lease expenses 2.26 - -
Deferred employee cost - 0.98 1.66
Prepaid expenses 13.93 11.73 6.61
To be realised after twelve months after reporting
date:
Unamortised card acquisition cost (contract asset) 158.68 115.76 37.18
Advance tax (net of Provisions for taxation and tax 291.71 211.01 93.23
deducted at source)
Prepaid expenses 1.73 0.25 0.38
Total 675.52 416.92 183.43
Note 14: Payables

Payable within twelve months after reporting date:
Trade payables
(i) total outstanding dues of micro enterprises and 1.69 0.44 0.83
small enterprises
(ii) total outstanding dues of creditors other than micro 70.54 152.77 67.03
Total 72.23 153.20 67.86
77
77
Disclosures under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
i) Principal amount remaining unpaid 1.69 0.44 0.83
ii) Interest due thereon remaining unpaid Nil Nil Nil
iii) Interest paid by the Company in terms of Section Nil Nil Nil
16 of the Micro, Small and Medium Enterprises
Development Act, 2006, along with the amount of the
payment made to the supplier beyond the appointed
day
iv) Interest due and payable for the period of delay in Nil Nil Nil
making payment (which have been paid but beyond
the appointed day during the period) but without
adding interest specified under the Micro, Small and
Medium Enterprises Act, 2006
v) Interest accrued and remaining unpaid Nil Nil Nil
vi) Interest remaining due and payable even in the Nil Nil Nil
succeeding years, until such date when the interest
dues as above are actually paid to the small enterprises
The above information has been compiled in respect of parties to the extent to which they could be identified
as Micro, Small and Medium Enterprises , on the basis of information available with the Company.This has
been relied upon by the auditors.
Note 15: Debt securities

particulars As At 31st As At 31st As At 1st April
March 2021 March 2020 2019
At Amortised cost
Unsecured:
- To be settled within twelve months after reporting date;
Commercial paper 3,565.17 - -
- To be settled after twelve months after reporting date;
Debentures 499.11 - -
Total (A) 4,064.28 - -
Debt securities in India 4,064.28 - -
Debt securities outside India - - -
Total (B) to tally with (A) 4,064.28 - -
78
Particulars of Unsecured Redeemable Non Convertible Debentures

Unsecured Redeemable Non Convertible
Debentures
7.65 % Unsecured Tier II NCD of Rs.10,00,000 each 500.00
INE027208011 (Redeemable at par in March'2031)
Total 500.00 - -
Less: Unamortized Expense 0.89 - -
Total 499.11 - -
Particulars of Commercial paper

Particulars Rate of Date of "As at "As at "As at
interest maturity 31 March 2021" 31 March 2020" 1 April 2019"
Commercial Papers
Commercial Paper - INE027214100 3.80 5/28/2021 1,250.00 - -
Total 3,600.00 - -
Less: Unamortized discount 34.83 - -
Total 3,565.17 - -
Note 16: Borrowings other than debt securities & Leased liabilities
Particulars As At 31st As At 31st As At 1st April
March 2021 March 2020 2019
At Amortised Cost
Unsecured
To be settled within twelve months after reporting date;
Working capital loan
(a) From banks (Related party) 903.45 179.88 995.19
(b) From Bank (other than Related Party) 1,600.00 2,555.69 -
(c) Leased liabilties 14.68 20.44 36.70
To be settled after twelve months after reporting date;
(a) Leased liabilties 66.52 47.53 67.47
Total (A) 2,584.65 2,803.53 1,099.36
Borrowings in India 2,584.65 2,803.53 1,099.36
Total (B) to tally with (A) 2,584.65 2,803.53 1,099.36
The Company has been regular with repayment of interest and principal on all its borrowings and there is no
overdue on the reporting date.
79
79
Terms of repayment:
Term loans from Banks : Unsecured
Lender Name Tenure "As at "As at "As at
(months) 31 March 2021" 31 March 2020" 1 April 2019"
HDFC Bank 12 months 1,000.00 555.69 -
Hongkong & shanghai Banking 12 months 600.00 2,000.00 -
Corporation
Bank of Baroda 12 months 903.45 179.88 995.19
Total Borrowings other than debt 2,503.45 2,735.57 995.19
securities, above
Net Debt Reconciliation for the year ended 31st March 2021
Particulars Opening bal Cash flow Non Cash changes Closing
Interest / others balance
amortisation
Commercial paper - 3,565.17 - - 3,565.17
Debenture - 499.11 - - 499.11
working capital loan 2,735.57 (232.11) - - 2,503.45
leased liabilities 67.97 - 7.34 5.89 81.20
Total 2,803.53 3,832.17 7.34 5.89 6,648.93
Particulars Opening bal Cash flow Non Cash changes Closing
Interest / others balance
amortisation
Working capital loan 995.19 1,740.37 - - 2,735.57
Leased liabilities 104.17 - 7.49 43.69 67.97
Total 1,099.36 1,740.37 7.49 43.69 2,803.53
80
Note 17: Other financial liabilities

Liabilities to be settled within twelve months after
reporting date
Credit Balance In Cancelled Cards 1.62 1.31 1.62
Insurance Claim Payable 0.28 0.35 1.71
Charge back hold 11.07 17.96 23.11
Merchant payment on hold 20.79 75.90 225.51
Payable to merchant - - 215.88
Onus Chargeback 6.72 8.46 3.12
Other Payable 12.15 2.43 36.44
Payable to employees 0.25 0.41 0.78
Advance from customers 104.47 63.09 -
Liabilities to be settled after twelve months after
reporting date
Refundable Deposit 6.30 6.63 3.75
Merchant payment on hold 6.93 25.30 75.17
Total 170.58 201.84 587.08
Note 18: Provisions

Provision for employee benefits
reporting date
Gratuity - 0.20 -
Staff incentive 0.44 21.54 24.50
reporting date
Provision for compensated absences 17.67 21.59 33.62
Others
reporting date
Provision for Reward Point Expenses 81.33 35.91 24.65
Provision for CSR activities 1.91 3.90 -
Provision For Expenses 336.92 245.13 132.14
reporting date
Provision for Reward Point Expenses - 6.34 4.35
Total 438.27 334.60 219.27
81
81
Note 19: Other Non-financial liabilities

reporting date
Statutory dues payable 166.54 93.68 70.03
Unearned Income 1.86 - -
Contract liability (deferment of annual fees) 62.57 24.16 11.64
Total 230.97 117.84 81.67
Note 20: Equity Share Capital
The reconciliation of equity shares outstanding at the beginning and at the end of the period
Authorised Share capital "As at "As at "As at
40,00,00,000 (P.Y. 20,00,00,000) Equity Shares of Rs 10/- 4,000.00 2,000.00 2,000.00
Each
4,000.00 2,000.00 2,000.00
Issued and fully paid up
17,50,00,000 (P.Y.17,50,00,000) Equity Shares of Rs 10/- 1,750.00 1,750.00 1,750.00
each fully paid up
Total 1,750.00 1,750.00 1,750.00

Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end
of the year
Particulars " As at As at March 31, As at April 01,
31 March 2021 " 2020 2019
Number of Rs. In Number of Rs. In Number of Rs. In
shares million shares million shares million
At the beginning of the 175,000,000 1,750.00 175,000,000 1,750.00 175,000,000 1,750.00
reporting year
Add: Issued during the year- - - - - -
Preferential allotment
At the close of the reporting year 175,000,000 1,750.00 175,000,000 1,750.00 175,000,000 1,750.00
82
Equity Shares
The Company has only one class of equity shares having a par value of Rs 10 per share. Each holder of equity
shares is entitled to one vote per share. The dividend, if any, is proposed by the Board of Directors and is
subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation
of Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.
Details of shareholders holding more than 5% shares in the Company

Equity Shares
Particulars 31 March 2021 31 March 2020 01 April 2019
Number in % holding Number in % holding Number in % holding
million in the class million in the class million in the class
Bank of Baroda 175 100.00% 175 100.00% 175 100.00%
* The Bank holds 17,49,99,300 shares in its own name and the balance shares through its -7- nominee
shareholders holding 100 shares each.
Note 21: Other Equity

Statutory Reserve pursuant to Section 45-IC of the RBI 352.17 352.17 352.17
Act, 1934
Retained Earning (191.66) (97.04) 338.32
Total 160.51 255.14 690.50
a) Statutory Reserve pursuant to Section 45-IC of the RBI Act, 1934

Opening Balance 352.17 352.17 352.17
Add: Transfer from Surplus in the Statement of Profit - - -
and Loss
Closing Balance 352.17 352.17 352.17
b) Retained earning
Opening Balance (97.04) 338.32 374.42
Less : Loss during the year (96.01) (430.51) (36.10)
Add: Adjsutment for Other Comprehensive income 1.39 (4.85) -
Closing Balance (191.66) (97.04) 338.32

83
83
Nature and purpose of Reserves

Statutory reserve
The Company created a reserve pursuant to section 45 IC the Reserve Bank of India Act, 1934 by transferring
amount not less than twenty per cent of its net profit every year as disclosed in the Statement of Profit and Loss
and before any dividend.
Note 22: Interest income

Particulars March 31, 2021 March 31, 2020
On financial assets measured at amortised cost
Interest on credit card loans 1,100.96 839.31
Other interest 0.42 0.35
Total 1,101.39 839.66
Note 23: Income from fees and services

Income from Fees 982.65 624.62
Income from Merchant Operations 1,237.36 1,464.53
Income from Debit Card Operations 64.81 83.17
Total 2,284.82 2,172.32
Note 24: Other income

Income from mutual fund 4.47 0.79
Provision for standard assets written back - 10.42
Liability no longer required written back 108.82 78.87
Reversal of Provision for loss due to fraud 2.33 -
Profit on derecognition of lease assets 5.56 -
Profit on sale of fixed assets 0.77 0.22
Miscellaneous income 0.15 11.03
Bad Debts Recovered 11.71 10.81
Total 133.82 112.15
Note 25: Finance Cost

At Amortised Cost
Interest on lease liability 7.34 7.49
Interest on borrowings 180.50 122.67
Interest on Commercial Paper and Bonds 89.55 31.66
Interest on Debentures 2.41 -
Total 279.80 161.83
84
Note 26: Impairment on financial instruments

(i) Loans 672.31 314.32
(ii) Others receivable (10.51) 7.92
(iii) Bad debts written off 174.86 149.93
(iv) Balance written off 16.17 10.46
Total 852.83 482.63
Note 27: Employee benefit expenses

Salaries and wages 537.30 462.22
Contribution to provident and other funds 39.39 34.67
Staff welfare expenses 8.31 9.52
Total 585.00 506.41
Note 28: Other expenses

Wages & Salaries to Substaff -Contractor 379.92 449.02
Business Promotion expenses 239.48 163.51
Postage & Courier 20.76 41.15
Software/ I.T. Expenses 57.34 50.53
Travelling Expenses 10.06 13.39
Legal and Professional 19.87 29.58
Share Issue Expenses 10.87 -
Printing & Stationery 7.39 14.41
Bank Charges 26.07 14.16
Fixed Asset Written Off 2.74 0.74
Repairs & Maintenance 5.97 13.38
Communication Expenses 48.69 33.58
Insurance Expenses 10.91 13.96
Electricity Expenses 4.58 5.44
Advertisement Expenses 0.27 1.05
Other Administrative Expenses 10.26 23.84
Foreign Exchange Fluctuation Loss 0.59 0.54
Rate& Taxes 0.61 0.09
Rent 35.18 19.55
"Auditors Remuneration"
- as auditor 0.79 0.37
- tax audit fees 0.18 0.17
- for certification 0.40 0.07
Miscellaneous Expenses 0.03 0.06
Director's sitting fees 0.39 0.29
Losses due to frauds - 3.74
Interchange fees 364.03 940.41
EDC Processing Charges 124.42 132.03
GPRS Connectivity Charges (POS) 16.58 18.22
85
85
Scheme charges 263.96 181.92
Card Verification Charges 40.79 67.86
Card issuance cost 23.79 27.67
Documents verification charges debited (net) (3.25) 5.25
Consumption of Credit Card Plastic 3.73 2.84
Card embossing charges 1.24 0.93
Bonus Point expenses 139.76 59.15
Recovery Agent Charges 91.73 48.48
Data Processing Charges 5.71 0.97
Consumption of Debit Card Plastic 18.76 15.74
Debit card Operation expenses 16.05 25.22
Total 2,000.63 2,419.29
Details of CSR expenditure:

a. Gross amount required to be spent by the Company during the year 2020-21 -Nil (Previous year - Rs. 4.58 mn )
b) Amount spent during the year ending
In cash* Yet to be paid in In cash* Yet to be paid in
cash cash
i Construction/Acquisition of any assets Nil Nil Nil Nil
ii Purposes other than (i) above Nil Nil 0.68 Nil
c. Related party transactions in relation to Corporate Social Responsibility : N.A.

d. Provision movement during the year
Opening provision 3.90 Nil
Addition during the year - 4.58
Utilised during the year* (2.00) (0.68)
Closing provision 1.90 3.90
* Represents actual outflow during the year.
Note 29: Earnings per share
Basic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to equity holders
of Company by the weighted average number of equity shares outstanding during the year.
Diluted EPS is calculated by dividing the net profit attributable to equity holders of Company (after adjusting
for interest on the convertible preference shares and interest on the convertible bond, in each case, net of tax)
by the weighted average number of equity shares outstanding during the year plus the weighted average
number of equity shares that would be issued on the conversion of all the dilutive potential ordinary shares
into ordinary shares.

Following reflects the profit and share data used in EPS computations:
Basic/ Diluted
Weighted average number of equity shares for computation of Basic EPS 175,000,000.00 175,000,000.00
Net profit for calculation of basic EPS (94.62) (435.36)
Basic earning per share (In Rs.) (0.54) (2.49)
86
Diluted
Weighted average number of equity shares for computation of Diluted EPS 175,000,000.00 175,000,000.00
Net profit for calculation of Diluted EPS (94.62) (435.36)
Diluted earning per share (In Rs.) (0.54) (2.49)
Nominal / Face Value of equity shares (In Rs.) 10.00 10.00

Note 30: Income tax
The components of income tax expense for the year ended March 31, 2021 and March 31, 2020 are:
Profit or loss section March 31, 2021 March 31, 2020

Current income tax:
Income tax - Current year 74.68 -
Deferred tax- Current year (204.00) (81.58)
Income tax expense reported in the statement of profit or loss (129.32) (81.58)
Other Comprehensive Income section March 31, 2021 March 31, 2020
Deferred tax expense recongnised in Other comprehensive income (0.57) 1.99
Income tax expense reported in the Other Comprehensive section (0.57) 1.99
Reconciliation of tax expense and the accounting profit March 31, 2021 March 31, 2020
Profit/(loss) before tax from a continuing operations (225.34) (512.09)
Income tax rate (as on March 31, 2021 29.12% 29.12%
Income tax expenses (65.62) -
Tax effect of:
Others adjustments 140.29 -
deferred tax on timing difference (204.00) (81.58)
Income tax expense recognised in the statement of profit and loss (129.33) (81.58)
* The Company may adopt taxation regim under section 115BAA under Income tax Act for year under review.
The tax rate under 115BAA is at 25.168%
Note 31: Retirement benefit plan
i) Defined contribution plan
The Company makes Contribution which are defined contributions plans, for qualifying employees. Under,
the schemes, the company is required to contribute a specified percentage of the payroll costs to fund the
benefits. The contributions payable to these plans by the Company are at rates specified in the rules of scheme.
During the year, the Company has recognised the following amounts in the Statement of profit and loss:
Particulars " Year ended " Year ended
31 March 2021 " 31 March 2020 "
Employers’ Contribution to Employee’s Provident Fund1 29.81 28.25
Employee State Insurance Corporations (ESIC) 0.70 0.60
Contribution to National Pension Scheme 2.27 1.03
Labour Welfare Fund 0.02 0.02
Total 32.80 29.90
1
Provident fund is a defined contribution plan. The contribution towards provident fund has been deposited
with Regional Provident Fund Commissioner and is charged to Statement of Profit and Loss.
87
87
ii) Defined benefit plan

The Company has a defined benefit gratuity plan (unfunded). The company’s defined benefit gratuity plan
is a final salary plan for employees, which requires contributions to be made to a separately administered
fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has
completed five years of service is entitled to specific benefit. The level of benefits provided depends on the
member’s length of service and last drawn salary.
Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which
are detailed below:
a) Change in bond yields -
A decrease in government bond yields will increase plan liabilities.
b) Inflation risk -
The present value of some of the defined benefit plan obligations are calculated with reference to the future
salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s
liability.
c) Life expectancy -
The present value of defined benefit plan obligation is calculated by reference to the best estimate of the
mortality of plan participants, both during and after the employment. An increase in the life expectancy of the
plan participants will increase the plan’s liability.
The following tables summarise the components of net benefit expense recognised in the statement of profit
or loss and the funded status and amounts recognised in the balance sheet for the respective plans:
Table showing change in the present value of projected benefit obligation
Particulars " As at " As at
March 31, 2021" March 31, 2020 "
Change in benefit obligations
Present value of benefit obligation at the beginning of the year 36.93 23.71
Interest on defined benefit obligation 2.11 1.79
Current Service cost 6.79 5.29
Liability Transferred In/Acquisition -
(Benefit Paid From the Fund) - (0.32)
Actuarial (Gains) on Obligations - Due to Change in Demographic Assumptions - 3.82
Actuarial (Gains) on Obligations - Due to Change in Financial Assumptions 0.33 2.17
Actuarial Losses on Obligations - Due to Experience (1.84) 0.47
Liability at the end of the year 44.32 36.93
Table Showing Change in the Fair Value of Plan Assets
Particulars " As at " As at
March 31, 2021 " March 31, 2020 "
Fair Value of Plan Assets at the Beginning of the Period 36.73 27.83
Interest income 2.30 2.32
Contributions by the Employer 4.96 7.29
Benefit Paid From the Fund - (0.32)
Return on Plan Assets, Excluding Interest Income 0.45 (0.39)
Fair Value of Plan Assets at the End of the Period 44.45 36.73
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Amount recognized in the Balance Sheet

Particulars "As at " As at " As at
March 31, 2021" March 31, 2020" April 01, 2019"
Present value of unfunded defined benefit obligation 44.32 36.93 23.71
Amount not recognized due to asset limit (44.45) (36.73) (27.83)
Net defined benefit liability / (asset) recognized in (0.13) 0.20 (4.12)
balance sheet
Current (0.13) 0.20 (4.12)
Non-current - - -
Expenses recognized in the Statement of Profit and Loss

Particulars "As at "As at
March 31, 2021" March 31, 2020"
Current service cost 6.79 5.29
Interest on net defined benefit liability / (asset) (0.20) (0.52)
Total expense charged to profit and loss account 6.59 4.77
Expenses recognized in the Other comprehensive income (OCI)

Opening amount recognized in OCI outside profit and
loss account
Remeasurements during the period due to
Changes in financial assumptions 0.33 2.17 -
Changes in demographic assumptions - 3.82 -
Return on plan assets excluding amounts included in (0.45) 0.39 (1.02)
interest income
Experience adjustments (1.84) 0.47 (2.69)
Closing amount recognized in OCI outside profit (1.96) 6.84 (3.71)
and loss account
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The actuarial assumptions used to determine benefit obligations as at March 31, 2021, March 31, 2020 and
April 01, 2019 are as follows:
Particulars " As at " As at " As at
Discount Rate 6.05% p.a. 6.20% p.a. 7.75% p.a
Expected return on plan assets 6.05% p.a. 6.20% p.a. 7.75% p.a
Retirement Age (years): 60 years 60 years 60 years
Mortality tables 2012-14 2012-14 2006-08
withdrawal rates per annum
25 & below 18% 18% 15%
25 to 35 18% 18% 15%
35 to 45 18% 18% 3%
45 to 55 18% 18% 2%
55 and above 18% 18% 1%
Salary escalation rate 8.00% p.a for 8.00% p.a for 9.00% p.a for
next 1 years next 2 years next 3 years
& 6.00% p.a & 6.00% p.a & 6.00% p.a
thereafter thereafter thereafter
Balance sheet reconciliation
Opening net liability 0.20 (4.12) 2.18
Expenses recognized in Statement of Profit and Loss 6.59 4.77 3.23
Expenses recognized in OCI (1.96) 6.84 (3.71)
Employer's Contribution (4.96) (7.29) (5.82)
Net liability recognized in the Balance Sheet (0.13) 0.20 (4.12)
Cash Flow Projection
Expected cash flow profile of the benefits to be paid to the current membership of the plan based on past
service of the employees as at the valuation date
Expected benefits for year 1 6.44 5.90 1.11
Expected benefits for year 6 to 10 years cash flow 18.44 14.91 6.59
Sensitivity analysis
Projected benefit obligation on current assumptions
Delta effect of +0.5% change in rate of discounting 43.24 36.06 22.32
Delta effect of -0.5% change in rate of discounting 45.45 37.85 25.22
Delta effect of +0.5% change in rate of salary increase 45.36 37.78 24.55
Delta effect of -0.5% change in rate of salary increase 43.27 36.09 22.76
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Note 32: Maturity analysis of assets and liabilities
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.
Particulars 31-Mar-21 31-Mar-20 1-Apr-19
Within 12 After 12 Total Within 12 After 12 Total Within 12 After 12 Total
months months months months months months
Assets
Financial assets
Cash and cash equivalents 158.84 - 158.84 132.59 - 132.59 260.64 - 260.64
Bank Balance other than above - - - - - - - - -
Trade Receivables 309.32 54.59 363.91 379.21 66.92 446.13 484.69 153.06 637.75
Loans 7,225.75 204.55 7,430.30 3,894.16 88.00 3,982.16 2,537.11 42.46 2,579.57
Other financial assets 129.85 12.66 142.51 61.86 4.13 65.99 165.83 3.70 169.53
Non-financial Assets
Inventory - 1.00 1.00 - 10.08 10.08 - 10.81 10.81
Current tax assets (net) - 441.86 441.86 - 238.43 238.43 - 154.85 154.85
Property, plant and equipment - 127.00 127.00 - 247.75 247.75 - 380.47 380.47
Right-of-use assets 17.73 63.55 81.28 21.03 44.41 65.44 - 105.64 105.64
Intangible assets under development - 19.91 19.91 - - - 0.93 0.93
Other intangible assets - 29.37 29.37 - 10.66 10.66 - 12.11 12.11
Other non financial assets 223.40 452.12 675.52 89.91 327.02 416.92 52.63 130.80 183.43
Total assets 8,064.89 1,406.61 9,471.49 4,578.76 1,037.39 5,616.15 3,500.90 994.84 4,495.74
Liabilities
Payables
Trade Payables
(i) total outstanding dues of micro 1.69 - 1.69 0.44 - 0.44 0.83 - 0.83
(ii) total outstanding dues of creditors 70.54 - 70.54 152.77 - 152.77 67.03 - 67.03
other than micro enterprises and small
enterprises
Debt Securities 3,565.17 499.11 4,064.28 - - - -
Borrowings (other than debt securities) 2,518.13 66.52 2,584.65 2,756.00 47.53 2,803.53 1,031.89 67.47 1,099.36
Other Financial liabilities 157.36 13.22 170.58 169.92 31.93 201.84 508.17 78.92 587.08
Non-financial Liabilities
Provisions 420.60 17.67 438.27 306.68 27.92 334.60 181.30 37.97 219.27
Other non-financial liabilities 230.97 - 230.97 117.84 - 117.84 81.67 - 81.67
Total Liabilities 6,964.46 596.52 7,560.98 3,503.64 107.38 3,611.02 1,870.88 184.36 2,055.24
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Net 1,100.42 810.09 1,910.51 1,075.12 930.01 2,005.13 1,630.02 810.48 2,440.49
Note 33: Revenue from Contract with Customer
The Company derives revenue from a variety of service contract with customers which are governed by IND AS
115 such as interchange income, annual fees, business development incentives and other fees etc. Below table
shows revenue from contract with customer.
Revenue from services March 31, 2021 March 31, 2020
Income from fees and services 2,284.82 2,172.32
Income from Consultancy 114.48 117.51
Business development incentives 28.19 15.09
Total 2,427.49 2,304.91
Disaggregation of Revenue:
The Company is engaged in the business of issuing credit cards to consumers in India. It also provides support
to Bank of Baroda by carrying out its merchant acquiring operations and manpower/consultancy services. The
segment wise bifurcation is provided in note no 38.
Receivable from contract with customers and contract balance
Trade receivables 363.91 446.13
Total 363.91 446.13
To be realised within twelve months after reporting date: 309.32 379.21
To be realised after twelve months after reporting date: 54.59 66.92
Trade receivables include unbilled revenue 79.69 310.27
Contract Cost
Cost of acquiring a customer is the incremental cost of obtaining the contract with customer, which is
recongnised in the profit and loss statement over the behavioural life of the customer i.e 5 years.

Opening Balance 152.09 49.19
Capitalised during the year 114.10 130.95
Amortised during the year 48.88 28.06
Closing balance 217.30 152.09
The unamortised contract cost are disclosed in note:13 to financial statements.
Contract liablities
The compnay sell credit card to card holders, income earned from customer as card fees is recongnised as
revenue over the period of 12 months.
To be realised after twelve months after reporting date: Nil Nil
The Contract Liabilties are disclosed in note:19 to financial statements.

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Note 34: Contingent liabilities, commitments
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company
assesses such claims and assertions and monitors the legal environment on an ongoing basis, with the
assistance of external legal counsel, wherever necessary. The Company records a liability for any claims
where a potential loss is probable and capable of being estimated and discloses such matters in its financial
statements, if material. For potential losses that are considered possible, but not probable, the Company
provides disclosure in the financial statements but does not record a liability in its accounts unless the loss
becomes probable. The Company believes that the outcome of these proceedings will not have a materially
adverse effect on the Company's financial position and results of operations.
Contingent Liabilities not provided for in respect of:
Particulars March 31, 2021 March 31, 2020 April 1, 2019
Income tax matters - appeals by Company Nil 0.77 6.03
Claim filed against the Company in consumer court 3.63 0.23 0.88
Total 3.63 0.99 6.91
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Note 35: Related party disclosures

Relationship Name of the party
Holding Company Bank of Baroda
Subsidiary company Nil
Other Group Companies i) Subsidiaries of holding company
The Nainital Bank Limited
Bank of Baroda (Kenya) Limited
Bank of Baroda (Uganda) Limited
Bank of Baroda (Guyana) Inc
Bank of Baroda (UK) Limited
Bank of Baroda (Tanzania) Limited
Bank of Baroda (Trinidad & Tobago) Ltd.
Bank of Baroda (New Zealand) Ltd.
Bank of Baroda (Botswana) Limited
BOB Capital Markets Limited
Baroda Global Shared Services Ltd
Baroda Asset Management India Limited
Baroda Trustee India Private Limited
BOB (UK) Ltd.
ii) Associates company of holding company

Baroda Uttar Pradesh Gramin Bank
Baroda Rajasthan Kshetriya Gramin Bank
"Baroda Gujarat Gramin Bank"
Indo- Zambia Bank Ltd (Lusaka)
India International Bank Malaysia Berhad
iii) Joint venture of holding company

India First Life Insurance Company Limited
India Infra debt Limited
Name Designation
Key Management Personnel Shri Sanjiv Chadha (Chairman) (w.e.f 01st May 2020)
Shri Vikramaditya S Khichi (Executive Director)
Shri Rajneesh Sharma (Non-executive Director) (upto 10th November 2020)
Shri Purshotam (Non-executive Director) (w.e.f 11th November 2020)
Ms. Archana Pandey (Non-executive Director)
Shri Kalidindi Satyanarayana Raju (Non-executive Director) (upto 09th March 2021)
Shri Atul Malik (Independent Director)
Shri Sharad Sarin (Independent Director)
Shri Manish Banerjea Managing Director & CEO) (upto 05th June 2020)
Shri Shailendra Singh (Managing Director & CEO) (w.e.f 06th June 2020)
Ms.Pooja Karnani (ChiefFinancialOfficer)
Ms. Deepashri Cornelius Company Secretary)
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Related Party transactions during the year:
Particulars Holding Company Associates / Enterprises Key Management
owned or significantly Personnel
influenced by Key
Management Personnel
or their relatives
" As at " As at " As at " As at " As at " As at
31 March 31 March 31 March 31 March 31 March 31 March
2021" 2020" 2021" 2020" 2021" 2020"
Transactions
1. MDR Subvention 61.74 247.83 - - - -
2. Revenue From Debit Card Operations 55.50 77.97 9.31 5.20 - -
3. Service Charges 411.52 163.15 - - - -
4. Income from Consultancy service 114.48 117.51 - - - -
5. POS Charges 68.06 133.05 - - - -
6. Income from mutual fund investments - - 4.47 0.79 - -
7. DST Expenses paid / (recovered) (0.28) - - - - -
8. Rent 15.64 20.40 - - - -
9. Interest on Short term borrowings 11.86 68.83 - - - -
10. Bank Charges 25.26 13.74 - - - -
11. Insurance Expenses - - 0.27 1.49 - -
12. Card issuance cost - - 52.31 48.24 - -
13. Director's - Employee Benefit Expenses - - - - 5.35 4.79
14. Director's - sitting fees - - - - 0.39 0.29
15. Key Managerial Persons - Employee - - - - 7.71 8.24
Benefit Expenses
16. Visa Other Charges 90.50 - - - - -
17. Gratuity premium paid - - 4.96 7.29 - -
18. Royalty for Logo 0.50 0.50 - - - -
B. Balance Receivables at year end
1. Trade Receivables 326.14 381.21 0.26 0.50 - -
2. Loan and advance to customer - - - - 0.33 0.14
3. Advance to vendor - - 0.02 0.01 - -
4. Cash and cash equivalents 123.09 123.28 - - - -
5. Gratuity (Life Insurance Fund) - - 44.45 36.73 - -
C. Balance Payables at year end
1. Borrowings (other than debt securities) 903.45 179.88 - - - -
2. Trade Payables - 34.69 19.90 15.57 - -
3. Provisions 92.62 25.29 12.57 - - -
4. Other financial liabilities 12.15 2.43 - - - -
Note:
a) Related parties have been identified on the basis of the declaration received by the management and other
records available.
b) Provisions for gratuity, compensated absences and other long term service benefits are made for the
Company as a whole and the amounts pertaining to the key managerial personnel are not specifically identified
and hence are not included above.
c) The Company enters into transactions, arrangements and agreements involving related parties in the
ordinary course of business under the same commercial and market terms, interest and commission rates that
apply to non-related parties.
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Note 36: Capital
"The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting
the capital adequacy requirements of the local banking supervisor, Reserve Bank of India (RBI) of India. The
adequacy of the Company’s capital is monitored using, among other measures, the regulations issued by RBI.
Company has complied in full with all its externally imposed capital requirements over the reported period. "
Capital Management
The primary objectives of the Company’s capital management policy are to ensure that the Company complies
with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in
order to support its business and to maximise shareholder value.
The Company manages its capital structure and makes adjustments to it according to changes in economic
conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue
capital securities. No changes have been made to the objectives, policies and processes from the previous
years. However, they are under constant review by the Board.
31 March 2021" 31 March 2020" 1 April 2019 "
Regulatory capital
Common Equity Tier1 (CET1) capital 1,150.70 1,590.24 2,258.55
Other Tier 2 capital instruments 611.44 65.72 50.92
Total capital 1,762.14 1,655.97 2,309.47
Risk weighted assets
i) CRAR (%) / CET1 capital ratio 19.61% 31.50% 56.69%
ii) CRAR - Tier I capital (%) 12.80% 30.25% 55.44%
iii) CRAR - Tier II Capital (%) 6.80% 1.25% 1.25%

Regulatory capital consists of CET 1 capital, which comprises share capital, share premium, retained earnings
including current year profit less accrued dividends . Certain adjustments are made to Ind AS–based results
and reserves, as prescribed by the Reserve Bank of India. The other component of regulatory capital is other
Tier 2 Capital Instruments.
Note 37 : Events after reporting date
The impact of COVID-19, including changes in customer behaviour and pandemic fears, as well as restrictions
on business and individual activities, has led to volatility in Indian financial markets and a decrease in local
economic activities. The slowdown during the year led to a decrease in the use of credit cards by customers
and the efficiency in collection efforts. This may lead to a rise in the number of customer defaults and
consequently an increase in provisions there against. The extent to which the COVID- 19 pandemic, including
the current "second wave" that has significantly increased the number of cases in India, will continue to impact
the Company's results will depend on ongoing as well as future developments, which are highly uncertain,
including, among other things, any new information concerning the severity of the COVID-19 pandemic and
any action to contain its spread or mitigate its impact whether government-mandated or elected by us.
In anticipation of the expected economic fallout, we have brought our provision more in line with expected
impact of the macro-economic situation relevant to our customers and business. We are closely monitoring
our asset quality. We are also identifying segments of potential stress and taking suitable actions to manage
our exposures. These segments and strategies are being actively monitored and will be refined as more data
becomes available. We believe that our current provisions taken against the impacted portfolio are reasonable
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and sufficient to absorb any additional COVID related stress at this point in time. Given the dynamic nature of
the pandemic situation, these estimates are subject to uncertainty and may be affected by the severity and
duration of the pandemic. In the event the impacts are more severe or prolonged than anticipated, this will
have a corresponding impact on the carrying value of financial assets, the financial position and performance
of the Company and we may be required to hold additional provisions under such scenario
Note 38: Segment reporting
The Management has reviewed and reconsidered the requirements of presenting segment information
and accordingly identified Business segment as the Primary segment for disclosure for the current year. The
Company operations are in India and hence there is no segment reporting by geographical segment. Segment
Information has been prepared in conformity with the Ind AS 108 on 'segment reporting'.
Business Segment "Merchant "Credit Card Debit Card Other Total
(acquiring)" (issuing)"
Particulars "F.Y. "F.Y. "F.Y. "F.Y. "F.Y. "F.Y. "F.Y. "F.Y. "F.Y. "F.Y.
2020-21" 2019-20" 2020-21" 2019-20" 2020-21" 2019-20" 2020-21" 2019-20" 2020-21" 2019-20"
Revenue 1,343.76 1,549.88 2,137.34 1,504.84 66.87 83.58 114.72 118.40 3,662.69 3,256.71
Result 377.36 28.49 (631.98) (596.66) 19.73 33.50 9.56 22.58 (225.33) (512.09)
Unallocated Expense - -
Operating Profit 377.36 28.49 (631.98) (596.66) 19.73 33.50 9.56 22.58 (225.33) (512.09)
Interest Income + PPI - -
Profit/(Loss) before tax 377.36 28.49 (631.98) (596.66) 19.73 33.50 9.56 22.58 (225.33) (512.09)
Income Taxes (129.32) (81.58)
Extra-ordinary Profit/Loss - -
Net Profit before OCI (96.01) (430.51)
adjustment
Other Information
Segment Assets 440.88 657.97 7,923.60 4,299.94 200.25 47.38 306.06 239.85 8,870.80 5,245.13
Unallocated Assets 600.70 371.02
Total Assets 9,471.50 5,616.15
Segment Liabilities 208.64 277.30 651.13 487.96 36.06 17.05 16.23 25.17 912.05 807.48
Unallocated Liabilities 8,559.44 4,808.67
Total Liabilities 9,471.49 5,616.15
Capital Expenditure 8.54 5.06 33.64 15.52 0.38 0.20 - - 42.56 20.78
Unallocated - -
Depreciation/Amortisation 136.28 155.48 33.17 37.27 0.10 0.49 0.21 0.84 169.76 194.08
Unallocated - -
Non cash expenses other 90.66 72.18 1.17 (3.30) - (0.01) - - 91.83 68.88
than depreciation
Unallocated - -
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Note 39: Leases
The Company’s lease asset class primarily consist of leases for office premises. Generally, the Company
is restricted from assigning and subleasing the leased assets. The Company applies the short-term lease
recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less
from the commencement date and do not contain a purchase option).
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the
year:
Office premises March 31, 2021 March 31, 2020
Opening net carrying balance 65.44 105.34
Additions 88.67 -
Deletion (44.36) -
Depreciation (28.47) (39.90)
Closing net carrying balance 81.28 65.44
Set out below are the carrying amounts of lease liabilities (included under Other financial liability) and the
movements during the year:
Additions 88.67 -
Deletions (48.97) -
Accretion of interest 7.34 7.49
Payments (33.81) (43.69)
Closing Balance 81.20 67.97
Maturity analysis of undiscounted lease liability
The table below provides details regarding the contractual maturities of lease liabilities as at March 31,
2021 on an undiscounted basis:
Particulars March 31, 2021 March 31, 2020 April 1, 2019
Not later than one year 14.68 20.44 36.70
later than one year not later than five year 66.52 47.53 67.47
Later than five year - - -
Total undiscounted lease liabilities 81.20 67.97 104.17
Amounts recognized in the Statement of Profit and Loss March 31, 2021 March 31, 2020
Depreciation expense
Depreciation on right of use assets 28.47 39.90
Other expenses
Short-term lease rent expense 35.18 19.55
Finance cost
Interest expense on lease liability 7.34 7.49
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Note 40: Fair value measurement
The following table combines comparable information about :
- clasess of financial instruments based on their financial nature and characteristics.
- carrying amount of financial instruments.
-The financial assets / liabilities are recorded at amortised cost
- All the finanical assets and financial liabilities carryin value which is at amortised cost reflects fair value for
these assets and liabilities.
Accounting classification and fair values.
As at March 31, 2021
Particulars Carrying value Fair Value
FVTPL Amortised Total Level I Level II Level Total
cost III
Financial assets
Cash and cash equivalents - 158.84 158.84 - - - -
Bank balance other than above - - - - - -
Receivabes - 363.91 363.91 - - - -
Loans - 7,430.30 7,430.30 - - - -
Investments - - - - - -
Other financial assets - 142.51 142.51 - - - -
Total - 8,095.56 8,095.56 - - - -
Financial liabilities
Trade Payables - 72.23 72.23 - - - -
Debt securities - 4,064.28 4,064.28 - - - -
Borrowings (other than debt securities) - 2,584.65 2,584.65 - - - -
Other financial liabilities - 170.58 170.58 - - - -
Total - 6,891.74 6,891.74 - - - -

cost III
Financial assets
Trade receivables - 446.13 446.13 - - - -
Loans - 3,982.16 3,982.16 - - - -
Investments - - - - - - -
Total - 4,626.87 4,626.87 - - - -
Trade Payables - 153.20 153.20 - - - -
Debt securities - - - - - - -
Total - 3,158.58 3,158.58 - - - -
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As at April 1, 2019
cost III
Financial assets
Bank balance other than above - - - - - - -
Loans - 2,579.57 2,579.57 - - - -
Total - 3,647.50 3,647.50 - - - -
Trade Payables - 67.86 67.86 - - - -
Debt securities - - - - - - -
Total - 1,754.30 1,754.30 - - - -
Note 41: Risk Management

Introduction and Risk Profile
Company started of its operations in 1994 with Credit card issuance. This process of risk management is critical
to company's vision, and holds very high importance in the board governance. The company is exposed to
credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.
(a)Risk management structure
"Credit risk is the risk of incurring financial loss to the company due to the default of company’s customers in
fulfilling their contractual obligations to the company. The credit risk management team reports to Chief Risk
Officer. The Chief Risk Officer meets with the Audit and Risk Management Committee (ARMC) independently
every quarter. Credit risk arises mainly from loans and advances to retail customers arising on account of
facilitating credit card loans to customers"
Credit risk management approach
Managing credit risk is the most important part of total risk management exercise. The Company’s credit risk
subfunction headed by Chief Risk Officer (CRO) is responsible for the key policies and processes for managing
credit risk, which include formulating credit policies and risk rating frameworks, guiding the Company’s
appetite for credit risk exposures, undertaking independent reviews and objective assessment of credit risk,
and monitoring performance and management of portfolios. The principal objectives being maintaining a
strong culture of responsible lending across the Company, and robust risk policies and control frameworks,
implementing and continually re-evaluating our risk appetite and ensuring there is adequate monitoring of
credit risks, their costs and their mitigation. The basic credit risk management would cover two key areas, viz.,
(a) customer selection & (b) customer management. These are governed by Board Approved Credit Policy
and Collections Policy which is reviewed on a regular basis. Organization has worked on strengthening the
credit decision process with pre-qualification of the probable customers and scientific selection based on
liability score model developed internally for appropriate customer selection and targeting. We have made
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multiple interventions throughout the year to strengthen the acquisition quality. This has led to improvement
in approval rates in the current financial year. The changes include discontinuation of programs, revision in
MCP, scorecard level changes etc. Credit limit assignment is a function of income capacity and risk assessment
done for the individual applicant. Risk assessment is done based on internal scorecards that are based on
applicant bureau history, application profile and demographic variables. Further, we assess the credit history
indicators as determined by independent 3rd party agencies – external rating, bureau reporting, RBI negative
list and asset classification letters from bankers."
"Post acquisition portfolio delinquency management is carried out through Account Management System,
which includes:
• Fraud detection
• Portfolio quality review
• Credit line increase
• Cross sell on cards
• Behavior scorecard; and
• Collection score card etc.
The Company deploys right technology and resources to ensure the same. The Company has deployed
practices/analytics such as the following to monitor and mitigate credit Delinquency metrics have been
developed and constantly evaluated & portfolio interventions leading to better quality of incoming new
accounts Strong collection practices driving consistent improvements in collection metrics &leveraging the
latest credit bureau information to improve recoveries from older pools Strong use of analytics in measuring
and monitoring credit risk are used such as; Scorecards assessing default risk & payment propensity Predictive
Business Analytics Models.
The key elements in calculation of ECL are as follows:
since initial recognition or that have low credit risk at the reporting date and that are not credit impaired upon
origination are classified under this stage. Exposures with days past due (DPD) less than or equal to 30 days are
classified as stage 1.
For these assets, 12-month ECL is recognized and interest revenue is calculated on the gross carrying amount
of the asset (that is, without deduction for credit allowance).
For credit exposures where there has been a significant increase in credit risk since initial recognition but that
are not credit impaired, are classified under this stage.
Exposures with DPD greater than 30 days but less than or equal to 89 days are classified as stage 2. For these
assets, lifetime ECL are recognized, but interest revenue is still calculated on the gross carrying amount of the
asset.
Financial asset is assessed as credit impaired when one or more events that have a detrimental impact on the
estimated future cash flows of that asset have occurred.
For financial assets that have become credit impaired, a lifetime ECL is recognised on principal outstanding as at
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period end. Exposures with DPD equal to or more than 90 days are classified as stage 3.
The table below shows the credit quality and the exposure to credit risk based on the year-end stage
classification. The amounts presented are gross of impairment allowances.
As on 31st March 2021.
Category Assets "Gross Carrying "Expected "Net Carrying PD
category Amount" Credit Loss" Amount"
Stage 1 Credit card 7,693.81 596.97 7,096.85 0.50% to 6.77%
Stage 2 Credit card 427.50 94.05 333.45 2.45% to 29.56%
Stage 3 Credit card 653.53 653.53 - 100%
Total 8,774.84 1,344.55 7,430.30
As on 31st March 2020.

Stage 3 Credit card 284.39 284.49 (0.10) 100%
Total 4,654.40 672.24 3,982.17
As on 1st April 2019.

Total 2,937.49 357.92 2,579.57
An analysis of changes in the gross carrying amount and the corresponding ECL allowances in relation to loans:
Risk categorisation Stage 1 Stage 2 Stage 3 Total
Internal rating grade
Performing
High grade (0 DPD) 7,083.51 - - 7,083.51
Standard grade (1-30 DPD) 610.31 - - 610.31
Sub-standard grade (31-60 DPD) - 227.76 - 227.76
Past due but not impaired (61-89 DPD) - 199.74 - 199.74
Non- performing
Individually impaired (90 DPD and above, restructured assets) - - 653.53 653.53
Total 7,693.81 427.50 653.53 8,774.84
102
Performing
High grade (0 DPD) 3,986.89 - - 3,986.89
Non- performing
Total 3,987.63 382.28 284.48 4,654.40
As at April 1, 2019
Performing
High grade (0 DPD) 2,132.33 - - 2,132.33
Non- performing
Total 2,512.89 166.48 258.11 2,937.49
An analysis of changes in the gross carrying amount and the corresponding ECL allowances in relation
to loan
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2020 4,035.88 382.28 284.39 4,702.55
New assets originated or purchased* 4,183.15 222.50 (9.47) 4,396.18
Assets derecognised or repaid (excluding write offs) (127.57) (3.28) (18.01) (148.85)
Transfers to Stage 1 123.60 (123.58) (0.03) 0.00
Transfers to Stage 2 (168.12) 168.12 - -
Transfers to Stage 3 (352.93) (218.55) 571.48 (0.00)
Changes to contractual cash flows due to modifications not -
resulting in derecognition
Amounts written off (0.21) - (174.83) (175.03)
103
103
Gross carrying amount as at April 1, 2019 2,512.90 166.48 258.11 2,937.49
New assets originated or purchased* 1,719.01 212.04 40.07 1,971.11
Transfers to Stage 1 72.05 (68.04) (4.01) -
Transfers to Stage 2 (137.59) 140.03 (2.44) 0.00
Transfers to Stage 3 (106.57) (58.55) 165.11 -
Changes to contractual cash flows due to modifications not
resulting in derecognition
Amounts written off (22.06) (0.45) (148.17) (170.67)
Reconciliation of ECL balance
Impairment allowance for loans to customers as at March 31, 300.12 87.63 284.49 672.24
2020
Assets derecognised or repaid (6.99) (0.37) (18.01) (25.37)
New assets originated 327.03 72.76 493.65 893.43
Reversal of COVID overlay (10.72) (10.13) - (20.84)
Impact on year end ECL of Exposures transferred between -
stages during the year
Transfers to Stage 1 22.71 (22.68) (0.03) (0.00)
Changes to models and inputs used for ECL calculations -
Impairment allowance for loans to customers as at March 596.97 94.05 653.53 1,344.55
31, 2021
Impairment allowance for loans to customers as at April 1, 2019 81.10 18.59 258.24 357.92
COVID overlay 39.18 14.61 - 53.79
Transfers to Stage 1 11.55 (7.54) (4.01) -
Transfers to Stage 2 (3.94) 6.38 (2.44) 0.00
Transfers to Stage 3 (2.85) (6.36) 9.21 -
Amounts written off (0.35) (0.02) (148.17) (148.54)
Impairment allowance for loans to customers as at March 300.12 87.63 284.49 672.24
31, 2020
104
(b) Liquidity risk and funding management
Liquidity risk is the current and prospective risk arising out of an inability to meet financial commitments as
they fall due, through available cash flows or through the sale of assets at fair market value. It includes both,
the risk of unexpected increases in the cost of funding an asset portfolio at appropriate maturities and the risk
of being unable to liquidate a position in a timely manner at a reasonable price.
The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having
access to funding through an adequate amount of committed credit lines. Given the need to fund diverse
products, the Company maintains flexibility in funding by maintaining availability under committed credit
lines to meet obligations when due. Management regularly monitors the position of cash and cash equivalents
vis-à-vis projections. Assessment of maturity profiles of financial assets and financial liabilities including debt
financing plans and maintenance of Balance Sheet liquidity ratios are considered while reviewing the liquidity
position.
"We manage liquidity risk in accordance with our Asset Liability Management Policy. This policy is
framed as per the current regulatory guidelines and is approved by the Board of Directors. The Asset
Liability Management Policy is reviewed periodically to incorporate changes as required by regulatory
stipulation or to realign the policy with changes in the economic landscape. The Asset Liability
Committee (ALCO) of the Company formulates and reviews strategies and provides guidance for
management of liquidity risk within the framework laid out in the Asset Liability Management Policy.
The table below summarises the maturity profile of the undiscounted cash flows of the Company’s
financial assets and liabilities as at:
Wednesday, March 31, 2021
Particulars On "Upto One 2 3 6 1 year to 3 years more Total
demand one month to months months months 3 years to 5 than 5
Month" 2 months to 3 to 6 to 1 year years years
months months
Financial assets
Cash and cash 158.84 - - - - - - - - 158.84
equivalents
Bank balance other than - - - - - - - - - -
above
Receivables - 40.03 54.59 54.59 127.37 32.75 54.59 - - 363.91
Loans - 4,225.36 1,490.95 593.95 583.46 332.03 204.55 - - 7,430.30
Investments - - - - - - - - - -
Other financial assets - 39.57 - - 4.91 85.37 12.66 - - 142.51
Total undiscounted 158.84 4,304.96 1,545.54 648.54 715.74 450.15 271.80 - - 8,095.56
financial assets
Trade Payables - 23.82 24.20 16.13 8.07 - - - - 72.23
Debt securities - - 1,242.68 1,238.60 1,083.90 - - - 499.10 4,064.28
Borrowings (other than - 805.55 400.00 - - 600.00 697.90 - - 2,503.45
debt securities)
Other financial liabilities - 125.99 7.16 10.17 7.94 6.10 13.22 - - 170.58
Total undiscounted - 955.36 1,674.04 1,264.90 1,099.91 606.10 711.12 - 499.10 6,810.54
105
105
Tuesday, March 31, 2020
demand one month months months months 3 years to 5 than 5
Month" to 2 to 3 to 6 to 1 year years years
months months months
Financial assets
Cash and cash equivalents 132.59 - - - - - - - - 132.59
above
Receivables - 49.07 66.92 66.92 156.15 40.15 66.92 - - 446.13
Loans - - - 3,284.86 402.10 207.20 88.00 - - 3,982.16
Investments - - - - - - - - - -
Other financial assets 15.55 - - - 14.06 32.26 4.12 - - 65.99
Total undiscounted 148.14 49.07 66.92 3,351.78 572.31 279.61 159.04 - - 4,626.87
financial assets
Trade Payables 30.64 76.60 30.64 15.32 - - - - - 153.20
Debt securities - - - - - - - - - -
Borrowings (other than - 1,647.17 - - - 500.00 - 588.40 - 2,735.57
debt securities)
Other financial liabilities - 87.23 19.57 23.95 18.03 21.14 31.92 - - 201.84
Total undiscounted 30.64 1,811.00 50.21 39.27 18.03 521.14 31.92 588.40 - 3,090.61
Monday, April 01, 2019
demand one month months months months 3 years to 5 than 5
Month" to 2 to 3 to 6 to 1 year years years
months months months
Financial assets
Cash and cash equivalents 260.64 - - - - - - - - 260.64
above
Receivables - 6.38 63.78 95.66 95.66 223.21 57.40 95.66 - 637.75
Loans - 2,536.46 - - 0.44 0.20 41.05 1.41 - 2,579.57
Investments - - - - - - - - - -
Other financial assets 59.44 - - - 27.04 79.35 3.70 - - 169.53
Total undiscounted 320.09 2,542.84 63.78 95.66 123.14 302.77 102.15 97.07 - 3,647.49
financial assets
Trade Payables - 47.50 13.57 6.79 - - - - - 67.86
Debt securities - - - - - - - - - -
Borrowings (other than - 995.19 - - - - - - - 995.19
debt securities)
Other financial liabilities - 88.18 49.19 53.28 40.34 277.17 78.92 587.08
Total undiscounted - 1,130.87 62.76 60.07 40.34 277.17 78.92 - - 1,650.13
106
(c) Market risk
The Company is exposed to interest rate risk as it has assets and liabilities based on floating interest rates as
well. The Company has an approved Assets and Liabilty Management policy which empowers the Assets and
Liability Management Committee (ALCO) to assess the interest rate risk run by it and provide appropriate
guidelines to the Treasury to manage the risk. The ALCO reviews the interest risk on periodic basis and decides
on the assets profile and the appropriate funding mix. The ALCO reviews the interest rate gap statement
and the interest rate sensitivity analysis.
Financial Assets As March 31, As March 31, As April 1, 2019

2021 2020
Fixed- rate instruments 7,430.30 3,982.16 2,579.57
Floating-rate instruments - - -
Total 7,430.30 3,982.16 2,579.57
Financial Liabilities As March 31, As March 31, As April 1, 2019
2021 2020
Fixed- rate instruments 499.11 - -
Floating-rate instruments 6,068.63 2,735.57 995.19
total 6,567.73 2,735.57 995.19
Fair value sensitivity analysis for floating- rate instruments.
The sensitivity analysis below have been determined based on exposure to the interest rates for financial
instuments at the end of the reporting period and the stipulated change taking place at the beginning of the
financial year and held constant through out the reporting period in case of instruments that have floating
rates. If the interest rate had been 100 basis points higher or lower and all other variables were constant, the
Company profit before tax would have changed by the following.
Particulars As March 31, 2021 As March 31, 2020
100 bps higher 100 bps lower 100 bps higher 100 bps lower
impact on profit (19.70) 19.70 (45.10) 45.10
(d) Operational risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and system
or from external events. The Compnay's focuses on managment and control of opoerational risks through
a comprehesive system of internal controls and monitoring performance of each function against defined
thresholds.
Operational risk management comprises identification and assessment of risk and controls, new products and
process approval framework, measurement through operational risk incidents, monitoring through key risk
indicators and mitigation through process and control enhancement.
107
107
Note 42: Expenditure in foreign currency
Income in Foreign currency
Income from Debit card international operation, Currency conversion 29.72 45.92
charges, Business Development incentive income
Total 29.72 45.92
Expenditure in foreign currency
Total 263.96 181.92
Note 43: First-time adoption of Ind AS

43.1 Overall Principle:
"These financial statements, for the year ended March 31, 2021, are the first annual financial statements the
Company has prepared in accordance with Ind AS. For periods up to and including the year ended March 31,
2020, the Company prepared its financial statements in accordance with accounting standards notified under
section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules,
2014 (Indian GAAP or previous GAAP).
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods
ending on March 31, 2021, together with the comparative period data as at and for the year ended March 31,
2020, as described in the summary of significant accounting policies. In preparing these financial statements,
the Company's opening balance sheet was prepared as at April 01, 2019, the Company's date of transition
to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP
financial statements, including the balance sheet as at April 01, 2019 and the financial statements as at and for
the year ended March 31, 2020. "
43. 2 Mandatory exceptions and optional exemptions availed
Set out below are the applicable Ind AS 101 mandatory exceptions and optional exemptions applied in
the transition from previous GAAP to Ind AS, which were considered to be material or significant by the
Company:
Mandatory Exceptions:
1) Use of Estimates
Ind AS 101 prescribes that an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall
be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to
reflect any difference in accounting policies), unless there is objective evidence that those estimates were in
error.The estimates at April 01, 2019 and March 31, 2020 are consistent with those made for the same dates
in accordance with Indian GAAP apart from the following adjustments, where application of Indian GAAP did
not require estimation:
- Fair valuation of financials instruments carried at FVTPL
- Impairment of financial assets based on the Expected Credit Loss (ECL) model
- Determination of present value for financial instruments carried at amortised cost
The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at
April 01,2019 the date of transition to Ind AS, and as of March 31, 2020.
108
2) Classification and measurement of financial assets
The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and
circumstances that exist at the date of transition to Ind AS.
3) Impairment of financial assets
The Company has applied the exception related impairment of financial assets given in Ind AS 101. It has used
reasonable and supportable information that is available without undue cost or effort to determine the credit
risk at the date that financial assets were initially recognized and compared that to the credit risk as at April
01, 2019.
Optional Exemptions availed:
1) Deemed cost for property, plant and equipment and intangible assets
The Company has elected to measure property, plant and equipment, and intangible assets at its Previous
GAAP carrying amount and use that Previous GAAP carrying amount as its deemed cost at the date of transition
to Ind AS.
2) Leases
"Ind AS 116 requires an entity to assess whether a contract or arrangement contains a lease. In
accordance with Ind AS 116, this assessment should be carried out at the inception of the contract
or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and
circumstances existing at the date of transition to Ind AS, except where the effect is expected to be material.
The Company has elected to apply this exemption for such contracts / arrangements."
43.3 Reconciliations between Ind AS and previous GAAP:
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for previous
periods. The following tables represent the reconciliations from previous GAAP to Ind AS.
Particulars Notes "As at "As at
March 31, 2020" April 01, 2019"
Share Capital 1,750.00 1,750.00
Reserves & Surplus: - -
Statutory reserve 352.17 352.17
Retained Earnings 59.17 374.43
Equity as per Indian GAAP 2,161.34 2,476.60
Impact Due to Ind AS Adjustments divided in following categories:
Impact of processing fee on term loan 1 (1.90) (0.70)
Fresh Provision on loans and advances as per Expected Credit Loss Model 2 (341.67) (87.38)
Fair valuation of security deposits 5 (0.05) (0.00)
Fair valuation of Staff loans 7 (0.99) (0.41)
Deferral of annual fees 9 (24.16) (11.64)
Amortisation of cost of fulfillment and incremental cost as per Ind AS 115 8 152.09 49.19
Impact of lease accounting 6 (3.70) -
Tax impact of above adjustment
Deferred Tax Liability on above adjustments 10 64.18 14.83
Total effect of transition to Ind AS (156.21) (36.10)
Equity as per Ind AS 2,005.14 2,440.50
109
109
Profit reconciliation for the year ended 31 March 2020
Particulars Notes "For the year ended
March 31, 2020"
Net profit/ (Loss) after tax as reported under Ind GAAP (315.25)
Impact Due to Ind AS Adjustments divided in following categories:
EIR impact on loans and advances 1 & 10 (1.21)
Impairment of financial assets as per IND AS 109 2&3 (254.29)
Fair valuation of Staff loans 7 (0.58)
Fair valuation of security deposits 4 (0.05)
Impact of lease accounting 6 (3.70)
Actuarial gain / (Loss) Reclassified to OCI 5 6.84
Deferral of annual fees 9 (12.52)
Amortisation of cost of fulfillment and incremental cost as per Ind AS 115 8 102.89
Deferred Tax impact on above adjustments 10 47.35
Profit and loss for the year as per IND AS (430.51)
Other comprehensive income/(loss) for the period (4.85)
Total comprehesive income/ (loss) as reported under IND AS (435.36)
Footnotes to the reconciliation of equity as at April 01, 2019 and March 31, 2020 and profit or loss for the year
ended March 31, 2020.
1) Effective interest rate (EIR) method -
a) EIR on Loans: Under previous GAAP, transaction costs on loan origination and the processing fees charged
to customers were recognised upfront while under Ind AS, such fees and costs are included in the initial
recognition amount of financial asset and recognised as interest income using the effective interest method.
The unamortised portion is adjusted in retained earnings as at the date of transition and subsequently in the
Statement of Profit and Loss for the year ended 31 March 2020.
b) EIR on Borrowings: Under previous GAAP, transaction costs incurred on borrowings was charged to
statement of profit and loss upfront while under Ind AS, such costs are included in the initial recognition amount
of financial asset and recognised as interest income using the effective interest method.The unamortised
portion is adjusted in retained earnings as at the date of transition and subsequently in the Statement of Profit
and Loss for the year ended 31 March 2020."
2) Expected credit loss (ECL) -
a) Funded Exposure - Under previous GAAP, loan losses and provisions were computed basis RBI guidelines
and Management estimations. Under Ind AS, the same is required to be computed as per the impairment
principles laid out in Ind AS 109 which prescribes the expected credit loss model (ECL model) for the same.
Accordingly, the difference between loan losses and provisions as computed under previous GAAP and as
computed under Ind AS is adjusted in retained earnings as at the date of transition and subsequently in the
Statement of Profit and Loss for the year ended 31 March 2020."
b) Non funded exposure - Under previous GAAP, no provision is recognised on loans commitments and
financial guarantees. However, under Ind AS impairment provision is recognised on undrawn commitment
based on expected credit loss model prescribed under Ind AS 109. The differential impact has been adjusted
in retained earning as at date of transition and subsequently in the statement of Profit and loss.
110
3) Trade and other receivables- Under previous GAAP, the Company has created provision for impairment of
receivables in respect of specific amount for incurred losses. Under Ind AS, impairment allowance for trade and
other receivables also has been determined based on Expected Loss model (ECL).
4) Security deposits - Under Indian GAAP, interest free security deposits given to landlords for premises
rented, was recorded as an asset, while rent was booked as an expense as per the rental agreement. Under Ind
AS, interest free security deposit is required to be measured at fair value on initial recognition. The difference
between the discounted present value of the security deposit and the actual security deposit given to the
landlords is required to be recorded as prepaid rent. This prepaid rent is added to the ROU asset in line with Ind
AS 116. The interest income representing the differential between the security deposit given and the present
value of the security deposit given is recorded in such a manner that the difference between rental expense
and interest income nullifies itself at the end of tenure of the security deposit, as per Ind AS 109."
5) Remeasurement of defined benefit plan obligations - Under Ind AS, remeasurements i.e. actuarial gains
and losses and the return on plan assets, excluding amounts included in the net interest expense on the net
defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the
previous GAAP, these remeasurements were forming part of the Statement of Profit and Loss for the year.
6) Leases: Under previous GAAP, a lease is classified as a finance lease or an operating lease. Operating lease
payments are recognised as an operating expense in the statement of profit or loss on a straight-line basis
over the lease term. Under Ind AS, a lessee applies a single recognition and measurement approach for all
leases, except for short-term leases and leases of low-value assets and recognises lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets. At the date of transition
to Ind AS, the Company applied the transitional provision and measured lease liabilities at the present value
of the remaining lease payments, discounted using the lessee’s incremental borrowing rate at the date of
transition to Ind AS. Right-of-use assets were measured at the amount equal to the lease liabilities adjusted by
the amount of any prepaid or accrued lease payments.
7) Fair valuation of staff loans: Under previous GAAP, loans given to staff were recorded at carrying value.
Under Ind AS, staff loans are fair valued using market rate of interest and accordingly deferred employee cost
is recognised on date of initial recognition. Deferred employee cost is amortised over the contractual period of
loan as an employee benefit expenses and interest income is recognised on fair value of loans.
8) Under previous GAAP, all incremental costs are charged off to statement of profit and loss when incurred.
Under IND AS, the incremental cost of obtaining contract with customer are recongnised as an assets if the
entity expects to recover those costs from future revenue.
9) Under previous GAAP, Company follows the annual fees was recongnised as an income at inception of
contract. Under IND AS, the card fees have been deferred and amortised over the one year.
10) Consequential deferred tax on all the above adjustement are taken into consideration.
44 Un-redeemed Reward Points :

through the cards that can be redeemed for cash. In addition, Company has designed a Reward &
Recognition program for sourcing credit card through branches of the Holding Company. Accordingly the
eligible employees of the Holding Company is rewarded with bonus points through a credit in their card
accounts. The liability for rewards points outstanding as at the year end and expected to be redeemed in
the future is accounted for on the basis of actuarial valuation.
111
111
Movement of provision for rewards points expenses.
Particulars As At 31.03.2021 As At 31.03.2020

Provision at the beginning of the year 42.25 29.00
Add: Addition made during the year 139.66 59.15
Less:- Amount used during the year 100.59 45.90
Less:- Unused amounts reversed during the year - -
Amount at the end of the year 81.33 42.25
45 Interchange fees paid during the year is net of Rs. 78.68 mn on account of the input tax credit pertaining
to financial year 2019-20 claimed during the year under review as per GST rules and regulations.
46 In respect of accounts receivables, the Company is regularly generating and dispatching customer
statements on periodic interval wherever transactions or outstanding are there. In case of disputes with
regard to billing, there isa process of resolution and adjustments are carried out on regular basis. Moreover,
in respect of accounts payable, the Company has a process of receiving regular balance confirmation
from its vendors. The balances are reconciled with the balance confirmation received and discrepancies, if
any are accounted on regular basis. For the year end balances of Account Receivables, Account Payables
and Loans & Advances, the management is of the opinion that adjustments, if any required through the
above-mentioned process, will not have any material impact on the financials of the Company.
47 Previous Year’s figures have been regrouped, and/ or rearranged and/ or reclassified wherever necessary
to make them comparable with current year’s figures.
48 Schedule of Balance sheet of Systemically Important Non-deposit taking Non-Banking Financial Company
as required in terms of Paragraph 19 of Systemically Important Non-Deposit taking Company and Deposit
taking Company (Reserve Bank) Directions, 2016
Sr. Particulars As at 31st March 2021 As at 31st March 2020

NO.
Liabilities side
1 Loans and Advances availed by the NBFC's inclusive of Amount Amount Amount Amount
interest accrued thereon but not paid. outstanding overdue outstanding overdue
a) Debenture: Secured Nil Nil Nil Nil
Unsecured 499.11 Nil Nil Nil
(other than falling within the meaning of public deposit)
b) Deferred credits Nil Nil Nil Nil
c) Terms Loans Nil Nil Nil Nil
d) Inter-corporate loans & borrowing Nil Nil Nil Nil
e) Commercial paper Nil Nil Nil Nil
f ) Public Deposit
g) Other loans
-Cash Credit facility & Working capital term loan 2,584.65 Nil 2,803.53 Nil
112
2 Break-up of (1)(f ) above (Outstanding public deposits
inclusive of interest accrued thereon but not paid) :
a) In the form of Unsecured debentures Nil Nil Nil Nil
b) In the form of partly secured debentures i.e. debentures Nil Nil Nil Nil
where there is a shortfall in the value of security
c) Other public deposits Nil Nil Nil Nil
b) Unsecured Nil Nil Nil Nil
Particulars As at 31st As at 31st
March 2021 March 2020
Assets side
3 Break-up of Loans & Advances including bills receivables Amount Amount
(other than those included in (4) below: outstanding outstanding
a) Secured 247.96 114.54
b) Unsecured Nil 8,526.89 4,539.86
4 Break-up of Leased Assets & Stock on Hire and other assets
counting towards AFC activities
a) Lease assets including lease rentals under sundry
debtors:
i) Finance Lease Nil Nil Nil Nil
ii) Operating Lease Nil Nil Nil Nil
b) Stock on hire including hire charges under sundry
debtors:
i) Assets on hire Nil Nil Nil Nil
ii) Repossessed Assets Nil Nil Nil Nil
c) Other loans counting towards AFC activities
i) Loans where assets have been Nil Nil Nil Nil
repossessed "
ii) Loans other than (a) above Nil Nil Nil Nil
5 Break-up of Investments As at 31st As at 31st
Current Investment
Quoted
i) Shares : Equity Nil Nil
: Preference Nil Nil
ii) Debentures and bonds Nil Nil
iii) Unit of mutual funds Nil Nil
iv) Government securities Nil Nil
v) others (please specify) Nil Nil
Unquoted
Long Term Investment

Quoted
1113
13
Unquoted
iii) Other related party Nil Nil Nil Nil
2) Other than related parties 247.96 8,526.76 114.54 4,534.21
7 Investor group-wise classification of all investments
(current and long term) in share and securities (both
quoted and unquoted)
Category As at 31st As at 31st
Market value/ Book value Market value/ Book value
Breakup or fair (Net of Breakup or fair (Net of
value or NAV provision) value or NAV provision)
1) Related parties
i) Subsidiaries Nil Nil Nil Nil
ii) Companies in the same group Nil Nil Nil Nil
2) Other than related parties Nil Nil Nil Nil
8 Other Information
Particulars 31st March 31st March
2021 2020
Gross Non-performing Assets
i) Related Parties Nil Nil
ii) Other than related parties Nil Nil 653.53 284.63
Net Non-performing Assets (net of provision made)
ii) Other than related parties Nil Nil Nil Nil
Assets acquired on satisfaction of Debt Nil Nil
49 In accordance with RBI circular dated April 07, 2021, the Company shall refund/ adjust 'interest on interest'
to all categories of eligible borrowers including those who had availed of working capital facilities during
the moratorium period, irrespective of whether moratorium had been fully or partially availed, or not
availed. Pursuant to these instructions and IBA notification bearing reference No. CIB/ADV/MBR/9833
dated April 19, 2021 on methodology for calculation of the amount of such 'interest on interest', Company
has recognised a charge of Rs. 0.90 mn in its Statement of Profit and Loss for the year ended March 31,
2021.
50 Disclosure of Restructured Accounts : Not applicable
114
51
Assets classification Assets Gross loss allowances Net Provision Difference

as per RBI norms classification carrying (provisions) as carrying required as between Ind AS
as per IND AS amount as required under amount per IRACP 109 provision and
per Ind AS IND As 109 nomrs IRACP norms
Performing Assets
Standard Stage 1 7,617.30 368.01 7,249.30 32.17 335.84
Stage 2 427.50 89.57 337.93 89.57
Subtotal 8,044.80 457.58 7,587.22 32.17 425.41
Non-Performing
Assets (NPA)
Loss Stage 3 653.53 653.53 - 653.53 -
Sub total of NPA 653.53 653.53 - 653.53 -
Other item such as Stage 1 5,411.32 233.44 5,177.89 - 233.44
guarantees, loan Stage 2 - - - - -
commitments, etc Stage 3 - - - - -
which are in the
scope of Ind AS 109
but not covered
under current Income
Recognition, Assets
classification and
provisioning norms,
Subtoal 5,411.32 233.44 5,177.89 - 233.44
Stage 1 13,028.63 601.44 12,427.19 32.17 569.27
Total Stage 2 427.50 89.57 337.93 - 89.57
Stage 3 653.53 653.53 - 653.53 -
52 The disclosures as required under RBI Master Direction - Non-Banking Financial Company - Systemically
Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016
Additional disclosure
1 Capital

CRAR (%) 19.61% 31.50%
CRAR - Tier I Capital (%) 12.80% 30.25%
CRAR - Tier II Capital (%) 6.80% 1.25%
Amount of subordinated debt raised as Tier-II capital 500.00 Nil
Amount raised by issue of Perpetual Debt Instruments Nil Nil
1115
15
2 Investments
1) Value of Investments
i) Gross Value of Investments
In India Nil Nil
Outside India Nil Nil
ii) Provisions for Depreciation
In India Nil Nil
iii) Net Value of Investments
In India Nil Nil
2) Movement of provisions held towards depreciation on investments
Opening balance Nil Nil
Add : Provisions made during the year Nil Nil
Less : Write-off / write-back of excess provisions during the year Nil Nil
Closing balance Nil Nil

3 Derivatives
There is no derivatives transaction during the year.
Currency options / currency future : Not applicable
Forward Rate Agreement / Interest Rate Swap :- Not Applicable
Exchange Traded Interest Rate (IR) Derivatives:- Not Applicable
Disclosures on Risk Exposure in Derivatives:- Not Applicable
4 Disclosures relating to Securitisation:- No such transaction during the year.

Details of Financial Assets sold to Securitisation / Reconstruction Company for Asset Reconstruction:- Not
Applicable
Details of Assignment transactions undertaken by applicable NBFCs:- Not Applicable
5 Details of non-performing financial assets purchased / sold: No such transaction during the year.
6 Asset Liability Management :-
Maturity pattern of certain items of Assets and Liabilities as at 31st March 2021

upto Over 1 month Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
30 /31 upto 2 Month month upto month & up month to year to year to years
days 3 Month* to 6 month** 1 year** 3years** 5 years
Borrowing from banks 780.69 400.00 - - 600.00 722.76 - - 2,503.45
Market borrowings - 1242.65 1238.59 1083.95 - - - 499.10 4,064.28
Receivables# 4,225.36 1,490.95 593.95 583.46 332.03 204.55 - - 7,430.30
Investments - - - - - - - - -
** Credit Receivables are based on average collections in last 6 months.
# Receivables include Long term & short term loans and advances related to Credit card & EMI to customer.
(net of NPA)
116
upto 30 Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
/31 days month month month & month to year to year to 5 years
upto 2 upto 3 up to 6 1 year** 3years** years
Month Month* month**
Borrowing from banks 1,647.17 - - - 500.00 - 588.40 -- 2,735.57
Market borrowings -- -- -- -- -- -- -- -- --
Receivables# -- -- 3,609.38 402.10 207.20 88.00 -- -- 4,306.68
investments -- -- -- -- -- -- --
* Receivables in period 2-3 months also includes receivables for period 0-30 days & 1-2 months which are
being collected as such, however the same will become due after 2 months as we have given moratorium to
our customer as per recent guidelines issued by RBI.
# Receivables include Long term & short term loans and advances related to Credit card, personal loan & EMI
to customer. (net of NPA and advance received from credit card holder)
7 i) Exposures To Real Estate Sector
Direct Exposure
Residential Mortgages - March 31, 2021 March 31, 2020
Lending fully secured by mortgages on residential property that is or will be Nil Nil
occupied by the borrower or that is rented: (Individual housing loans up to Rs.
15 lakhs may be shown separately)
Commercial Real Estates -
Lending secured by mortgage on commercial real estates(office buildings, retail Nil Nil
space, multipurpose commercial premises, multi – family residential buildings,
multi tenanted commercial premises, industrial or warehouse space, hotels, land
acquisition, development and construction, etc.) exposure would also include
non- fund based (NFD) limits:
Investments in Mortgage Backed Securities (MBS) and other secured exposures -
a. Residential Nil Nil
b. Commercial Real Estates Nil Nil
Indirect exposure
Fund based and non – fund based exposures on National Housing Bank (NHB) Nil Nil
and housing bank Companies (HFCs)
ii) Exposure to Capital Market

direct investment in equity shares, convertible bonds, convertible debentures Nil Nil
and units of equity-oriented mutual funds the corpus of which is not exclusively
invested in corporate debt;
advances against shares / bonds / debentures or other securities or on clean Nil Nil
basis to individuals for investment in shares (including IPOs / ESOPs), convertible
bonds, convertible debentures, and units of equity-oriented mutual funds;
advances for any other purposes where shares or convertible bonds or Nil Nil
convertible debentures or units of equity oriented mutual funds are taken as
primary security;
1117
17
advances for any other purposes to the extent secured by the collateral security Nil Nil
of shares or convertible bonds or convertible debentures or units of equity
oriented mutual funds i.e. where the primary security other than shares /
convertible bonds / convertible debentures / units of equity oriented mutual
funds 'does not fully cover the advances;
secured and unsecured advances to stockbrokers and guarantees issued on Nil Nil
behalf of stockbrokers and market makers;
loans sanctioned to corporates against the security of shares / bonds / debentures Nil Nil
or other securities or on clean basis for meeting promoter's contribution to the
equity of new companies in anticipation of raising resources;
bridge loans to companies against expected equity flows / issues; Nil Nil
all exposures to Venture Capital Funds (both registered and unregistered) Nil Nil
Total Exposure to Capital Market Nil Nil

8 Details of financing of parent company products
The company has not financed any of the product of its parent company during the financial year 2020-
21.
9 Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the applicable NBFC
The company has not exceeded the prudential exposure limits during the financial year 2020-21.
10 Company has not sanctioned any loan against the intangible security during the financial year 2020-21.
11 (i)The company has obtained registration from following regulator apart from RBI
Particulars Registration number.
Certificate of incorporation under Companies Act 1956. U65990MH1994GOI081616
NBFC registration 13.01305
(ii) No penalty have been imposed by any regulator during the financial year 2020-21.
(iii) Related Party Transaction:-
For related party transaction please refer note no. 35

(iv) Remuneration to Directors
For remuneration to Directors please refer note no. 35.
(v) Net profit or loss for the period, prior period items and changes in accounting policies.
Please refere note no 36.
(vi) The short term debt rating of the company is A1+ by CRISIL and India Rating & Research Pvt. Ltd. The
long term debt rating is AAA/stable by India Rating & Research Pvt. Ltd and ICRA. There is no change in the
rating during FY 2020-21.
118
vii) Revenue Recognition:-
For Revenue Recognition please refer note no. 1(f ).
12 i) Provisions and Contingencies
Break up of Provisions March 31, 2021 March 31, 2020

Provisions for depreciation on Investment Nil Nil
Provision towards stage 3 assets 653.53 284.49
Provision for stage 1 and stage 2 assets 691.02 387.75
Provision made towards Income tax 657.57 507.07
Other Provision and Contingencies (with details) - -
Provision for reward points 81.33 35.91
Provision for Gratuity - 0.20
Provision for fraud 5.15 7.48
Provision for Leave encashment 17.67 21.59
Provision for Staff Incentive 0.44 21.54
Provision for Expenses 336.92 245.13
Provision for CSR Expenses 1.91 3.90
Note: No provision has been made for contingencies. Refer note no 34.
ii) There is no draw down from the reserve during the financial year 2020-21.
iii) a) Concentration of Advances
Total advance of largest twenty borrowers* 29.63 26.00
percentage of Advance to largest twenty borrowers to total advances of 0.34% 0.59%
NBFC
*The Advances denotes the outstanding balances of standard twenty borrower.
iii) b)Concentration of Exposure
Total Exposure to largest twenty borrowers * 102.55 99.35
percentage of exposure to twenty largest borrowers to total advances 1.17% 2.27%
of NBFC
*The exposures denotes the total credit card limit against the top twenty borrower.
iii) c)Concentration of NPAs
Total Exposure to top four NPA accounts* 5.90 2.76
* The exposure to NPA is only principal outstanding. The income is fully de-recongnised and limit is already
blocked from these customer.
1119
19
iii) d) Sector-wise NPAs
Particulars % of NPAs to Total March 31, 2021 March 31, 2020

Advances in that sector
Agriculture & allied activities Nil Nil Nil
MSME Nil Nil Nil
Corporate borrowers credit cards Nil Nil Nil
Services Nil Nil Nil
Unsecured personal loans Nil Nil 0.15
Auto loans Nil Nil Nil
Other personal loans credit cards 7.45% 653.53 284.48
iv) Movement of NPAs
i) Net NPAs to Net Advances (%) Nil Nil
ii) Movement of NPAs (Gross)
Opening balance 284.49 258.13
Add:- Additions during the year 588.06 311.88
Less:-Written of as Bad Debts 174.86 149.93
Less:- Reductions during the year 44.16 135.60
iii) Movement of Net NPAs
Add:- Additions during the year Nil Nil
Less:-Reductions during the year Nil Nil
iv) Movement of provisions for NPAs (excluding provisions on standard
assets)
Add:-Provisions made during the year 588.06 311.88
Less:-Written off as Bad Debts 174.86 149.93
Less:-write-back of excess provisions 44.16 135.60
13 The company does not have any joint venture or overseas subsidiaries.
14 Off-balance Sheet SPVs sponsored:-

There is no off-balance sheet SPVs sponsored by the Company during the year ended 31st March 2021.
15 Disclosure of customer Complaints

No. of complaints pending at the beginning of the year 2,076 57
No. of complaints received during the year 61,459 40,651
No. of complaints redressed during the year 63,241 38,632
No. of complaints pending at the end of the year 294 2,076
120
16 Public disclosure on liquidity risk
i) funding Concentration based on significant counterparty (Both Deposits and Borrowings)
Name of significant counterparty Amount in Crs % of Total Deposit % of Total Liability
5 (five) refer point 3 below for name of the counterparty. 6,103.45 N.A. 80.72%
Note: Total liability does not include equity share capital and other equity.
ii) Top 20 large deposits :- Not Applicable
iii) Top 10 borrowings
Name of the bank Amount % to total borrowing
ICICI prudential mutual fund 2,500.00 37.68%
Indian Bank 1,100.00 16.58%
HDFC Bank 1,000.00 15.07%
Bank of Baroda 903.45 13.62%
Hongkong & shanghai Banking Corporation 600.00 9.04%
Total 6,103.45 92.00%
iv) funding Concentration based on significant counterparty
Name of Instrument / product Amount % of Total Liability
Bank lines 2,503.45 33.11%
Commercial paper 3,600.00 47.61%
NCD 500.00 6.61%
(v) Stock Ratios:
Sr, Name of the instrument / % of total public fund % of total Assets % of total Liabilities
no product
1 Commercial paper N.A. 38.01% 47.61%
2 Non- Convertible Debentures N.A. N.A. N.A.
(original maturity <1 years)
3 Other Short term liabilities N.A. 26.43% 33.11%
(vi) Institutional set-up for liquidity risk management:- Liquidity represent the ability of the
company to generate sufficient cash flow to meet financial obligation, both under normal
and stressed conditions, without liquidating assets or raising funds at unfavorable terms.
the operations of the company give rise to Assets Liabilty mismatches and liquidity risks.
In order to manage these risks the Company has a Board approved Assets Liability Management policy
in place prepared on the basis of RBI guidelines and internal factors specific to our business. The policy is
reviewed on annual basis.


121
121
(formerly known as Bobcards Limited)
CIN: U65990MH1994GOI081616
Registered Office: 2nd floor, Baroda House, Behind Dewan Shopping Centre, Jogeshwari (West), Mumbai- 400102.
ATTENDANCE SLIP
Share Ledger Folio No. __________________________ Annual General Meeting on Tuesday
28th September , 2021 At 11.00 a.m.
Member’s Name _______________________________ At the Jeevan Meeting Room Ground Floor, Baroda
Corporate Centre, Bandra Kurla Complex, Bandra (E),
Member’s / Proxy Signature ______________________
Mumbai – 400 051
1. A member/proxy wishing to attend the Meeting must complete this Attendance Slip before coming to the Meeting
and hand it over at the entrance.
2. If you intend to appoint a proxy, please complete the Proxy Form and deposit it at the Company’s Registered Office,
at least 48 hours before the Meeting.
I record my presence at the
Annual General Meeting
__________________________ ______________________________
Name of Proxy in BLOCK LETTERS Signature of Member/Proxy
(If the Proxy attends instead of the Member)

CIN: U65990MH1994GOI081616
Form No. MGT-11

Proxy Form
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: U65990MH1994GOI081616
Name of the Company: BOB Financial Solutions Limited (formerly known as Bobcards Limited)
Registered Office: 2nd floor , Baroda House, behind Dewan Shopping Centre, S.V.Road, Jogeshwari (West), Mumbai -400102
Name of the Member(s) : .........................................................................................................................................................................................

Registered address : .........................................................................................................................................................................................
E-mail Id : .........................................................................................................................................................................................
Folio No. : .........................................................................................................................................................................................
I/We, being the Member(s) of ...............................................................shares of BOB Financial Solutions Limited , hereby appoint
1. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
E-mail Id : .................................................................................... Signature: .................................................................... , or failing him
2. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 27th Annual General Meeting of the Company, to
be held on Monday, the 28th day of September, 2021 the Jeevan Meeting Room Ground Floor, Baroda Corporate Centre, Bandra Kurla
Complex, Bandra (E), Mumbai – 400 051and at any adjournment thereof in respect of such resolutions as are indicated below:
122
Resolutions. Optional
Ordinary Business For Against
1 To receive, adopt and consider the Annual Financial Statements for the financial year ended 31st March
2021 and Report of the Board of Directors, Auditors and Comments of the Comptroller and Auditor
General of India thereon.
2 To appoint a Director in place of Ms. Archana Pandey (DIN 08089545), who is retiring by rotation and
being eligible, offers herself for reappointment.
3 Board Authority to fix the remuneration of Statutory Auditors appointed by C & AG for FY 2021-22
Signed this………………………day of ……………………………….2021.
Signature of shareholder(s) Signature of Proxy holder(s)
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not
less than 48 hours before the commencement of the Meeting.
2. A Proxy need not be a Member of the Company
3. For the resolutions, Explanatory Statement and Notes, please refer to the Notice of 27th Annual General Meeting.
4. It is optional to put “X” in the appropriate column against the Resolutions indicated in the Box. If you leave the “for” or “against”
column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.
5. Please complete all details including details of member(s) in the above box before submission.
The Route Map of the AGM Venue is given below
Venue: Jeevan Meeting Room Ground Floor, Baroda Corporate Centre, A map is not to scale
Bandra Kurla Complex, Bandra (E), Mumbai – 400 051.
123
123
Employees Engagement Activities
124
Employees Engagement Activities
125
125
Independence Day Celebrations
126
26th Foundation Day
127
127
Launch of Co-branded Credit Cards
128
Choose Your Bank of Baroda Credit Card
EASY
SELECT
PREMIER
PRIME
2021-22
Shri Sanjiv Chadha

Chairman
Shri Vikramaditya Singh Khichi Shri Purshotam Ms. Kadagatoor

Nominee Director Non-Executive Director Venkateshmurthy Sheetal
Prof Sharad Sarin Shri Sanjay Kao


Managing Director
2021-22

Shri Sanjiv Chadha Prof Sharad Sarin
Shri Vikramaditya Singh Khichi Shri Sanjay Kao
Shri Purshotam
Ms Kadagatoor Vekateshmurthy Sheetal Managing Director
Board Committees (as on 31.03.2022)

Audit & Risk Management Committee
Shri Sanjay Kao Chairman
Prof Sharad Sarin Member
Shri Purshotam Member
Human Resources And Nomination &
Corporate Social Responsibility Committee
Remuneration Committee
Prof Sharad Sarin Chairman Shri Purshotam Chairman
Shri Sanjay Kao Member Prof Sharad Sarin Member
Ms. Kadagatoor
Member Shri Shailendra Singh Member
Venkateshmurthy Sheetal

Ms. Deepashri Cornelius Ms. Pooja Karnani

M/s ASL & CO. Bank of Baroda, ICICI Bank Limited
Chartered Accountants Bank of India, The Hongkong and Shanghai
Mumbai Banking Corporation Limited
Bank of America

KFin Technologies Private Limited (Formerly known as Karvy Computershare Private Limited) (For Equity)
NSDL Database Management Limited (For Commercial Papers & NCD)

CIN: U65990MH1994GOI081616
CIN: U65990MH1994GOI081616
2021-22
2021-22
CONTENTS
1. Notice of AGM 1
5. Balance Sheet 49

2021-22
NOTICE
Notice is hereby given that the 28th Annual General Meeting of the Shareholders of BOB Financial Solutions Limited will be held
on Wednesday, 28th September 2022 at 11.00 AM at Ground Floor, Baroda Corporate Centre, Bandra Kurla Complex, Bandra
(East), Mumbai – 400 051, to transact the following business.
ORDINARY BUSINESS
1. To receive, adopt and consider the Annual Financial Statements for the financial year ended 31st March 2022 and Report of
the Board of Directors, Auditors and Comments of the Comptroller and Auditor General of India thereon.
2. To appoint a Director in place of Mr. Purshotam (DIN 08504005), who is retiring by rotation and being eligible, offers himself
for reappointment.
3. To consider and if thought fit, to pass with or without modifications, the following resolution as ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to Section142 r/w 139(5) of the Companies Act, 2013, the Board of Directors of the Company be
and is hereby authorized to fix the remuneration of such Auditors of the Company, as may be appointed/reappointed by
the Comptroller and Auditor General of India (C&AG) for the financial year 2022-2023.”
SPECIAL BUSINESS
4. To consider and if thought fit, to pass with or without modifications, the following resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to the recommendation of the Board of Directors and the provisions of Sections 149, 152 and
all other applicable provisions of the Companies Act, 2013 and the Rules framed there under (including any statutory
modification(s) or re-enactment thereof for the time being in force) read with schedule IV to the companies Act, 2013, Shri
Sanjay Kao (DIN 09447175), who was appointed by the Board of Directors as an Additional Director of the Company with
effect from 17th January, 2022 and who holds office up to the date of ensuing Annual General Meeting of the Company in
terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as an Independent Non-Executive Director
of the Company to hold the office for a period of 3 Years i.e. up to (Date) 2025, not be liable to retire by rotation.”

[Sanjiv Chadha]
Date: 25th July 2022 (DIN: 08388448)
Registered Office :
Mumbai – 400 102

NOTES
A MEMBER ENTITLED TO ATTEND AND VOTE IN THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A Proxy form, in order to be effective, must be deposited at the registered office of the Company not less than
forty eight hours before the commencement of the aforesaid meeting.
Members are requested to intimate to the Company, changes, if any, in their registered addresses, nomination,
power of attorney etc. at an early date, in case of shares held in physical form.
Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the
Registered Office of the Company on all working days, between 11.00 a.m. and 1.00 p.m. up to the date of the
Meeting.
1
2021-22
DIRECTORS’ REPORT
TO THE MEMBERS
Financial Statements for the Financial Year ended 31st March, 2022.
CORPORATE OVERVIEW:
issuance. It also provides support to Bank of Baroda by carrying out its Merchant Acquiring Operations.
During FY 21-22, the Company continued it resilient performance amidst the challenges posed by the
pandemic. The Company focused on increasing its credit cards customer base by offering digital solutions. The
Company continued its business operations from 100+ locations.
The Company successfully implemented FirstVision Card Management System (CMS) and integrated digital DIY
(Do It Yourself ) origination journey with Bank of Baroda’s TABIT journey were the most significant technology
achievements during FY 21-22
Product launches and innovations were one of the key highlights of FY 21-22, right from the issuance of
RuPay credit cards to the global first launch of ConQR – the two-in-one product combining credit card and QR
acceptance that was done in partnership with Mastercard (as it owns the patent).
The Company continued to implement the two-pronged growth strategy (of BoB customers on one side and
key partnerships on the other) by entering into co-brand partnerships with both large and trusted organizations
as well as new age Fintechs. These included partnerships with Fintechs like FPL Technologies (for OneCard)
and CreditAI (for Unnati – the credit card for farmers), thereby positioning BOB Financial as an issuer that is
receptive to new age partners.
The Company also launched Co-branded credit cards with IRCTC and the Indian Navy. The Indian Navy co-
brand helped the Company to expand its portfolio of co-branded credit cards with the Defence Forces, as
Memoranda of Understanding were signed with the Indian Army, Assam Rifles and Indian Coast Guard for
launch of co-branded credit cards.
The Company also completed SI Hub integration in order to comply with RBI’s guidelines for e-Mandates.
During the year, the BCP site of the Company was made operational in Gurugram.
The commercial papers issued by the Company received rating of CRISIL A1+ from CRISIL and IND A1+ from
India Ratings.
2
2021-22
FINANCIAL HIGHLIGHTS FOR F.Y.2021-22:
Following was the Financial Performance of the Company for the year ended 31st March 2022:
(Amount in Rs. Cr.)

Profit / (loss) before Tax (5.96) (22.53)
Tax expenses (4.47) (12.93)
Profit / (loss) after Tax (10.43) (9.6)
CRAR 17.86% 19.61%
EPS (Rs.) (0.41) (0.55)
 Total revenue for the F.Y. 2021-22 increased by 36.42% to around Rs.500 Cr as against Rs.366 Cr in the
preceding F.Y. 2020-21 primarily driven by Increase in Credit Card Business on account of increase in
Interest income and Fee income partially offset by increase in direct expenses.
 Total expenses at Rs.505.61 Cr increased by 30% as compared to Rs. 388.80 Cr in the preceding F.Y. 2020-
21. mainly due to increase in operating expenses and finance cost.
Capital Adequacy and Liquidity
As per the capital adequacy norms issued by the RBI, Company’s capital to risk ratio consisting of tier I and tier II
capital should not be less than 15% of its aggregate risk weighted assets on balance sheet and of risk adjusted
value of off-balance sheet items. As of March 31, 2022, Company’s CRAR was 17.86% compared to 19.61 % as
of March 31, 2021.
The Tier I capital in respect of an NBFC-ND-SI, at any point of time, is required to be not less than 10%. Company’s
Tier I capital was 13.03% as of March 31, 2022 compared to 12.8% as of March 31, 2021.
SHARE CAPITAL:
During F.Y. 2021-22, the Company has increased its paid-up share capital from Rs.175 crores to Rs.275 crores
by issuance of further equity shares of Rs.100 crores. There was no change in the Company’s authorized capital
during the year.
RESERVES:
Due to loss incurred during the year, the Company has not transferred any sum to Statutory Reserve in
compliance with the Section 45-IC of the Reserve Bank of India Act, 1934 for F.Y. 2021-22.
3
2021-22
DIVIDEND:
With a view to conserve internal resources and meet the growth & transformation initiatives, the Board does
not propose to recommend any dividend during the year under review.
DEPOSIT:
The Company has neither invited nor accepted any deposits from the public during the F.Y.2021-22 and has
no plans in near future. Prior approval of Reserve Bank of India will be obtained for acceptance of deposits, if
any, in future.

ACT, 2013:
During F.Y.2021-22, the Company has not given any loans or guarantees to any other body corporate.
There has been no change in the nature of business of the Company during F.Y. 2021-22.
No adverse material changes have occurred or commitments made after 31st March, 2022 which may affect
the financial position of the Company or require disclosure.
MAJOR INITIATIVES TAKEN :
FY 21-22 was a watershed year for the Company. The aspiration to grow into a leading Indian credit card issuer
was evident in the many firsts, achievements and investments that underlined the FY, in spite of the challenges
brought about by the pandemic that continued in varying degrees.
Product launches and innovations were one of the key highlights of FY 21-22, right from the issuance of
RuPay credit cards to the global first launch of ConQR – the two-in-one product combining credit card and QR
acceptance that was done in partnership with Mastercard (as it owns the patent).
The Company continued to implement its two-pronged growth strategy (of BoB customers on one side and key
partnerships on the other) by entering into co-brand partnerships with both large and trusted organizations
as well as new age Fintechs. These included partnerships with Fintechs like FPL Technologies (for OneCard)
and CreditAI (for Unnati – the credit card for farmers), thereby positioning BOB Financial as an issuer that is
receptive to new age partners.
Co-branded credit cards were also launched with IRCTC and the Indian Navy. The Indian Navy co-brand helped
BOB Financial to expand the portfolio of co-branded credit cards with the Defence Forces, as Memoranda
4
2021-22
of Understanding were signed with the Indian Army, Assam Rifles and Indian Coast Guard for launch of co-
branded credit cards.
 The Company issued more than 500,000 new credit cards in FY 21-22, doubling the new acquisition
done in FY 20-21. It also joined the elite club of issuers with a base of 1 Million or more credit cards, thus
positioning it as a force to reckon with, in the Indian credit cards industry. In March 2022 itself, more than
130,000 new credit cards were issued, making BOB Financial one of the Top 5 issuers (estimated) for the
month.
 Retail spends more than doubled compared to FY 20-21, clocking approximately Rs. 7,000 cr. This growth
was made possible by relevant customer offers across merchant categories, in partnership with leading
offline and online merchants. At any given time, more than 100 customer offers were live across regular
and EMI spends. The growth in retail spends was also a result of multiple initiatives towards improving
customer experience, in addition to launch of relevant products and offers. Initiatives like self-service
through website, IVR and SMS or programs like Add-On cards for family, referral programs, topical
campaigns on social media etc. all helped in increasing customer engagement, leading to more than
doubling the retail spends.
 The focus on enhancing technology infrastructure continued in FY 21-22. The implementation of

FirstVision – the leading Card Management System and the launch of 100% digital Credit Card journey
on TABIT – Bank of Baroda’s digital origination platform were the flagship achievements. Several other
initiatives across the customer lifecycle, from origination to usage to retention, were undertaken in line
with the strategic intent of being a top ranking, customer-centric credit card issuer.
The Company also continued to invest both in human resources as well as points of presence, to effectively
align with the 18 Zones and 148 Regions of Bank of Baroda. This focus on leveraging the Bank’s distribution
strength while building its own is in line with the Company’s growth aspirations.
Technology
The Company made significant progress in its technology initiatives to strengthen its technology and data
security capabilitites and emerge as a leading digital player among the various credit card issuers. Some of the
key enablers accomplished during the year are enumerated below:
 Migration to Vision Plus to scale the Company’s business volumes manifold by designing various customer
value propositions and introduce new revenue streams and provide multiple self-service options to
customers;
 Introduction of Fusion (API Layer) to help introduce new channels of customer onboarding, loyalty and
seamless multiple integrations;
 Data Lake integrated with BI to help identify right customer and their segment for upsale and deliver
enhanced business intelligence by streamlining the flow of information;
 Launched new products with rich and exclusive features to help tap affluent segments;
 Launched digital onboarding channels – Customer Do-It-Yourself and RM Assisted (TABIT) for better lead
management, workflow management, automated decision making and exception management
5
2021-22
 Setup new embossing partners on Vision Plus and bureau data scrubbing
 Completed security tool implementation – Managed Detection and Response (MDR), Endpoint Detection
and Response (EDR), email security and introduction of Data Loss Prevention Tool.
NPA & Risk Management
The Company has built an advanced risk management infrastructure that is robust and fortified by our data
analytics and digital capabilities. The Company evaluates multiple attributes for every credit decision including
application variables, credit bureau and demographic variables as well as underlying verifications. The Company
also possesses a large database of (existing and historical) demographic and socio-economic cardholder data,
derived from numerous transactions. The database facilitates in-depth analysis of card user propensities and
future performance modelling. This, along with data from credit bureau and other sources, is analysed to
generate underwriting scorecards, proactively mitigating risks and reducing losses and delinquencies.
The Company has also developed models to accurately estimate risk for new-to-credit and new-to-card
customers who do have a credit history and account for a large section of the population. They are expected
to be key growth drivers for India’s credit card market. Using modelling we have segmented Expected Credit
Loss (ECL) models, which are Ind-AS compliant and take into consideration economic indicators in portfolio
stress-testing models basis our learnings from the COVID induced stress. We undertake an in-depth approach
to credit analytics in our periodic credit monitoring processes. This involves analysing behavioural and several
other related variables to manage cardholder accounts. The variables are reviewed periodically to minimise
any variance in the information underpinning those attributes.
The Company also has a strong collection mechanism, supported by technology infrastructure. It has further
added significant collections capabilities in the field of skip tracing, credit bureau integration and legal litigation
for account resolution. The Company also leverages its technology to send billing statements by e-mail and
also send text messages of statement generation, amounts due and due date for better reach. Our collections
personnel initiate contact with cardholders if the payment due date is missed. Collection scorecards tailored
to cardholder behaviour are maintained to estimate their propensity to pay. FY 21- 22 was a watershed year for
BFSL in the field of NPA recovery, with recoveries exceeding INR 51 cr. This metric has safely assured that the
toxic effect of the COVID induced stress on the asset quality is well and truly behind us, and the foundation for
a good quality portfolio can be built at scale.
Customer Service:
Service delivery excellence is core to relationship with the customers and continues to be a focus area for
the Company. With clear intend to emerge as a customer friendly organization, revisiting and revising
internal Policies and Processes to make them more efficient, also adopting trending technology solutions to
revolutionize our Customer Experience standards.
Our Vision is to create bespoke customer experience across touchpoints through smart adoption of technology
while ensuring the human element of service is not compromised.
With an aim to transform the customer journey through onboarding, Lifecyle management right upto closure,
the Company adopted Talisma as its Customer Relationship Management (CRM) tool. We embraced the
multipronged approach of:
6
2021-22
 Customer Engagement through proper tracking and managing customer journey in delivering superior
experience
 Customer Experience upliftment through processes and innovation on doing better every time
 Service Agent empowerment through better decisioning by way of providing real time information at the
click of a button
 Measurable service parameters to ensure accountability and focus on continuous improvements on both
qualitative and quantitative aspects
Initiatives Undertaken: -
 Restructuring of the grievance redressal mechanism and quick resolutions to enhance level of customer
satisfaction.
 The Company adopted new CRM solution for the Contact Center and Email Interaction with customers for
one-view, timely response and resolutions.
 Further strengthened Call Centre through extended setup at BCP location
 Realtime payment postings through select payment channels (i.e. Instapay / BBPS) resulting in instant
release of Open to Buy limits on card.
 Enhancement in Self-Serve Opportunities for customers thru introduction of Instant SMS feature /
Intelligent IVR at Contact Centre / Web Portal
 Tie-up arrangement across Merchants to offer Instant EMI to cardholders.
 Introduction of E-Mandate, a paperless process for registering Direct Debit Instructions from Bank of
Baroda and Other Banks Accounts
 Integration with Bank’s mobile app “BoB world” for BoB credit card payment
The Company is also in the process of extending Service Delivery Channels with introduction of Mobile App /
WhatsApp / Chatbot services to match the Industry standards and offer best servicing solutions.
Marketing:
When it comes to marketing strategy, the Company followed a thumb rule of EVOLUTION i.e. always getting
inspired by our environment, continuously honing our capabilities, and shaping our present for the future
in vision. To enhance our growth potential in the FY 21-22, the Company focussed on adopting digital ways
of promoting business. The Company wanted to enjoy brand salience and hence marketing strategy for
the FY 2021-22 was again focussed on pushing brand awareness, enhanced engagement, and incremental
conversion.
The Company opened the year with the vision to launch another communication platform going by the
statistics that say on average any company needs to have 7-8 touch points to get noticed by its potential
customers, and that’s how the Company launched Twitter in the first quarter of the year.
7
2021-22
The Company delivered marketing campaigns across owned, earned & paid media consisting Social Media
Marketing, Email Marketing, Affiliate Marketing, SMS Marketing, Mobile & Website Marketing.
With a commitment to make our customer relationship palette more colorful, and full of happiness, the
Company launched the brand campaign ‘Chhoti Khushiyan Badhti Rahein’ and started a conversation in a
world that was full of disbelief, fear, uncertainty at that time. The Company brought forward and reiterated
the importance of little joys in life that brings the widest smiles. And the Company did it with a bouquet full
of offers on our cards to help our customers plan their festivities, starting from Ganesha Chathurthi in August
to Diwali Festive Shopping Rewards, and then to ring in New Year with more cheers followed till Holi in March.
Festivals were planned with elan for our customers, so the everyday shopping rewards with saving delights on
every transaction.
All throughout, the Company kept data in front of our eyes, and strategically blended it for our demand
generation efforts; to keep the marketing funnel of Awareness >> Consideration >> Conversion consistently
agile, and have all the way from the anonymous social fan or website visitor to a delighted customer throughout
the customer’s lifetime. The Company did brand campaigns for each of the funnels and kept striving for new
customers while continuously thriving association with our existing family.
The Company gained new fans for each of our social platforms, increased impressions for our brand
communications, and excelled at creating customer engagements.
While doing all of this, the Company also launched new products including IRCTC, Unnati, Varunah, HPCL with
compelling product propositions to attract the right customers while foraying into new markets.
8
2021-22
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9
2021-22
At the last Annual General Meeting of the Company, held on 29th September, 2021, the members had
approved the appointment of Ms. Archana Pandey (DIN 08089545) who was retiring by rotation and offered
herself for reappointment.
 Shri Atul Malik (DIN 07872539) resigned as Director of the Company w.e.f from 31st October, 2021. The
Board noted and confirmed the cessation of Shri Atul Malik from the post of Director of the Company. w.e.f
closing hours of 30th October, 2021 (effective 31.10.2021) in its meeting held on 30th October, 2021. The
Board recorded its appreciation for the valuable services rendered by Shri Atul Malik during his tenure as
an Independent Director of the Company and expressed its gratitude for the same.
 Ms. Archana Pandey (DIN 08089545) resigned as Director of the Company w.e.f from 31st October, 2021.
The Board noted and confirmed the cessation of Ms. Archana Pandey from the post of Director of the
Company. w.e.f closing hours of 30th October, 2021 (effective 31.10.2021) in its meeting held on 30th
October, 2021. The Board recorded its appreciation for the valuable services rendered by Ms. Archana
Pandey during her tenure as a Non-executive Director of the Company and expressed its gratitude for the
same.
 Ms. Kadgatoor Venkateshmurthy Sheetal (DIN 09409028) had been appointed as Nominee Director (Non
Executive) of the Company w.e.f 1st December, 2021 by the Board of Directors vide circular resolution
dated 24th November 2021.
 Shri Sanjay Kao (DIN 09447175), was appointed as an Additional Director and subsequently appointed as
Independent Director with effect from 17th January, 2022 by the Board of Directors vide circular resolution
dated 29th December, 2021.
In terms of Sec 203 of the Companies Act 2013, the details of KMPs as on 31/03/2022 are as under:-
Name Designation
10
2021-22
BOARD OF DIRECTORS:
A. Board Meetings
The Board met at least once in every quarter. Notices of the meetings were sent well in advance along with a
detailed agenda and supporting documents. Five Board Meetings were held during F.Y. 2021-22.

1 April – June April 7, 2021 & May 11, 2021
2 July – September August 10, 2021
3 October – December October 30, 2021
4 January – March February 10, 2022
b. Directors attendance record
Attendance record of the Directors for the Board Meetings held during F.Y.2021-22 is as follows:
Directors No. of Board Meetings held/ Last AGM Attendance

attended during his/her tenure (28/09/2021)
Shri Sanjiv Chadha 5/5 Absent
Shri Vikramaditya Singh Khichi 5/5 Absent
Shri Purshotam 5/5 Present
Shri Atul Malik 4/4 Absent
Prof. Sharad Sarin 5/5 Absent
Ms Archana Pandey 4/4 Absent
Shri Sanjay Kao 1/1 Not applicable
Ms Kadagatoor Venkateshmurthy Sheetal 1/1 Not applicable
Shri Shailendra Singh 5/5 Present
The Composition and other required details of the Board of Directors as on 31st March, 2022 are given below:
Names Category Designation With Effect From

Shri Sanjiv Chadha Nominee Director Chairperson 01.05.2020
(Non Executive Director)
Shri Vikramaditya Singh Khichi Nominee Director Director 14.03.2019
(Non Executive Ditrector)
Shri Sanjay Kao Independent Non-Executive Director Director 17.01.2022
Prof. Sharad Sarin Independent Non-Executive Director Director 19.09.2017
Ms. Kadagatoor Non-Executive Director Director 01.12.2021
Shri Purshotam Non-Executive Director Director 11.11.2020
Shri Shailendra Singh Executive Director Managing 06.06.2020
Director & CEO
11
2021-22
terms of reference of the Board Committees are determined by the Board from time to time. Meetings of each
Board Committee are convened and conducted in accordance with applicable secretarial standards. Matters
requiring the Board’s attention/approval, as emanating from the Board Committee Meetings, are apprised to
the Board and placed for approval before the Board as required.. The role and composition of these Committees,
including the number of meetings held during the F.Y. and the related attendance, are provided below.
The Audit & Risk Management Committee of the Board is interalia responsible for (including terms in
1. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
3. Examination of the financial statements and the auditors’ report thereon;
4. Approval or any subsequent modification of transactions of the Company with related parties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the Company, wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Monitoring the end use of funds raised through public offers and related matters.
9. Evaluation of potential external/internal threats/risks (existing or likely) to the Company.
10. Review and Monitor the implementation of various risk measures
11. Review of the functions of Risk Management Department.
12. Take decisions on matters as may be referred to it from time to time by the Board.
The existing constitution of Audit & Risk Management Committee is as under:-

1. Shri Sanjay Kao Chairperson
3. Shri Purshotam Member
4 meetings of the said Committee were held during F.Y.2021-22. Audit & Risk Management Committee
meetings are usually attended by the Managing Director, Company Secretary, Chief Financial Officer, Chief
12
2021-22
Risk Officer, Internal Auditors and representatives of the Statutory Auditors. Senior Executives of the Company
are invited to participate in deliberations as appropriate.
The recommendations made by the Audit and Risk Management Committee of the Board during F.Y.2021-22
were mostly accepted by the Board. The details of meetings attended by the members of the said Committee
during the F.Y. 2021-22 are given below:
Directors Designation No. of Meeting held No. of Meetings attended

during his tenure
Shri Sanjay Kao# Chairperson 1 1
Prof. Sharad Sarin Member 4 3
Shri Atul Malik* Member 4 4
Shri Purshotam Member 1 1
* Shri Atul Malik ceased to be a Director of the Company w.e.f 31/10/2021 and consequently as a member of the ARMC
#Shri Sanjay Kao was appointed as an Additional Director of the Company a member of the ARMC w.e.f 17/01/2022
B. Human Resources and Nomination & Remuneration Committee (HR & NRC):
The HR & NR Committee is, inter alia, responsible:
1. To identify persons who are qualified to become Directors and who may be appointed in senior
management in accordance with this set criteria.
2. To recommend Board appointment and removal of such persons.
3. To specify the manner for effective evaluation of performance of Board, its committees and individual
directors to be carried out and review its implementation and compliance .
4. To formulate criteria for qualifications, positive attributes and independence of Directors.
5. To recommend to the Board policy relating to remuneration for Directors, KMP and other employees.
6. To review and provide recommendations on, including but not limited to, Designations, Organisation
& Grade Structure, Compensation Benchmarking with Annual Increment & Variables, Performance
Management System, LTI/ ESOP.
7. To review, monitor and make recommendations to the Board on human resource strategies/policies that
pertain to staffing, compensation, benefits, and related issues of strategic importance.
8. To review and provide recommendations to the Board concerning the approval or amendments to the
Human Resource policy.
9. To report its actions and recommendations, if any to the Board after each Committee meeting.
13
2021-22
The existing constitution of HR & NRC is as under:-

1. Prof. Sharad Sarin Chairperson
2. Shri Atul Malik* Member
3. Ms. Archana Pandey* Member
4. Shri Sanjay Kao# Member
5 Ms K.V. Sheetal# Member
* Shri Atul Malik & Ms Archana Pandey ceased to be a Director of the Company w.e.f 31/10/2021 and consequently as a member of the
HR&NRC
# Shri Sanjay Kao and Ms. K.V. Sheetal were appointed as members of the HRNRC w.e.f 17/01/2022
5 HR & NRC Meetings was held during F.Y.2021-22. The details of the meetings attended by the members
during F.Y. 2021-22 are given below:

Prof.Sharad Sarin Chairperson 5 5
Shri Atul Malik Member 4 4
Ms. Archana Pandey Member 4 4
Shri Sanjay Kao Member 1 1
Ms K.V. Sheetal Member 1 1
The recommendations made by the Human Resources & Nomination and Remuneration Committee of the
Board during F.Y.2021-22 were mostly accepted by the Board.
The existing constitution of CSR Committee is as under:-

1. Shri Purshotam Chairperson
3. Shri Shailendra H. Singh Member
The CSR policy adopted by the Company is placed on the Company’s website at
https://www.bobfinancial.com/public-disclosures.jsp .
14
2021-22
No meetings were held during the F.Y. 2021-22 since the matter were approved by the Committee vide circular
resolution.
For F.Y. 2021-22, the Company had carried forward from previous FY 2020-21 Rs.18.95 Lacs to various activities/
projects towards CSR. During FY 2021-22, the Company spent the remaining balance of Rs.18.95 Lacs. Majority
part of unspent amount consisted of ongoing projects. All the recommendations/approvals (including circular
resolutions), made by the CSR Committee were duly accepted/noted by the Board during the year.
As per statutory requirement, the Annual Report on CSR Activities for the year ended 31st March, 2022 is
enclosed as Annexure “A”
Financial Year Date Time Venue Special Resolutions

Passed, if any
2020-21 28.09.2021 11.00 Himgiri Meeting Room, Ground -
A.M. Floor, Bank of Baroda, Baroda
400051
2019-20 28.09.2020 10.30 Jeevan Meeting Room, Ground Appointment of Shri
A.M. Floor, Bank of Baroda, Baroda Shailendra Singh as MD &
Corporate Centre, Bandra Kurla CEO of the Company and
Complex, Bandra (E), Mumbai - payment of remuneration
400051
2018-19 27.09.2019 2.30 Jeevan Meeting Room, Ground (i) Alteration in AOA by
P.M. Floor, Bank of Baroda, Baroda substituting clause
Corporate Centre, Bandra Kurla pertaining to tenure
Complex, Bandra (E), Mumbai - of appointment of
400051 independent directors
(ii) Reappointment of
independent directors
for a further period of
3 years
15
2021-22
Extra-Ordinary General Meetings:-

2021-22 17.05.2021 11.00 Jeevan Meeting Room, Increase in borrowing limits to
A.M. Ground Floor, Bank of Baroda Rs.1500 Crores
, Baroda Corporate Centre
, Bandra Kurla Complex,
Bandra (E), Mumbai – 400051
21.06.2021 11.00 Jeevan Meeting Room, Change in place of Keeping of
A.M. Ground Floor, Bank of Baroda Register of Members
, Baroda Corporate Centre
, Bandra Kurla Complex,
2020-21 18.11.2020 11.00 Jeevan Meeting Room, Increase in authorised share
A.M. Ground Floor, Bank of Baroda, capital from Rs.200 crores to
Baroda Corporate Centre, Rs.400 crores
Bandra Kurla Complex, Alternation of Cl. V of the
Bandra (E), Mumbai – 400051 Memorandum of Association
(Capital clause)
2019-20 28.02.2020 10.30 Jeevan Meeting Room, -
A.M. Ground Floor, Bank of Baroda,
Baroda Corporate Centre,
Bandra Kurla Complex,
17.06.2019 2.30 8A Meeting Room , 8th Floor, To consider borrowing
P.M. Bank of Baroda, Baroda approval up to Rs.1150 Crores.
Corporate Centre, Bandra
Kurla Complex, Bandra (E),
Mumbai – 400051
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors, to the best of their
16
2021-22
(iv) the annual accounts for the financial year ended 31st March 2022 have been prepared on a going concern
basis;
BOARD EVALUATION:
As per the provisions of Section 134(p) r/w section 178 of the Companies Act 2013 a formal evaluation by the
FY 2021-22.
For F.Y.2021-22, a separate Independent Director’s Meeting was also held on 4th February, 2022.
INFORMATION PURSUANT SECTION 197 OF THE COMPANIES ACT, 2013 R/W RULES 4 & 5 OF THE
The total managerial remuneration (including sitting fees) paid to the Managing Director and other Directors
during F.Y.2021-22 was in accordance with the applicable provisions of the Companies Act, 2013. The Members
had accorded their approval for remuneration paid/payable to Shri Shailendra Singh (DIN 08751442), holding
the position of Managing Director & Chief Executive Officer of the Company during FY 2021-22 in the Annual
General Meeting dated 28.09.2020.
None of the employees draws salary more than the prescribed limit requiring disclosure in this report. None of
the employees holds any equity share of the Company.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY :
with the size, scale and complexity of its operations. These internal controls ensure that all assets of the Company
are safeguarded and protected against loss from unauthorized use or disposition and the transactions are
authorized, recorded and reported correctly.
 Clearly defined organization structure and limits of authority.
 Well defined key responsibility areas and key performance indicators at various levels.
 Appropriate information flow to facilitate effective monitoring.
 Corporate policies for financial reporting, accounting, information security and corporate governance.
17
2021-22
To maintain objectivity and independence, the adherence to internal controls and their adequacy was
reviewed by the Internal Auditors who report to the Audit & Risk Management Committee. For F.Y.2021-22,
M/s Borkar & Muzumdar, Chartered Accountants were appointed as Internal Auditors of the Company. The
Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system, its compliance
with operating systems, accounting procedures and policies in the Company. Based on the report of internal
auditors, process owners undertake corrective action in their respective areas and thereby further strengthen
the controls. Significant audit observations and corrective actions thereon are presented to the Audit and Risk
Management Committee from time to time.
Internal Audit reports and the adequacy of internal control systems at quarterly intervals during F.Y. 2021-22
and their suggestions/observations were duly discussed and appropriately implemented by the Company.
The Company was not required to maintain the cost records as per Section 148(1) of the Companies Act, 2013,
RISK MANAGEMENT:
As per Section 134(3) of the Companies Act, 2013, the Company undertakes regular review of its risk profile
Department. The Company has constituted the Assets Liability Management Company (ALCO) consisting of
senior management personnel primarily for ALM processes in the Company. The Company has also constituted
a Product and Process Approval Committee (PPAC) to evaluate proposed products and processes in pre-launch

future.
18
2021-22
ANNUAL RETURN:
Pursuant to Section 92 (3) and 134(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management
https://www.bobfinancial.com/public-disclosures.jsp
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNINGS, AND OUTGO:
A. Conversation of energy:
The Company is in the business of Card Issuance, Operations & Transaction Settlement Services. The nature
of business is purely service oriented.
The Company’s activities do not require substantial energy consumption. However the Company continues
to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking
steps to reduce wasteful use of energy.
As a measure of energy conservation, the Company had taken the following steps:
 Replaced legacy IT equipment with low energy consuming devices.
 Made necessary arrangement to work from home using Laptops instead of Desktops during pandemic
and helped conserve electricity
The Company offered a customer self-service portal in order to facilitate credit card holders/ merchants to
make payment and track/review their transaction details online. An ‘Insta-pay‘ feature on the Company’s
website facilitated easy payment mode to the customer.
The Company introduced SMS Banking Service with self-serve options like Balance Inquiry, Card Blocking,
Reward points, Last Statement Inquiry, open domestic e-commerce limit to facilitate effective contactless
service.
The Company also introduced various alternative and easy modes of Payment channels like BBPS, Pay
using SMS link to promote contactless payments through online modes. The hard copy statements had
been reduced significantly following a ‘GO GREEN’ drive.
The Company also promoted “GREEN PIN” (online generation of PIN through self-service portal)
functionality, under which, the customers are requested to generate online PIN through self-service portal
instead of sending the physical PIN mailer.
19
2021-22
ii. Benefits derived like product improvement, cost reduction, product development or impact substitution:
 reducing cardholder complaints pertaining to bills not received
 saving time & energy of customers in making payment
 reduction of dispatch cost of hard copies of the bills and PIN mailers
iii. The expenditure incurred on Research and Development : Nil
The Foreign Exchange receipts represented actual inflows during F.Y.2021-22 and the Foreign Currency
Activities in foreign currency :
The Company receives funds in foreign currency for settlement of international transactions. The Company
gets debited towards settlement agency charges in foreign currency.
(Amount in Rs. millions)
Particulars F.Y. 2021-22 F.Y. 2020-21

(Income from Credit Card International Operation, currency conversion
charges, business development incentive income)
* The information on Foreign Exchange receipts and outgo is also furnished in the Note No.44 in the Notes to
There have been no material transactions with Directors or the Key Management Personnel and their relatives
during F.Y.2021-22 that could have potential conflict with the interest of the Company.
other subsidiaries/associates during F.Y.2021-22 were on an arm’s length basis and in the ordinary course of
to accounts annexed to the financial statements.. The latest policy on related party transactions is available on
20
2021-22
STATUTORY AUDITORS:
Statutory Auditors’ Report dated 4th May, 2022 on the financial statements of the Company for the financial
year ended 31st March, 2022 alongwith corrigendum dated 20th July 2022 is enclosed with the Financial
Statements of the Company.
provisions of Section 143 of the Companies Act, 2013.
For F.Y. 2021-22, the C&AG has issued a clean report, with no comments on the financial statements of the
In accordance with Section 142 r/w section 139(5) of the Companies Act, 2013, the remuneration of
Statutory Auditors is required to be fixed by the Company in its Annual General Meeting. Accordingly, an
Ordinary Resolution will be proposed at the forthcoming Annual General Meeting seeking approval for the
remuneration recommended by the Board and further authority for the Board to finalize with the Statutory
Auditors appointed by the Comptroller and Auditor General of India (C&AG) for the F.Y.2022-23.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating effectively.
SECRETARIAL AUDIT:
F.Y.2021-22.
There was no observation, qualification or reservation made by the Secretarial Auditors of the Company. The
detailed report of the Secretarial Auditors is appended as an Annexure C to this Report.
The Company has a Whistle Blower Policy and a Vigilance Policy. The mechanism under these Policies has been
communicated within the organisation. The objective of this mechanism is to eliminate and help to prevent
malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the
Company and to ensure that whistle blower is protected. The Company has appointed a Chief Vigilance Officer
(Chief Manager from BOB) for the purpose of reporting, enforcing and monitoring the Vigilance Policy and
Whistle Blower Policy.
Preventive Vigilance Manual covering all functions have been prepared and circulated internally. The Company
organized Knowledge sharing sessions with its employees on preventive vigilance during FY 2021-22.
The Company had received 1 complaint under Whistle Blower Policy during FY 2021-22 which was investigated
and disposed off within timelines.
No complaint having vigilance angle was received during FY 2021-22.
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2021-22
Remuneration Policy of the Company laid down under Section178(2)&(3) of the Companies Act, 2013 and RBI
Directions / circulars for appointment of Directors. The Human Resources & Nomination and Remuneration
INFORMATION PURSUANT RULE 14 OF THE SEXUAL HARASMENT OF WOMEN AT WORKPLACE

“Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and the Rules
there under. The Committee is inter alia responsible to inquire into sexual harassment complaints by aggrieved
women and recommend appropriate action.
During the year, under review, the Company had received 2 complaints of sexual harassment and both were
disposed as per the policy guidelines.
ACKNOWLEDGMENT:
The Board of Directors acknowledge with gratitude the utmost co-operation and support extended by Bank of
Baroda, Visa / Master Card International/NPCI, Service Providers, Merchant Establishments, Statutory & Internal
Auditors, Comptroller and Auditor General of India, Reserve Bank of India, BSE and all the valued customers
and expect their continued support and patronage in future too.
The Board wishes to place on record its deep appreciation for the dedicated service rendered by employees at
all levels, enabling the Company to help achieve its growth plan during the year.

[Sanjiv Chadha]
22
2021-22
A. The Indian Credit Cards Industry & Key Developments in FY 21-22
Overview
The Indian credit card industry is expected to grow at a CAGR of more than 25% during 2020 – 2025. There are
several factors contributing to the estimated growth of Indian Credit Card industry. The push for digital payments,
both by the government and RBI, is a key factor. This is having a positive impact both on the issuance as well as
the acceptance side. Customers who were hesitant towards plastic money are made aware of the safety and
convenience of digital modes of payment (that includes credit card), and are adopting them at a faster pace.
Customers also have several points of acceptance, both physical and online, for using their credit card.
Another key factor driving credit card growth is increase in issuance to customers from non-metros and smaller
towns. The share of Millennials or the young population between 18-25 years of age is another significant
factor driving credit card growth.
While there are several more factors driving new credit card acquisition, new underwriting methods made
possible by alternative scoring and other demographic and behavioural insights created/adopted by FinTechs
are also helping in continuously expanding the customer base that could be targeted for credit cards.
The usage of newly issued credit cards is made possible by the push for digital payments, which has taken
acceptance to every nook and corner of the country. Credit Cards are now being used to make payments for
utility bills, educational expenses, healthcare, insurance, government payments in addition to the traditional
purchases of grocery, electronics, apparel and fuel.
The COVID19 pandemic migrated most credit cardholders to online or e-commerce transactions, thereby
opening up even more avenues for credit card usage.
The adoption of Buy Now Pay Later or Equated Monthly Instalment (EMI) is also contributing to the growth in
usage of credit cards. More cardholders are refusing to postpone their purchases, armed with several attractive
EMI options offered by the credit card issuers, frequently without any additional cost, in partnership with
manufacturers or large merchants.
Industry Structure
The Indian Credit Cards industry had 34 issuers with more than 7.36 cr. credit cards outstanding as of 31st
March 2022. (source – RBI data)
The number of credit cards grew approximately 19% from 6.2 cr. as of March 2021 to 7.36 cr. as of March 2022.
The growth was more than double compared to FY 20-21, aided by easing of the pandemic and lifting of
regulatory embargo (on new issuance) on a large issuer.
In terms of spends, the industry grew by 54% in FY 21-22 compared to FY 20-21 (from Rs. 6.32 lakh cr. to Rs.
9.75 lakh cr.). This was a welcome recovery after the 14% fall in spends in the previous FY, primarily due to the
restrictions imposed to contain the pandemic.
23
2021-22
In other key industry developments, the regulator continued to mandate measures that would increase the
security of transactions and give more control to the customer. These were manifested in measures like Card
Control, E-Mandates and Tokenization.
The share of digital, both in new customer acquisition as well as usage (e-commerce transactions) continued
to increase, along with increase in Fintech activity in terms of product and process innovations to enhance
customer experience.
B. The performance of BOB Financial vis-à-vis the industry in FY 21-22
The Company grew at a rate of 71% (from 6.45 lakh cards to 11.04 lakhs). The Company ranked 12th in terms
of number of cards as of March 2022. The market share increased to 1.5% as of March 2022 from 1.04% as of
March 2021.
For the Company, spends more than doubled, growing by 103% in FY 21-22 compared to FY 20-21. The spends
grew to approx. Rs.6,900 cr. from approx. Rs. 3,400 cr. The Company ranked 13th as of March 2022, in terms of
credit card spends. The market share improved to 0.7% from 0.5% in FY 20-21.
OUR GROWTH & KEY HIGHLIGHTS OF FY 21-22
The Company has exhibited exceptional growth from FY 17-18 to FY 21-22 across the following key business
metrics:
Number of Cards: The number of cards has grown 9 times (from 1.25 lakhs to more than 11.02 lakhs)
New acquisition in a Financial Year: New acquisition has grown 37 times (from 0.14 lakhs to more than 5.12
lakhs)
Spends in a Financial Year: Spends have grown 7 times (from Rs. 1,000 cr. to Rs. 6,900 cr.)
24
2021-22
The Company identifies, and is cognizant of the following key Opportunities and Threats:
Opportunities
• Lower Penetration of credit cards vs other developing economies
• Youth and Smaller Locations driving growth in digital payments
• Penetration of Smart Phones driving e-Commerce across geographies
• Market integration through partnerships and collaboration
Threats
• Regulatory mandates requiring investments and time
• Disruptive strategies by hi-tech / new age fintech companies
• Higher provisions or losses in case of unexpected developments like the pandemic or economic downturns
The Company operations are in India and hence there is no segment reporting by geographical segment.
The Company has reviewed and reconsidered the requirements of presenting segment information and
accordingly identified business segment as the primary segment for disclosures in accordance with Ind AS 108
on segment reporting. The Company has identified credit card (issuing), merchant (acquiring), debit card and
other as the business segments.
Out of total revenue of approx. Rs 500 crores, the Company earned majorly Rs.359.61 crores from credit card
(issuing).
Please refer Note 40 of the audited financial statements for detailed segment-wise performance.
With all economies opening up and putting an end to lockdowns and other Covid-19 related restrictions, the
pandemic seems to be a thing of past. However, problems continue for global economies due to the on-going
Russia-Ukraine war, with increasing oil and other commodity prices. Currently inflation is at multi-decade high
25
2021-22
in many economies. Elevated inflation levels have prompted rate hikes by Global Central Banks RBI. RBI has
also hinted it may further increase rates in coming months if inflation is not under control. The tense global
geopolitical situation and the consequent elevated commodity prices impart considerable uncertainty to
the domestic inflation outlook. Spillovers from prolonged geopolitical tensions, elevated commodity prices,
continued supply bottlenecks and tightening global financial conditions nevertheless weigh on the outlook.
Early results from manufacturing, services and infrastructure sector firms polled in the Reserve Bank’s surveys
expect further input and output price pressures going forward.
In view of the cascading effect of the COVID-19 pandemic, the Company had continued to strengthen its
Risk Management framework by aligning its risk management strategies and policies in line with the risks
emanating out of unsecured lending. The Company modified its NPA provisioning methodology moving
from manual to systemic computations. The Company also continued its focus on collections and bad debts
recovery. The Company focussed on building its customer base through internal acquisitions, staff referrals
and targeting less vulnerable segments.
The Company had achieved robust growth in FY 2021-22 through strong sourcing strategy supported by
strong parentage of Bank of Baroda. The Company also has well defined IT processes leading to increase
in operational efficiency and robust risk management practices and credit due diligence norms exhibiting
cautious aggression led by a veteran Board and significantly senior management team. For FY 23, the Company
plans to leverage its strengths to capitalize on the opportunity is payments space to become one of the top
players in the credit card segment by offering comprehensive range of products and best in class alliances to
suit varied customer segments.
The Company has an internal control system, commensurate with the size, scale and complexity of its operations.
These internal controls ensure that all assets of the Company are safeguarded and protected against loss from
unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. The
adherence to internal controls and their adequacy is independently reviewed by an external audit firm who
reports to the Audit & Risk Management Committee of the Board.
Please refer “Internal Control Systems and their adequacy” section of the Board Report for more details.
The Company’s total revenue from operations increased by 40.44% from Rs.352.89 crores to Rs. 495.60 crores
mainly due to increase in interest on credit card loans and income from fees and merchant operations. Total
operating expenses increased by 43.5% Rs.200 crores to Rs.287 crores on account of increase in interchange fee,
business promotion expenses, bonus point expenses, recovery agent charges, software/IT expenses and other
administrative expenses. On an overall level, the Company’s total expenses amounted to Rs.505.61 crores,
thereby resulting in a loss of Rs.10.43 crores after tax adjustments as compared to Rs.9.6 crores in previous FY
2020-21.
26
2021-22

The Company’s headcount including Cards vertical, merchants and DST (Tractor) stood at 410 as on 31st March
2022.
The Company has been continuously undertaking multiple initiatives for strengthening and developing
its Human capital through various activities to increase employee engagement, recruitment of right talent,
increasing knowledge, skills & Leadership capabilities, at the same time focussing on Health and Wellness of
team members.
The Company offered best in class e-programs of Ivy league colleges and also partnered with Baroda Apex
Academy in the continuous journey of becoming a “learning organisation”. The Company also restructured the
sales and operations verticals with a view to increase operational efficiencies.
The Company continued to follow Balanced score card approach to measure its performance and has a robust
performance appraisal management process in place.
The Company was awarded as “Best Places to Work in India” by Ambition Box in Small Financial Services
Company category in India.

[Sanjiv Chadha]
27
2021-22
Annexure “A”

The thrust areas of the policy are – promoting empowerment of woman and other weaker sections of
to the prime minister national relief fund or any other funds of the government of India.

1. Shri Purshotam Chairman
4. Shri Shailendra H. Singh Member
The CSR policy has been uploaded on the website of the Company under web-link: https://www.
bobfinancial.com/public-disclosures.jsp
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of
rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach
the report)
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial
year, if any
Not applicable since the Company had not spent amount in excess of requirement provided under sub-
section (5) of section 135 during FY 2021-22
Sr. No. Financial Year Amount available for Amount required to be

set-off from preceding setoff for the financial
financial years (in Rs) year, if any (in Rs)
Not applicable
28
2021-22
6. Average net profit of the company as per section 135(5)

Amount (in Lacs)
Particulars F.Y.2018-19 (A) F.Y.2019-20 F.Y. 2020-21

As per IGAAP (B ) (C)
As per IGAAP As per INDAS*
Profit before Tax 605.35 (3494.85) (2253.42)
Add: Capital Expenses and loss on sale of Fixed 0.45 7.40 27.40
Assets
605.80 (3487.45) (2226.02)
Average Net Profit (A+B+C/3) (5108.07)/3
2% N.A.
*As per INDAS
7. (a) Two percent of average net profit of the company as per section 135(5): NIL
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial
years. NIL
(c) Amount required to be set off for the financial year, if any NIL
(d) Total CSR obligation for the financial year (7a+7b-7c). NIL
8. (a) CSR amount spent or unspent for the financial year: NA
(b) Details of CSR amount spent against ongoing projects for the financial year: Rs.16,66,800/-
(c) Details of CSR amount spent against other than ongoing projects for the financial year: Nil
(d) Amount spent in Administrative Overheads: NIL
(e) Amount spent on Impact Assessment, if applicable: Not applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): NIL
(g) Excess amount for set off, if any: NIL
29
2021-22
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount Amount Amount transferred to any Amount

No. financial year transferred to spent fund specified under Schedule remaining
Unspent CSR in the VII as per section 135(6), if any. to be
Account under spent in
reporting
section 135 (6) succeeding
(in Rs.) Financial
financial
Year (in Rs.).
years (in
Rs.)
Name of Amount Amount
the Fund (in Rs) (in Rs)
1 2019-20 45,75,300 6,78,000 - - - 38,97,300
2 2020-21 38,97,300 22,30,500 -- -- -- 16,66,800
3 2021-22 16,66,800 16,66,800 - - - Nil
9. (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial
year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sr. No. Project ID Name of Financial Project Total Amount spent on the Cumulative Status of
the Year in duration. amount project in the amount the project -
Project. which the allocated reporting spent at Completed
the end of
project was for the Financial /Ongoing.
reporting
commenced project Year
Financial
(in Rs.). (in Rs).
Year. (in Rs.)
1. Girija Medical 2019-20 One year 5,35,000 3,40,000 5,35,000 Completed
Welfare Camps (extended
Association and Health till 21-22
awareness due to
sessions Covid-19 )
2. Ahaan (A) Cyber 2019-20 One year 8,50,000 5,81,800 8,50,000 Completed
Foundation Sakhi (extended
(B) Building till 21-22
Digital due to
Guardian Covid-19 )
3. PM CARES support 2021-22 one time 7,45,000 7,45,000 7,45,000 Completed
Fund relief or
assistance
of any kind
relating to
a public
health
emergency
TOTAL 21,30,000 16,66,800 21,30,000
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created
or acquired through CSR spent in the financial year (asset-wise details).
(a) Date of creation or acquisition of the capital asset(s). NOT APPLICABLE
30
2021-22
(b) Amount of CSR spent for creation or acquisition of capital asset. NOT APPLICABLE
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is
registered, their address etc. NOT APPLICABLE
(d) Provide details of the capital asset(s) created or acquired (including complete address and
location of the capital asset). NOT APPLICABLE
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as
per section 135(5)
NOT APPLICABLE
Shailendra H. Singh Purshotam
DIN: 08751442 DIN: 08504005
31
2021-22
32
2021-22
33
2021-22
Annexure “B”
FORM NO. AOC -2
Rule 8 (2) of the Companies (Accounts) Rules, 2014.
--------------------- NIL----------------------
2021-22).
Sl. Name (s) of the Nature of Duration of Salient terms of the contracts Amount
No. related party contracts/ the contracts/ or arrangements or transaction paid as
& nature of arrangements/ arrangements/ including the value, if any advances,
relationship transaction transaction if any
1 Bank Of Baroda Merchant 3 years Management of merchant No
(Holding Operations acquiring business by the
Company) Company for the Bank.
Arrangement is for 3 years from
the date of agreement unless
terminated earlier in accordance
with the terms of the executed
agreement.
2 Bank Of Baroda Advertisement Ongoing Income from Bank of Baroda for No
(Holding Advertising Arrangement
Company)
3 Bank Of Baroda Fixed Deposits Ongoing Fixed Deposits No
(Holding
Company)
4 Bank Of Baroda Rent 5 years Rent Paid to Bank of Baroda for No
(Holding using its premises.
Company)
5 Bank Of Baroda Short Term Ongoing Regular arrangements of Credit No
(Holding Borrowings Facility
Company)
6 Bank Of Income from Ongoing Income from Bank of Baroda for No
Baroda(Holding Consultancy providing professional manpower
Company) services services.
34
2021-22
Sl. Name (s) of the Nature of Duration of Salient terms of the contracts Amount
No. related party contracts/ the contracts/ or arrangements or transaction paid as
& nature of arrangements/ arrangements/ including the value, if any advances,
relationship transaction transaction if any
7 Bank Of Royalty 3 years Royalty paid for usage of logo No
Baroda(Holding
Company)
8 Bank Of Direct Sales Ongoing Direct sales services to be No
Baroda(Holding services provided by Company’s
Company) personnel to promote Bank’s
asset products, solicit customers
and maximize for the Bank in
various territories.
9 IndiaFirst life Gratuity fund Ongoing Contributions towards gratuity
Insurance fund.
limited(Associate-
Bank of Baroda)
10 Baroda Asset Investment in Ongoing Investments in Units of Mutual No
Management Mutual Funds Funds as per Investment Policy of
Company the Company.
(Subsidiary-Bank
of Baroda)
11 Baroda Global Issuance & Ongoing Processing of credit card issuance No
Shared Services back-office and Customer service back office
Limited operations operations
(Subsidiary-Bank
of Baroda)
Sanjiv Chadha
[Chairperson]
(DIN : 08368448)
35
2021-22
Annexure “C”
Form No. MR-3
For the Financial year ended 31st March 2022
To,
The Members,
CIN: U65990MH1994GOI081616
Jogeshwari – West,
Mumbai- 400102
the Company has, during the audit period covering the financial year ended on the 31st March, 2022, (“the
Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance - mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
the Company for the financial year ended on 31st March, 2022, according to the provisions of:
Applicable to the Company as it does not have FDI or ODI)
36
2021-22
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (Not
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018; (Not Applicable to the Company)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014; (Not
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
Company)
to the Company)
(a) RBI Circulars on Non-Banking Financial Companies (non-deposit accepting, systematically important)
including Master Direction - Non-Banking Financial Company - Systemically Important Non Deposit
taking Company and Deposit taking Company (Reserve Bank) Directions, 2016
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and as notified by
the Central Government, and
Regulations, 2015
During the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above subject to the following observation:
BSE Limited has levied a penalty of Rs.1000/- on the Company for late submission of Statement
of Investor Grievance for the quarter ended 31st March 2021 to be filed under Regulation 13(3)
of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
We further report that the Board of Directors of the Company is duly constituted with proper
37
2021-22
balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes
in the composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, Committee Meetings,
agenda and detailed notes on agenda were sent at least seven days in advance and a system
exists for seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions
of the Board were carried through with requisite majority and no dissenting views have been
recorded.
We further report that there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
We further report that during the financial year ended 31st March, 2022, the Company at the
Extraordinary General Meeting held on 17th May, 2021, has obtained the approval of its members
to increase the borrowing limits upto Rs. 1500 Crores and at the Extraordinary General Meeting
held on 21st June, 2021, has obtained the approval of members to change the place of keeping
statutory records of the Company.
(i) Public/ Preferential issue of shares/sweat equity.

Hemanshu Kapadia
Proprietor
C.P. No.: 2285
UDIN:F003477D00056421
Date: 04th July, 2022
Place: Mumbai
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part
of this report.
38
2021-22
Annexure A
To,
The Members,
CIN: U65990MH1994GOI081616
Jogeshwari – West,
Mumbai- 400102
we followed provide a reasonable basis for our opinion. Further, due to COVID-19 restrictions, we had
limited physical access to the documents and have relied on the documents provided by the Company
through electronic mode.
the Company.
basis.

Hemanshu Kapadia
Proprietor
C.P. No.: 2285
UDIN:F003477D00056421
Place: Mumbai
39
2021-22

To,

Opinion
We have audited the financial statements of BOB FINANCIAL SOLUTIONS LIMITED (“the Company”),
which comprise the Balance Sheet as at 31st March 2022, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies and
other explanatory information.
standalone financial statements give the information required by the Companies Act, 2013(“the Act”) in the
manner so required and give a true and fair view in conformity with accounting principles generally accepted
in India, of the state of affairs (financial position) of the Company as at March 31, 2022, and its Loss (financial
performance including other comprehensive income), the changes in equity and its Cash Flows for the year
ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for
the Audit of the Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act,
and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to
1. Note 39 to the financial statements which explains that the extent to which COVID-19 pandemic will
impact the Company’s operations and financial results is dependent on future developments, which are
highly uncertain.
2. Note No . 4 , to the financial statements , which explains that the Company migrated to the new card
management System (CCMS)”First vision” during the quarter ended 30th Sept 21. Subsequently all
the transaction processing for credit card business is being routed through the new CCMS. As the
implementation of the said system is in process, Cash and Cash Equivalents include Rs 4.85 million (net) in
respect of which the clearing is still under progress.
Our opinion is not modified in respect of this matter.
40
2021-22
Information Other than the Financial Statements and Auditor’s Report Thereon
the information included in the Board’s Report including Annexures to Board’s Report, but does not include
the financial statements and our auditor’s report thereon. The Board’s Report including Annexures to Board’s
Report is expected to be made available to us after this auditor’s report.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements
The Company’s management and Board of Directors is responsible for the matters stated in section 134(5)
of the Act, with respect to the preparation of these financial statements that give a true and fair view of
the state of affairs (financial position), profit or loss (financial performance including other comprehensive
income), changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management and the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
41
2021-22
expected to influence the economic decisions of users taken on the basis of these financial statements.
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the company has adequate internal financial controls with reference
to financial statements in place and the operating effectiveness of such controls.
and related disclosures made by management and Board of Directors.
• Conclude on the appropriateness of management and Board of Directors use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
that we identify during our audit. We also provide those charged with governance with a statement that we
have complied with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in
the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
terms of sub-section (5) of Section 143 of the Act, the compliances of which is set out in the Annexure “B”.
42
2021-22
3. As required by Section 143(3) of the Act, we report that:
(a). We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
(b). In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books.
(c). The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income),
the statement of changes in equity and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
(d). In our opinion, the aforesaid financial statements comply with the Accounting Standards specified
under Section 133 of the Act.
(e). On the basis of the written representations received from the directors as on 31st March, 2022 taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 from
being appointed as a director in terms of Section 164(2) of the Act.
(f ). With respect to the adequacy of the internal financial controls with reference to financial statement
of the Company and the operating effectiveness of such controls, refer to our separate Report in
Annexure “C”.
(g). With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
financial statements – Refer Note 36 to the financial statements;
there were any material foreseeable losses.
iv. As requires by Companies(Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 we
given in the Annexure “A” a statement on the matters specified in paragraph 3 and 4 of the Order,
to the extent applicable.”
a) The management has represented that, to the best of its knowledge and belief, , no funds
have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
43
2021-22
the Ultimate Beneficiaries;
b) The management has represented, that, to the best of its knowledge and belief, no funds
have been received by the company from any person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
c) As per the information and explanation given to us , to the best of our knowledge and belief,
and audit procedures that we considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under
sub-clause (a) and (b) contain any material mis-statement.
v) The Board has not recommended any dividend during the year and hence provisions of Section
123 of the Companies Act, 2013 are not applicable.
FOR ASL & CO.

(Regn. No 101921 W)
(Shikha Jain)
PARTNER
Membership No. : 136484
PLACE: - MUMBAI. UDIN: 22136484AIKOKL7256
DATED: -May 04, 2022
44
2021-22
Annexure “A” referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory
Requirements” of the Independent Auditors’ report of even date on the Financial Statements of BOB
On the basis of such checks as considered appropriate and in terms of the information and explanation given
to us, we state as under. Matters specified in clauses (i)(c) (e),(iii)(a)(e), (vi),(ix)(e)(f ),(xi)(b)(c),(xii),(xv),(xvi)(b)(c)
(d),(xvii),(xviii),(xx)& (xxi) of paragraph 3 of the Companies(Auditor’s Report) Order, 2020 do not apply to the
Company. Accordingly no comments have been made on the matters not applicable to the company.
(i) (a) The company has maintained proper records showing full particulars including quantitative details
and situation of Property, Plant and Equipment.
(b) The company has maintained proper records showing full particulars of intangible assets.
(c) As per the information and explanations given to us, fixed assets have been physically verified by the
management during the year. According to the information and explanations given to us, no material
discrepancies were noticed on such verification and the same have been properly dealt with in the
books of account.
(d) The company has not revalued its Property, Plant and Equipment during the year.
(ii) (a) As per the information and explanations given to us, the inventory has been physically verified by
the management during the year at reasonable intervals. According to the information and explanations
given to us, the coverage and procedure of such verification by the management is appropriate and
no discrepancies of 10% or more in the aggregate for each class of Inventory were noticed on
verification between the physical stock and the book records.
(b) As per information and explanations given to us, and to the best of our knowledge and belief, during
the year under review, the company has been sanctioned working capital limit in excess of ` 50 million
from bank on the basis of security of the current assets. As informed to us , the same was disbursed
on the last day of the year under review and the filing of the quarterly statements and returns , of the
currents assets secured, was not due till the year end.
(iii) According to information and explanations given to us, and to the best of our knowledge and belief,
and based on examination of the books and records, during the year under review the Company has not
provided any guarantee and security to any parties; but the company has made investments and granted
loans and advances in the nature of loans, secured and unsecured during it normal course of business.
(a) The terms and conditions of the grant of all loans and advances in the nature of loans are, prima facie
not prejudicial to the company’s interest
(b) According to the information and explanations given to us and based on examination of the books
and records, in respect of the loans and advances in the nature of loans granted by the company , the
schedule of repayment of principle and payment of interest has been stipulated and repayments or
receipts are regular , except for the credit impaired cases .
(c) According to the information and explanations given to us , as at the end of the year under review ,
the over due for more than 90 days is Rs. 1078.84 millions (before making provision for Impairment
45
2021-22
Loss Rs. 910.54 millions ). According to the information and explanations given to us , the company is
taking necessary steps to recover the same.
(d) As per information and explanations given to us, during the year under review the company has not
any granted loan and advances in the nature of loan , repayable on demand or without specifying any
terms or period of repayment , to promoters and related parties defined under section 2(76) of the
Companies Act 2013.
(iv) According to the information and explanations given to us, in respect of Investments made during the year
under review, the company has complied with the provisions of Section 186 of the Companies Act, 2013.
(v) As per information and explanations given to us, the Company has not accepted any deposits from the
public within the meaning of section 73 of the Companies Act 2013 and Rules made there under.
(vi) (a) As per the records of the Company and according to the information and explanations given to us,
the Company is regular in depositing with appropriate authorities undisputed statutory dues
including provident fund, employee’s state insurance, income tax, sales tax, service tax, custom duty,
excise duty, value added tax, cess and other statutory dues, to the extent applicable to it.
According to the information and explanations given to us , there are no undisputed amounts payable
in respect of provident fund, employee’s state insurance, income tax, sales tax, service tax, custom
duty, excise duty, value added tax, cess and other material statutory dues were outstanding as at 31st
March, 2022 for a period of more than 6 months from the date they became payable.
(b) According to the information and explanations given to us and the records of the Company examined
by us , there are no of dues of income tax, sales tax, service tax, duty of customs and duty of excise
duty, value added tax as at March 31, 2022 which have not been deposited on account of a dispute.
(vii) (a) According to the information and explanations given to us the Company has not defaulted in payment
of dues to its bank.
(b) According to the information and explanations given to us the company is not declared as a willful
defaulter by any banks or financial institutions or lenders
(c) According to the information and explanations given to us , and on overall examination of the financial
statements of the company , funds raised by the company on short term basis have not been utilized
for long term purposes.
(viii) As per information and explanations given by the management, no fraud by the company or any fraud on
the Company has been noticed or reported during the year under review. However certain instances of
customer frauds on the company have been reported during the year. As informed to us , these primarily
relate to the fraudulent usage of the credit cards issued by the company and the total amount involved is
Rs. 10.30 million during the year under review.
(ix) As per information and explanations given to us and based on our examination of the records, the
Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all
transactions with the related parties and the details of related party transactions have been disclosed in
the financial statements as required by the applicable accounting standards.
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(x) (a) In our opinion , based on the information and explanations given to us , the company has an internal
audit system commensurate with the size and nature of its business;
(b) We have considered the internal audit reports of the company issued till date, for the period under
audit;
(xi) The Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and
it has obtained certificate of registration dated 23rd October 1999.
(xii) On the basis financial ratios, ageing and expected date of realisations of financial assets and payment
of financial liabilities, other information accompanying financial statements , as per the information
and explanations given to us, about the board of directors and management plans , and based on our
examination of the evidence supporting the assumptions, nothing has come to our notice that causes us
to believe that any material uncertainty exists as on the date of the audit report indicating that company is
not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within
a period of one year from the balance sheet date.
FOR ASL & CO.

(Regn. No 101921 W)
(Shikha Jain)
PARTNER
DATED: - May 04, 2022
47
2021-22
Annexure “B” to the Independent Auditors’ report of even date on the Financial Statements of BOB
We have examined the books of accounts of the BOB Financial Solutions Limited for the year ended March 31,
2022 and we are submitting our comments and answers to the questions asked in the directions issued by the
Comptroller & Auditor General of India, according to the best of our information and explanations given to
1. Whether the company has system in place to process As per the information and explanation
all the accounting transactions through IT system? given to us and based on the examination
If yes, the implications of processing of accounting of records on the test check basis , the
transactions outside IT system on the integrity of the Company has system in place to process
accounts along with the financial implications, if any, all the accounting transaction through IT
may be stated. system.
2. Whether there is any restructuring of an existing loan Based on our audit procedures and on
or cases of waiver/write off of debts /loans/interest etc. the basis of information and explanations
made by a lender to the company due to the company’s given to us, no restructuring of any existing
inability to repay the loan? If yes, the financial impact loan facility and no case waiver/write off
may be stated. from the Company’s lender in respect of
Whether such cases are properly accounted for? (In case, loan facility during the year under review
lender is Government company, then its direction is also reported.
applicable for statutory auditor of lender company).
3. Whether funds (grant/subsidy etc.) received/receivable As per information & explanation given
for specific schemes from Central/ State Government or to us and the records produced before
its agencies were properly accounted for/ utilized as per us, no funds (grant/subsidy etc.) received/
its term and conditions? List the cases of deviation. receivable for specific schemes from Central/
State Government or its agencies during
the year under review. Reimbursement
receivable under the Incentive Scheme
for promotion of RuPay Debit Cards and
Low Value BHIM-UPI transaction (P2M)” is
not considered as Grant / subsidy for this
purpose not considered as Grant / subsidy
for this purpose.
FOR ASL & CO.
(Regn. No 101921 W)
(Shikha Jain)
PARTNER
DATED: - May 04, 2022
48
2021-22
Annexure “C” to the Independent Auditor’s Report Of Even Date on the Financial Statements of BOB
Financial Solutions Limited.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”).
We have audited the internal financial controls over financial reporting of BOB Financial Solutions Limited
(“the Company”) as of March 31, 2022 in conjunction with our audit of the financial statements of the Company
for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management and the Board of Directors are responsible for establishing and maintaining
internal financial controls based on the internal control with reference to the financial statements criteria
established by the Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of
its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to the
financial statements based on our audit.
We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI
and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls, both applicable to an audit of Internal Financial Controls with reference
to financial statements and, both issued by the ICAI. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to the financial statements were established and
maintained and whether such controls operated effectively in all material respects.
controls with reference to the financial statements and their operating effectiveness.
Our audit of internal financial controls with reference to the financial statements included obtaining an
understanding of internal financial controls with reference to the financial statements, assessing the risk that
control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including
the assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls with reference to the financial statements.
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2021-22
Meaning of Internal Financial Controls with reference to the Financial Statements
A company’s internal financial control with reference to the financial statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal financial control with reference to the financial statements includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to the Financial Statements
Because of the inherent limitations of internal financial controls with reference to the financial statements,
including the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls to with reference the financial statements to future periods are subject to the risk that the internal
financial control with reference to the financial statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us and matter
described in Emphasis of Matter paragraph above, the company has, in all material respects, an adequate
internal financial controls with reference to the financial statements and such internal financial controls with
reference to the financial statements were operating effectively as at March 31, 2022, based on the internal
control with reference to the financial statements criteria established by the company considering the
essential components of internal control stated in the “Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting” issued by the Institute of Chartered Accountants of India.
FOR ASL & CO.

(Regn. No 101921 W)
(Shikha Jain)
PARTNER
Membership No. :136484
DATED: - May 04, 2022
50
2021-22
CORRIGENDUM
This corrigendum is in respect of our Independent Audit Report of BOB Financial Solutions Limited for the
financial year 2021-2022 signed by us on 04th May, 2022 wherein few typing errors were noticed: -
1. Page 4 - Clause 1 under Report on Other Legal and Regulatory Requirements of independent audit
report. It should be read as under: -
“As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable. “
2. Annexure “A” para 1. It should be read as under: -
“On the basis of such checks as considered appropriate and in terms of the information and
explanations given to us, we state as under. Matters specified in clauses (i)(c) (e),(iii)(a)(e),(vi),(viii),
(ix) (e) (f ),(xi) (b) (c),(xii), (xv),(xvi)(b) (c) (d), (xvii), (xviii), (xx) & (xxi) of paragraph 3 of the Companies
(Auditor’s Report) Order, 2020 do not apply to the Company. Accordingly no comments have been
made on the matters not applicable to the company”
3. Annexure “B” to the Independent Auditors’ report Serial No.1. It should be read as under: -

1. Whether the company has system in place to As per the information and explanation given to
IT system? If yes, the implications of processing of the test check basis , the Company has system in
All other information in our Independent Auditor report remains unchanged. Kindly find herewith the
rectified pages of our report duly certified by us.
For ASL & Co.

[Regn No. 101921W]
(Shikha Jain)
Partner
Place: Mumbai
Date July 20,2022
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2021-22
auditing prescribed under section 143 (10) of the Act. This is stated to have been done by them vide their Audit
Report dated 04 May 2022.
I, on behalf of the Comptroller and Auditor General of India, have decided not to conduct the supplementary
audit of the financial statements of the BOB Financial Solutions Limited for the year ended 31 March 2020
under section 143(6)(a) of the Act.
For and behalf of the Comptroller & Auditor General of India
(P V Hari Krishna)
Principal Director of Audit (Shipping), Mumbai
Place: Mumbai
Date: 22.07.2022
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2021-22

CIN: U65990MH1994GOI081616
Particulars Notes “As at 31 March 2022” “As at 31 March 2021”
I ASSETS
1 Financial assets
Cash and cash equivalents 4 695.97 158.84
Bank balance other than above 5 0.12 -
Trade receivables 6 238.44 363.91
Loans 7 12,454.50 7,430.30
Investments 8 - -
Other financial assets 9 150.00 139.63
Inventories 29.64 1.00
Deferred tax assets (net) 10 494.14 441.86
Property, plant and equipment 11 30.48 127.00
Right-of-use assets 12 63.55 81.29
Intangible assets under development 13 0.63 19.91
Other intangible assets 14 160.09 29.37
Other non-financial assets 15 867.73 678.40
Total assets 15,185.29 9,471.49
Liabilities
Payables
Trade Payables 16
(i) total outstanding dues of micro enterprises and small 15.45 1.69
enterprises
(ii) total outstanding dues of creditors other than micro 139.07 70.54
Debt securities 17 995.02 4,064.28
Borrowings (other than debt securities) 18 10,116.57 2,584.65
Other financial liabilities 19 230.81 170.58
Provisions 20 666.67 438.27
Other non-financial liabilities 21 212.22 230.97
Total liabilities 12,375.81 7,560.98
Equity
Equity share capital 22 2,750.00 1,750.00
Other equity 23 59.48 160.51
Total equity 2,809.48 1,910.51
Total liabilities and equity 15,185.29 9,471.49
The accompanying notes are an integral part of the financial 1-52
statements
Shikha Jain Sanjiv Chadha Shailendra Singh
Partner Chairman Managing Director & CEO
(Membership No. 136484) (DIN:08368448) (DIN: 08623335)
Date: 4th May 2022. Date: 4th May 2022. (PAN:AHEPB7049P) (PAN:BVLPS3134E)
53
2021-22

CIN: U65990MH1994GOI081616
Particulars Notes “For the year ended 31 “For the year ended 31
March 2022” March 2021”
(i) Interest income 24 1,854.09 1,094.62
(iii) Income from Consultancy 111.08 114.48
(II) Other income 26 40.52 133.82
Expenses
(i) Finance cost 27 441.19 279.80
(ii) Impairment on financial instruments 28 1,028.84 852.83
(v) Operating and Other expenses 30 2,870.12 2,000.63
(vi) Corporate social responsibility expenses - -
(V) Profit/(loss) for the period (III-IV) (59.59) (225.34)
Tax Expense: 31
(a) Current tax 98.07 74.68
(c) Income tax for earlier year - -
(VI) Total Tax expense 44.70 (129.32)
Profit/(loss) for the year (V - VI) (104.29) (96.01)
Remeasurement gain/(loss) on defined benefit plan 4.35 1.96
Income tax impact (1.09) (0.57)
Total (A) 3.26 1.39
Reclassification adjustments to statement of profit - -
and loss
Total (B) - -
Other comprehensive income (A + B) 3.26 1.39
(VIII) Total comprehensive income for the year (101.03) (94.62)
Basic (Rs.) 32 (0.41) (0.55)
Diluted (Rs.) (0.41) (0.55)
statements
54
2021-22

CIN: U65990MH1994GOI081616
Cash Flow statement for the year ended March 31, 2022
Particulars “For the year ended “For the year ended
31 March 2022” 31 March 2021”
Profit before tax (59.59) (225.34)
Impairment on financial instruments 1,028.84 852.83
Profit on sale of fixed assets (0.06) (0.77)
Finance cost 436.02 272.46
Operating Profit Before Working Capital Changes 1,556.96 1,074.55
(Decrease)/ Increase in trade payables 82.29 (80.97)
(Decrease)/ Increase in other financial liabilities 60.23 (31.26)
(Decrease)/ Increase in other non financial liabilities (18.75) 113.13
(Increase)/ Decrease in Other financial assets (10.37) (76.53)
(Increase)/ Decrease in Inventory (28.64) 9.08
(Increase)/ Decrease in trade receivables 125.47 82.22
Income tax paid (60.20) (134.70)
Purchase of property, plant & equipment (‘PPE’) including intangible assets (149.10) (62.07)
Proceeds from debt securities 7,531.92 4,064.28
Issue of Equity share 1,000.00 -
Repayment of debt securities (3,069.26) (218.88)
Interest paid (436.02) (272.46)
Net increase in cash and cash equivalents 537.25 26.25
Note:
Rules, 2016.
2. Component of cash and cash equivalents disclosed in ‘Note 4: Cash and cash equivalent’ and Note 5- Bank balance other than cash and cash
equivalent.
55
2021-22

CIN: U65990MH1994GOI081616
STATEMENT OF CHANGES IN EQUITY
Changes in equity share capital during the year - -
Changes in equity share capital during the year 100,000,000 1,000.00
B. Other Equity
Balance as at 1 April 2020 352.17 (97.04) 255.14
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2021-22
ACCOUNTING POLICIES
accepting Systemically Important Non–Banking Finance Company (“NBFC-ND-SI”), holding a Certificate
of Registration from the Reserve Bank of India (“RBI”). The Company is engaged in the business of issuing
credit cards to consumers in India. It also provides support to Bank of Baroda by carrying out its merchant
acquiring operations and manpower/consultancy services. Until December 2020, the Company was
also supporting Bank of Baroda's overseas territory subsidiaries/sponsored RRB’s for their Debit Cards
operation, however all activities relating to these have been now transferred to respective overseas
territory subsidiaries/ sponsored RRB's.
During the year ended March 2021, Company has issued 11 tranches of listed Commercial Papers which
are listed on Bombay Stock Exchange (BSE). This was first ever listed issuance by the Company.
The accompanying financial statements of the Company for the year ended March 31, 2021 have been
prepared in accordance with Indian Accounting Standards (“Ind AS”) notified by the Ministry of Corporate
Affairs, Government of India under the Companies (Indian Accounting Standards) (amendments) Rules,
2016 and as amended from time to time. Any application guidance/ clarifications/ directions issued by RBI
or other regulators are implemented as and when they are issued/ applicable.
The financial statements for the year ended 31st March 2021 are the first the Company has prepared
under Ind AS. For all periods up to and including the year ended 31st March, 2020, the Company prepared
its financial statements in accordance with generally accepted accounting principles in India (“Indian
GAAP”), in compliance with all material aspects of the accounting standards notified under the section
133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014
(Indian GAAP or previous GAAP), the provisions of the RBI as applicable to a NBFC-ND and accounting
principles generally accepted in India. The financial statements for the year ended 31st March 2020 and the
opening Balance Sheet as at 1st April, 2019 have been restated in accordance with Ind AS for comparative
information. Reconciliations and explanations of the effect of the transition from Previous GAAP to Ind AS
on the Company’s Balance Sheet, Statement of Profit and Loss and Statement of Cash Flows are provided
in note 43.
The preparation of financial statements in conformity with the Ind AS requires the management to make
judgements, accounting estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent liabilities, at the end of the reporting period.
Although these estimates are based on the management’s best knowledge of current events and actions,
uncertainty about these assumptions and estimates could result in the outcomes requiring a material
adjustment to the carrying amounts of assets or liabilities in future periods. Areas involving a higher degree
of judgement or complexity, or areas where assumptions are significant to the Company are discussed in
Note 3 - Significant accounting judgements, estimates and assumptions.
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2021-22
The financial statements have been prepared in accordance with Indian Accounting standards (Ind AS) on
the basis of Going Concern concept and under the historical cost convention on the accrual basis except
for certain financial instruments that are measured at fair value at the end of each reporting period, and in
accordance with the accounting policies set out below which are in conformity with Ind As. These policies
have been consistently applied throughout the year.
The financial statements are presented in Indian Rupees (INR), which is the Company’s functional and
presentation currency. All amounts have been denominated in millions and rounded off to the nearest
two decimals, except when otherwise indicated.
The financial statements of the Company are presented in order of liquidity and as per Division III of the
Schedule III to of the Companies Act, 2013 applicable to NBFCs, as notified by the Ministry of Corporate
Affairs (MCA). An analysis regarding recovery or settlement within 12 months after the reporting date
(current) and more than 12 months after the reporting date (non–current) is presented in Note 32- Maturity
analysis of assets and liabilities. Financial assets and financial liabilities are generally reported on a gross
basis except when, there is an unconditional legally enforceable right to offset the recognised amounts
without being contingent on a future event and the parties intend to settle on a net basis in the following
circumstances:
The Company's operating revenues are comprised principally of service revenues such as interest income
on financial assets i.e. Overdue credit card outstanding/EMI balances, fee earned, target incentive offered
by network partner, service charges from merchant establishment, rental income from machines deployed,
income from consultancy services etc. Other fee and charges include cheque bounce charge, late fees,
over limit fees etc.
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2021-22
Government. Revenue is recognised to the extent that it is probable that the economic benefits will flow
to the Company and the revenue can be reliably measured, regardless of when the payment is being
made.
a) Interest Income
Interest income includes interest income on overdues from credit card holders and on EMI based advances.
Interest income and expense for all financial instruments, excluding those classified as held for trading or
designated at fair value are recognised in ‘Interest income’ and ‘Finance expense’ in the statement of profit
and loss using the effective interest rate method. In view of uncertainty of realization of income in case of
credit impaired assets, such income is accounted for only on receipt basis. Recovery from impaired debts
written off is recognised as income based on actual realisations from customers
membership services is recognised as revenue over the period for which services are provided, net of
reversals/ cancellations.
Revenue from interchange income is recognised when related transaction occurs, or service is rendered.
Other service revenue consists of value-add services provided to the card holders. These other service
revenues are recognised in the same period in which related transactions occur or services are rendered
All service charges in the form of commissions (MDR), support fee and POS rental related to merchant
operations are recognised in the same period in which related transactions occurs or services are rendered
d) Other Income
All other income including income from debit card, consultancy services are recognised in the same period
in which related transactions occurs or services rendered at fair value of consideration net off expected
reversals/ cancellations as revenue is accrued at the point of sale. Income from debit card operations
consist of income from overseas territory subsidiaries/sponsored RRB’s of parent Company for supporting
their debit Cards operations.
The Company enters into long-term contracts with network partners for various programs designed
to build payments volume, increase product acceptance. Revenue recognition is based on estimated
performance and the terms of the business arrangements.
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The total unidentified receipts which could not be credited or adjusted in the customers’ accounts for lack
of complete & correct information is considered as liability in balance sheet. The estimated unidentified
receipts/ old balances aged up to 3 years is written back as income on balance sheet date. The liability for
stale cheques aged for more than three years is written back as income.
Excess of sale price over purchase price of mutual fund units is recognised as income at the time of sale.
3.2 Expenditure
a) The incremental cost of acquiring a customer is recognised in the profit and loss statement over the
behavioural life of the customer
borrowing of funds. Any expenditure which is directly attributable to borrowing is capitalized and
amortised over the life of borrowing loan.
bonus/incentives payable wholly within twelve months of the end of the period in which the employees
render the related services are recognised in respect of employee service upto the end of the reporting
period and are measured at the amount expected to be paid when the liabilities are settled.
Retirement/ Employee benefits in the form of Provident Fund is considered as defined contribution plan.
The Company has no obligation, other than the contribution payable to the provident fund. The Company
recognises contribution payable to the provident fund scheme as an expenditure, when an employee
renders the related service. The Company’s contributions to the above Plan are charged to the Statement
of Profit and Loss.
Gratuity
The Company provides for gratuity to all employees. The benefit is in the form of lump sum payments
to vested employees on resignation, retirement, or death while in employment or on termination of
employment of an amount equivalent to 15 days basic salary payable for each completed year of service as
required under ‘The Payment of Gratuity Act, 1972’. Vesting occurs upon completion of five years of service.
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2021-22
The present value of the obligation under such defined benefit plan is determined based on actuarial
valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise
to additional unit of employee benefit entitlement and measures each unit separately to build up the
final obligation. The obligation is measured at the present value of the estimated future cash flows. The
discount rates used for determining the present value of the obligation under defined benefit plan, are
based on the market yields of Government bonds as on the valuation date.
The liabilities with respect to Gratuity Plan are determined by actuarial valuation on projected unit credit
method on the balance sheet date. The difference, if any, between the actuarial valuation of the gratuity
of employees at the year end and the balance of funds is provided for as assets/ (liability) in the books.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. the
Company recognizes the following changes in the net defined benefit obligation under Employee benefit
expense in statement of profit or loss:
Service costs comprising current service costs, past-service costs, gains and losses on curtailments and
nonroutine settlements
Net interest expense or income remeasurements, comprising of actuarial gains and losses, the effect of
the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the
return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are
recognised immediately in the Balance Sheet with a corresponding debit or credit to retained earnings
through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in
subsequent periods.”
Leave encashment
The employees of the Company are entitled to compensated absence and deferred compensation as per
the policy of the Company, the liability in respect of which is provided, based on an actuarial valuation
carried out by an independent actuary as at the year end. The actuarial valuation method used by the
independent actuary for measuring the liability is the Projected Unit Credit Method.
Actuarial gains and losses comprise experience adjustments and the effects of changes in the actuarial
assumptions are recognized immediately in the Statement of Profit and Loss in the year in which they
arise.
Accumulated compensated absences, which are expected to be availed or encashed within 12 months
from the end of the year are treated as short term employee benefits. Unutilised leave balance that accrues
to employees as at the year-end is charged to the Statement of Profit and Loss on an undiscounted basis.
National pension scheme (NPS) The Company makes contributions to National Pension System (NPS), for
qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage
of the payroll costs to NPS. The contributions payable to NPS by the Company are at rates specified in the
rules of the schemes. The share of Companies contribution is charged to profit and loss account.
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3.2.3 Taxes
in the Statement of Profit and Loss except to the extent it relates to a business combination or to an item
which is recognized directly in equity or in other comprehensive income in which case the related income
tax is also recognised accordingly. Deferred tax assets and deferred tax liabilities are offset when there is
a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax
assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority. The
Company only off-sets its deferred tax assets against liabilities when there is both a legal right to offset
and it is the Company’s intention to settle on a net basis.
i) Current Taxes
Current tax is the amount of income taxes payable/ receivable in respect of taxable profit/ loss for a period.
Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of
items of income or expense that are taxable or deductible in other years and items that are never taxable
or deductible in accordance with applicable tax laws. Current tax assets and liabilities for the current and
prior years are measured at the amount expected to be recovered from, or paid to, the taxation authorities.
Interest income / expenses and penalties, if any, related to income tax are included in current tax expense.
The tax rates and tax laws used to compute the amount are those that are enacted, or substantively
enacted, by the end of reporting date in India where the Company operates and generates taxable income.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss
(either in other comprehensive income or in equity). Current tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity. Management periodically evaluates positions
taken in the tax returns with respect to situations in which applicable tax regulations are subject to
interpretation and establishes provisions where appropriate.
ii) Deferred Taxes
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
1. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss
2. In respect of taxable temporary differences associated with investments in subsidiaries, where the
timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future
A deferred tax liability is recognised based on the expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, by the end of
the reporting period. Deferred tax assets are recognised for all deductible temporary differences, the carry
forward of unused tax credits. Deferred tax assets are recognised only to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences, and the carry
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forward of unused tax credits and unused tax losses can be utilised except when the deferred tax asset
relating to the deductible temporary difference arises from the initial recognition of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss
The carrying amount of deferred tax assets are reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent
that it becomes probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either
in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the
same taxation authority.
Current and deferred taxes are recognised as income tax benefits or expenses in the Statement of profit
and loss except for tax related to the fair value re-measurement of financial assets classified through
other comprehensive income, foreign exchange differences and the net movement on cash flow hedges,
which are charged or credited to Other Comprehensive Income (OCI). These exceptions are subsequently
reclassified from OCI to the statement of profit and loss together with the respective deferred loss or gain.
The Company also recognises the tax consequences of payments and issuing costs, related to financial
instruments that are classified as equity, directly in equity.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity. Financial assets and financial liabilities are recognised when the
entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company
becomes a party to the contractual provisions of the instrument.
The classification of financial instruments at initial recognition depends on their contractual terms and
the business model for managing the instruments. Financial instruments are initially measured at their fair
value.
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liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial
assets or financial liabilities at fair value through profit and loss are recognised immediately in the
statement of profit and loss.
A financial asset and a financial liability are offset and presented on net basis in the balance sheet when
there is a current legally enforceable right to set-off the recognised amounts and it is intended to either
settle on net basis or to realise the asset and settle the liability simultaneously.
1. Financial assets
These financial assets comprise of bank balances, overdue credit card outstanding/EMI balances,
trade receivables, and other financial assets.
Financial assets are subsequently measured at amortised cost using the effective interest rate (EIR)
if these financial assets are held within a business model whose objective is to hold these assets
in order to collect contractual cash flows and the contractual terms of the financial asset give rise
on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
Financial assets are measured at fair value through other comprehensive income where they have:
a) contractual terms that give rise to cash flows on specified dates, that represent solely payments
of principal and interest (SPPI) on the principal amount outstanding; and
b) Are held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets.
Gains and losses arising from changes in fair value are included in other comprehensive income
within a separate component of equity. Impairment losses or reversals, interest revenue and foreign
exchange gains and losses are recognised in profit and loss. Upon disposal, the cumulative gain or
loss previously recognised in other comprehensive income (except for investment in equity shares) is
reclassified from equity to the income statement.
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Financial assets that do not meet the criteria for categorisation as at amortised cost or as FVOCI, are
measured at FVTPL. Subsequent changes in fair value are recognised in the statement of profit and loss.
c) Debt instruments with contractual terms that do not represent solely payments of principal and
interest.
Financial instruments held at fair value through profit or loss are initially recognised at fair value, with
transaction costs recognised in the statement of profit and loss as incurred. Subsequently, they are measured
at fair value and any gains or losses are recognised in the statement of profit and loss as they arise.
Financial instruments issued by the Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
After initial measurement, debt issued, and other borrowed funds are subsequently measured at amortised
cost. Amortised cost is calculated by taking into account any discount or premium on issue funds, and
transaction costs that are an integral part of the EIR. (Effective Interest Rate)
Undrawn credit limits on cards are commitments which the Company is required to pay on behalf of the
customer based on pre-specified terms with the customer. Undrawn credit limits on cards commitments
are in the scope of the ECL requirements.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company is recognised at the proceeds
received, net of directly attributable transaction costs.
the exceptional circumstances in which the Company acquires, disposes of, or terminates a business line.
Financial liabilities are never reclassified.
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A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is derecognised when the rights to receive cash flows from the financial asset have expired. The
Company also derecognises the financial asset if it has both transferred the financial asset and the transfer
qualifies for derecognition.
i) The Company has transferred its contractual rights to receive cash flows from the financial asset, or
ii) It retains the rights to the cash flows but has assumed an obligation to pay the received cash flows in
full without material delay to a third party under a ‘pass–through’ arrangement.
ii) The Company has neither transferred nor retained substantially all the risks and rewards of the asset
but has transferred control of the asset.
The Company considers control to be transferred if and only if, the transferee has the practical ability to
sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and
without imposing additional restrictions on the transfer.
When the Company has neither transferred nor retained substantially all the risks and rewards and has
retained control of the asset, the asset continues to be recognised only to the extent of the Company’s
continuing involvement, in which case, the Company also recognises an associated liability. The transferred
asset and the associated liability are measured on a basis that reflects the rights and obligations that the
Company has retained.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or
expires.
In accordance with Ind AS 109, the Company applies expected credit losses (ECL) model for measurement
and recognition of impairment loss on the following financial asset and credit risk exposure,

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The ECL allowance is based on the credit losses expected to arise over the life of the asset (the lifetime
expected credit loss), unless there has been no significant increase in credit risk since origination, in
which case, the allowance is based on the 12 months’ expected credit loss. Lifetime ECLs are the expected
credit losses resulting from all possible default events over the expected life of a financial instrument. The
12-month ECL is the portion of Lifetime ECL that represent the ECLs that result from default events on a
financial instrument that are possible within the 12 months after the reporting date.
Both Lifetime ECLs and 12-month ECLs are calculated on either an individual basis or a collective basis,
depending on the nature of the underlying portfolio of financial instruments. The Company’s policy for
grouping financial assets measured on a collective basis is explained in Note 41.
The Company has established a policy to perform an assessment, at the end of each reporting period,
of whether a financial instrument’s credit risk has increased significantly since initial recognition, by
considering the change in the risk of default occurring over the remaining life of the financial instrument.
Based on the above, the Company categorises its loans & advances into Stage 1, Stage 2 and Stage 3 as
described below by comparing the credit risk of the financial instrument as at the reporting date, with its
credit risk as at the date of initial recognition.
since initial recognition or that have low credit risk at the reporting date and that are not credit impaired
upon origination are classified under this stage. Exposures with days past due (DPD) less than or equal to
30 days are classified as stage 1.
For these assets, 12-month ECL is recognized and interest revenue is calculated on the gross carrying
amount of the asset (that is, without deduction for credit allowance).
For credit exposures where there has been a significant increase in credit risk since initial recognition but
that are not credit impaired, are classified under this stage.
Exposures with DPD greater than 30 days but less than or equal to 89 days are classified as stage 2. For
these assets, lifetime ECL are recognized, but interest revenue is still calculated on the gross carrying
amount of the asset.
Financial asset is assessed as credit impaired when one or more events that have a detrimental impact on
the estimated future cash flows of that asset have occurred.
For financial assets that have become credit impaired, a lifetime ECL is recognised on principal outstanding
as at period end. Exposures with DPD equal to or more than 90 days are classified as stage 3.
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The Company calculates ECL based on a probability weighted approach to measure the expected cash
shortfalls. A cash shortfall is the difference between the cash flows that are due to an entity in accordance
with the contract and the cash flows that the entity expects to receive.
Probability of Default (PD) - The Probability of Default is an estimate of the likelihood of default over a
given time horizon. A default may only happen at a certain time over the assessed period, if the facility
has not been previously derecognised and is still in the portfolio. The concept of PD is further explained in
Note 41: Risk Management.
Exposure at Default (EAD) - The Exposure at Default is an estimate of the exposure at a future default date,
considering expected changes in the exposure after the reporting date, including repayments of principal
and interest, expected drawdowns, and accrued interest from missed payments. The concept of EAD is
further explained in Note 41: Risk Management.
Loss Given Default (LGD) - The Loss Given Default is an estimate of the loss arising in the case where a default
occurs at a given time. It is based on the difference between the contractual cash flows due and those that
the lender would expect to receive, including from the realisation of any collateral. It is usually expressed as
a percentage of the EAD. The concept of LGD is further explained in Note 41: Risk Management.
When estimating ECL for undrawn Credit limits, the Company estimates the expected portion of the credit
card limits that will be drawn down over its expected life. The ECL is then based on the expected shortfalls
in cash flows if the limit is drawn down.
occurring in the economy and market it operates in. On a periodic basis, the Company analyses if there is
any relationship between key economic trends like GDP, unemployment rates, benchmark rates set by the
Reserve Bank of India, inflation etc. with the estimate of PD, LGD determined by the Company based on its
internal data. While the internal estimates of PD, LGD rates by the Company may not be always reflective
of such relationships, temporary overlays, if any, are embedded in the methodology to reflect such macro-
economic trends reasonably.
Write-offs
Company is following the write off policy to undertake annual NPAs. The accounts, which have been
classified as NPA for 180 days or more and for which no payment is received for one year, are written off as
Bad Debts.
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a) Financial assets measured at amortised cost: as a deduction from the gross carrying amount of the
assets;
b) Where a financial instrument includes both a drawn and an undrawn component, the company
presents a combined loss allowance for both components. The combined amount is presented as a
deduction from the gross carrying amount of the drawn component. Any excess of the loss allowance
over the gross amount of the drawn component is presented as a provision;
On initial recognition, all the financial instruments are measured at fair value. For subsequent measurement,
the Company measures certain categories of financial instruments (as explained in note 40) at fair value
on each balance sheet date.
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs.
In order to show how fair values have been derived, financial instruments are classified based on a hierarchy
of valuation techniques, as summarised below:
Level 1 financial instruments - Those where the inputs used in the valuation are unadjusted quoted prices
from active markets for identical assets or liabilities that the Company has access to at the measurement
date. The Company considers markets as active only if there are sufficient trading activities with regards
to the volume and liquidity of the identical assets or liabilities and when there are binding and exercisable
price quotes available on the balance sheet date.
instrument’s life. Such inputs include quoted prices for similar assets or liabilities in active markets, quoted
prices for identical instruments in inactive markets and observable inputs other than quoted prices such
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as interest rates and yield curves, implied volatilities, and credit spreads. In addition, adjustments may
be required for the condition or location of the asset or the extent to which it relates to items that are
comparable to the valued instrument. However, if such adjustments are based on unobservable inputs
which are significant to the entire measurement, the Company will classify the instruments as Level 3.
Level 3 financial instruments - Those that include one or more unobservable input that is significant to the
measurement as whole.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash
on hand, other short-term, highly liquid investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value.
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects
of transactions of non-cash future, any deferrals or accruals of past or future operating cash receipts or
payments and item of expenses associated with investing or financing cash flows. The cash flows from
operating, investing and financing activities of the Company are segregated.
Tangible Assets
accumulated depreciation and accumulated impairment losses, if any. The Company has considered the
carrying amount as per previous GAAP as deemed cost in accordance with Ind AS 101 First Time adoption.
An item is recognised as an asset, if and only if, it is probable that the future economic benefits associated
with the item will flow to the Company and its cost can be measured reliably. PPE are initially recognised
at cost. The initial cost of PPE comprises its purchase price (including non-refundable duties and taxes but
excluding any trade discounts and rebates), and any directly attributable cost of bringing the asset to its
working condition and location for its intended use. Subsequent to initial recognition, PPE are stated at
cost less accumulated depreciation and any impairment losses. When an item of PPE is replaced, then its
carrying amount is de-recognised from the balance sheet and cost of the new item of PPE is recognised. The
expenditures that are incurred after the item of PPE has been put to use, such as repairs and maintenance,
are normally charged to the statement of profit and loss in the period in which such costs are incurred.
However, in situations where the said expenditure can be measured reliably and is probable that future
economic benefits associated with it will flow to the Company, it is included in the asset’s carrying value
or as a separate asset, as appropriate.
Depreciation is calculated on a straight-line basis & written down value basis using the rates arrived at
based on the useful lives estimated by the management.
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Particulars Useful lives estimated by the Management Method of

(Same as specified in Schedule II of the Depreciation
Companies Act, 2013)
EDC 5 years SLM
Changes in the expected useful life are accounted for by changing the amortisation period or methodology,
as appropriate, and treated as changes in accounting estimates.
Intangible Assets
An intangible asset is recognised only when its cost can be measured reliably, and it is probable that the
expected future economic benefits that are attributable to it will flow to the Company. The Company has
considered the carrying amount as per previous GAAP as deemed cost in accordance with Ind AS 101 First
Time adoption.
impairment losses, if any. Internally generated intangible assets, excluding capitalised development costs,
are not capitalised and expenditure is reflected in the statement of profit and loss in the year in which the
expenditure is incurred.
Derecognition
An item of property, plant and equipment, intangible asset is de-recognised upon disposal or when no
future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising
on the disposal or retirement of an item of property, plant and equipment, intangible asset is determined
as the difference between the sales proceeds and the carrying amount of the asset and is recognised in
profit or loss.
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If
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any such indication exists, or when annual impairment testing for an asset is required, an estimate of the
recoverable amount of the asset / cash generating unit (CGU) is made. Recoverable amount is the higher
of an asset’s or cash generating unit’s fair value less costs of disposal and its value in use. Recoverable
amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. The smallest identifiable group of assets that generates cash inflows from continuing
use that are largely independent of the cash inflows from other assets or groups of assets, is considered
as a cash generating unit (CGU).
disposal, recent market transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used.
An asset or CGU whose carrying value exceeds its recoverable amount is considered impaired and is
written down to its recoverable amount. Assessment is also done at each balance sheet date as to whether
there is any indication that an impairment loss recognised for an asset in prior accounting years may no
longer exist or may have decreased.
Identifying a lease
At the inception of the contract, the Company assesses whether a contract is, or contain, a lease. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration. The Company assesses whether:
- The Company has the right to obtain substantially all of the economic benefits from use of the asset
throughout the period of use, and
The Company recognises a right of use asset at the lease commencement date of lease and comprises of
the initial lease liability amount, plus any indirect costs incurred and an estimate of costs to dismantle and
remove the underlying asset or to restore the underlying asset or site on which it is located, less any lease
incentives received. The Company has adopted approach 2B as per Ind AS 116 where the right to use asset
is recognised at same value at which liability is recognised.
The right of use asset is subsequently amortized using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right of use asset or the end of the lease term,
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whichever is lesser. In addition, the right of use asset is periodically reduced by impairment losses, if any,
and adjusted for certain re-measurement of the lease liability.
The lease liability is initially measured at the present value of the lease payments net of cash lease
incentives that are not paid at the commencement date, discounted using the interest rate implicit in the
lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate.
Lease liability is measured at amortised cost using the effective interest method. The lease payments
are apportioned between the finance charges and reduction of the lease liability using the incremental
borrowing rate implicit in the lease to achieve a constant rate of interest on the remaining balance of the
liability.
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases
that have a lease term of 12 months or less from the commencement date and do not contain a purchase
option). It also applies the lease of low-value assets recognition exemption to leases that are considered
to be of low value. Lease payments on short-term leases and leases of low-value assets are recognised as
expense on a straight-line basis over the lease term.
A provision is recognised when the Company has a present obligation as a result of past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and
a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present
value of management’s best estimate of the expenditure required to settle the present obligation at the
end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognised as finance cost.
A contract is considered as onerous when the expected economic benefits to be derived by the Company
from the contract are lower than the unavoidable cost of meeting its obligations under the contract.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Company or a present obligation that is not recognised because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognised because it cannot be measured reliably. The Company
does not recognise a contingent liability but discloses its existence in the financial statements.
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3.11 Inventories: Inventory, if any, is valued at cost (arrived on FIFO basis) or net realizable value,
whichever is lower.
subsequently recoverable from the taxing authorities such as Input Tax Credit) incurred to bring the goods
to the place of its location and condition as at the year end.
authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as
part of the expense item, as applicable.
The Company reports basic and diluted earnings per share in accordance with Ind AS 33 on Earnings per
share. Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity shareholders
(after deducting preference dividend and attributable taxes) by the weighted average number of equity
shares outstanding during the year.
Diluted EPS is calculated by dividing the net profit attributable to equity holders of the Company by
the weighted average number of equity shares outstanding during the year plus the weighted average
number of equity shares that would be issued on the conversion of all the dilutive potential ordinary
shares into ordinary shares.
Events occurring after the date of the Balance Sheet, which provide further evidence of conditions that
existed at the Balance Sheet date or that arose subsequently, are considered up to the date of approval of
accounts by the Board of Directors, where material.
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therein a sum not less than twenty per cent of its net profit every year as disclosed in the Statement of
Profit and loss before any dividend is declared.
revenues, expenses, assets and liabilities and the accompanying disclosure and the disclosure of contingent
liabilities, at the end of the reporting period. Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates
are revised, and future periods are affected. Although these estimates are based on the management’s
best knowledge of current events and actions, uncertainty about these assumptions and estimates could
result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in
future periods.
Classification and measurement of financial assets depends on the results of the solely payments of principal
and interest (SPPI) and the business model test. The Company determines the business model at a level that
reflects how Company's financial assets are managed together to achieve a particular business objective.
This assessment includes judgment reflecting all relevant evidence including how the performance of
the assets is evaluated and their performance is measured, the risks that affect the performance of the
assets and how these are managed and how the managers of the assets are compensated. The Company
monitors financial assets measured at amortised cost that are derecognised prior to their maturity to
understand the quantum, the reason for their disposal and whether the reasons are consistent with the
objective of the business for which the asset was held. Monitoring is part of the Company's continuous
assessment of whether the business model for which the remaining financial assets are held continues to
be appropriate and if it is not appropriate whether there has been a change in business model and so a
prospective change to the classification of those assets.
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statements were prepared. Existing circumstances and assumptions about future developments, however,
may change due to market changes or circumstances arising that are beyond the control of the Company.
Such changes are reflected in the assumptions when they occur.
The Company’s EIR methodology, as explained in Note 4.1, recognises interest income / expense using a
rate of return that represents the best estimate of a constant rate of return over the expected behavioural
life of loans taken and recognises the effect of potentially different interest rates at various stages and
other characteristics of the product life cycle including prepayments and penalty interest and charges.
This estimation, by nature requires an element of judgement regarding the expected behaviour and life
cycle of the instrument, as well expected changes to India's base rate and other fee income/expenses that
are integral part of the instrument.
The Company assesses at each reporting date whether there is an indication that an asset may be impaired.
If any indication exists, the company estimates the asset's recoverable amount. An asset's recoverable
amount is higher of an asset's fair value less cost of disposal and its value in use. Where the carrying amount
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount.
The Company operates in a regulatory and legal environment that, by nature, has a heightened element
of litigation risk inherent to its operations. As a result, it is involved in various litigation, arbitration and
regulatory investigations and proceedings in the ordinary course of its business.
When the Company can reliably measure the outflow of economic benefits in relation to a specific case
and considers such outflows to be probable, the Company records a provision against the case. Where the
probability of outflow is considered to be remote, or probable, but a reliable estimate cannot be made, a
contingent liability is disclosed.
Given the subjectivity and uncertainty of determining the probability and amount of losses, the Company
takes into account a number of factors including legal advice, the stage of the matter and historical
evidence from similar incidents. Significant judgment is required to conclude on these estimates.
incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company
would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain
an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore
reflects what the Company ‘would have to pay’, which requires estimation when no observable rates are
available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company
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estimates the IBR using observable inputs when available and is required to make certain entity-specific
estimates.
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include the determination of the discount rate; future
salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term
nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions
are reviewed at each reporting date.
3.18.2.6. Card life
Estimation of card life relies on behavioural life trend established basis past customer behaviour/ observed
life cycle
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Notes to financial statements for the year ended 31st Mar 2022
Particulars “As at “As at

31 March 2022” 31 March 2021”
Cash on hand 0.02 0.02
Balances with bank* 695.95 158.82
Total 695.97 158.84
The Company has taken bank overdraft, however, the same is not considered as a part of cash and cash
*includes unspent amount of CSR of Rs. 0.01 mn lying in current account.
The Company migrated to the new card management System (CCMS)”First vision” during the quarter ended
30th Sept 21. Subsequently all the transaction processing for credit card business is being routed through the
new CCMS. As the implementation of the said system is in process, Cash and Cash Equivalents includes Rs 4.85
million (net) where the clearing is under progress.
Note 5: Bank balance other than above

31 March 2022” 31 March 2021”
Deposit with original maturity for more than 3 months but less 0.12 -
than 12 months (lien marked)
Total 0.12 -

31 March 2022” 31 March 2021”
- Unsecured
Total 238.44 363.91
As at 31st March 2022
Particulars Outstanding for following periods from due date of payment
Less than 6 “6 months “1-2 Years” “2-3 years” More than Total
months -1 year” 3 years
(I) Undisputed Trade 172.57 12.73 40.09 13.05 - 238.44
receivables- considered
good
Total 172.57 12.73 40.09 13.05 - 238.44
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Less than “6 months “1-2 “2-3 More than Total
6 months -1 year” Years” years” 3 years
(I) Undisputed Trade 312.12 36.94 14.18 0.67 - 363.91
good
Total 312.12 36.94 14.18 0.67 - 363.91
Trade receivable from related party “As at “As at
31 March 2022” 31 March 2021”
Bank of Baroda 195.26 326.14
Subsidiary of Bank of Baroda 0.13 0.26
Trade receivables are non-interest bearing and are generally on terms of 0 to 90 days.
“Trade receivable includes majority receivables from holding company (i.e. Bank of Baroda) and the Company
do not perceive any credit risk on that”
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Loans “ As at “As at
31 March 2022 “ 31 March 2021”
At Amortised Cost
A)
LOAN AND ADVANCE
To be realised within twelve months after reporting date 12,913.09 7,901.15
To be realised after twelve months after reporting date 1,370.16 873.70
Total (A) -Gross 14,283.24 8,774.85
Less:Impairment loss allowance (1,828.74) (1,344.55)
Total (A) - Net 12,454.50 7,430.30
B)
(i) Secured by lien on Fixed Deposits 173.44 247.96
(ii) Unsecured 14,109.80 8,526.89
Total (B) -Gross 14,283.24 8,774.85
Total (A) - Net 12,454.50 7,430.30
C) (i) Loans in India
(i) Public Sector - -
(ii) Others 14,283.24 8,774.85
Total C) (i) -Gross 14,283.24 8,774.85
Total C) (i) - Net 12,454.50 7,430.30
C) (ii) Loans outside India
Total C) (ii) -Gross - -
Less:Impairment loss allowance - -
Total C) (ii) - Net - -
Total C) (i) +C) (ii) 12,454.50 7,430.30
D)
standard Advances 13,204.40 8,121.31
Less: Impairment loss allowance (918.20) (691.01)
Total 12,286.20 7,430.30
Sub- standard Advances 1,078.84 653.53
Less: Impairment loss allowance (910.54) (653.53)
Total 168.30 (0.00)
Total (D) Gross 14,283.24 8,774.84
Less: Impairment loss allowance (1,828.74) (1,344.54)
Total (D) Net 12,454.50 7,430.30
80
2021-22
Following are the loans and advances given to directors, KMPs in the normal course of credit card
operations.
Type of Borrower 31.03.2022 31.03.2021
Amount of loan Percentage to the Amount of loan Percentage to the
or advance in the total Loans and or advance in the total Loans and
nature of loan Advances in the nature of loan Advances in the
outstanding nature of loans outstanding nature of loans
Promoters - - - -
Directors 0.09 0.00 0.06 0.00
KMPs 0.08 0.00 0.26 0.00
Related Parties 0.50 0.00 0.12 0.00
Note 8: Investments
Particulars " As at "As at

31 March 2022 " 31 March 2021"
At Amortised cost
Investment - -
Total Gross (A) - -
(i) Investment ouside India
(i) Investment in India - -
Total B- Total (A) to tally with (B) - -
Less:Allowance for Impairment loss ( C )
Total Net (D) - -
Fund Name Units Purchased amount Sales amount
Aditya Birla Sun Life overnight fund 1,424,461.1820 919.95 920.36
Total 11,293,886.5740 12,369.75 12,375.09
Baroda overnight plant 5,566,009.5940 5,949.70 5,951.89
Baroda liquid fund 646,939.1770 1,499.93 1,502.21
Total 6,212,948.7710 7,449.63 7,454.10
81
2021-22

31 March 2022” 31 March 2021”
To be realised within twelve months after reporting date:
Advance to employees 1.32 1.46
Advance Others 0.29 0.18
Advance towards Gratuity fund 0.08 0.13
Unrecovered Merchant Payment 33.37 24.11
Recoverable towards Settlement Agency 92.00 79.12
Recoverable from Oil Marketing Company 3.17 4.91
Receivable from Government - 10.58
Insurance receivable 0.02 0.02
Interest accrued on Fixed Deposit 0.00 -
Chargeback recoverable 6.94 7.60
Less: Impairment allowance (0.16) (1.13)
To be realised after twelve months after reporting date:
Security deposits 12.97 12.66
Total 150.00 139.63

31 March 2022” 31 March 2021”
Deferred tax assets 494.14 441.86
Total 494.14 441.86
The following table shows deferred tax recorded in the balance sheet and charges recorded in the income tax
expenses for the year ended 31st March 2022.
Deferred tax assets “opening balance Recognised Recognised Closing balance

(liabilities) as on in profit and in other as on 31st March
31st March 2021” loss (expense)/ comprehensive 2022
Income income
Property plant and 86.22 (10.33) 75.90
equipment
ECL provision 368.17 66.43 434.60
Deferred revenue 18.22 (3.34) 14.88
82
2021-22
Income income
Amortisation of Card (63.28) (13.92) (77.20)
acquisition cost
Processing fees 1.74 1.13 2.87
Debt issue expenses (0.26) 0.06 (0.20)
Total 441.86 53.30 (1.02) 494.14
expenses for the year ended 31st March 2021.

Income income
Property plant and 70.14 16.09 - 86.22
equipment
ECL provision 182.84 185.33 - 368.17
Amortisation of Card (44.29) (18.99) - (63.28)
acquisition cost
Debt issue expenses - (0.26) - (0.26)
Total 238.43 204.00 (0.57) 441.86
83

Particulars Computers & EDC Office Furniture & Plant & Vehicles Total
Printers Machines Equipment’s Fixtures Machinery
Gross block
Deemed cost as at April 26.23 360.40 3.68 4.90 2.59 0.76 398.55
01, 2020
Additions 7.97 7.25 1.73 1.00 - 17.95
Disposals (0.06) (0.66) (0.07) (0.04) - - (0.83)
At March 31, 2021 34.14 359.74 10.86 6.59 3.59 0.76 415.67
Additions 9.33 - 1.00 0.45 - - 10.77
Disposals (3.84) (1.50) (0.26) (1.66) - - (7.25)
At March 31, 2022 39.62 358.25 11.59 5.37 3.59 0.76 419.18
At April 01, 2020 6.62 141.19 1.31 1.22 0.16 0.31 150.81
Depreciation charge for 9.07 125.95 2.05 1.02 0.20 0.14 138.43
the year
Disposals (0.02) (0.49) (0.04) (0.02) - - (0.57)
At March 31, 2021 15.67 266.65 3.32 2.23 0.36 0.45 288.67
Depreciation charge for 10.39 91.15 3.46 1.15 0.23 0.13 106.51
the year
Disposals (3.66) (1.49) (0.25) (1.08) - - (6.48)
At March 31, 2022 22.40 356.31 6.53 2.30 0.59 0.58 388.70
Net book value:
2021-22
At March 31, 2021 18.47 93.09 7.53 4.36 3.23 0.31 127.00
84
At March 31, 2022 17.22 1.94 5.06 3.08 3.00 0.18 30.48
2021-22
Gross block
At April 01, 2020 105.35
Additions 93.51
Disposals (110.18)
At March 31, 2021 88.68
Additions -
Disposals -
At March 31, 2022 88.68
At April 01, 2020 39.90
Disposals (60.98)
At March 31, 2021 7.39
Disposals -
At March 31, 2022 25.13
Net book value:
At March 31, 2021 81.29
At March 31, 2022 63.55
Note 13: Intangible assets under development

31 March 2022” 31 March 2021”
Capital work in progress 0.63 19.91
Total 0.63 19.91
85
2021-22
(a) For Intangible assets under development
Intangible assets under development Amount in CWIP for a period of Total

as on 31st March 2022
Less than 1 1-2 years “2-3 years” More than 3
year years
Projects in progress 0.63 - - - 0.63
Projects temporarily suspended - - - - -

Less than 1 1-2 years “2-3 More than 3
year years” years
(b) For Intangible assets under development, whose completion is overdue or has exceeded its cost
compared to its original plan.
Intangible assets under development as To be completed in

on 31st March 2022
Less than 1 1-2 years 2-3 years More than 3
year years
Project 1 - - - -
Project 2 - - - -
on 31st March 2021
year years
Project 1 - - - -
Project 2 - - - -
86
2021-22
Gross block
Additions 24.22
Disposals (3.71)
At March 31, 2021 34.12
Additions 157.62
Disposals -
At March 31, 2022 191.74
At April 01, 2020 2.95
Disposals (1.05)
At March 31, 2021 4.76
Disposals -
At March 31, 2022 31.65
Net book value:
At March 31, 2021 29.37
At March 31, 2022 160.09

31 March 2022” 31 March 2021”
Goods & service tax credit (input) receivable 207.72 148.59
Unamortised card acquisition cost (contract asset) 90.45 58.62
Advance to Vendor 5.27 2.88
Deferred lease expenses 2.00 2.26
Prepaid expenses 19.66 13.93
Advance tax (net of Provisions for taxation and tax deducted at source) 319.68 291.71
Total 867.73 678.40
87
2021-22
Note 16: Payables
31 March 2022” 31 March 2021”
Trade payables
(I) total outstanding dues of micro enterprises and small enterprises 15.45 1.69
(ii) total outstanding dues of creditors other than micro enterprises and 139.07 70.54
small enterprises
Total 154.52 72.23
Less than 1 year “1-2 Years” “2-3 years” More than 3 years Total
(I) Undisputed dues MSME 15.45 - - - 15.45
(ii) Undisputed dues- Others 132.57 3.70 2.80 - 139.07
Total 148.02 3.70 2.80 - 154.52
Less than 1 year “1-2 Years” “2-3 years” More than 3 years Total
(ii) Undisputed dues- Others 67.60 2.94 - - 70.54
Total 69.29 2.94 - - 72.23
31 March 2022” 31 March 2021”
I) Principal amount remaining unpaid 15.45 1.69
ii) Interest due thereon remaining unpaid Nil Nil
iii) Interest paid by the Company in terms of Section 16 of the Micro, Nil Nil
Small and Medium Enterprises Development Act, 2006, along with the
amount of the payment made to the supplier beyond the appointed day
iv) Interest due and payable for the period of delay in making payment Nil Nil
(which have been paid but beyond the appointed day during the
period) but without adding interest specified under the Micro, Small
and Medium Enterprises Act, 2006
v) Interest accrued and remaining unpaid Nil Nil
vi) Interest remaining due and payable even in the succeeding years, Nil Nil
until such date when the interest dues as above are actually paid to the
small enterprises
as Micro, Small and Medium Enterprises , on the basis of information available with the Company. This has
88
2021-22
Particulars “ As at “As at
31 March 2022 “ 31 March 2021”
At Amortised Cost
Unsecured:
- To be settled within twelve months after reporting date:
Liability component of compound financial instruments:
Commercial paper 495.82 3,565.17
- To be settled after twelve months after reporting date:
Liability component of compound financial instruments:
Debentures 499.20 499.11
Total (A) 995.02 4,064.28
Debt securities in India 995.02 4,064.28
Debt securities outside India - -
Total (B) to tally with (A) 995.02 4,064.28
31 March 2022” 31 March 2021”
Unsecured Redeemable Non Convertible Debentures
7.65 % Unsecured Tier II NCD of Rs.10,00,000 each INE027208011 500.00 500.00
(Redeemable at par in March’2031)
Total 500.00 500.00
Less: Unamortized Expense 0.80 0.89
Total 499.20 499.11
Particulars Rate of interest Date of “As at “As at

maturity 31 March 2022” 31 March 2021”
Commercial Papers
Commercial Paper - INE027214100 3.80 5/28/2021 - 1,250.00
Commercial Paper - INE027214209 4.40 6/10/2022 500.00 -
Total 500.00 3,600.00
Less: Unamortized discount 4.18 34.83
Total 495.82 3,565.17
89
2021-22

31 March 2022“ 31 March 2021”
At Amortised Cost
Unsecured
(a) Finance lease obligations 17.09 14.68
(b)Loan repayable on demand
(i)from banks 6,600.00 1,600.00
(ii) from banks (Related Party) - 903.45
Secured
(a)Loans from related parties:
Working capital loan* 3,450.05 -
10,116.57 2,584.65
Borrowings in India 10,116.57 2,584.65
Total (B) to tally with (A) 10,116.57 2,584.65
* First paripasu charge by way of hypothecation on borrower’s credit card standard receivable (present and
future) and other current assets with an Asset cover of 1.1 times.
* FD of Rs. 0.12 mn is lien marked against the overdraft.
90
2021-22
Terms of repayment:
Term loans from Banks :
Lender Name Secured / Tenure “As at “As at
Unsecured (months) 31 March 2022” 31 March 2021”
HDFC Bank Unsecured 6 months 2,500.00
HDFC Bank Unsecured 9 months 500.00 -
HDFC Bank Unsecured 12 months 1,000.00 1,000.00
Hong Kong & shanghai Banking Corporation Unsecured 12 months 2,600.00 600.00
Bank of Baroda Secured 3 months 2,500.00 -
Bank of Baroda Secured 12 months 950.05 903.45
Total Borrowings other than debt securities, 10,050.05 2,503.45
above
Particulars Opening Cash flow Non Cash changes Closing balance
balance
Interest / others
amortisation
Commercial paper 3,565.17 (3,100.00) 30.65
- 495.82
Debenture 499.11 0.09
- 499.20
working capital loan 2,503.45 7,546.59 -- 10,050.05
leased liabilities 81.20 - 5.17
(19.85) 66.52
Total 6,648.93 4,446.59 35.91
(19.85) 11,111.58

Particulars Opening bal Cash flow Non Cash changes Closing balance
Interest / others
amortisation
Commercial paper - 3,565.17 - - 3,565.17
Debenture - 499.11 - - 499.11
working capital loan 2,735.57 (232.11) - - 2,503.45
Total 2,803.53 3,832.17 7.34 5.89 6,648.93
91
2021-22

31 March 2022” 31 March 2021”
Liabilities to be settled within twelve months after reporting date
Advance from customers 165.71 104.47
Merchant payment on hold 21.52 20.79
Other Payable 12.52 12.15
Charge back hold 8.51 11.07
Payable to employees 4.12 0.25
Credit Balance In Cancelled Cards 2.64 1.62
Onus Chargeback 2.61 6.72
Insurance Claim Payable - 0.28
Liabilities to be settled after twelve months after reporting date
Refundable Deposit 6.01 6.30
Total 230.81 170.58
Note 20: Provisions

31 March 2022” 31 March 2021”
Staff incentive 24.75 0.44
Provision for compensated absences 3.78 -
Provision for compensated absences 7.49 17.67
Others
Provision For Expenses 485.61 336.92
Provision for Reward Point Expenses 145.04 81.33
Provision for CSR activities - 1.91
Total 666.67 438.27

31 March 2022” 31 March 2021”
Statutory dues payable 153.11 166.54
Unearned Income - 1.86
Contract liability (deferment of annual fees) 59.11 62.57
Total 212.22 230.97
92
2021-22
Authorised Share capital “As at “As at
31 March 2022” 31 March 2021”
40,00,00,000 (P.Y. 40,00,00,000) Equity Shares of Rs 10/- Each 4,000.00 4,000.00
4,000.00 4,000.00
27,50,00,000 (P.Y.17,50,00,000) Equity Shares of Rs 10/- each fully paid up 2,750.00 1,750.00
Total 2,750.00 1,750.00
Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end of the
year
Particulars "As at As at
31 March 2022" March 31, 2021
Number of Rs. In million Number of Rs. In million
shares shares
At the beginning of the reporting year 175,000,000 1,750.00 175,000,000 1,750.00
Issued during the year 100,000,000 1,000.00 - -
At the close of the reporting year 275,000,000 2,750.00 175,000,000 1,750.00
Details of shareholders holding of Promotors
31 Mar 2022 31 Mar 2021

Promotors Number % holding in % holding Number % holding % holding
name in million the equity share changed in million in the changed
during the year equity share during the year
Bank of 275 100.00% Nil 175 100.00% Nil

Baroda
Equity Shares
93
2021-22
Equity Shares
31 Mar 2022 31 March 2021

Particulars Number in million % holding in the Number in million % holding in the
class class
Bank of Baroda 275 100.00% 175 100.00%

The Bank holds 27,49,99,300 shares in its own name and the balance shares through its -7- nominee shareholders
holding 100 shares each.

31 March 2022” 31 March 2021”
Statutory Reserve pursuant to Section 45-IC of the RBI Act, 1934 352.17 352.17
Retained Earning (292.69) (191.66)
Total 59.48 160.51
Particulars As at 31 March 2022 As at 31 March 2021
Statutory Retained Total Statutory Retained Total
Reserves Earnings Reserves Earnings
Balance at the beginning of the year 352.17 (191.66) 160.51 352.17 (97.04) 255.14
Total Comprehensive Income for the - 3.26 3.26 - 1.39 1.39
year
Transfer to retained earnings - (104.29) (104.29) - (96.01) (96.01)
Balance at the end of the year 352.17 (292.69) 59.48 352.17 (191.66) 160.51
Statutory reserve
amount not less than twenty per cent of its net profit every year as disclosed in the Statement of Profit and Loss
and before any dividend. However due to loss in the current year, the Company have not appropriate towards
the statutory reserve. (previous year: Nil)
94
2021-22

Interest on Loans
Interest on credit card loans 1,853.58 1,094.20
Total 1,854.09 1,094.62

Income from Fees 1,694.56 989.41
Income from Merchant Operations 1,268.75 1,237.36
Income from Debit Card Operations - 64.81
Total 2,963.31 2,291.58

Interest on Fixed Deposit 0.00 -
Liability no longer required written back 10.71 108.82
Reversal of Provision for loss due to fraud 0.79 2.33
Profit on derecognition of lease assets - 5.56
Profit on sale of fixed assets 0.06 0.77
Balance written back 1.37 -
Total 40.52 133.82

On Financial liabilities measured at Amortised Cost
Interest on borrowings:
Interest on borrowings from banks: 279.87 180.50
Interest on Debentures 38.15 2.41
Total 441.19 279.80
95
2021-22
On Financial instruments measured at Amortised Cost
(i) Loans 484.19 672.31
(ii) Others receivable (0.97) (10.51)
(iii) Bad debts written off 545.62 174.86
(iv) Balance written off - 16.17
Total 1,028.84 852.83
Total 564.83 585.00
Note 30: Operating and Other expenses
Royality paid to BOB. 75.27 -
Rent 19.60 35.18
Operating cost towards one card 13.97 -
96
2021-22

Share Issue Expenses - 10.87
Fixed Asset Written Off 0.77 2.74
Auditor remuneration:
Director’s sitting fees 0.52 0.39
Consumption of Debit Card Plastic - 18.76
Debit card Operation expenses - 16.05
Total 2,870.12 2,000.63
Note 31: Income tax
The components of income tax expense for the year ended March 31, 2022 and year ended March 31, 2021
are:
Current income tax:
Income tax - Current year 98.07 74.68
Income tax expense reported in the statement of profit or loss 44.70 (129.32)
Deferred tax expense recognised in Other comprehensive income (1.09) (0.57)
Income tax expense reported in the Other Comprehensive section (1.09) (0.57)
Profit/(loss) before tax from a continuing operations (59.59) (225.34)
Income tax rate as on Mar 31, 2022 25.17% 29.12%
Income tax expenses (15.00) (65.61)
Tax effect of:
Others adjustments 113.07 140.29
deferred tax on timing difference (53.37) (204.00)
Income tax expense recognised in the statement of profit and loss 44.70 (129.32)
* During the financial year, Company have opted for taxation regime under section 115BAA under Income
tax.
97
2021-22
Basic/ Diluted
Weighted average number of equity shares for computation of Basic EPS 252,534,247 175,000,000
Net profit for calculation of basic EPS (104.29) (96.01)
Basic earning per share (In Rs.) (0.41) (0.55)
Diluted
Weighted average number of equity shares for computation of Diluted 252,534,247 175,000,000
EPS
Net profit for calculation of Diluted EPS (104.29) (96.01)
Diluted earning per share (In Rs.) (0.41) (0.55)
98
2021-22
The Company makes Contribution which are defined contributions plans, for qualifying employees. Under, the
schemes, the company is required to contribute a specified percentage of the payroll costs to fund the benefits.
The contributions payable to these plans by the Company are at rates specified in the rules of scheme.
During the year, the Company has recognised the following amounts in the Statement of profit and
loss:
Particulars “Year ended “Year ended
31 March 2022“ 31 March 2021“
Employers’ Contribution to Employee’s Provident Fund1 27.66 29.81
Total 30.90 32.80
1 Provident fund is a defined contribution plan. The contribution towards provident fund has been deposited
are detailed below:
b) Inflation risk -
liability.
The following tables summarise the components of net benefit expense recognised in the statement of profit or
loss and the funded status and amounts recognised in the balance sheet for the respective plans:
99
2021-22
March 31, 2022“ March 31, 2021“
Liability Transferred In/Acquisition - -
(Benefit Paid From the Fund) (0.42) -
Actuarial (Gains) on Obligations - Due to Change in Demographic - -
Assumptions
Actuarial (Gains) on Obligations - Due to Change in Financial (1.06) 0.33
Assumptions
Actuarial Losses on Obligations - Due to Experience (3.03) (1.84)

March 31, 2022“ March 31, 2021“
Benefit Paid From the Fund (0.42) -
Return on Plan Assets, Excluding Interest Income 0.26 0.45

March 31, 2022“ March 31, 2021“
Present value of unfunded defined benefit obligation 49.70 44.32
Amount not recognized due to asset limit (49.79) (44.45)
Net defined benefit liability / (asset) recognized in balance sheet (0.08) -0.13
Current (0.08) (0.13)
Non-current - -
100
2021-22
March 31, 2022“ March 31, 2021“
March 31, 2022“ March 31, 2021“
Opening amount recognized in OCI outside profit and loss account
Changes in financial assumptions (1.06) 0.33
Changes in demographic assumptions - -
Return on plan assets excluding amounts included in interest income (0.26) (0.45)
Experience adjustments (3.03) (1.84)
Closing amount recognized in OCI outside profit and loss account (4.35) (1.96)
The actuarial assumptions used to determine benefit obligations as at March 31, 2022 and March 31, 2021 are
as follows:
March 31, 2022“ March 31, 2021“
Discount Rate 6.50% p.a. 6.05% p.a.
Expected return on plan assets 6.50% p.a. 6.05% p.a.
Retirement Age (years): 60 years 60 years
Mortality tables 2012-14 2012-14
25 & below 18% 18%
25 to 35 18% 18%
35 to 45 18% 18%
45 to 55 18% 18%
55 and above 18% 18%
Salary escalation rate 8.00% p.a for next 1 years & 8.00% p.a for next 1 years &
6.00% p.a thereafter 6.00% p.a thereafter
101
2021-22
March 31, 2022“ March 31, 2021“
Opening net liability (0.13) 0.20
Expenses recognized in Statement of Profit and Loss 7.18 6.59
Expenses recognized in OCI (4.35) (1.96)
Employer’s Contribution (2.78) (4.96)
Net liability recognized in the Balance Sheet (0.08) (0.13)
Expected cash flow profile of the benefits to be paid to the current membership of the plan based on past
service of the employees as at the valuation date
March 31, 2022“ March 31, 2021“
Expected benefits for year 1 7.92 6.44
Expected benefits for year 6 to 10 years cash flow 20.23 18.44
March 31, 2022“ March 31, 2021“
Delta effect of +0.5% change in rate of discounting 48.58 43.24
Delta effect of -0.5% change in rate of discounting 50.88 45.45
Delta effect of +0.5% change in rate of salary increase 50.78 45.36
Delta effect of -0.5% change in rate of salary increase 48.65 43.27
102
2021-22
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be
recovered or settled.
Particulars 31-Mar-22 31-Mar-21
Within 12 After 12 Total Within 12 After 12 Total
months months months months
Assets
Financial assets
Cash and cash equivalents 695.97 - 695.97 158.84 - 158.84
Bank Balance other than above 0.12 - 0.12 - - -
Trade Receivables 202.67 35.77 238.44 309.32 54.59 363.91
Loans 12,012.92 441.58 12,454.50 7,225.75 204.55 7,430.30
Other financial assets 137.03 12.97 150.00 126.98 12.65 139.63
Inventory - 29.64 29.64 - 1.00 1.00
Deferred tax assets (net) - 494.14 494.14 - 441.86 441.86
Property, plant and equipment - 30.48 30.48 - 127.00 127.00
Right-of-use assets 17.73 45.82 63.55 17.73 63.56 81.29
Intangible assets under 0.63 - 0.63 - 19.91 19.91
development
Other intangible assets - 160.09 160.09 - 29.37 29.37
Other non financial assets 325.10 542.64 867.73 226.27 452.12 678.40
Total assets 13,392.16 1,793.12 15,185.29 8,064.89 1,406.60 9,471.49
Liabilities
Payables
Trade Payables
(i) total outstanding dues of 15.45 - 15.45 1.69 - 1.69
micro enterprises and small
enterprises
(ii) total outstanding dues of 139.07 - 139.07 70.54 - 70.54
Debt Securities 495.82 499.20 995.02 3,565.17 499.11 4,064.28
Borrowings (other than debt 10,067.13 49.43 10,116.57 1,614.68 969.97 2,584.65
securities)
Other Financial liabilities 217.63 13.18 230.81 157.35 13.23 170.58
Provisions 659.18 7.49 666.67 420.60 17.67 438.27
Other non-financial liabilities 212.22 - 212.22 230.97 - 230.97
Total Liabilities 11,806.51 569.30 12,375.80 6,061.00 1,499.98 7,560.98
Net 1,585.65 1,223.83 2,809.48 2,003.90 -93.38 1,910.51

103
2021-22
Total 3,101.92 2,434.25
Total 238.44 363.91
Contract Cost
Cost of acquiring a customer is the incremental cost of obtaining the contract with customer, which is recognised
in the profit and loss statement over the behavioural life of the customer i.e. 5 years.
Contract liabilities
The company sell credit card to card holders, income earned from customer as card fees is recognised as
The Contract Liabilities are disclosed in note:19 to financial statements.
104
2021-22
adverse effect on the Company’s financial position and results of operations.
Income tax matters - appeals by Company Nil Nil
Claim filed against the Company in consumer court 4.46 3.63
Total 4.46 3.63
105
2021-22
Bank of Baroda (Trinidad & Tobago) Ltd.
Baroda Asset Management India Limited
Baroda Trustee India Private Limited
Baroda Sun Technologies Ltd
BOB (UK) Ltd.
ii) Associates company of holding company
“Baroda Gujarat Gramin Bank“
iii) Joint venture of holding company
Name
Key Management Personnel Shri Sanjiv Chadha
Shri Vikramaditya S Khichi
Shri Purshotam
Ms. Archana Pandey
Shri Atul Malik
Ms. Kadagatoor Venkateshmurthy Sheetal
Shri Sanjay Kao
Shri Sharad Sarin
106
2021-22
Ms.Pooja Karnani
Ms. Deepashri Cornelius

influenced by Key
“As at “As at “As at “As at “As at “As at
March 31, March 31, March 31, March 31, March 31, March 31,
2022 “ 2021“ 2022 “ 2021“ 2022“ 2021“
Transactions
1. MDR Subvention 67.21 61.74 - - - -
2. Revenue From Debit Card - 55.50 - 9.31 - -
Operations
3. Service Charges 474.72 411.52 - - - -
4. Income from Consultancy 111.08 114.49 - - - -
service
5. POS Charges 14.42 68.06 - - - -
6. Income from mutual fund - - 4.94 4.47 - -
investments
7. DST Expenses paid / (0.28) - - - -
(recovered)
8. Rent 1.72 15.64 - - - -
9. Interest on Short term 23.70 11.86 - - - -
borrowings
10. Bank Charges 24.01 25.26 - - - -
11. Insurance Expenses - - 1.35 0.27 - -
12. Card issuance cost - - 68.61 52.31 - -
13. Director’s - Employee Benefit - - - - 2.96 5.35
Expenses
14. Director’s - sitting fees - - - - 0.52 0.39
15. Key Managerial Persons - - - - - 8.53 7.71
Employee Benefit Expenses
16. Visa Other Charges 87.04 90.50 - - - -
17. Gratuity premium paid - - 2.78 4.96 - -
18. Royalty for Logo 0.50 0.50 - - - -
19. Royality paid to BOB. 75.27 - - - - -
20. Interest on Fixed Deposit 0.00 - - - - -
21. Data validation charges 0.19 - - - - -
B. Balance Receivables at year
end
1. Trade Receivables 195.26 326.14 0.13 0.26 - -
2. Loan and advance to - - 0.50 0.12 0.16 0.33
customer
107
2021-22
influenced by Key
“As at “As at “As at “As at “As at “As at
March 31, March 31, March 31, March 31, March 31, March 31,
2022 “ 2021“ 2022 “ 2021“ 2022“ 2021“
3. Advance to vendor - - (0.82) 0.02 - -
4. Cash and cash equivalents 683.11 123.09 - - - -
5. Gratuity (Life Insurance Fund) - - 49.79 44.45 - -
6. Interest on FDR receivable 0.00 - - - - -
C. Balance Payables at year end
1. Borrowings (other than debt 3,450.05 903.45 - - - -
securities)
2. Trade Payables - - 15.32 19.90 - -
3. Provisions 91.72 92.62 - 12.57 - -
4. Other financial liabilities 12.52 12.15 - - - -
Note:
a) Related parties have been identified on the basis of the declaration received by the management and
other records available.
Company as a whole and the amounts pertaining to the key managerial personnel are not specifically
identified and hence are not included above.
ordinary course of business under the same commercial and market terms, interest and commission rates
that apply to non-related parties.
108
2021-22
Note 38: Capital
“The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting
Company has complied in full with all its externally imposed capital requirements over the reported period. “
Capital Management
March 31, 2022” March 31, 2021”
Regulatory capital
Common Equity Tier1 (CET1) capital 1,814.58 1,150.70
Other Tier 2 capital instruments 673.32 611.44
Total capital 2,487.90 1,762.14
i) CRAR (%) / CET1 capital ratio 17.86% 19.61%
ii) CRAR - Tier I capital (%) 13.03% 12.80%
iii) CRAR - Tier II Capital (%) 4.83% 6.80%
Analytical Ratio
Ratio Numerator Denominator Current Previous % Reason for variance
Period Period Variance (if above 25%)
Capital to risk-weighted 2,487.90 13,929.66 17.86% 19.61% -8.91%
Tier I CRAR 1,814.58 13,929.66 13.03% 12.80% 1.74%
Tier II CRAR 673.32 13,929.66 4.83% 6.80% -28.96% Due to increase
in RWA.
LCR Ratio* NA NA NA NA NA
* As per RBI notification no RBI/2019-20/88/DOR.NBFC(PD) CC.No. 102/03.10.001/2019-20 dtd 04th November
2019, calculation and maintance of LCR (Liquidity Coverage Ratio) is not applicable for non-deposit taking
NBFCs with asset size of less than ₹ 5,000 crore.
109
2021-22
Note 39 : Events after reporting date
Further to the 3rd wave of COVID hitting the country in Dec21/Jan22, this did not have any material impact
on the economic situation of various customer segments. Our collections efficiencies have improved to pre-
pandemic levels and we do not foresee the impact of COVID in the coming months. Having said that, there
are some states having a rise in COVID cases . Since this wave has not still in built in, its too early to comment
on its impact on life or livelihood, or our own capabilities to collect from delinquent population, we do not
foresee the need to hold any incremental provisions owing to COVID. However the extent to which the COVID
induced pandemic in future will continue to impact the Company’s results will depend on ongoing as well as
future developments in this regard.
Information has been prepared in conformity with the Ind AS 108 on ‘segment reporting’.
Business Segment Merchant “Credit Card Debit Card Other Total
(acquiring) (issuing)”
Particulars "F.Y. “F.Y. “F.Y. “F.Y. “F.Y. “F.Y. “F.Y. “F.Y. “F.Y. “F.Y.
2021-22" 2020-21” 2021-22” 2020-21” 2021-22” 2020-21” 2021-22” 2020-21” 2021-22” 2020-21”
Revenue 1,287.21 1,343.74 3,596.11 2,137.34 2.12 66.87 111.10 114.72 4,996.53 3,662.68
Result 207.63 377.35 (280.68) (631.99) 3.36 19.73 10.09 9.56 -59.60 -225.35
Unallocated Expense -
Operating Profit 207.63 377.35 (280.68) (631.99) 3.36 19.73 10.09 9.56 -59.60 -225.35
Interest Income + PPI -
Profit/(Loss) before tax 207.63 377.35 (280.68) (631.99) 3.36 19.73 10.09 9.56 -59.60 -225.35
Income Taxes 44.69 (129.34)
Extra-ordinary Profit/Loss - -
Net Profit before OCI (104.28) (96.01)
adjustment
Other Information
Segment Assets 623.55 440.88 13,295.86 7,923.60 9.15 200.25 66.49 306.06 13,995.05 8,870.79
Unallocated Assets 1,190.24 600.70
Total Assets 15,185.29 9,471.49
Segment Liabilities 134.53 208.64 1,112.34 651.13 8.96 36.06 8.39 16.23 1,264.22 912.05
Unallocated Liabilities 13,921.07 8,559.44
Capital Expenditure 36.75 8.54 28.73 33.64 0.38 - 65.48 42.56
Unallocated -
Depreciation/Amortisation 105.60 136.28 45.54 33.17 0.10 0.21 151.14 169.76
Unallocated -
Non cash expenses other 6.44 90.66 1.00 1.17 2.11 - - 9.55 91.83
than depreciation
Unallocated -
110
2021-22
Note 41: Leases
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the
year:
Additions - 88.67
Deletion - (44.36)
Additions - 88.67
Deletions - (48.97)
Payments (19.85) (33.81)
Not later than one year 17.09 14.68
later than one year not later than five year 49.43 66.52
Later than five year - -
Total undiscounted lease liabilities 66.52 81.20
Other expenses
Finance cost
111
2021-22
- classes of financial instruments based on their financial nature and characteristics.
- All the financial assets and financial liabilities carrying value which is at amortised cost reflects fair value for
FVTPL Amortised cost Total Level I Level II Level III Total
Financial assets
Bank balance other than above - 0.12 0.12 - - - -
Receivables - 238.44 238.44 - - - -
Loans - 12,454.50 12,454.50 - - - -
Total - 13,539.02 13,539.02 - - - -
Trade Payables - 154.52 154.52 - - - -
Debt securities - 995.02 995.02 - - - -
Total - 11,496.92 11,496.92 - - - -
Financial assets
Loans - 7,430.30 7,430.30 - - - -
Total - 8,092.68 8,092.68 - - - -
Trade Payables - 72.23 72.23 - - - -
Debt securities - 4,064.28 4,064.28 - - - -
Total - 6,891.74 6,891.74 - - - -
112
2021-22
to company’s vision, and holds very high importance in the board governance. The company is exposed to
(a) Risk management structure
Credit risk is the risk of incurring financial loss to the company due to the default of company’s customers in
facilitating credit card loans to customers
Managing credit risk is the most important part of total risk management exercise. The Company’s credit risk
sub function headed by Chief Risk Officer (CRO) is responsible for the key policies and processes for managing
credit risk, which include formulating credit policies and risk rating frameworks, guiding the Company’s
appetite for credit risk exposures, undertaking independent reviews and objective assessment of credit risk,
and monitoring performance and management of portfolios. The principal objectives being maintaining a
strong culture of responsible lending across the Company, and robust risk policies and control frameworks,
implementing and continually re-evaluating our risk appetite and ensuring there is adequate monitoring of
credit risks, their costs and their mitigation. The basic credit risk management would cover two key areas, viz.,
(a) customer selection & (b) customer management. These are governed by Board Approved Credit Policy
and Collections Policy which is reviewed on a regular basis. Organization has worked on strengthening the
credit decision process with pre-qualification of the probable customers and scientific selection based on
liability score model developed internally for appropriate customer selection and targeting. We have made
multiple interventions throughout the year to strengthen the acquisition quality. This has led to improvement
in approval rates in the current financial year. The changes include discontinuation of programs, revision in
MCP, scorecard level changes etc. Credit limit assignment is a function of income capacity and risk assessment
done for the individual applicant. Risk assessment is done based on internal scorecards that are based on
applicant bureau history, application profile and demographic variables. Further, we assess the credit history
indicators as determined by independent 3rd party agencies – external rating, bureau reporting, RBI negative
list and asset classification letters from bankers.
Post acquisition portfolio delinquency management is carried out through Account Management System,
which includes:
• Fraud detection
• Behaviour scorecard; and
113
2021-22
and monitoring credit risk are used such as; Scorecards assessing default risk & payment propensity Predictive
Business Analytics Models “
asset.
For financial assets that have become credit impaired, a lifetime ECL is recognised on principal outstanding as at
period end. Exposures with DPD equal to or more than 90 days are classified as stage 3.
As on 31st March 2022
Category Assets
“Gross Carrying “Expected “Net Carrying PD
category
Amount” Credit Loss” Amount”
Stage 1 Credit card
12,644.85 808.81 11,836.04 0.70 % to 14.49%
Stage 2 Credit card 559.55 109.39 450.16 0.70 % to 43%
Stage 3 Credit card1,078.84 910.54 168.30 75% to 100%
Total 14,283.24 1,828.74 12,454.50
Category Assets category “Gross Carrying “Expected “Net Carrying PD
Amount” Credit Loss” Amount”
Total 8,774.84 1,344.55 7,430.30
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2021-22
to loans:
Performing
High grade (0 DPD) 12,644.83 - - 12,644.83
Non- performing
Individually impaired (90 DPD and above, restructured - - 1,078.84 1,078.84
assets)
Total 12,644.85 559.55 1,078.84 14,283.24
Performing
High grade (0 DPD) 7,083.51 - - 7,083.51
Non- performing
Individually impaired (90 DPD and above, restructured - - 653.53 653.53
assets)
Total 7,693.81 427.50 653.53 8,774.84
to loan
Assets derecognised or repaid (excluding write offs) (1,718.91) (1.83) (510.40) (2,231.14)
Transfers to Stage 2 (591.50) 582.19 - (9.31)
Changes to contractual cash flows due to modifications -
not resulting in derecognition
Gross carrying amount as at March 31, 2022 12,644.85 559.55 1,078.84 14,283.24
115
2021-22
New assets originated or purchased* 4,183.15 222.50 (9.47) 4,396.18
Changes to contractual cash flows due to modifications
Impairment allowance for loans to customers as at 596.97 94.05 653.53 1,344.55
March 31, 2021
New assets originated 404.60 58.33 679.40 1,142.33
Reversal of COVID overlay -
Transfers to Stage 2 (41.54) 57.13 - 15.59
Transfers to Stage 3 (36.90) (35.42) 626.66 554.34
March 31, 2022
Impairment allowance for loans to customers as at 300.12 87.63 284.49 672.24
April 1, 2020
COVID overlay (10.72) (10.13) - (20.84)
March 31, 2021
116
2021-22
position.
"We manage liquidity risk in accordance with our Asset Liability Management Policy. This policy is framed
as per the current regulatory guidelines and is approved by the Board of Directors. The Asset Liability
Management Policy is reviewed periodically to incorporate changes as required by regulatory stipulation or
to realign the policy with changes in the economic landscape. The Asset Liability Committee (ALCO) of the
Company formulates and reviews strategies and provides guidance for management of liquidity risk within
the framework laid out in the Asset Liability Management Policy."
March 31, 2022
Particulars On "Up to One 2 months 3 months 6 months 1 year to 3 years to more Total
demand one month to to 3 to 6 to 1 year 3 years 5 years than 5
Month" 2 months months months years
Financial assets
Cash and cash 695.97 695.97
equivalents
Bank balance other 0.12 - - - - - - - - 0.12
than above
Receivables 26.23 35.77 35.77 83.45 21.46 35.77 - - 238.44
Loans 7,109.87 2,417.75 951.98 993.32 540.00 273.23 168.35 12,454.50
Investments - - - - - - - - - -
Total undiscounted 696.09 7,182.10 2,453.51 987.75 1,079.94 649.31 321.97 168.35 - 13,539.02
financial assets
Trade Payables - 108.17 30.90 15.45 - - - - - 154.52
Debt securities - - - 495.82 - - - - 499.20 995.02
Borrowings (other - 190.01 - 2,500.00 2,500.00 4,100.00 760.04 - - 10,050.05
than debt securities)
Other financial - 191.23 6.10 7.90 6.24 6.16 13.18 - - 230.81
liabilities
Total undiscounted - 489.40 37.01 3,019.17 2,506.24 4,106.16 773.22 - 499.20 11,430.40

117
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Wednesday, March 31, 2021
Particulars On "Up to One 2 months 3 months to 6 months 1 year to 3 years to more Total
demand one month to to 3 6 months to 1 year 3 years 5 years than 5
Month" 2 months months years
Financial assets
Cash and cash 158.84 - - - - - - - - 158.84
equivalents
Bank balance other - - - - - - - - - -
than above
Receivables - 40.03 54.59 54.59 127.37 32.75 54.59 - - 363.91
Loans - 4,225.36 1,490.95 593.95 583.46 332.03 204.55 - - 7,430.30
Investments - - - - - - - - - -
Total undiscounted 158.84 17.51 1,545.54 648.54 715.74 447.27 271.80 - - 8,092.68
financial assets
Trade Payables - 23.82 24.20 16.13 8.07 - - - - 72.23
Debt securities - - 1,242.68 1,238.60 1,083.90 - - - 499.10 4,064.28
Borrowings (other - 805.55 400.00 - - 600.00 697.90 - - 2,503.45
Other financial - 125.99 7.16 10.17 7.94 6.10 13.22 - - 170.58
liabilities
Total undiscounted - 955.36 1,674.04 1,264.90 1,099.91 606.10 711.12 - 499.10 6,810.54
(c) Market risk
well. The Company has an approved Assets and Liability Management policy which empowers the Assets and
on the assets profile and the appropriate funding mix. The ALCO reviews the interest rate gap statement and
the interest rate sensitivity analysis.
Financial Assets As March 31, As March 31,
2022 2021
Fixed- rate instruments 12,454.50 7,430.30
Floating-rate instruments - -
total 12,454.50 7,430.30
Financial Liabilities As March 31, As March 31,
2022 2021
Fixed- rate instruments 995.02 499.11
Floating-rate instruments 10,050.05 5,165.17
total 11,045.06 5,664.28
instruments at the end of the reporting period and the stipulated change taking place at the beginning of the

118
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100 bps 100 bps 100 bps 100 bps
higher lower higher lower
impact on profit (81.24) 81.24 (45.10) 45.10
or from external events. The Company's focuses on management and control of operational risks through
a comprehensive system of internal controls and monitoring performance of each function against defined
thresholds.
Income from credit card international operation, Currency conversion 23.61 29.72
Total 23.61 29.72
Total 309.84 263.96
119
2021-22
Particulars As At As At
31.03.2022 31.03.2021
46 Interchange fees paid during the financial year is net of Rs. 23.80 mn on account of the input tax credit
claim pertaining to financial year 2021-22 is under review with Bank of Baroda.
regard to billing, there is a process of resolution and adjustments are carried out on regular basis. Moreover,
120
2021-22
Sr. NO. Particulars As at 31st March 2022 As at 31st March 2021

Liabilities side
1 Loans and Advances availed by the NBFC’s Amount Amount Amount Amount
inclusive of interest accrued thereon but not paid. outstanding overdue outstanding overdue
Unsecured 499.20 Nil 499.11 Nil
(other than falling within the meaning of public
deposit)
f ) Public Deposit
g) Other loans
2 Break-up of (1)(f ) above (Outstanding public
deposits inclusive of interest accrued thereon
but not paid) :
b) In the form of partly secured debentures i.e. Nil Nil Nil Nil
debentures where there is a shortfall in the value
of security
Assets side
a) Secured 173.44 247.96
b) Unsecured 14,109.80 8,526.89
4 Break-up of Leased Assets & Stock on Hire and other assets Nil Nil
a) Lease assets including lease rentals under sundry debtors: Nil Nil
i) Finance Lease Nil Nil
ii) Operating Lease Nil Nil
b) Stock on hire including hire charges under sundry debtors:
i) Assets on hire Nil Nil
ii) Repossessed Assets Nil Nil
i) Loans where assets have been repossessed Nil Nil
ii) Loans other than (a) above Nil Nil
121
2021-22
Current Investment
Quoted
Unquoted

Quoted
Unquoted
122
2021-22

6 Borrower group-wise classification of assets financed as in (2) and (3) above:
Category As at 31st March 2022 As at 31st March 2021
Secured Unsecured Secured Unsecured
1) Related parties
ii) Companies in the same group Nil 0.50 Nil 0.12
7 Investor group-wise classification of all investments (current and long term) in share and
securities (both quoted and unquoted)
Market Book value Market Book value
value/ (Net of value/ (Net of
Breakup or provision) Breakup or provision)
fair value fair value
or NAV or NAV
1) Related parties
8 Other Information
Particulars 31st March 2022 31st March 2021
ii) Other than related parties 1,078.84 653.53
Net Non-performing Assets (net of provision
made)
ii) Other than related parties Nil Nil
123
51
Assets classification as per Assets Gross carrying loss allowances Net carrying Provision Difference
RBI norms classification amount as per (provisions) as amount required as per between
as per IND AS Ind AS required under IRACP norms Ind AS 109
IND As 109 provision and
IRACP norms
Performing Assets
Standard Stage 1 12,644.85 724.16 11,920.69 53.67 670.49
Stage 2 559.55 109.39 450.16 109.39
Subtotal 13,204.40 833.55 12,370.85 53.67 779.88
Non-Performing Assets (NPA)
Loss Stage 3 1,078.84 910.54 168.30 788.14 122.40
Sub total of NPA 1,078.84 910.54 168.30 788.14 122.40
Other item such as guarantees, Stage 1 1,572.16 84.65 - - 84.65
loan commitments, etc. which
are in the scope of Ind AS 109 Stage 2 - - - - -
but not covered under current Stage 3 - - - - -
Income Recognition, Assets
classification and provisioning
norms,
Subtotal 1,572.16 84.65 - - 84.65
Total Stage 1 14,217.01 808.81 13,408.20 53.67 755.14
Stage 2 559.55 109.39 450.16 - 109.39
Stage 3 1,078.84 910.54 168.30 788.14 122.40
2021-22
124
2021-22
1 Capital
CRAR (%) 17.86% 19.61%
Amount of subordinated debt raised as Tier-II capital 500.00 500.00
2 Investments
In India Nil Nil
In India Nil Nil
In India Nil Nil
3 Derivatives
Applicable
125
2021-22
up to 30 Over 1 Over 2 Over 3 Over 6 Over 1 year Over 3 year Over 5 Total
/31 days month up month month & month to 1 to 3years** to 5 years years
to 2 Month up to 3 up to 6 year**
Month* month**
Borrowing from banks 190.01 - 2,500.00 2,500.00 4,100.00 760.04 - - 10,050.05
Market borrowings 495.82 499.20 995.02
Receivables# 7,109.87 2,417.75 951.98 993.32 540.00 273.23 168.35 - 12,454.50
Investments -
(net of NPA )
up to 30 Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
/31 days month up month month & month to 1 year to year to 5 years
to 2 Month up to 3 up to 6 year** 3years** years
Month* month**
Borrowing from banks 780.69 400.00 - - 600.00 722.76 - - 2,503.45
Market borrowings - 1242.65 1238.59 1083.95 - - - 499.10 4,064.28
Receivables# 4,225.36 1,490.95 593.95 583.46 332.03 204.55 - - 7,430.30
investments - - - - - - - - -
Direct Exposure
Lending fully secured by mortgages on residential property that is or Nil Nil
will be occupied by the borrower or that is rented: (Individual housing
loans up to Rs. 15 lakhs may be shown separately)
Lending secured by mortgage on commercial real estates(office Nil Nil
buildings, retail space, multipurpose commercial premises, multi –
family residential buildings, multi tenanted commercial premises,
industrial or warehouse space, hotels, land acquisition, development
and construction, etc.) exposure would also include non- fund based
(NFD) limits:
126
2021-22
Investments in Mortgage Backed Securities (MBS) and other secured

exposures -
Indirect exposure
Fund based and non – fund based exposures on National Housing Bank Nil Nil
(NHB) and housing bank Companies (HFCs)
direct investment in equity shares, convertible bonds, convertible Nil Nil
debentures and units of equity-oriented mutual funds the corpus of
which is not exclusively invested in corporate debt;
advances against shares / bonds / debentures or other securities or Nil Nil
on clean basis to individuals for investment in shares (including IPOs /
ESOPs), convertible bonds, convertible debentures, and units of equity-
oriented mutual funds;
advances for any other purposes where shares or convertible bonds Nil Nil
or convertible debentures or units of equity oriented mutual funds are
taken as primary security;
advances for any other purposes to the extent secured by the collateral Nil Nil
security of shares or convertible bonds or convertible debentures or
units of equity oriented mutual funds i.e. where the primary security
other than shares / convertible bonds / convertible debentures / units
of equity oriented mutual funds ‘does not fully cover the advances;
secured and unsecured advances to stockbrokers and guarantees Nil Nil
issued on behalf of stockbrokers and market makers;
loans sanctioned to corporates against the security of shares / bonds / Nil Nil
debentures or other securities or on clean basis for meeting promoter’s
contribution to the equity of new companies in anticipation of raising
resources;
22.
127
2021-22
11 (i) The company has obtained registration from following regulator apart from RBI

(ii) During the financial year 2021-22, BFSL have paid Rs.2000/- as penalty to RBI & Rs.1000/- penalty to
SEBI.
For related party transaction please refer note no. 37
Please refer note no 39.
(vi) The short term debt rating of the company is A1+ by CRISIL and India Rating & Research Pvt. Ltd. The
long term debt rating is AAA/stable by India Rating & Research Pvt. Ltd and ICRA. There is no change
in the rating during FY 2021-22.
(vii) Revenue Recognition:-
For Revenue Recognition please refer note no. 3(1).

Provision towards stage 3 assets 910.54 653.53
Provision for stage 1 and stage 2 assets 918.20 691.02
Other Provision and Contingencies (with details)
Provision for Gratuity - -
Provision for Expenses 485.61 336.92
Provision for CSR Expenses - 1.91
128
2021-22
ii) There is no draw down from the reserve during the financial year 2021-22.

percentage of Advance to largest twenty borrowers to total advances 0.23% 0.34%
of NBFC
iii) b) Concentration of Exposure
of NBFC
iii) c) Concentration of NPAs
* The exposure to NPA is only principal outstanding. The income is fully de-recognised and limit is already
Particulars % of NPAs to Total Advances in March 31, 2022 March 31, 2021
that sector
MSME Nil Nil Nil
Unsecured personal loans Nil Nil Nil
Other personal loans credit cards 7.55% 1,078.84 653.53
Add:- Additions during the year 1,597.91 588.06
Closing balance 1,078.84 653.53
Opening balance 290.71 Nil
129
2021-22
Add:- Additions during the year Nil Nil
Less:-Reductions during the year Nil Nil
Closing balance 290.71 Nil
assets)
Add:-Provisions made during the year 1,307.20 588.06

No. of complaints pending at the beginning of the year 294 2,076
No. of complaints received during the year 105,748 61,459
No. of complaints redressed during the year 105,263 63,241
No. of complaints pending at the end of the year 779 294
16 Public disclosure on liquidity risk as at 31st March 2022
Name of significant counterparty Amount % of Total % of Total

Deposit Liability
5 (five) refer point 3 below for name of the 10,695.65 N.A. 86.42%
counterparty.

HDFC Bank 4,000.00 36.22%
Bank of Baroda 3,450.05 31.24%
Hongkong & shanghai Banking Corporation 2,600.00 23.54%
Mirae Asset Mutual Fund 495.80 4.49%
130
2021-22

Bank Of Baroda Provident Fund Trust 149.80 1.36%
WB State Electricity Transmission Co Limited Employees’ Pension Fund 99.80 0.90%
HVPNL Employees Pension Fund Trust 89.90 0.81%
Bank Of Baroda (Employees) Pension Fund 49.90 0.45%
Board Of Trustees For Bokaro Steel Employees Provident Fund 49.90 0.45%
Lupin Ltd Employees Provident Fund Trust 20.00 0.18%
Total 11,005.15 99.64%

Bank lines 10,050.05 81.21%
Commercial paper 495.82 4.01%
NCD 499.11 4.03%
(v) Stock Ratios:

Sr, no Name of the instrument / product % of total public % of total Assets % of total
fund Liabilities
2 “Non-Convertible Debentures (original N.A. N.A. N.A.
maturity <1 years)”
(vi) Institutional set-up for liquidity risk management:- Liquidity represent the ability of the company to
generate sufficient cash flow to meet financial obligation, both under normal and stressed conditions,
without liquidating assets or raising funds at unfavourable terms. the operations of the company give rise
to Assets Liability mismatches and liquidity risks.

131
2021-22

CIN: U65990MH1994GOI081616
ATTENDANCE SLIP
Share Ledger Folio No. __________________________ Annual General Meeting on Tuesday
Member’s Name _______________________________ At the Jeevan Meeting Room Ground Floor, Baroda
Corporate Centre, Bandra Kurla Complex, Bandra (E),
Mumbai – 400 051
at least 48 hours before the Meeting.
__________________________ ______________________________

CIN: U65990MH1994GOI081616
Form No. MGT-11

Proxy Form
CIN: U65990MH1994GOI081616

E-mail Id : .........................................................................................................................................................................................
Folio No. : .........................................................................................................................................................................................
1. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
2. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
be held on Monday, the 28th day of September, 2022 the Ground Floor, Baroda Corporate Centre, Bandra Kurla Complex, Bandra (E),
Mumbai – 400 051and at any adjournment thereof in respect of such resolutions as are indicated below:
132
2021-22
1 To receive, adopt and consider the Annual Financial Statements for the financial year ended 31st March 2022
and Report of the Board of Directors, Auditors and Comments of the Comptroller and Auditor General of India
thereon.
2 To appoint a Director in place of Mr. Purshotam (DIN 08504005), who is retiring by rotation and being eligible,
offers himself for reappointment.
Special Business
4 Appointment of Shri Sanjay Kao (DIN 09447175)as an Independent Non- Executive Director

Affix
Revenue
Stamp
Notes:
Venue: Jeevan Meeting Room Ground Floor, Baroda Corporate Centre, A map is not to scale
Bandra Kurla Complex, Bandra (E), Mumbai – 400 051.
133
2021-22
NOTES
134
2021-22
EASY
SELECT
PREMIER
PRIME
135
CURATING
CREDIT
for Everyone
ANNUAL
2022-23
Shri Sanjiv Chadha

Chairman
Shri Debadatta Chand Shri Purshotam Ms. Kadagatoor

Nominee Director Non-Executive Director Venkateshmurthy Sheetal
Shri Sriraman Jagannathan Shri Sanjay Kao


Managing Director & CEO
ANNUAL REPORT 2022-23

Shri Sanjiv Chadha Shri Sanjay Kao
Shri Debadatta Chand Shri Sriraman Jagannathan
Shri Purshotam
Ms. Kadagatoor Venkateshmurthy Sheetal Managing Director
Board Committees (as on 31.03.2023)

Audit & Risk Management Committee
Shri Sanjay Kao Chairman
Shri Sriraman Jagannathan Member
Shri Purshotam Member
Human Resources And Nomination &
Corporate Social Responsibility Committee
Remuneration Committee
Shri Sriraman Jagannathan Chairman Shri Purshotam Chairman
Shri Sanjay Kao Member Shri Sriraman Jagannathan Member
Ms. Kadagatoor
Member Shri Shailendra Singh Member

Ms. Deepashri Cornelius Ms. Pooja Karnani

M/s SGCO & CO. LLP Bank of Baroda, ICICI bank Ltd, HDFC Bank Ltd,
Chartered Accountants IDBI Bank Ltd, HSBC Bank Ltd,
Mumbai Bank of America, Bank of India,
RRB (BGGB), RRB (BUPGB), RRB (BRKGB)

Kfin Technologies Private Limited (Formerly known as Karvy Computershare Private Limited) (For Equity)
NSDL Database Management Limited (For Commercial Paper & Non-Covertible Debentures)

CIN: U65990MH1994GOI081616
CIN: U65990MH1994GOI081616
2022-23
CONTENTS
1. Notice of AGM 1
5. Balance Sheet 67
9. Attandance Slip 150

NOTICE
Notice is hereby given that the 29th Annual General Meeting of the Shareholders of BOB Financial Solutions
Limited will be held on Thursday, 28th September, 2023 at 10:30 A.M. at Himgiri Meeting Room, Ground Floor,
Baroda Corporate Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, to transact the following
business.
ORDINARY BUSINESS
1. To receive, adopt and consider the Annual Financial Statements for the financial year ended 31st March
2023 and Report of the Board of Directors, Auditors and Comments of the Comptroller and Auditor General
of India thereon.
2. To appoint a director in place of Ms. Kadagatoor Venkateshmurthy Sheetal (DIN 09409028), who is retiring
by rotation and being eligible, offers herself for re-appointment.
3. To consider and if thought fit, to pass with or without modifications, the following resolution as an
ORDINARY RESOLUTION:-
“RESOLVED THAT pursuant to Section 142 r/w 139(5) of the Companies Act, 2013, the Board of Directors of the
Company be and is hereby authorized to fix the remuneration of such Auditors of the Company, as may be
appointed/reappointed by the Comptroller and Auditor General of India (C&AG) for the financial year 2023-
2024.”
SPECIAL BUSINESS
4. Increase in Authorised Share Capital and consequent alteration of Memorandum of Association of

the Company
To consider and if thought fit, to pass with or without modifications, the following resolution as a SPECIAL
RESOLUTION:-
“RESOLVED THAT pursuant to the provisions of Section 61(1)(a), 64 and all other applicable provisions, if any, of
the Companies Act, 2013 (including any statutory modification (s) or re-enactment thereof, for the time being
in force) and the relevant rules framed there under and in accordance with the applicable provisions of the
Articles of Association of the Company, the consent of the members be and is hereby accorded to increase the
Authorized Share Capital of the Company from Rs.10,00,00,00,000/- (Rupees One Thousand Crores only) divided
into 1,00,00,00,000 (One Hundred Crores) equity shares of Rs.10/- (Rupees Ten only) each to Rs.20,00,00,00,000/-
(Rupees Two Thousand Crores only) divided into 2,00,00,00,000 (Two Hundred Crores) equity shares of Rs.10/-
(Rupees Ten only) each by the creation of additional 1,00,00,00,000 (One Hundred Crores) equity shares of
Rs.10/- (Rupees Ten only) each ranking pari passu in all respect with the existing equity shares of the Company.
RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and all other applicable provisions of
the Companies Act, 2013 and the relevant rules framed thereunder, the Capital Clause (Clause V) of the
Memorandum of Association of the Company is substituted with the following Clause V.
1
Quote
The Authorised share capital of the Company is Rs.20,00,00,00,000/- (Rupees Two Thousand Crores) divided
into 2,00,00,00,000 (Two Hundred Crores) equity shares of Rs. 10/- (Rupees Ten only) each with such right,
privileges and condition respectively attached thereto as may be from time to time conferred by the regulations
of the company with the power to increase or reduce the capital of the Company and to divide the shares in
the capital for the time being into several classes and to attach thereto respectively such preferential, qualified
or special rights, privileges or conditions as may be determined by or in accordance with the regulations of the
Company.
Unquote
RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company be and are hereby
severally authorized to do all such acts, deeds and things including filing of requisite Forms with Ministry of
Corporate Affairs, as may be deemed necessary to give effect to this resolution .”
5. Re-appointment of Shri Shailendra Singh as the Managing Director- CEO of the Company
RESOLUTION:-
“RESOLVED THAT pursuant to the provisions of Section 196,197 and 203 read with Schedule V and any other
applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel)Rules, 2014 (including statutory modification(s) thereto or re-enactment thereof
for the time being in force)and based on the recommendation of the Human Resources and Nomination &
Remuneration Committee (HRNRC) and the Board of Directors and pursuant to the Article 99 and 118 of the
Articles of Association of the Company, consent of the members be and is here accorded for re-appointment of
Shri Shailendra Singh (DIN 08751442), as the Managing Director and Chief Executive Officer (Key Managerial
Personnel) of the company for a tenure of 2 (two) years w.e.f 6th June 2023, not liable to retire by rotation, on
such terms and conditions as set out in the foregoing resolution and the explanatory statement annexed hereto
and the Pay and other emoluments/perquisites and Deputation allowance will be as applicable to officers of his
cadre i.e. currently Chief General Manager (CGM) in Bank of Baroda.
RESOLVED FURTHER THAT the Board be and is hereby authorised to alter and vary the terms and conditions of
the said appointment and/or remuneration in such a manner as may be agreed between the Board/HRNRC
and Shri Shailendra Singh, subject to limits specified under Section 197 read with Schedule V of the Companies
Act, 2013.
RESOLVED FURTHER THAT in event of no profits or inadequate profits, in any financial year, during the tenure
of Shri Shailendra Singh as the Managing Director-CEO, the existing remuneration or any revision thereof
as decided by the Board shall be paid to Shri Shailendra Singh and if the same requires approval from the
shareholders or any other authority as per Schedule V of the Companies Act, 2013, such approvals shall be
obtained as required.
RESOLVED FURTHER THAT the Board of Directors or any of its Committee be and is hereby authorised to do all
such acts, deeds, things, matters and take all such steps as may be necessary, proper or expedient to give effect
to the foregoing resolution.”
2
6. Appointment of Shri Sriraman Jagannathan as an Independent Non-executive Director of the

Company:
To consider and if thought fit, to pass with or without modifications, the following resolution as an
“RESOLVED THAT Shri Sriraman Jagannathan (DIN: 02936357), who was appointed by the Board of Directors
as an Additional Director (Independent Director Non - Executive Director) of the Company with effect from
December 29, 2022 and who holds office up to the date of this Annual General Meeting of the Company (‘AGM’)
in terms of Section 161 and other applicable provisions, if any, of the Companies Act, 2013(including any
statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as ‘the
Act’)and who is not disqualified to become a director under the Act and who is eligible for appointment as a
director and in respect of whom the Company has received a notice in writing from a Member under Section
160 of the Act proposing his candidature for the office of Director of the Company, being so eligible, be and is
hereby appointed as the Director of the Company;
RESOLVED FURTHER THAT based on the recommendation of the HR and Nomination and Remuneration
Committee, and pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of
the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and other applicable rules
made under the Act, read with Schedule IV to the Act and applicable regulations of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time
to time, (hereinafter referred to as ‘the Listing Regulations’), Shri Sriraman Jagannathan (DIN: 02936357),
who meets the criteria for independence as provided in Section 149 of the Act and the Listing Regulations
and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent
Director (Independent Director Non - Executive Director) of the Company, be and is hereby appointed as the
Independent Director (Independent Director Non - Executive Director) not liable to retire by rotation, for a
term of five consecutive years commencing from December 29, 2022 to December 28 2027, as set out in the
Statement pursuant to Section 102 of the Act annexed to this Notice;
7. Appointment of Shri Debadatta Chand as a Non-Executive Director of the Company:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any,
of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors)
Rules, 2014 and other applicable rules made under the Act, Shri Debadatta Chand (DIN: 07899346), who was
appointed by the Board of Directors as an Additional Director (Non - Executive Director) of the Company with
effect from March 16, 2023 and who holds office up to the date of this Annual General Meeting of the Company
(‘AGM’) in terms of Section 161 and other applicable provisions, if any, of the Companies Act, 2013(including
any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as ‘the
Act’)and who is not disqualified to become a Director under the Act and who is eligible for appointment as a
Director and in respect of whom the Company has received a notice in writing from a Member under Section
3
hereby appointed as the Non-Executive Director of the Company;
8. Appointment of Shri Joydeep Dutta Roy as a Non-Executive Director of the Company:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any,
of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors)
Rules, 2014 and other applicable rules made under the Act, Shri Joydeep Dutta Roy (DIN: 08055872), who was
appointed by the Board of Directors as an Additional Director (Non - Executive Director) of the Company with
effect from April 1, 2023 and who holds office up to the date of this Annual General Meeting of the Company
(‘AGM’) in terms of Section 161 and other applicable provisions, if any, of the Companies Act, 2013(including
any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as ‘the
Act’)and who is not disqualified to become a director under the Act and who is eligible for appointment as a
Director and in respect of whom the Company has received a notice in writing from a Member under Section
hereby appointed as the Non-Executive Director of the Company;
9. To amend the Articles of Association of the Company
RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 5 and 14 and all other applicable provisions of the
Companies Act, 2013, if any, read with Companies (Incorporation) Rules, 2014 (including any statutory
modification(s), or re-enactment thereof for the time being in force) and in accordance with the Securities and
Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023, the
consent of the shareholders/members be and is hereby accorded for the alteration of Clause 98 of the Articles
of Association of the Company and the revised Clause 98 be read as under:
QUOTE
98. (A) Subject to the provisions of the Act and rules made there under and relevant schedules, as may be
amended from time to time-
The Debenture Trustee shall have the right to nominate a person on the Board of the Company in terms of
Regulation 15(1)(e) of SEBI (Debenture Trustee) Regulations, 1993, who shall be appointed as a director by
the Issuer on its Board of Directors, at the earliest and not later than one month from the date of receipt of
nomination letter from the Debenture Trustee and the said Director shall be called Debenture Director.
4
(B) The number of Directors of the Company shall not be less than Four or such higher numbers as may be
permissible under the Act including the Debenture Director and Alternate Director (if any).
UNQUOTE
“RESOLVED FURTHER THAT any Director and/or the Key Managerial Person (KMP) of the company be and are
severally authorized to do all such acts, deeds and things as may be necessary or incidental to give effect to the
aforesaid resolution/s.

Sd/-
[Shri Debadatta Chand]
Date: 12.09.2023 (DIN: 07899346)
Registered Office:
Mumbai – 400 102
NOTES
A MEMBER ENTITLED TO ATTEND AND VOTE IN THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A Proxy form, in order to be effective, must be deposited at the registered office of the Company not less than
forty-eight hours before the commencement of the aforesaid meeting.
Members are requested to intimate to the Company, changes, if any, in their registered addresses, nomination,
power of attorney etc., at an early date, in case of shares held in physical form.
Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the
Registered Office of the Company on all working days, between 11.00 a.m. and 1.00 p.m. up to the date of the
Meeting.
The Explanatory Statement(s) pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Special
Business as set out above under Item no. 4 to 9 of the Notice are annexed hereto.
5
EXPLANATORY STATEMENT
[PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.]

ITEM NO. 4:
The Board of Directors at their meeting dated 3rd May 2023, approved the projections for the next 5 years
(FY24 – FY 28) vide Agenda no. 142/4C, to be circulated to potential investors via ICICI Securities, as a part of
the ongoing divestment project. While deliberating on this agenda item, the Board had also directed to place
these projections before the Board of the Parent Bank.
The 5 year projected financials, were based on assumptions of aggressively growing the credit card base and
loan book of BFSL. It was apprised vide this agenda, that this growth would require incremental capital to be
infused in the company to enable balance sheet growth and maintain regulatory capital adequacy ratios.
The total capital infusion, projected over the next 5 years, per this agenda was Rs. 1300cr, of which Rs. 300cr is
projected to be infused during FY 23-24.
The current Authorised Share Capital of BFSL is Rs.1,000 crores, of which the existing paid-up capital of the
Company is Rs.975 crores.
In view of the ongoing divestment process, which may involve issue of fresh shares to the incoming investors, as
well as in line projected equity infusions over the next few years to fund business growth, hence it is proposed
to increase the authorised share capital of the Company from Rs.1000 crores (consisting of 100 crore equity
shares of Rs.10/- each) to Rs.2000 crores (consisting of 200 crore equity shares of Rs.10/- each) by creation of
additional 100 crore equity shares of Rs.10/- each and alter clause V of the Memorandum of Association of the
Company to reflect the above change.
The Board of Directors recommends the resolutions as set out at Item No. 4 of the notice for approval of the
members as a Special Resolution.
None of the Directors, Key Managerial Personnel or their relatives are interested or concerned in the resolution.
ITEM NO. 5:
Shri Shailendra Singh was appointed as the Managing Director of the company for a period of three years with
effect from 06th June 2020, after obtaining due approval of the members of the company in their 26th Annual
General Meeting held on 28th September 2020. Accordingly, the present term of Shri Shailendra Singh expired
on 5th June 2023.
The Board in its meeting held on 31st July 2023, has approved the re-appointment of Shri Shailendra Singh as
the Managing Director of the company for a further period of two years on continuous basis w.e.f 06th June
2023. The Board has taken the decision of said re-appointment based on the recommendation of Nomination
and Remuneration Committee and subject to the approval of the members of the company.
Shri Shailendra Singh is not disqualified from being re-appointed as a Director or Managing Director in terms
of Section 164 of the Companies Act, 2013. He has communicated his willingness to be re-appointed and has
given his consent to act as Managing Director of the Company. He satisfies all the conditions as set out in the
Section 196 (3) of the said Act and Part-I of Schedule V thereof and hence, is eligible for re-appointment.
6
Shri Shailendra Singh, age 57 Years, has rich experience spreading over 20 + years of his illustrious career. Shri
Shailendra Singh is a BSc, MBA (Marketing) and PGDCA. He has been working with Bank of Baroda in various
roles since the last 25 years and have a good insight about the macro-economic environment of India.
It is proposed to seek Members’ approval for the re-appointment of and remuneration payable to Shri
Shailendra Singh are as under:
Tenure: Re-appointed for a period of 2 years effective from 6th June 2023 to 5th June 2025
Remuneration: Rs. 37,82,000/-
Perquisites: Rs. 7,00,000/-
Minimum Remuneration:
In event of no profits or inadequate profits, in any financial year, during the tenure of Shri Shailendra Singh as
the Managing Director & CEO, his existing remuneration or any revision thereof as decided by the Board shall
be paid to Shri Shailendra Singh and necessary approvals for the same shall be obtained.
Other terms and conditions:
The Pay and other emoluments/perquisites and Deputation allowance will be as applicable to officers of his
cadre i.e. currently Chief General Manager (CGM) in Bank of Baroda.
As required under Schedule V of the Companies Act, 2013, the additional detailed information on the Special
Resolution is as follows:
I. General Information:
(A) Nature of Industry Financial Service Sector
(B) Date or expected date of commencement of Business commenced in 1994, since the Company is
commercial production. into financial service sector, hence there is no date of
commercial production
(C) In case of new companies, expected date Not applicable
of commencement of activities as per project
approved by financial institutions appearing in
the prospectus.
(D) Financial performance based on given indicators Financial performance of last 2 years is as under:
(In Million) (In Million)
Turnover 8,658.37 4,956.01
Other Income 163.47 40.52
Profit before tax 18.61 (59.59)
Profit after tax (as 15.26 (104.29)
per Profit & Loss
Account)
Net Worth 9,823.54 2,809.48
(E) Foreign investments or collaborations, if any. There is no foreign investment or collaboration.
7
II. Information about the appointee:

(a) Background details Shri Shailendra Singh, age 57 Years, has rich experience
spreading over 20 + years of his illustrious career. Shri
Shailendra Singh is a BSc, MBA (Marketing) and PGDCA. He has
been working with Bank of Baroda in various roles since the
last 25 years.
(b) Past Remuneration The Remuneration* drawn by Shri Shailendra Singh during the
past two years is as follows:
Year Amount (in Rs.)
Bank of Baroda 01.04.2022 till 43,21,737
31.03.2023
Bank of Baroda 01.04.2021 till 29,59,985
31.03.2022
(c) Recognition or awards -
(d) Job profile and his suitability He is the Managing Director & CEO of the Company and
devotes whole time attention to management of the
Company’s affairs and exercises powers under the supervision
and superintendence of the Board of the Company.
(e) Remuneration proposed Rs. 37,82,000/- per annum and shall be equivalent to his
entitlements / pay grade in Bank of Baroda, from time to time
(f ) Comparative remuneration profile with Since Mr. Shailendra Singh has been deputed by our parent
respect to industry, size of the company, entity, the proposed remuneration is commensurate with his
profile of the position and person (in pay/other entitlements applicable to officers of his cadre in
case of expatriates the relevant details Bank of Baroda
would be with respect to the country of
his origin)
(g) Pecuniary relationship directly or indi- He does not have any pecuniary relationship directly or
rectly with the company, or relationship indirectly with the company except remuneration drawn as
with the managerial personnel or other the Managing Director, or relationship with the managerial
director, if any personnel or other directors of the Company
III. Other information

(a) Reasons of loss or inadequate profits Currently, the Company does not have inadequate profit; this
disclosure is for abundant precaution.
(b) Steps taken or proposed to be taken for Following steps taken by the Company for improvement:
improvement
- Increase in issuance of Credit Cards through aggressive
sales strategies
- Marketing Tie-ups with the reputed brands / institutes to
boost the BFSL Card brand.
- Enhancement of revenue lines benchmarked to peer
group
- Initiatives on Technology up-gradation for scaling Credit
Card Business
8
(c) Expected increase in productivity and As per the revised Business plan approved by the Board,
profit in measurable terms the Company aims to increase its credit card base through
aggressive sales strategies resulting in increased profitability
in the coming years.
Information pursuant to 1.2.5 of the Secretarial Standard on General Meetings (SS-2) regarding Managing
Director seeking re-appointment is provided at the end of this Explanatory Statement and forms part of this
Notice.
The Board of Directors recommends the resolution pertaining to Shri Shailendra Singh’s re-appointment and
remuneration set out at Item No. 5 of the notice for approval of the members as a Special Resolution.
Except, Shri Shailendra Singh, being the appointee himself, no Directors, Key Managerial Personnel or their
relatives are interested or concerned in the resolution.
ITEM NO. 6:
Shri Sriraman Jagannathan (DIN: 02936357) was appointed by the Board of Directors as an Additional Director
(Independent Director Non - Executive Director) of the Company with effect from December 29, 2022 to hold
office upto the date of the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act,
2013 (“the Act”). The Company has received notice in writing from a Member under Section 160 of the Act,
proposing his candidature for the office of the Director of the Company.
Shri Sriraman Jagannathan (DIN: 02936357) aged about 57 years has a Post graduate Diploma in Management
from IIM- Ahmedabad and Bachelor of Technology from IIT Delhi, has vast expertise of over 30 years in
leadership experience in consumer banking and digital financial services for. He was formerly associated with
Amazon Pay, IDFC Bank, Bharti Airtel and Citibank.
Mr. Jagannathan started his career in 1989 with CitiBank as Project Manager. He drove Visa/ Mastercard
acquiring & issuance programs. He moved to NICL South which is now part of eServe as Chief Executive Officer
where he was involved in BPO Venture between Citibank and MGF that provided him experience in Business
Management.
Mr. Jagannathan had acquired experience in structuring transactions, negotiations with institutional investors,
developing new methodologies with rating agencies, and co-creating with legal counsel and regulators. He
led the development of securitisation laws in India and listed the first asset backed security on the National
Stock Exchange.
He has also set up and scaled the Payments and Financial Services in India to support the growth of Amazon’s
businesses. He has built a wallet, reduced friction in payments, created BNPL capabilities to enhance affordability
and created insurance as category to expand sales and also partnered on fintech investments. His association
with the company will undoubtedly prove to be an advantage to our organization.
Mr. Sriraman Jagannathan has provided his consent to act as a Director of the Company and has given a
declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the
Companies Act, 2013. In the opinion of the Board, Mr. Sriraman Jagannathan fulfills the conditions specified in
the Act and the Rules made there under for appointment as Independent Director and he is independent of the
management. The Board, based on the recommendation of the Nomination and Remuneration Committee,
9
recommends his appointment as Independent Director for a term of five years from 29th December 2022 to
28th December 2027.
The Company has received a consent letter to act as a Director in the prescribed form DIR-2 pursuant to
Section 152 of the Act and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules
2014, Letter of intimation in the prescribed form DIR-8 pursuant to Section 164 of the Act and Rule 14 of
Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified to
become director under the Act and Declaration that he meets the criteria of independence as provided under
Section 149 of the Act read with the applicable regulations of the SEBI ((Listing Obligations and Disclosure
Requirements) Regulations as amended.
The Board of Directors considers that Shri Sriraman Jagannathan’s knowledge and experience would be of
immense benefit to the Company. Accordingly, the Board of Directors recommends the ordinary resolution as
set out at Item no. 6 of this Notice in relation to the appointment of Shri Sriraman Jagannathan an Independent
Director, for the approval by the Members of the Company.
Information pursuant to 1.2.5 of the Secretarial Standard on General Meetings (SS-2) regarding Director
seeking appointment is provided at the end of this explanatory statement and forms part of this notice.
None of the Directors, Key Managerial Personnel of the Company or their relatives, other than Shri Sriraman
Jagannathan, himself, is concerned or interested, financially or otherwise, in the resolution set out at Item No.
6 of the Notice.
ITEM NO. 7:
Shri Debadatta Chand (DIN: 07899346) was appointed by the Board of Directors as an Additional Director
(Non - Executive Director) of the Company with effect from March 16, 2023 to hold office upto the date of the
ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013 (“the Act”). The Company
has received notice in writing from a Member under Section 160 of the Act, proposing his candidature for the
office of the Director of the Company.
Shri Debadatta Chand is also appointed as Managing Director & CEO of Bank of Baroda and assumed charge
on 1st July, 2023. Shri Chand has over 29 years of experience in the banking & financial services industry,
Prior to his appointment as MD & CEO, Shri Chand served as the Executive Director at Bank of Baroda where he
was overseeing Corporate & Institutional Credit, Corporate & Institutional Banking, Treasury & Global Markets,
Mid-Corporate Business and Trade & Foreign Exchange. In addition, he had also successfully overseen the
International Banking Business, Domestic Subsidiaries/Joint Ventures, Wealth Management, Capital Markets,
NRI Business as well as key platform functions such as HRM, Finance & Planning, Risk Management, Audit
& Inspection, Credit Monitoring, Collections, Legal, Compliance, Learning & Development, Disciplinary
Proceedings, Information Security and Estate Management & Security at the Bank.
Shri Chand began his career in 1994 as an Officer at Allahabad Bank and later worked as a Manager at the
Small Industries Development Bank of India (SIDBI) from 1998 to 2005. In 2005, he joined Punjab National Bank
(PNB) as Chief Manager and steadily progressed to the position of Chief General Manager. During his over 15-
year tenure at PNB, he held various roles, including Head of the Zonal Audit Office in Patna, Circle Head of the
Bareilly Region, Head of Integrated Treasury Operations, and Head of the Mumbai Zone.
10
Shri Chand also currently serves on the Boards of BOB Capital Markets Ltd., India Infradebt Limited, BoB
Financial Solutions Limited, Bank of Baroda (Tanzania) Ltd., Bank of Baroda (Uganda) Ltd. and Bank of Baroda
(Kenya) Ltd. Previously, he served on the Boards of PNB Principal Mutual Fund and SWIFT India Pvt. Ltd. as
nominee director of Punjab National Bank.
He holds a B. Tech. degree, an MBA, and CAIIB qualification. Additionally, Shri Chand has a PG Diploma in Equity
Research and is a Certified Portfolio Manager.
The Company has received a consent letter to act as a Director in the prescribed form DIR-2 pursuant to Section
152 of the Act and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules 2014 and
Letter of intimation in the prescribed form DIR-8 pursuant to Section 164 of the Act and Rule 14 of Companies
(Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified to become
director under the Act.
The Board of Directors considers that Shri Debadatta Chand’s (DIN: 07899346) knowledge and experience
would be of immense benefit to the Company. Accordingly, the Board of Directors recommends the ordinary
resolution as set out at Item no. 7 of this Notice in relation to the appointment of Shri Debadatta Chand (DIN:
07899346) as a Non-Executive Director, for the approval by the Members of the Company.
None of the Directors, Key Managerial Personnel of the Company or their relatives, other than Shri Debadatta
Chand, himself, is concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of
the Notice.
ITEM NO. 8:
Shri Joydeep Dutta Roy (DIN: 08055872) was appointed by the Board of Directors as an Additional Director
(Non - Executive Director) of the Company with effect from April 1, 2023 to hold office upto the date of the
ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013 (“the Act”). The Company
has received notice in writing from a Member under Section 160 of the Act, proposing his candidature for the
office of the Director of the Company.
Shri Joydeep Dutta Roy (DIN: 08055872) has an experience in the Banking Sector for around 25 years and
joined Bank of Baroda in the year 1996.
During his long career in the Bank, he has handled a variety of functions in the Bank, across levels and has
been instrumental in spearheading and successfully implementing many projects and initiatives for the
Bank viz. Business Process Re-engineering Project - Project Navnirmaan, Project Udaan, a comprehensive HR
Transformation Project called SPARSH, customised long-term Leadership Programs like We-Lead, the Bank’s
Digital PMS tool called Baroda – GEMS, etc.
After completing very successful stints in the Bank as the Head of HR, Regional Head of Bank’s Dehradun
and Bareilly Regions, Head of Integration at the time of amalgamation of erstwhile Dena and erstwhile Vijaya
Banks with Bank of Baroda, he was elevated to the position of Chief General Manager and was posted in the
Office of the MD & CEO of the Bank. As a Chief General Manager, he was in charge of strategy formulation &
implementation in the Bank and for conducting Bank level and Vertical level reviews apart from managing the
11
Subsidiaries & Joint Ventures of the Bank. He has been driving a Bank-wide transformation project called BOB-
NOWW that was initiated in view of changed imperatives and push towards digitalisation, post the pandemic.
As Executive Director in Bank of Baroda, he currently manages the Operations function of the Bank besides the
futuristic BOB-NOWW project, IT, Finance, Wealth Management and the Digital functions of the Bank. He has
earlier held charge of the Risk, Compliance, Audit, HR, Credit Monitoring and Collections functions of the Bank
as the ED incharge, with great success.
He is also the non-executive Chairman on the Board of “Baroda BNP Paribas Asset Management India Pvt. Ltd.”
and a Director on the Boards of “India First Life Insurance Company Limited”, “Bank of Baroda (UK) Limited” and
“Bank of Baroda (Botswana) Limited”. His previous directorship assignments have been on the Boards of “The
Nainital Bank Ltd.”, “Baroda Global Shared Services Ltd.” and “Bank of Baroda (Tanzania) Ltd.”
Shri Joydeep holds an Honours degree in Economics from Delhi University, besides being a law graduate and
an MBA from the Narsee Monjee Institute of Management Studies in Mumbai.
The Company has received a consent letter to act as a Director in the prescribed form DIR-2 pursuant to Section
152 of the Act and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules 2014 and
Letter of intimation in the prescribed form DIR-8 pursuant to Section 164 of the Act and Rule 14 of Companies
(Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified to become
director under the Act.
The Board of Directors considers that Shri Joydeep Dutta Roy’s (DIN: 08055872) knowledge and experience
would be of immense benefit to the Company. Accordingly, the Board of Directors recommends the ordinary
resolution as set out at Item no. 8 of this Notice in relation to the appointment of Shri Joydeep Dutta Roy (DIN:
08055872) as a Non-Executive Director, for the approval by the Members of the Company.
None of the Directors, Key Managerial Personnel of the Company or their relatives, other than Shri Joydeep
Dutta Roy, himself, is concerned or interested, financially or otherwise, in the resolution set out at Item No. 8
of the Notice.
ITEM NO. 9
According to SEBI Notification dated 2nd February 2023 read with Securities and Exchange Board of India (Issue
and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 and SEBI Circular Letter SEBI/HO/
DDHS/POD1/P/CIR/2023/112 dated 04th July 2023 that was issued to Issuers who have listed and/ or propose
to list debt securities; and all Debenture Trustees registered with SEBI, pursuant to Regulation 23(6) of the SEBI
(Issue and Listing of Non-Convertible Securities) Regulations, 2021, an issuer which is a company under the
Companies Act, 2013 shall ensure that its Articles of Association requires its Board of Directors to appoint the
person nominated by the debenture trustee(s) in terms of clause (e) of sub-regulation (1) of regulation 15 of
the SEBI (Debenture Trustees) Regulations, 1993 as a Director on its Board of Directors.
Further the issuer whose debt securities are listed as on the date of publication of the Securities and Exchange
Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 in the official
gazette, shall amend its Articles of Association to comply with this provision, on or before September 30, 2023.
12
In view of the aforesaid, the Company is required to amend its Articles of Association to include the said
amendment. Pursuant to Section 14 of the Companies Act, 2013, any amendment in the Articles of Association
of the Company shall require approval of the members by passing special resolution.
Thus, the Board of Directors recommends the resolutions as set out at Item No. 10 of the notice for approval of
the members as a Special Resolution.
None of the Directors, Key Managerial Personnel or their relatives are interested or concerned in the resolution.

Sd/-
Date: 12.09.2023 (DIN: 07899346)
13
Information pursuant to 1.2.5 of the Secretarial Standard on General Meetings (SS- 2) regarding Directors
seeking appointment/re-appointment.
Particulars Ms. Kadagatoor Shri Shailendra Shri Sriraman Shri Deba- Shri Joydeep
Venkateshmur- Singh Jagannathan datta Chand Dutta Roy
thy Sheetal
Age 54 years 57 years 57 years 52 years 51 years
Qualification B.E Computer Sci- BSc, MBA (Market- PGDM (IIM-A), B.Tech, MBA, BA (Hons in
ence, CISA ing) PGDCA and B.Tech (IIT-D) CAIIB Economics),
JAIIB. Diploma in
PMIR, LLB and
MBA
Experience She has teaching He has been work- He has experi- He has 28 He has been
experience of 8 ing with Bank of ence of over 30 years of ex- working with
Baroda in various-
years in various years in Banking perience in Bank of Baroda
roles since the last
subjects of Tech- & Financial Ser- Commercial for around
22 years
nology, C++, Micro vices Banks and 25 years since
processor,etc and Development 1996
over 22 years with Financial In-
Bank of Baroda in stitutions.
various projects
like implemen-
tation of various
Digital Payment
Products project
including ATM
Switch and Debit
Cards, Mobile
banking, Internet
banking, IMPS, UPI
prepaid cards, etc.
Terms and As approved by As approved by As approved by As approved As approved
conditions of the Board in its the Board in its the Board in its by the Board by the Board
appointment meeting dated meeting dated meeting dated in its meet- in its meet-
or re-appoint- 10.02.2022 04.06.2020 27.01.2023 ing dated ing dated
ment
03.05.2023 03.05.2023
Last drawn re- NA Rs.43,21,737 NA NA NA
muneration
Date of first 10.02.2022 06.06.2020 27.01.2023 03.05.2023 03.05.2023
appointment
on Board
14
thy Sheetal
No. of Shares NIL 100 equity shares NIL NIL NIL
held
Relationship Not Related Not Related Not Related Not Related Not Related
with Directors,
Managers and
KMPs
Number of 6 7 1 NA NA
Board Meet-
ing attended
during FY
2022-23
Other Direc- NA NA NA Bank of Baro- Indiafirst Life
torship da (Kenya) Insurance
Limited Company Lim-
ited,
Baroda Bnp
Paribas Asset
Management
India Private
Limited,
National E-
Governance
Services Lim-
ited
15
thy Sheetal
Chairman / NA NA NA Chairman and Indiafirst Life
Member of Non-Execu- Insurance
the Commit- tive Director Company:-
tees of Boards Member in Au-
of other dit Committee,
companies Investment
Committee,
Risk Manage-
ment Com-
mittee, Cor-
porate Social
Responsibility,
Policyholder’s
Protection
Committee.
Baroda BNPP
AMC: - Mem-
ber in Audit
Committee,
Nomination &
Remuneration
Committee,
Board, Risk &
Compliance
Committee.
16
DIRECTORS’ REPORT
TO THE MEMBERS
Financial Statements for the Financial Year ended 31st March, 2023.
CORPORATE OVERVIEW:
issuance. It also provides support to Bank of Baroda by supporting its Merchant Acquiring Operations.
FY 2022-23 was a transformative year for the Company on its operational metrics and financial parameters,
coupled with various collaborative partnerships, which had led to the Company being recognized as a smart
and agile credit card issuer. Despite regulatory and business-related challenges, the Company continued to
grow its new customer acquisition and cards in force, spends and market share. The Company’s performance
and results were revolutionary in context of the eco-system of its evolution, rapid pace of growth over the last
couple of years and strategy, driving the Company to reposition, rebrand and recreate itself. The Company had
been driving to build synergy with the parent Bank resulting in transformative changes within the Company.
The Commercial Papers issued by the Company had received rating of CRISIL A1+ from CRISIL and IND A1+
from India Ratings. During FY 2022-23, the Company also issued Unsecured Tier II Debentures which are listed
on the BSE Limited (“BSE”) and have been rated ‘AAA Stable Outlook’ and ‘ICRA AAA with Stable Outlook’ by
India Ratings and ICRA Limited.
FINANCIAL HIGHLIGHTS FOR FY2022-23:
The Financial Performance of the Company for the year ended 31st March 2023 was as under
(Amount in ₹ Millions)
Profit / (loss) before Tax 18.61 (59.59)
Tax expenses 3.35 (44.70)
Profit / (loss) after Tax 15.26 (104.29)
CRAR 30.54% 17.86%
EPS (Rs.) 0.03 (0.41)
3 Total revenue for FY 2022-23 increased by 76.56% to around ₹ 8821.84 million as against ₹ 4996.53 million
in the preceding FY 2021-22 primarily driven by increase in interest income and fee income on the back of
increase in credit card base and the spends.
17
3 Total expenses at ₹ 8803.23 million increased by 74.11% as compared to ₹ 5056.12 million in the preceding
FY 2021-22 on account of increase in operating expenses and finance cost mainly due to increase in credit
card business.
PERFORMANCE OVERVIEW [FY 2022-23]:
Credit Card Business:
Increase in revenue in Credit card business to ₹ 7985.96 million from ₹ 3596.11 million mainly driven by higher
income on the back of higher card base.
Merchant Acquiring Operations:
Decrease in revenue in Merchant acquiring business to ₹ 824.63 million from ₹ 1287.21million mainly due to
handover of Merchant acquiring operations to the Parent Bank.
Management Discussion and Analysis Report for the year ended 31st March 2023, as prescribed under the
extant Master Directions-Non Banking Financial Company – Systemically Important Non-Deposit taking
company and Deposit taking company (Reserve Bank) Directions, 2016 read with SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the annual
report.
Capital Adequacy & Liquidity
As per the Capital Adequacy norms issued by the RBI, Company’s capital to risk ratio consisting of Tier I and
Tier II capital should not be less than 15% of its aggregate risk weighted assets on balance sheet and or risk
adjusted value of off-balance sheet items. As on March 31, 2023, Company CRAR was 30.54% compared to
17.86% as of March 31, 2022.
The Tier I capital in respect of an NBFC-ND-SI, at any point of time, is required to be not less than 10%. Company’s
Tier I capital was 25.49% as of March 31, 2023 compared to 13.03% as of March 31, 2022.
SHARE CAPITAL:
During FY 2022-23, the Company had increased its authorized share capital from ₹400 crores to ₹1000 crores.
The Company’s issued, subscribed, and paid-up equity share capital was increased from ₹275 crores to ₹ 975
crores by issuance of further 70 crores equity shares of Rs.10/- each by way of rights issue during the year.
RESERVES:
The Company had created statutory reserve pursuant to section 45IC of the Reserve Bank of India Act, 1934 by
transferring amount not less than 20% of its net profit every year as disclosed under Statement of Profit and
Loss and before any dividend. During FY 2022-23, the Company had appropriated ₹ 4.65 million towards the
statutory reserve (Previous year: Nil)
18
DIVIDEND:
With a view to conserve internal resources and meet the growth and transformation initiatives, your Directors
do not propose to recommend any dividend during FY 2022-23.
DEPOSIT:
The Company had neither invited nor accepted any deposits from the public during FY 2022-23 and has no
plans in near future. Prior approval of RBI will be obtained for acceptance of deposits, if any, in future.

ACT, 2013:
During FY 2022-23, the Company had not given any loans or guarantees to any other body corporate.
There had been no change in the nature of business of the Company during FY 2022-23.
No adverse material changes have occurred or commitments made after 31st March, 2023 which may affect the
financial position of the Company or require disclosure.
MAJOR INITIATIVES TAKEN:
3 FY 2022-23 was a year of significant growth for the Company. As per RBI data, the Company growth rate
was higher than the industry, both in terms of number of credit cards and spends. The Company was the
8th largest issuer of credit cards in India as on March 2023.
3 The Company also doubled its acquisition of new credit cards in FY 2022-23 by issuing almost 1.2 million
credit cards (compared to 0.5 million credit cards issued in FY 2021-22). The Company was consistently
featured among the Top 10 issuers during the year.
3 Retail spends too, more than doubled compared to FY 2021-22, clocking approximately ₹ 17,300 crores
(compared to ₹6,900 crores in FY 2021-22).
The Company further cemented its two-pronged growth strategy (of BoB customers on one side and key
partnerships on the other) by entering into co-brand partnerships with both large and trusted organizations
including exclusive partnerships with Defence Forces (Army, Assam Rifles and Coast Guard), HPCL and
Snapdeal. The Company launched co-branded credit cards within the BoB ecosystem, with Nainital Bank and
the 3 Regional Rural Banks sponsored by Bank of Baroda. The Company also launched Vikram, a credit card for
police and paramilitary personnel and Empower, a credit card for the self-employed customers.
19
The Company also launched multiple customer communication initiatives for encouraging card usage as well
as enhancing customer engagement. This was especially important in the light of regulatory mandates around
activation of new credit cards and usage of vintage cards.
With focus on leveraging the parent Bank’s distribution strength while building its own, the Company
continued to invest both in human resources as well as points of presence, to effectively align with all the
Zones and Regions of Bank of Baroda.
Technology
The Company made significant progress in its technology initiatives to strengthen its technology and data
security capabilities and emerge as a leading digital player among the various credit card issuers. Some of the
key enablers accomplished during FY 2022-23 are enumerated below:
Customer-centric
3 Digital onboarding using TABIT and DIY helped the Company achieve 95% digital acquisition
3 Launched Mobile App on Android and IOS in July 2022.
3 Launched Insta Money in Sept 2022 to provide Cash out to bank accounts within the credit limit. Automated
process offering additional cards helped to increase the CIF.
3 Induced daily spending through Card Control Limit Frequency – Option through self-serve options on the
portal and mobile app to set the frequency to reset the limit daily/ monthly.
3 Operationalized BCP site and CSC setup in Gurugram, Haryana and other 7 locations.
3 Developed close loop programs beginning with Integration with Red Giraffe for Corporate rental payments.
Compliance
3 Introduced Simplified OTP-based Consent capturing solution to manage customer activation as per new
RBI guidelines.
3 Completed SI Hub integration to comply with RBI’s guidelines for e-mandates.
Internal/ automation initiatives
3 Automated RBI Master Direction-related processes in-house rather than buying expensive solutions.
Payment file processing and payment recon automation helped increase productivity and improve TAT
3 Facilitated Technological interventions to reach out to customers through various modes to retain/
activate, especially for the base who had not activated their card within 30 days from issuance or had not
their used cards in the last 1 year and were due for closure as per extant RBI Guidelines apart from various
activation campaigns.
3 Simplified data analysis through Qlik Sense Dashboards - Interactive MIS and assisted in making informed
business decisions.
20
3 Introduced 24X7 synthetic monitoring of critical applications thereby helping improve uptime.
Recovery Management
The Company also had a robust collection mechanism, supported by technology infrastructure and analytics
for optimized performance. It had further added significant collections capabilities in the field of skip
tracing, credit bureau integration and legal litigation for account resolution. Some of the key achievements
accomplished during FY 2022-23 are enumerated below:
3 Leveraged technology to send billing statements by e-mail and also notifications using Mobile App,
WhatsApp for Business, IVR, Chatbots and also send text messages of statement generation, amounts due
and due date for better reach.
3 Initiated contact with cardholders by collections personnel if payment due date was missed.
3 Collection scorecards tailored to cardholder behaviour were maintained to estimate their propensity to
pay.
FY 2022-23 was a watershed year for the Company in the field of NPA recovery, with recoveries exceeding
₹ 104 cr which was double the NPA recoveries of previous year, even though fresh slippages increased relatively
lower by 47%. This metric has safely assured that the toxic effect of the COVID induced stress on the asset
quality is well and truly behind us, and the foundation for a good quality portfolio can be built at scale.
NPA & Risk Management
The Company built an advanced and robust risk management infrastructure and fortified by its data analytics
and digital capabilities. Some of the key achievements accomplished during FY 2022-23 are enumerated
below:
3 Evaluated multiple attributes for every credit decision including application variables, banking performance
with the parent Bank, credit bureau and demographic variables as well as underlying verifications.
3 Deployed behavioral scorecards for limit enhancement, loan on card and product upgrade programs.
3 Possessed a large database of (existing and historical) demographic and socio-economic cardholder data,
derived from numerous transactions. The database facilitates in-depth analysis of card user propensities
and future performance modelling. This, along with data from credit bureau and other sources, is analysed
to generate underwriting scorecards, proactively mitigating risks and reducing losses and delinquencies.
3 Developed models to accurately estimate risk for new-to-credit and new-to-card customers who have
a credit history and account for a large section of the population. They are expected to be key growth
drivers for India’s credit card market.
3 Segmented Expected Credit Loss (ECL) models using modelling, which are Ind-AS compliant and took
into consideration economic indicators in portfolio stress-testing models basis its learnings from the any
macroeconomic headwinds coming our way.
3 Initiated Legal proceedings under Sec. 25 and Arbitration for hastening the recoveries from existing NPA
and write-off portfolio.
21
Customer Service:
The Company continued to have its core focus area on Service delivery excellence to maintain its relationship
with the customers. With clear intent to emerge as a customer-centric organization, the Company revisited and
revised its internal policies and processes to increase their efficiency and adopted latest technology solutions
to revolutionize its Customer Experience standards.
With a vision to create bespoke customer experience across touchpoints through smart adoption of technology,
the Company ensured that the human element of service is not compromised.
The Company embraced the multipronged approach of:
3 Customer Engagement through proper tracking and managing customer journey in delivering superior
experience
3 Customer Experience upliftment through processes and innovation on doing better every time
3 Service Agent empowerment through better decisioning by way of providing real time information at the
click of a button
3 Measurable service parameters to ensure accountability and focus on continuous improvements on both
qualitative and quantitative aspects
Initiatives Undertaken: -
3 Set up Local Level Customer Support Centres identified Zonal locations to service local customers, Bank of
Baroda Branches and Sales teams.
3 Reconstituted a Standing Committee on Customer Service with quarterly meetings to review customer
service standards.
3 Introduced WhatsApp as an additional channel for customer communication and engagement.
3 Integrated additional Credit Card services on Bank of Baroda Mobile App “BoBWorld“ with options to
view card details, view transactions, manage card controls, real time payment updation and many other
services as a one stop service solution to the customers.
3 Facilitated customers with feature to set/reset card limit frequency i.e.daily/ monthly for refreshing OTB
limit as per their choice.
3 Restructured Grievance Redressal Mechanism for quick resolution of customer grievances with improved
TAT.
3 Resolved 95% of customer Query/Request/Complaint within defined TAT.
3 Extended DIY services on IVR to reduce dependency on human associates and queue wait time.
3 Enabled Verified Business Caller ID on outbound calling numbers for improving call connect rate and
re-building customer confidence on genuineness of caller.
22
The Company continued to aspire delighting the customers with various automated & DIY solutions for a quick
turn around time for various types of customer Queries / Request fulfilment.
Marketing:
Marketing strategy of the Company in FY 2022-23 was focused on putting in full display the Company’s brand
motto “Curate Credit for Everyone” while remaining focused on our “Digital-first” vision. As our country entered
the “New Normal” phase looking at digital-first services, the Company also focused on becoming more digitally
empowered. The Company launched 24*7 self-servicing with “bobcard” mobile app and remained agile in
providing 100% digital application process for all its products along with giving more alluring shopping offers,
both offline & online. Some of our key initiatives in FY 2022-23 were:
3 Deployed multiple formats of communications - Film-based brand campaign “Naye Bahaane” was launched
covering the festive sentiments with contextual conversations running across various social media posts.
For HPCL, IRCTC, and other retail cards, print media was also leveraged along with digital signage for
HPCL in association with BoB. For festive promotion too, print ad in leading newspaper was published.
The Company also participated in ‘Countdown to Budget 2023’ event by Hindu Business Line as key brand
sponsor and showcased our brand motto ‘Credit for Everyone’ through an appealing video presentation.
3 Conceptualized 10 product launches with appealing marketing propositions and promoted through
all organic & paid channels. Launched HPCL ENERGIE for everyday commuters and road enthusiasts,
SNAPDEAL BOB for online fashion & lifestyle shopping, UNNATI for empowering our farmers, Defence
cards (Indian Army YODDHA, Indian Coast Guard RAKSHAMAH, Assam Rifles SENTINEL and VIKRAM card)
to salute and offer travel & lifestyle privileges to our defense personnel, PRAGATI for RRBs to support
everyday needs of people in Gujarat/Rajasthan/UP areas, EMPOWER to support business aspirations of
corporates and RENAISSANCE to provide credit solutions to Nainital bank customers.
3 Conducted extensive digital promotions for seamless card servicing support available to customers via
bobcard mobile app, via PR story, Launch AV, Email, Website, WhatsApp, SMS, & Social Media.
3 Launched Festive Shopping Rewards 2.0 during the festive months of September to November 2022,
promoting 100+ offers on online, in-store & Smart EMI shopping.
3 Launched a distinctive brand musical identity to evoke brand recognition & connect beyond the regular
business reasons and is now in use as background score for all branded video content.
3 10K+ offer communications on 50+ spend categories were altogether in the year, via various brand
channels – Social, Email, Website, SMS & WhatsApp.
3 Product welcome lifecycle campaigns via Email, WhatsApp & SMS brand channels were introduced to
reiterate product benefits & push early activation.
3 Integrated product awareness & acquisition campaign across all brand channels & partner channels for
HPCL, Snapdeal & IRCTC cards was launched. LTF offer on Easy, Select & Premier cards was also promoted
under ‘Always-on’ content bucket.
3 Launched first-of-its-kind proposition ‘BoB RG Pay’ for Corporate Card customers.
23
3 Supported RBI initiative of creating awareness for safe digital payments and fraud awareness customer
communications.
3 Launched Additional Card & Instant Money propositions to push card acquisition and spend numbers,
respectively.
At the last Annual General Meeting of the Company, held on 28th September, 2022, the members had approved
the re-appointment of Shri Purshotam (DIN 08504005) who was retiring by rotation and offered himself for re-
appointment.
l Shri Vikramaditya Singh Khichi (DIN 08317894) resigned as Nominee Director of the Company w.e.f from
31stJuly, 2022 due to his superannuation from the services of Bank of Baroda. The Board recorded its
appreciation for the valuable services rendered by Shri Vikramaditya Singh Khichi during his tenure as
Nominee Director of the Company and expressed its gratitude for the same.
l Shri Sharad Sarin (DIN 00024446) resigned as an Independent Director of the Company w.e.f from 29th
September, 2022 after completion of his tenure. The Board recorded its appreciation for the valuable
services rendered by Shri Sharad Sarin during his tenure as an Independent Director of the Company and
expressed its gratitude for the same.
l Shri Sriraman Jagannathan (DIN 02936357) had been appointed as an Additional Director (Non-Executive
Independent) of the Company w.e.f 29th December, 2022 by the Board of Directors vide circular resolution
dated 29th December, 2022.
l Shri Debadatta Chand (DIN 07899346), was appointed as an Additional Nominee Director with effect from
16thMarch, 2023 by the Board of Directors vide circular resolution dated 16thMarch, 2023.
In terms of section 203 of the Companies Act 2013, the details of KMPs as at 31/03/2023 are as under:-
Name Designation
24
BOARD OF DIRECTORS:
A. Board Meetings
The Board met at least once in every quarter. Notices of the meetings were sent well in advance along with
a detailed agenda and supporting documents. 7 Board Meetings were held during FY 2022-23.

1 April – June April 28, May 4, May 18, & June 22, 2022
2 July – September July 25, 2022
3 October – December November 2, 2022
4 January – March January 27,2023
B. Directors Details:
The Composition and other required details of the Board of Directors including their attendance as on
March 31, 2023 are given below:
Sr. Name of Director Director Capacity/ DIN No. of meetings No. of other Remuneration No. of shares
no. since Designation Directorship held in &
convertible
Held Attended
instruments
held in NBFC
1 Shri Sanjiv Chadha 01.05.2020 Nominee 08368448 7 6 7 Salary: Nil -
Non-Executive Sitting fees: Nil
Director Commission: Nil
2 Ms. Kadagatoor 01.12.2021 Non- Executive 09409028 7 6 0 Salary: Nil -
Venkateshmurthy Director Sitting fees: Nil
Sheetal Commission: Nil
3 Shri Sanjay Kao 17.01.2022 Independent 09447175 7 7 1 Salary: Nil -
Non-Executive Sitting fees:Rs.4,40,000
4 Shri Sriraman 29.12.2022 Independent 02936357 1 1 0 Salary: Nil -
Jagannathan Non-Executive Sitting fees:Rs.80,000
5 Shri Shailendra Singh 06.06.2020 Managing 08751442 7 7 0 Salary:Rs.43,21,737 100 equity
Director & CEO Sitting fees: Nil shares
Commission: Nil
6 Shri Debadatta 16.03.2023 Nominee 07899346 0 0 5 Salary: Nil -
Chand Non-Executive Sitting fees: Nil
25
Details of change in composition of the Board during the financial year 2022-23:
Sl. Name of Director Capacity (i.e., Nature of change Effective date

No. Executive/ Non- (Resignation,
Executive/ Chairman/ Appointment)
Promoter / Nominee/
Independent)
1. Shri Vikramaditya Singh Non-Executive Director Resignation 31.07.2022
Khichi
2. Prof. Sharad Sarin Independent Non- Cessation 29.09.2022
Executive Director
3. Shri Sriraman Jagannathan Independent Non- Appointment 29.12.2022
Executive Director
4. Shri Debadatta Chand Nominee Non-Executive Appointment 16.03.2023
Director
5. Shri Purshotam Non-Executive Director Resignation 31.03.2022
During the year, none of the Independent Director resigned before expiry of their tenure and none of the
Directors are inter-se related to each other.
terms of reference of the Board Committees are determined by the Board from time to time. Meetings of
each Board Committee are convened by the respective Committee Chairperson. Matters requiring the Board’s
attention/approval, as emanating from the Board Committee Meetings, are placed before the Board by the
respective Committee’s Chairperson. The role and composition of these Committees, including the number of
meetings held during FY 2022-23 and the related attendance, are provided below.
The Audit & Risk Management Committee of the Board is inter alia responsible for (including terms in
1. Recommending the appointment, remuneration and terms of appointment of auditors of the

company;
2. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
3. Examining the financial statements and the auditors’ report thereon;
4. Approving and / or subsequently modifying / ratifying transactions of the company with related
parties;
5. Scrutinizing inter-corporate loans and investments of the Company;
26
6. Valuing undertakings or assets of the company, wherever necessary;
7. Evaluating internal financial controls and risk management systems;
8. Monitoring the end use of funds raised through public offers and related matters;
9. Overseeing the establishment of vigil mechanism;
10. Ensuring that an Information System Audit of the internal systems and processes is conducted at least
once in two years or such other frequency as may be prescribed to assess operational risks faced by
the Company;
11. Monitoring of internal audit of all outsourced activities by the Company;
12. Formulating the scope, functioning, periodicity and methodology for conducting the internal audit,
in consultation with the internal auditor;
13. Evaluating potential external/internal threats/risks (existing or likely) to the Company;
14. Reviewing and monitoring the implementation of various risk measures;
15. Reviewing the functions of Risk Management Department;
16. Taking decisions on matters as may be referred to it from time to time by the Board;
The constitution of Audit & Risk Management Committee during the year 2022-23 and attendance of each
member of the Committee is as under: -
Sr. Name of Director Member of the Capacity Number of meetings of No. of

no. Committee the Committee shares
since Held Attended held in
NBFC
1. Shri Sanjay Kao 07.01.2022 Chairperson 5 5 -
2. Shri Sharad Sarin* 22.03.2018 Member 2 2 -
3. Shri Sriraman 04.01.2023 Member 1 1 -
Jagannathan#
4. Shri Purshotam 07.12.2020 Member 5 5 -
* Shri Sharad Sarin ceased to be a Director of the Company w.e.f 29/09/2022 and consequently as a member of
the ARMC
#Shri Sriraman Jagannathan was appointed as a member of the ARMC w.e.f 29/12/2022
5 meetings of the said Committee were held during FY 2022-23. Audit & Risk Management Committee
meetings are usually attended by the Managing Director, Chief Financial Officer (CFO), Chief Risk Officer
(CRO), Chief Operating Officer (COO), Company Secretary, Internal Auditors and representatives of
the Statutory Auditors. Senior Executives of the Company reinvited to participate in deliberations as
appropriate.
27
The recommendations made by the Audit and Risk Management Committee of the Board during FY2022-
23 were mostly accepted by the Board.
B. Human Resources and Nomination & Remuneration Committee (HRNRC):
The HR & NR Committee is, inter alia, responsible for:
1. Guiding the Board by laying down criteria and terms and conditions in relation to appointment and
removal of Directors, KMP and Senior Management. Identifying persons who are qualified to become
Directors and who may be appointed in senior management in accordance with laid down criteria
and to recommend to the Board their appointment and removal;
2. Formulating criteria for qualifications, positive attributes and independence of Directors;
3. Ensuring ‘fit and proper’ status of proposed/ existing directors (as per RBI guidelines, provisions of
Companies Act, 2013 and other regulatory body or applicable statute, rule or regulation and other
such applicable guidelines) and that there is no conflict of interest in appointment of Directors on
Board of the company;
4. Specifying the manner for effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the HRNRC or by an independent external agency
and review its implementation and compliance. Deciding whether to extend or continue the term of
appointment of the independent director, on the basis of the report of performance evaluation of
independent directors;
5. Examining vacancies and suggest course of action;
6. Recommending to the Board a Compensation policy relating to remuneration for Directors, KMP and
other employees and to oversee the framing, review and implementation of the same;
7. Reviewing the composition of Committees of the Board and to identify and recommend to the Board,
the Directors who can best serve as members of each Board Committee;
8. Reviewing and providing recommendations on, including but not limited to, Designations,
Organisation & Grade Structure, Compensation Benchmarking, Performance Management System,
LTI/ ESOP;
9. Reviewing, monitoring and recommending to the Board on human resource strategies/policies that
pertain to staffing, compensation, benefits, and related issues of strategic importance;
10. Reviewing and Recommending to the Board concerning the approval or amendments to the Human
Resource policy;
11. Exercising such powers as are granted under the applicable employee stock option scheme of the
Company, as amended from time to time; and perform such other activities as may be delegated by
the Board;
28
12. Working in close coordination with Risk Management Committee (RMC) of the company to achieve
effective alignment between compensation and risks;
13. Ensuring that compensation levels are supported by the need to retain earnings of the company
and the need to maintain adequate capital based on Internal Capital Adequacy Assessment Process
(ICAAP);
14. Reporting its actions and recommendations, if any to the Board after each Committee meeting;
15. Performing such other activities as may be delegated by the Board and carrying out any other
functions required to be carried out by the Nomination and Remuneration Committee as contained
in the SEBI Listing Regulations or under the Master Directions or provided under the Companies Act
or any other applicable law, as and when amended from time to time;
The existing constitution of HRNRC and details of their attendance is as under:-
Sr. Name of Director Member Capacity Number of meetings No. of

no. of the of the Committee shares held
Committee Held Attended in NBFC
since
1. Shri Sharad Sarin* 22.03.2018 Chairperson 2 2 -
29.09.2022
2. Shri Sriraman 04.01.2023 Chairperson w.e.f. 1 1 -
Jagannathan# 29.12.2022
3. Shri Sanjay Kao 07.01.2022 Member 3 3 -
4. Ms K.V. Sheetal 07.01.2021 Member 3 3 -
* Shri Sharad Sarin ceased to be a Director of the Company w.e.f 29/09/2022 and consequently as a member of
the HR & NRC
#Shri Sriraman Jagannathan was appointed as a Member of the Committee w.e.f 29/12/2022
The CSR policy adopted by the Company is placed on the Company’s website at https://www.bobfinancial.
com/documents/BFSLCSRPolicyFeb2022.pdf.
There were no meeting held of the CSR Committee during FY 2022-23.
For FY 2022-23, the Company was not required to spend any amount towards CSR activities and as per
statutory requirement, the Annual Report on CSR Activities for the year ended 31st March, 2023 is enclosed
as Annexure A.
29
Financial Date Time Venue Special Resolutions Passed, if

Year any
2021-22 28.09.2022 11.00 Himgiri Meeting Room, Ground -
A.M. Floor, Baroda Corporate Centre,
Bandra Kurla Complex, Bandra
(East), Mumbai – 400 051
2020-21 28.09.2021 11.00 A.M. Himgiri Meeting Room , Ground -
Floor, Bank of Baroda, Baroda
400 051
2019-20 28.09.2020 2.30 P.M. Jeevan Meeting Room , Ground Appointment of Shri Shailendra
Floor , Bank of Baroda , Baroda Singh as MD & CEO of the
Corporate Centre , Bandra Kurla Company and payment of
Complex, Bandra (E), Mumbai - remuneration
400 051
Extra-Ordinary General Meetings: -
Financial Date Time Venue Special Resolution(s) Passed

Year
2022-23 02.05.2022 11.00 A.M. Aravalli Meeting Room , Ground 1) Revision in overall borrowing
Floor, Bank of Baroda , Baroda limits from Rs.1500 crores to
400 051
26.05.2022 Ground Floor, Bank of Baroda 1) Increase in Authorised Share
, Baroda Corporate Centre , Capital from Rs. 400 crores to
Bandra Kurla Complex, Bandra Rs. 1000 crores
(E), Mumbai – 400 051 2) Alteration of Clause V (Capital
clause) of the Memorandum of
Association of the Company
12.12.2022 11.00 A.M. Himgiri Meeting Room , Ground 1) Revision in overall borrowing
Floor, Bank of Baroda , Baroda limits of Company from
Corporate Centre , Bandra Kurla Rs. 2800 crores to Rs. 5000
Complex, Bandra (E), Mumbai – Crores
400 051 2) Creation of Mortgage/charge
on the assets of the Company
30
Financial Date Time Venue Special Resolution(s) Passed

Year
2021-22 17.05.2021 11.00 A.M. Jeevan Meeting Room , Ground Increase in borrowing limits to
Floor, Bank of Baroda , Baroda Rs.1500 Crores
400 051
21.06.2021 11.00 A.M. Jeevan Meeting Room , Ground Change in place of Keeping of
Floor, Bank of Baroda , Baroda Register of Members
400 051
2020-21 18.11.2020 11.00 A.M. Jeevan Meeting Room , Ground 1) Increase in authorised share
Floor, Bank of Baroda , Baroda capital from Rs.200 crores to
Complex, Bandra (E), Mumbai – 2) Alteration of Clause V (Capital
400 051 clause) of the Memorandum
of Association of the Company
Details of non-compliance with requirements of Companies Act, 2013
The Company has complied with the requirements of Companies Act, 2013, including with respect to
compliance with accounting and secretarial standards.
Details of penalties and strictures
The Company has no penalties or stricture imposed on it by the Reserve Bank or any other statutory authority.
Pursuant to section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors, to the best of their
(iv) the annual accounts for the financial year ended 31st March, 2023 have been prepared on a going concern
basis;
31
BOARD EVALUATION:
As per the provisions of section 134(p) r/w section 178 of the Companies Act 2013, a formal evaluation by the
FY 2022-23.
For FY 2022-23, a separate Independent Director’s Meeting was also held on 28th March, 2023.
INFORMATION PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 R/W RULES 4 & 5 OF THE
The total managerial remuneration (including sitting fees) paid to the Managing Director and other
Directors during FY 2022-23 was in accordance with the applicable provisions of the Companies Act, 2013.
The Members had accorded their approval for remuneration paid/payable to Shri Shailendra Singh (DIN
08751442), holding the position of Managing Director & Chief Executive Officer of the Company during FY
2022-23 in the Annual General Meeting dated 28.09.2020.
None of the employees draws salary more than the prescribed limit requiring disclosure in this report.
None of the employees holds any equity share of the Company.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:
with the size, scale and complexity of its operations. The internal controls ensure that all assets are safeguarded
and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded
and reported correctly.
• Clearly defined organization structure and limits of authority.
• Well defined key responsibility areas and key performance indicators at various levels.
• Appropriate information flow to facilitate effective monitoring.
• Corporate policies for financial reporting, accounting, information security and corporate governance.
To maintain objectivity and independence, the adherence to internal controls and their adequacy is reviewed
by the Internal Auditors who report to the Audit & Risk Management Committee. For FY 2022-23, M/s Amit
Ray & Company, Chartered Accountants were appointed as Internal Auditors of the Company. The Internal
Auditors monitor and evaluate the efficacy and adequacy of internal control system, its compliance with
32
operating systems, accounting procedures and policies in the Company. Based on the report of internal
auditors, process owners undertake corrective action in their respective areas and thereby further strengthen
controls. Significant audit observations and corrective actions thereon are presented to the Audit and Risk
Management Committee from time to time. During the year under review, the suggestions/observations of the
Internal Auditors in this regard were duly discussed at Audit & Risk Management Committee and appropriately
implemented by the Company.
Internal Audit reports and the adequacy of internal control systems at quarterly intervals. The Company was
not required to maintain the cost records as per section 148(1) of the Companies Act, 2013.
RISK MANAGEMENT:
As per section 134(3) of the Companies Act, 2013, the Company undertakes regular review of its risk profile
Department.
The Company has constituted the Assets Liability Management Company (ALCO) consisting of senior
management personnel primarily for ALM processes in the Company. The Company has also constituted a
Product and Process Approval Committee (PPAC) to evaluate proposed products and processes in pre-launch

future.
ANNUAL RETURN:
Pursuant to Section 92(3) and 134(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management
www.bobfinancial.com.
33
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNINGS AND OUTGO:
A. Conservation of energy:
The Company is in the business of Card Issuance, Operations & Transaction Settlement Services. The
nature of business is purely service oriented.
The Company’s activities do not require substantial energy consumption. However the Company
continues to lay emphasis on reducing energy consumption by constantly monitoring the
consumption and taking steps to reduce wasteful use of energy.
The Company in addition to adding several new features to its existing portal, had launched Mobile
Application for its cardholders to offer several services in self-serve mode. The simplified User Interface
and enhanced user experience led to significant adoption resulting in a significant reduction in call
volume and manual interventions.
Similarly, Integration with BOB World will facilitate BOB customers to access BOBCARD services using
the BOB World app itself. Features like card blocking, Pin resetting, account summary, Balance Inquiry,
and statement download are covered in the first phase of going live.
The Company has promoted Digital Onboarding through Do It Yourself (DIY) and Tabit Journeys
which helped achieve 95% sourcing through Digital modes.
ii. Benefits derived like product improvement, cost reduction, product development, or impact
substitution:
3 Helping BFSL customers to inculcate using self-service options.
3 Saving time & energy for customers by getting first contact resolution by accessing self-serve
options. Integration with BOB World helped Bank of Baroda customers to receive Credit Card
related services on the same app.
3 Reducing the cost of processing new applications for customer on boarding.
iii. The expenditure incurred on Research and Development: Nil
34
The Foreign Exchange receipts represented actual inflows during FY 2022-23 and the Foreign Currency
Activities in foreign currency:
The Company receives funds in foreign currency for settlement of international transactions. The Compa-
ny gets debited towards settlement agency charges in foreign currency.
(Amount in ₹ millions)
Particulars FY 2022-23 FY 2021-22
(Income from Credit Card International Operation, currency
conversion charges, business development incentive income)
*The information on Foreign Exchange receipts and outgo is also furnished in the Note No.44 in the Notes to
There have been no material transactions with Directors or the Key Managerial Personnel and their relatives
during FY 2022-23 that could have potential conflict with the interest of the Company.
other subsidiaries/associates during FY 2022-23 were on an arm’s length basis and in the ordinary course of
to accounts annexed to the financial statements. The latest policy on related party transactions is available on
STATUTORY AUDITORS:
Statutory Auditors’ Report dated 3rd May, 2023 on the financial statements of the Company for the financial
year ended 31st March, 2023 is enclosed with the Financial Statements of the Company.
provisions of section 143 of the Companies Act, 2013.
For FY 2022-23, the C&AG has issued a clean report, with no comments on the financial statements of the
35
In accordance with Section 142 r/w section 139(5) of the Companies Act, 2013, the remuneration of
Statutory Auditors is required to be fixed by the Company in its Annual General Meeting. Accordingly, an
Ordinary Resolution will be proposed at the forthcoming Annual General Meeting seeking approval for the
remuneration recommended by the Board and further authority for the Board to finalize with the Statutory
Auditors appointed by the Comptroller and Auditor General of India (C&AG) for the FY 2023-24.
The Company has duly complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).
SECRETARIAL AUDIT:
F.Y. 2022-23.
With respect to the observation made by the secretarial auditors on maintenance of structured digital database
and filing of certain intimations under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the management hereby informs that the Company is already in discussion with few software vendors
and shall finalise and maintain SDD at the earliest. Further, the management has noted the observations
pertaining to lapse of filing of few intimations and outcomes with Stock Exchange and shall ensure all the
requisite documents are filed within timeline henceforth.
The Company has a Whistle Blower Policy and a Vigilance Policy. The mechanism under these Policies has been
communicated within the organisation. The objective of this mechanism is to eliminate and help to prevent
malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the
Company and to ensure that whistleblower is protected. The Company has appointed a Chief Vigilance Officer
(Chief Manager on deputation to BFSL, from BOB) for the purpose of reporting, enforcing and monitoring the
Vigilance Policy and Whistle Blower Policy. No complaints were received by the Company during FY 2022-23.
Remuneration Policy of the Company laid down under section 178(2) and (3) of the Companies Act, 2013 and
RBI Directions / circulars for appointment of Directors. The Human Resources & Nomination and Remuneration
36
INFORMATION PURSUANT TO RULE 14 OF THE SEXUAL HARASMENT OF WOMEN AT WORKPLACE

“Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” (“POSH”) and
the Rules there under. The Committee is inter alia responsible to inquire into sexual harassment complaints by
aggrieved women and recommend appropriate action.
During FY 2022-23, the Company had received 3 complaints under POSH which were disposed off within the
prescribed timelines.
ACKNOWLEDGMENT:
The Board of Directors acknowledge with gratitude the utmost co-operation and support extended by Bank
of Baroda, Visa / Master Card International/NPCI, Service Providers, our Auditors, Comptroller and Auditor
General of India, Reserve Bank of India, BSE and all the valued customers and expect their continued support
and patronage in future too.
Your Directors wish to place on record their deep appreciation for the dedicated service rendered by employees
at all levels, enabling the Company to help achieve its growth plan during the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

Sd/-
Debadatta Chand
Chairperson
(DIN:07899346)
Date: 04.09.2023
Place: Mumbai.

37
A. The Indian Credit Cards Industry & Key Developments in FY 22-23
Overview
The Indian credit card industry is expected to grow at a CAGR of more than 25% during 2020 – 2025. There
are several factors contributing to the estimated growth of Indian Credit Card industry. The push for digital
payments, both by the government and RBI, is having a positive impact both on the issuance as well as the
acceptance side.
Customers earlier hesitant towards plastic money are made aware of the safety and convenience of digital
modes of payment (that includes credit card), and are adopting them at a faster pace. Customers also have
several points of acceptance, both physical and online, for using their credit card.
Issuance to customers from non-metros and smaller towns is driving the growth of credit cards. The share of
Millennials or the young population between 18-25 years of age is another significant factor driving credit card
growth.
The usage of newly issued credit cards is further encouraged by the push for digital payments, which has taken
acceptance to every nook and corner of the country. Credit Cards are now being used to make payments for
utility bills, educational expenses, healthcare, insurance, government payments in addition to the traditional
purchases of grocery, electronics, apparel and fuel.
The adoption Equated Monthly Instalment (EMI) is also contributing to the growth in usage of credit cards.
Cardholders, armed with several attractive EMI options offered by the credit card issuers, frequently without
any additional cost in partnership with manufacturers or large merchants, are finding many more reasons for
using their credit cards.
Industry Structure
The Indian Credit Cards industry had 33 issuers with more than 8.53 cr. credit cards outstanding as of
31st March 2023. (source – RBI data). The number of credit cards grew approximately 16% from 7.36 cr. as of
March 2022 to 8.53 cr. as of March 2023. In terms of spends, the industry grew by 47% in FY 22-23 compared
to FY 21-22 (from Rs. 9.75 lakh cr. to Rs. 14.37 lakh cr.)
Two key developments in FY 22-23 will go a long way in increasing customer confidence and increasing the
opportunities to use a credit card. First was the detailed guidelines and mandates by the RBI, all with the safety
and security of customers in focus. Cards not activated after issuance or not used for long had to either be
activated after customer consent, or closed, thereby reducing the chances of fraud.
Secondly, RBI allowed the linking of RuPay credit cards to UPI. This has the potential to disrupt the credit card
industry as we know it, by adding millions of acceptance points, where a credit card can now be used. Issuers
just started to enable RuPay credit cards on UPI by the last quarter of FY 22-23, and the real impact will be seen
in FY 23-24 and beyond.
38
B. The performance of BOB Financial vis-à-vis the industry in FY 22-23
The Company grew at a rate of 76% (from 11.04 lakh cards to 19.47 lakhs). The Company ranked 8th in terms
of number of cards as of March 2023. The market share increased to 2.3% as of March 2023, from 1.5% as of
March 2022.
For the Company, spends grew by more than 150% in FY 22-23 compared to FY 21-22. The spends grew to
approx. Rs.17,300 cr. from approx. Rs. 6,900 cr. The Company ranked 10th as of March 2023, in terms of credit
card spends. The market share increased to 1.3% as of March 2023, from 0.8% as of March 2022.
OUR GROWTH & KEY HIGHLIGHTS OF FY 22-23
The Company has exhibited exceptional growth from FY 17-18 to FY 22-23 across the following key
business metrics:
Number of Cards: The number of cards has grown approx. 16 times (from 1.25 lakhs to more than 19.47
lakhs)
New acquisition in a Financial Year: New acquisition has grown approx. 86 times (from 0.14 lakhs to approx.
12 lakhs)
39
Spends in a Financial Year: Spends have grown more than 17 times (from Rs. 1,000 cr. to Rs. 17,300 cr.)
The Company identifies, and is cognizant of the following key Opportunities and Threats:
Opportunities
 Lower Penetration of credit cards vs other large economies
 Youth and Smaller Locations driving growth of credit and digital payments
 SmartPhone penetration driving e-Commerce across geographies
 Linking of RuPay Credit Cards with UPI
Threats
 Continuously evolving regulatory guidelines and mandates
 Technology disruptions by fintech and other companies
 Higher provisions or losses in case of unexpected developments like economic downturns
The Company operations are in India and hence there is no segment reporting by geographical segment.
The Company has reviewed and reconsidered the requirements of presenting segment information and
accordingly identified business segment as the primary segment for disclosures in accordance with Ind AS 108
on segment reporting. The Company has identified credit card (issuing), merchant (acquiring), debit card and
other as the business segments.
Out of total revenue of approx. Rs 500 crores, the Company earned majorly Rs.359.61 crores from credit card
(issuing).
Please refer Note No. 40 of the Audited Financial Statements for detailed segment-wise performance.
40
While the pandemic seems to be a thing of past, structural problems continue for the economy owing to a
multitude of systemic as well as international problems. Elevated inflation levels have prompted rate in recent
past by the Reserve Bank of India (“RBI”). RBI has also hinted it may further increase rates in coming months if
inflation is not under control. This may lead to shrinking margins at the end of the borrowers, as well as reduces
their disposable cash flows, which is one of the most significant predictive variable both for boosting credit
card spends, as well as maintaining a healthy credit card portfolio on risk metrics.
Since the advent of the COVID-19 pandemic, the Company had invested heavily in strengthening its Risk
Management framework by aligning its risk management strategies and policies in line with the risks emanating
out of unsecured lending. The Company modified its NPA provisioning methodology moving from manual to
systemic computations. The Company also continued its focus on collections and bad debts recovery. The
Company focussed on building its customer base through internal acquisitions, staff referrals and targeting
less vulnerable segments.
Introduction of seamless features in Mobile App, bob World and UPI have further facilitated ease of payments
for customers, which have helped reduced operational delinquencies to a large extent. API integrations
between the Bank’s sourcing platform TABIT with the Company’s Card Origination System led to real-time
assessment of borrowers around their banking loyalty parameters, which not only improved the accuracy and
TAT of decisioning, but also laid the foundation of a banking scorecard for risk management in the times to
come.
The Company achieved robust growth in FY 2022-23 through strong sourcing strategy supported by strong
parentage of Bank of Baroda. The Company also has well defined IT processes leading to increase in operational
efficiency and robust risk management practices and credit due diligence norms exhibiting cautious aggression
led by a veteran Board and significantly senior management team.
The Company also entered into strategic cobrand tie-ups with various Indian Armed Forces like Indian Army,
Indian Navy, Assam Rifles, Indian Coast Guard etc to bring in a substantial bias of salaried population to the
portfolio, which is also risk-proof from any future recessionary headwind that normally impacts the cashflows
of civilian population.
For FY 24, the Company plans to leverage its strengths to capitalize on the opportunity is payments space to
become one of the top players in the credit card segment by offering comprehensive range of products and
best in class alliances to suit varied customer segments.
The Company has an internal control system, commensurate with the size, scale and complexity of its
operations. These internal controls ensure that all assets of the Company are safeguarded and protected
against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported
correctly. The adherence to internal controls and their adequacy is independently reviewed by an external
audit firm who reports to the Audit & Risk Management Committee of the Board.
Please refer “Internal Control Systems and their adequacy” section of the Board Report for more details.
41
The Company’s total revenue from operations increased by 74.70% from Rs. 495.60 crores to Rs. 865.84 crores
mainly due to increase in interest on credit card loans and income from fees and merchant operations. Total
operating expenses increased by 84.93% from Rs. 287 crores to Rs. 530.78 crores on account of increase in
card issuance cost, business support service cost, business promotion expenses, Wages & Salaries to Substaff
- Contractor, bonus point expenses, recovery agent charges, software/IT expenses and other administrative
expenses. On overall level, the Company’s total expenses amounted to Rs. 880.32 crores, as against total
income of Rs. 882.18 crores, thereby resulting in a profit of Rs. 1.53 crores after tax adjustments (Rs.33Lacs) in
FY 2022-23, as compared to a loss of Rs. 10.43 crores in previous FY 2021-22.

BFSL is a rapidly growing organization and committed towards its Human Capital.
The Company’s overall headcount stood at 485 as on 31st March 2023. Throughout the year, the Company has
made a strong commitment to attracting, retaining, and nurturing top talent. To achieve this goal, a range of
initiatives have been implemented, including employee engagement activities and training and development
programs. In addition to offering best in class e-programs of Ivy league colleges, Company introduced on the
move learning solution through StepUp Mobile Learning App - a learning and assessment tool. Major thrust
areas during the year had been launch of New Products and Processes. Keeping the organizational goals in
view, the necessary training and upskilling required in managing and running effectively the new Product,
Process and Systems were conducted. Mentorship Scheme was launched as a structured intervention towards
employee engagement. To give chance to field functionaries all regional officials across India were given a
chance to present on identified themes to each other, as well as to senior team, at Sir SorabjiPochkhanawala
Bankers Training College, in Juhu, Mumbai.
In its endeavor to take Growth journey ahead in FY 23, Company explored many avenues and opportunities
that cater to its growth ambitions and creating a focused customer centric organization. During the year
Company created defense vertical to manage defense acquisitions, RRB Co-Brand Sales Channel, customer
support center was also created.
The Company continued to follow Balanced Score card approach to measure its performance and has a robust
performance appraisal management process in place.
In light of 75th Independence year, BFSL also celebrated Azadi ka Amrit Mahotsav through organization wide
initiative encouraging and engaging all employees to speak on unsung heroes of Indian freedom struggle.
BFSL continued its focus on Health and Wellness of team members through yoga session, health camp and
regular health awareness mailers.

Sd/-
Date: 04.09.2023
Place: Mumbai.
Chairperson
(DIN 07899346)

42
Annexure “A”

The thrust areas of the policy are – promoting & empowerment of woman and other weaker sections of
to the Prime Minister National Relief Fund or any other funds of the Government of India.
Sr. No. Name of Director/Designation of Directorship Number of Number of

meetings of CSR meetings of
Committee held CSR Committee
during the year attended during
the year
1. Shri Purshotam - Chairman NIL NIL
2. Shri Sriraman Jagannathan – Member NIL NIL
4. Shri Shailendra H. Singh - Member NIL NIL
The CSR policy has been uploaded on the website of the Company under web-link:
https://www.bobfinancial.com/public-disclosures.jsp
4. Provide the executive summary alongwith web-link(s) of Impact assessment of CSR projects carried
out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014, if applicable (attach the report)
43
5. Average net profit of the company as per section 135(5) :

Amount (in Lacs)
Particulars F.Y. 2019-20 F.Y. 2020-21 F.Y. 2021-22

(A) (B) (C)
As per IGAAP* As per INDAS* As per INDAS*
Profit before Tax (3494.85) (2253.42) (595.92)
Add: Capital Expenses and loss on sale of Fixed 7.40 27.40 7.75
Assets
(3487.45) (2226.02) (588.17)
Average Net Profit (A+B+C/3) (2,100.55)
2% N.A.
*As per IGAAP – Indian Generally Accepted Accounting Principles
*As per INDAS – Indian Accounting Satndard
6. (a) Average net profit of the company as per sub-section (5) of section 135: Rs. (2,100.55) Lacs
(b) Two percent of average net profit of the company as per sub-section (5) of section 135: NOT
APPLICABLE
(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial
years: NIL
(d) Amount required to be set-off for the financial year, if any: NIL
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: NIL
7. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project)
i. Details of CSR amount spent against ongoing projects for the financial year: Nil
ii. Details of CSR amount spent against other than ongoing projects for the financial year: Nil
(b) Amount spent in Administrative Overheads: NIL

(c) Amount spent on Impact Assessment, if applicable: Not applicable
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: NIL
(e) CSR amount spent or unspent for the Financial Year: NIL
(f) Excess amount for set off, if any: NIL
44
8. Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount Amount Amount transferred to any Amount

No. financial year transferred to spent fund specified under Schedule remaining
Unspent CSR in the VII as per section 135(6), if any. to be
Account under spent in
reporting
section 135 (6) succeeding
Financial Name of Amount Amount
(in Rs.) financial
Year the Fund (in Rs) (in Rs)
years
(in Rs.).
(in Rs.)
1 2020-21 38,97,300 22,30,500 - - - 16,66,800
2 2021-22 16,66,800 16,66,800 - - - Nil
3 2022-23 Nil Nil - - - Nil
9. Whether any capital assets have been created or acquired through Corporate Social Responsibility
amount spent in the Financial Year: NO
If Yes, enter the number of Capital assets created/ acquired: Not Applicable.
10. Specify the reason(s), if the company has failed to spend two percent of the average net profit as
per Section 135(5): NOT APPLICABLE
During FY 2022-23, the implementation and monitoring of CSR Policy was in conformity with the CSR
objectives and CSR Policy of the Company. The Board, through its CSR Committee & Senior Management
closely monitors the progress of the CSR initiatives, undertaken by the Company.
Sd/- Sd/-
Shailendra H. Singh K.V. Sheetal
DIN: 08751442 DIN: 09409028
45
Annexure “B”
FORM NO. AOC -2
Rule 8 (2) of the Companies (Accounts) Rules, 2014.
--------------------- NIL----------------------
2022-23).
Sl. Name (s) of the Nature of Duration of Salient terms of the Amount
No. related party contracts/ the contracts/ contracts or arrangements paid as
& nature of arrangements/ arrangements/ or transaction including advances,
relationship transaction transaction the value, if any if any
1 Bank Of Baroda Merchant 5 years Management of merchant No
(Holding Operations acquiring business by
Company) the Company for the
Bank. Arrangement is for
3 years from the date of
agreement. The same has
been suppressed by new
SLA w.e.f. 01/10/2022 in
accordance with the terms
of the executed agreement.
2 Bank Of Baroda Direct Sales Ongoing Direct sales services to be No
(Holding Services provided by Company’s
Company) personnel to promote
Bank’s asset products, solicit
customers and maximize
for the Bank in various
territories.
Agreement is perpetual in
nature unless terminated.
46
3 Bank Of Baroda Space sharing for Ongoing As stated in Letter No. BCC/ No
(Holding Jogeshwari office EM/RVG/107/2186 dated
Company) 26.06.2015 issued by Bank
of Baroda.
4 Bank Of Baroda Interest/ fees/ Ongoing As per schedule of charges No
(Holding charges for provided by the Bank.
Company) Banking services
provided by BOB
5 Bank Of Baroda Royalty 3 years Royalty paid for usage of No
(Holding logo.
Company)
As stated in agreement.
6 Bank Of Baroda Financial checks 3 years As stated in Master No
(Holding on prospective Services Agreement dated
Company) credit card 03/08/2021 executed
applications between the parties.
7 Baroda Global Issuance & back- Ongoing 1) Processing of credit card No

Shared Services office operations issuance
Limited (Fellow 2) Customer service back
Subsidiary) office operations
8 Indiafirst Life Gratuity fund Ongoing Contributions towards No
Insurance Gratuity Fund.
Company Ltd
(Subsidiary of
Parent Entity)
9 Bank of Baroda Royalty Ongoing Royalty paid for usage of No
(Parent Entity) logo.
Sd/-
Chairperson
(DIN : 07899346)
47
Annexure “C”
Form No. MR-3
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023
To,
The Members,
CIN: U65990MH1994GOI081616
2nd Floor, Baroda House Behind Dewan Shopping Centre,
Jogeshwari – West, Mumbai- 400102
the Company has, during the audit period covering the financial year ended on the 31st March, 2023, (“the
Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance - mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
the Company for the financial year ended on 31st March, 2023, according to the provisions of:
Applicable to the Company as it does not have FDI or ODI)
48
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018; (Not Applicable to the Company, as it has not listed Equity Share Capital on
Stock Exchange)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulation, 2021; (Not Applicable to the Company)
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021
Company)
to the Company)
(a) RBI Circulars on Non-Banking Financial Companies (non-deposit accepting, systematically important)
including Master Direction - Non-Banking Financial Company - Systemically Important Non Deposit
taking Company and Deposit taking Company (Reserve Bank) Directions, 2016
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and as notified by the
Central Government, and
Regulations, 2015
During the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above except the following observations:
a. The Company should ensure timely filing of intimations/outcomes under Regulation 51 and Part B,
Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, since few
intimations/outcome were filed with delay/not filed during the period under review .
b. The Company should maintain Structured Digital Database in the manner prescribed under Regulation
3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 since currently the same is maintained in
excel.
49
We further report that the Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out in compliance
with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, Committee Meetings, agenda
and detailed notes on agenda were sent at least seven days in advance or at a shorter notice, and a system
exists for seeking and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board
were carried through with requisite majority and no dissenting views have been recorded.
We further report that there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
(i) Public/ Preferential issue of shares/sweat equity.

Sd/-
Hemanshu Kapadia
Proprietor
C.P. No.: 2285 Mem No.: 3477
UDIN: F003477E000646757
PR No. 1620/2021

Place: Mumbai
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral
part of this report.
50
Annexure A
To,
The Members,
CIN: U65990MH1994GOI081616
2nd Floor, Baroda House Behind Dewan Shopping Centre,
Jogeshwari – West, Mumbai- 400102
we followed provide a reasonable basis for our opinion
the Company.
basis.

Sd/-
Hemanshu Kapadia
Proprietor
C.P. No.: 2285 Mem No.: 3477
UDIN: F003477E000646757
PR No. 1620/2021

Place: Mumbai
51

To,

Opinion
We have audited the accompanying financial statements of BOB Financial Solutions Limited ("the Company”),
which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss, including the
statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity
for the year then ended and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.
financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in
the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other
comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing (SA), as
specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in
the 'Auditor's Responsibilities for the Audit of the financial statements' section of our report. We are independent
of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of
India (”lCAl”} together with the ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements for the year ended March 31, 2023. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below, our description how our audit addressed the matter
is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement of the
financial statements. The results of our audit procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the accompanying financial statements.
52
Key audit Matters How our audit addressed the key audit matter
Impairment of Financial Instruments (expected credit Losses) has been described in Note 43 of the financial
statements.
Management estimates impairment provision using • We evaluated the design and operating
Expected Credit loss model for the loan exposure as per effectiveness of controls across the processes
the Board approved policy which is in line with Ind AS relevant to ECL, including the judgements and
and the Regulations. Measurement of loan impairment estimates.
involves application of significant judgement by the • We tested the completeness of loans and
management. The most significant judgements are: advances included in the Expected Credit Loss
• Timely identification and classification of the calculations as of March 31, 2023 by reconciling
impaired loans, including classification of assets to it with the balances as per loan balance register
stage 1, 2, or 3 using criteria in accordance with Ind and loan commitment report as on that date.
AS 109 which also include considering the impact • We tested assets in stage 1, 2 and 3 on sample
of RBI's regulatory circulars, basis to verify that they were allocated to the
• The segmentation of financial assets when their appropriate stage.
ECL is assessed on a collective basis, • Tested samples to ascertain the completeness
• Determination of probability of defaults (PD) and and accuracy of the input data used for
loss given defaults (LGD) based on the default determining the PD and LGD rates and agreed
history of loans, subsequent recoveries made and the data with underlying books of accounts and
other relevant factors and records.
• Assessment of qualitative factors having an impact • For samples of exposure, we tested the
on the credit risk. appropriateness of determining EAD, PD and
LGD.
• We performed an overall assessment of the
ECL provision levels at each stage including
management's assessment and provision on
account of Company's portfolio, risk profile,
credit risk management practices.
• We assessed the adequacy and appropriateness
of disclosures in compliance with the Ind AS
107 in relation to ECL especially in relation to
judgements used in estimation of ECL provision.
Other Information
the information included in the Management Discussion and Analysis and Directors’ Report (the ”Reports”) but
does not include financial statements and our auditors’ report thereon. The reports are expected to be made
available to us after the date of this auditors’ report.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether such other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise appears to be materially misstated.
53
When we read the Other Information, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance as required under SA 720 (Revised)
‘The Auditor’s responsibilities Relating to Other Information’.
Responsibilities of Management and Those Charged with Governance for the financial statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5} of the Act with respect
to the preparation of these financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and changes in equity of the Company
in accordance with the accounting principles generally accepted in India including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting
Standards} Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were operating effectively to ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the financial statements
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SA will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
that are appropriate in the circumstances. Under section 143(3}(i) of the Act, we are also responsible for
54
expressing our opinion on whether the Company has adequate internal financial controls system in place
and the operating effectiveness of such controls.
and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope
of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements for the financial year ended March 31, 2023 and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
The financial statements as at and for the year ended March 31, 2022, have been audited by the predecessor
auditor. The report of the predecessor auditor on the comparative financial statements dated May 04, 2022
expressed an unmodified opinion.
Our opinion on the financial statements and our report on Other Legal and Regulatory Requirements below is
not modified in respect of this matter.
55
1. As required by the Companies (Auditor’s report) Order, 2020 (“the Order”} issued by the Central Government
of India in terms of sub-section (11} of section 143 of the Act, we give in the “Annexure A” a statement on
the matters specified in paragraphs 3 and 4 of the Order.
terms of sub-section (5) of Section 143 of the Act, the compliances of which is set out in “Annexure C”.
3. As required by section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit;
(b} In our opinion, proper books of account as required by law have been Kept by the Company so far as
it appears from our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account;
(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards
specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,
2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2023, and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from
being appointed as a director in terms of section 164 (2) of the Act;
(f ) With respect to the adequacy of the internal financial controls over financial reporting of the Compa-
ny with reference to these financial statements and the operating effectiveness of such controls, refer
to our separate Report in “Annexure B” to this report;
(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / pro-
vided by the Company to its directors in accordance with the provisions of section 197 read with
Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our
information and according to the explanations given to us:
financial statements – Refer Note 36 to the financial statemements;
there were any material foreseeable losses;
56
iv. (a) The Management has represented that to the best of it’s knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or other wise , that the
Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of it’s knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Company shall,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material mis-statement.
v. The company has not declared or paid any dividend during the year and has not proposed final
dividend for the year.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account
using accounting software which has a feature of recording audit trail (edit log) facility is
applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule
11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended
March 31, 2023.
For SGCO & CO. LLP

Firm Reg. No.:- 112081W/W100184
Suresh Murarka
Partner
Membership No. :- 044739
UDIN :- 23044739BGUNND325
Place :- Mumbai
Date :- 03-05-2023
57
ANNEXURE A : REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE
Re: BOB Financial Solutions Limited (” the Company”)
(i) (a) (1) The Company has maintained proper records showing full particulars, including quantitative
details and situation of Property, Plant and Equipment and relevant details of right-of-use assets.
(2) The Company has maintained proper records showing full particulars of intangible assets.
(b) According to the information and explanations given to us, as per the phase programme of physical
verification of fixed assets, the Company carries out physical verification of its entire fixed assets every
year and no material discrepancies were noticed on such verification.
(c) The Company does not own any immovable property. Hence, clause 3(i)(c) of the said order is not
applicable to the Company.
(d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets)
and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending against the Company as at March
31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as
amended in 2016) and rules made thereunder.
(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the
frequency of verification, coverage & procedure of such verification is reasonable and appropriate. No
material discrepancies were noticed on such verification.
(b) The Company has been sanctioned working capital limits in excess of ₹ 5 crore, in aggregate, at any
points of time during the year, from banks or financial institutions on the basis of security of current
assets and the quarterly returns or statements filed by the company with such banks were not in
agreement with the books of account of the Company. Details are as follows :
( Rs. in Millions)
Statement for Particulars Balance as Balance as Difference Remarks
the quarter per books per quarterly
ended statement
submitted to
bank
June’22 Card Receivable 18,352.29 18,354.20 -1.91 Immaterial differences,
Current Asset 2,229.71 2,229.80 -0.08 Figures provided to bank
Sep’22 Card Receivable 22,993.64 23,003.60 -9.96 on provisional basis
pending finalisation of
Current Asset 733.49 737.40 -3.91
quarterly closing.
Dec’22 Card Receivable 27,502.01 27,505.10 -3.09
Current Asset 1,021.63 1,088.90 -67.27
Mar’23 Card Receivable 30,912.75 30,911.00 1.75
Current Asset 1,597.35 1,597.4 -0.05
58
(iii) During the year, in the ordinary course of its business, the Company has made investments in, provided
guarantee / security to and granted loans and advances in the nature of loans, secured and unsecured,
to companies, firms, limited liability partnerships and other parties. With respect to such investments,
guarantees /security and loans and advances:
(a) The Company is a NBFC and in the business of credit card services, in the nature of credit to the
customers, which are treated as loans in the financial statements. Hence, reporting under clause 3(iii)
(a) of the Order is not applicable.
(b) The investments made and the terms and conditions of the grant of all the loans and advances in
the nature of loans, during the year are, in our opinion, prima facie, not prejudicial to the Company’s
interest.
(c) According to the information and explanations given to us and based on examination of the books
and records, in respect of the loans and advances in the nature of loans granted by the company, the
schedule of repayment of principle and payment of interest has been stipulated and repayments or
receipts are regular, except for the credit impaired cases.
(d) The total amount overdue for more than ninety days, in respect of loans and advances in the nature
of loans, as at the year-end is Rs. 1671.30 millions. Reasonable steps are being taken by the company
for recovery of the principal and interest as stated in the applicable regulations and loan agreements.
(e) The Company’s principal business is to give loans and, accordingly, the requirements under para-
graph 3(iii)(e) of the Order are not applicable to the Company.
(f ) The Company has not granted any loans or advances in the nature of loans either repayable on de-
mand or without specifying any terms or period of repayment during the year. Hence, reporting un-
der clause 3(iii)(f ) is not applicable.
(iv) In our opinion and according to the information and explanations given to us, provisions of section 185
and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are
interested and in respect of loans and advances given, investment made and guarantees, and securities
given have been complied with by the Company.
(v) The Company has not accepted any deposits from the public. Hence, reporting under clause 3(v) of the
order is not applicable.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance
of cost records under Section 148(1) of the Companies Act, 2013, for the services of the Company. Hence,
reporting under clause 3 (vi) of the Order is not applicable to the Company.
(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax,
goods and service tax, cess and other statutory dues have generally been regularly deposited with
the appropriate authorities though there have been delays in payment of tax deducted at source,
provident fund and profession tax in few cases. As informed, the provisions relating to service tax,
wealth tax, sales tax, value added tax, excise duty and customs duty are currently not applicable to
the Company.
59
(b) According to the information and explanations given to us, no undisputed amounts payable in
respect of provident fund, employees’ state insurance, income-tax, goods and service tax, cess and
other statutory dues were outstanding, at the year end, for a period of more than six months from the
date they became payable. As informed, the provisions relating to service tax, wealth tax, sales tax,
value added tax, excise duty and customs duty are currently not applicable to the Company.
(c) Details of statutory dues which have not been deposited as on March 31, 2023 on account of disputes
are given below:
Nature of the Nature of Dues Forum where Period to which Amount

Statute Dispute is the Amount (Rs. in Million)
Pending Relates
The Income Tax Dividend distribution Assessing Officer A.Y.2018-19 24.94
Act, 1961 tax and Interest thereof
Note : Rectification has been filed by the company.
(viii)There were no transactions relating to previously unrecorded income that have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
(ix) (a) In our opinion and according to the information and explanations given by the management, the
company has not defaulted in repayment of loans or borrowing to a financial institution, bank or
government or dues to debenture holders.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government
or any government authority.
(c) The Company has applied term loans for the purpose for which the loans were obtained.
(d) The Company has not utilised fund raised on short term basis for long term purposes.
(e) On an overall examination of the financial statements of the Company, the Company has not taken
any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
(f ) The Company has not raised any loans during the year on the pledge of securities held in its
subsidiaries, joint ventures or associate companies and hence reporting on clause 3(ix)(f ) of the Order
is not applicable.
(x) (a) The Company has not raised moneys by way of initial public offer or further public offer (including
debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not
applicable.
(b) The company has made private placement of shares and the requirement of section 42 of the
Companies Act, 2013 have been complied with and according to information and explanations given
to us, the amount raised have been used for the purposes for which the funds were raised.
(xi) (a) No fraud by the Company and no material fraud on the Company has been noticed or reported during
the year.
60
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as
prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government,
during the year and upto the date of this report.
(c) There were no whistle blower complaint received during the year and hence reporting under clause
3(xi)(c) of the Order is not applicable.
(xii) The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not
applicable.
(xiii) According to the information and explanations given by the management, transactions with the related
parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and
the details have been disclosed in the notes to the financial statements, as required by the applicable
accounting standards.
(xiv) (a) In our opinion the Company has an adequate internal audit system commensurate with the size and
the nature of its business.
(b) We have considered, the internal audit reports for the year under audit, issued to the Company during
the year and till date, in determining the nature, timing and extent of our audit procedures.
(xv) According to the information and explanations given by the management, the Company has not entered
into any non-cash transactions with directors or persons connected with him as referred to in section 192
of Companies Act, 2013.
(xvi) (a) According to the information and explanations given to us, we report that the Company has registered
as required, under section 45-IA of the Reserve Bank of India Act, 1934.
(b) The company has not conducted any Non-Banking Financial or Housing Finance activities without a
valid Certificate of Registration (COR) from the Reserve Bank of India as per the Reserve Bank of India
Act, 1934.
(c) In our opinion, the Company is not a core investment company (as defined in the Core Investment
Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi) (c) and (d)
of the Order is not applicable.
(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the imme-
diately preceding financial year.
(xviii) During the year, consequent to the issuance of the Circular No. DoS.CO.ARG/SEC.01/08.91.001/ 2021-22
dated April 27, 2021 by the RBI, the predecessor auditors resigned, as they had completed three continuous
years as statutory auditors of the Company. The predecessor statutory auditors have confirmed to us that
they were not aware of reasons as to why we should not accept the statutory audit engagements of the
Company
(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment
of financial liabilities, other information accompanying the financial statements and our knowledge of the
Board of Directors and Management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty
61
exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities
existing at the date of balance sheet as and when they fall due within a period of one year from the balance
sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We
further state that our reporting is based on the facts up to the date of the audit report and we neither give
any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance
sheet date, will get discharged by the Company as and when they fall due.
(xx) (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing
projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance
with second proviso to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under
clause 3(xx)(a) of the Order is not applicable for the year.
(b) There are no unspent amounts towards CSR on ongoing projects under sub-section (5) of Section 135
requiring transfer to special account in compliance with the provision of sub-section (6) of section 135
of the said Act. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable for the year.
For SGCO & CO. LLP

Firm Reg. No.: 112081W/W100184
Suresh Murarka
Partner
Mem. Number: 044739
UDIN:23044739BGUNND3251
Place : Mumbai
Date: 03/05/2023
62
ANNEXURE B : REFERRED TO IN PARAGRAPH 3 UNDER THE HEADING “REPORT ON OTHER LEGAL AND
REGULATORY REOUIREMENTS” OF OUR REPORT OF EVEN DATE
Report on the Internal Financial Controls under Clause (i) of 5ub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of BOB Financial Solutions Limited (“the
Company”) as of March 31, 2023, in conjunction with our audit of the financial statements of the Company for
the year ended on that date.
Management‘s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting
with reference to these financial statements based on our audit. We conducted our audit in accordance with
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “ Guidance Note” )
and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants
of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over
financial reporting with reference to these financial statements was established and maintained and if such
controls operated effectively in all material respects.
controls over financial reporting with reference to these financial statements and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting with reference to these financial statements, assessing the risk that
control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the internal financial controls over financial reporting with reference to these financial
statements.
63
Meaning of Internal Financial Controls Over Financial Reporting with reference to these financial
statements
A company’s internal financial control over financial reporting with reference to these financial statements
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purpose in accordance with generally accepted accounting
principles. A company’s Internal financial control over financial reporting with reference to these financial
statements includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transaction are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting Principles, and that receipts and expenditure
of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised
acquisitions, use or disposition of the company’s assets that could have a material effect on the financial
statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting with Reference to these
financial statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to
these financial statements, including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation
of the internal financial controls over financial reporting with reference to these financial statements to future
periods are subject to the risk that the internal financial control over financial reporting with reference to
these financial statements may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the company has, in all material respects, an adequate internal financial controls system over
financial reporting with reference to these financial statements and such internal financial controls over
financial reporting with reference to these financial statements were operating effectively as at March 31,
2023, based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the guidance note on audit of Internal financial controls
over financial reporting issued by the Institute of Chartered Accountants of India.
For SGCO & CO. LLP

Firm Reg. No.: 112081W/W100184
Suresh Murarka
Partner
Mem. Number: 044739
UDIN: 23044739BGUNND3251
Place : Mumbai
Date: 03/05/2023
64
ANNEXURE “C” TO INDEPENDENT AUDITORS’ REPORT
(Referred to in Paragraph 2 under ‘Report on other Legal and Regulatory Requirement of our Report to the
Member of BOB Financial Solutions Limited of even date)
We have examined the books of accounts of the BOB Financial Solutions Limited for the year ended March 31,
2023 and we are submitting our comments and answers to the questions asked in the directions issued by the
Comptroller & Auditor General of India, according to the best of our information and explanations given to
Sr Particulars Reply
no.
1 Whether the company has system in place to As per the information and explanation given to
IT system? If yes, the implications of processing of the test check basis , the Company has system in
2 Whether there is any restructuring of an existing Based on our audit procedures and on the basis
loan or cases of waiver/write off debs/loans/ of information and explanations given to us, no
interest etc. made by a lender to the company restructuring of any existing loan facility and no
due to company’s inability to repay the loan? If case waiver/write off from the Company's lender
yes, the financial impact may be stated. in respect of loan facility during the year under
review reported.
Whether, such cases are properly accounted for?
(In case lender is a government company then
this direction is also applicable for statutory
auditor of lender company).
3 Whether funds (grants/subsidy,etc.) received/ As per information & explanation given to us and
receivable for specific schemes from Central/ the records produced before us, no funds (grant/
State agencies were properly accounted for/ subsidy etc.) received/receivable for specific
utilized as per its term and conditions? List the schemes from Central/ State Government or its
cases of deviation. agencies during the year under review.
For SGCO & CO. LLP

Firm Reg. No.: 112081W/W100184
Suresh Murarka
Partner
Mem. Number: 044739
UDIN:23044739BGUNN3251
Place : Mumbai
Date: 03/05/2023
65
auditing prescribed under section 143 (10) of the Act. This is stated to have been done by them vide their Audit
Report dated 03 May 2023.
I, on behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit of the
financial statements of the BOB Financial Solutions Limited for the year ended 31 March 2023 under section
143(6)(a) of the Act. This supplementary audit has been carried out independently without access to the
working papers of the statutory auditors and is limited primarily to inquiries of the statutory auditors and
company personnel and a selective examination of some of the accounting records.
On the basis of my supplementary audit nothing significant has come to my knowledge which would give rise
to any comment upon or supplement to statutory auditors’ report under section 143(6)(b) of the Act.
For and behalf of the

Comptroller & Auditor General of India
Sd/-
(Guljari Lal)
Principal Director of Audit (Shipping), Mumbai
Place: Mumbai
Date: 31.07.2023
66

CIN: U65990MH1994GOI081616
Particulars Notes As at 31 March 2023 As at 31 March 2022
I ASSETS
1 Financial assets
Cash and cash equivalents 4 1,330.70 695.97
Bank balance other than above 5 0.14 0.12
Trade receivables 6 535.20 238.44
Loans 7 29,302.51 12,454.50
Investments 8 - -
Other financial assets 9 1,193.14 150.00
Inventories 50.95 29.64
Deferred tax assets (net) 10 644.85 494.14
Property, plant and equipment 11 41.75 30.48
Right-of-use assets 12 87.14 63.55
Intangible assets under development 13 8.34 0.63
Other intangible assets 14 132.67 160.09
Other non-financial assets 15 1,303.82 867.73
Total assets 34,631.21 15,185.29
Liabilities
Payables
Trade Payables 16
(i) total outstanding dues of micro enterprises and small 4.49 15.45
enterprises
(ii) total outstanding dues of creditors other than micro 418.75 139.07
Debt securities 17 1,497.04 995.02
Borrowings (other than debt securities) 18 20,341.62 10,116.57
Other financial liabilities 19 303.71 230.81
Provisions 20 1,585.52 666.67
Other non-financial liabilities 21 656.54 212.22
Total liabilities 24,807.67 12,375.81
Equity
Equity share capital 22 9,750.00 2,750.00
Other equity 23 73.54 59.48
Total equity 9,823.54 2,809.48
Total liabilities and equity 34,631.21 15,185.29
statements
For S G C O & Co. LLP BOB Financial Solutions Limited
[Firm Registration No. 112081W/W100184]
Suresh Murarka Sanjiv Chadha Shailendra Singh
Date: 3rd May 2023 Date: 3rd May 2023 (PAN:AHEPB7049P) (PAN:BVLPS3134E)
67

CIN: U65990MH1994GOI081616
Particulars Notes For the year ended For the year ended
31 March 2023 31 March 2022
(i) Interest income 24 3,640.86 1,854.09
(iii) Income from Consultancy 11.26 111.08
(II) Other income 26 163.47 40.52
Expenses
(i) Finance cost 27 1,183.61 441.19
(ii) Impairment on financial instruments 28 1,645.96 1,028.84
(v) Operating and Other expenses 30 5,307.81 2,870.12
(V) Profit/(loss) for the period (III-IV) 18.61 (59.59)
Tax Expense: 31
(a) Current tax 153.66 98.07
(VI) Total Tax expense 3.35 44.70
Profit/(loss) for the year (V - VI) 15.26 (104.29)
Remeasurement gain/(loss) on defined benefit plan (1.60) 4.35
Income tax impact 0.40 (1.09)
Total (A) (1.20) 3.26
Reclassification adjustments to statement of profit - -
and loss
Total (B) - -
Other comprehensive income (A + B) (1.20) 3.26
(VIII) Total comprehensive income for the year 14.06 (101.03)
Basic (Rs.) 32 0.03 (0.41)
Diluted (Rs.) 0.03 (0.41)
statements
68

CIN: U65990MH1994GOI081616
Cash Flow statement for the year ended March 31, 2023
Particulars For the year ended For the year ended
31 March 2023” 31 March 2022
Profit before tax 18.61 (59.59)
Impairment on financial instruments 1,645.96 1,028.84
Loss / (Profit) on Property, Plant and Equipment 0.66 (0.06)
Finance cost 1,177.10 436.02
Operating Profit Before Working Capital Changes 2,917.04 1,556.96
(Decrease)/ Increase in trade payables 268.71 82.29
(Decrease)/ Increase in other financial liabilities 72.89 60.23
(Decrease)/ Increase in other non financial liabilities 444.31 (18.75)
(Increase)/ Decrease in Other financial assets (1,043.14) (10.37)
(Increase)/ Decrease in Inventory (21.31) (28.64)
(Increase)/ Decrease in trade receivables (296.76) 125.47
Income tax paid (60.20) (60.20)
Purchase of property, plant & equipment ('PPE') including intangible assets (46.54) (149.10)
Fixed Deposit (0.02) (0.12)
Repayment of / Proceed from Borrowings (other than debt securities) 10,225.06 7,531.92
Issue of Equity share 7,000.00 1,000.00
Proceed from debt securities 17,300.00 11,500.00
Repayment of debt securities (16,797.98) (14,569.26)
Interest paid (1,177.10) (436.02)
Net increase in cash and cash equivalents 634.73 537.13
Cash and cash equivalents as at the end of the year 1,330.70 695.97
Note:
Rules, 2016.2. Component of cash and cash equivalents disclosed in ‘Note 4: Cash and cash equivalent’ and Note 5- Bank balance other than cash
and cash equivalent.
69

CIN: U65990MH1994GOI081616
STATEMENT OF CHANGES IN EQUITY
B. Other Equity
Balance as at 1 April 2021 352.17 (191.66) 160.51
Add: Loss for the year - - -
Add: Loss for the year - - -
Add: Other comprehensive income - (1.20) (1.20)
Total Comprehensive Income for the year -
Transfer to/from retained earnings - 15.26 15.26
Transfer to Statutory Reserve 4.65 (4.65) -
70
ACCOUNTING POLICIES

accepting Systemically Important Non–Banking Finance Company (“NBFC-ND-SI”), holding a
Certificate of Registration from the Reserve Bank of India (“RBI”). The Company is engaged in the
business of issuing credit cards to consumers in India.
During the year ended March 2023, Company has issued 19 tranches of listed Commercial Papers
which are listed on Bombay Stock Exchange (BSE). This was first ever listed issuance by the Company.
The accompanying financial statements of the Company for the year ended March 31, 2023 have
been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified by the Ministry
of Corporate Affairs, Government of India under the Companies (Indian Accounting Standards)
(amendments) Rules, 2016 and as amended from time to time. Any application guidance/ clarifications/
directions issued by RBI or other regulators are implemented as and when they are issued/ applicable.
The preparation of financial statements in conformity with the Ind AS requires the management
to make judgements, accounting estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses and the disclosure of contingent liabilities, at the end of
the reporting period. Although these estimates are based on the management’s best knowledge of
current events and actions, uncertainty about these assumptions and estimates could result in the
outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future
periods. Areas involving a higher degree of judgement or complexity, or areas where assumptions are
significant to the Company are discussed in Note 3 - Significant accounting judgements, estimates
and assumptions.
The financial statements have been prepared in accordance with Indian Accounting standards (Ind AS)
on the basis of Going Concern concept and under the historical cost convention on the accrual basis
except for certain financial instruments that are measured at fair value at the end of each reporting
period, and in accordance with the accounting policies set out below which are in conformity with Ind
As. These policies have been consistently applied throughout the year.
The financial statements are presented in Indian Rupees (INR), which is the Company’s functional
and presentation currency. All amounts have been denominated in millions and rounded off to the
nearest two decimals, except when otherwise indicated.
71
The financial statements of the Company are presented in order of liquidity and as per Division III
of the Schedule III to of the Companies Act, 2013 applicable to NBFCs, as notified by the Ministry of
Corporate Affairs (MCA). An analysis regarding recovery or settlement within 12 months after the
reporting date (current) and more than 12 months after the reporting date (non–current) is presented
in Note 32- Maturity analysis of assets and liabilities. Financial assets and financial liabilities are
generally reported on a gross basis except when, there is an unconditional legally enforceable right
to offset the recognised amounts without being contingent on a future event and the parties intend
to settle on a net basis in the following circumstances:
The Company’s operating revenues are comprised principally of service revenues such as interest
income on financial assets i.e. Overdue credit card outstanding/EMI balances, fee earned, target
incentive offered by network partner, service charges from merchant establishment, rental income
from machines deployed, income from consultancy services etc. Other fee and charges include
cheque bounce charge, late fees, over limit fees etc.
Government. Revenue is recognised to the extent that it is probable that the economic benefits will
flow to the Company and the revenue can be reliably measured, regardless of when the payment is
being made.
a) Interest Income

Interest income includes interest income on overdues from credit card holders and on EMI based
advances.
Interest income and expense for all financial instruments, excluding those classified as held for
trading or designated at fair value are recognised in ‘Interest income’ and ‘Finance expense’ in
the statement of profit and loss using the effective interest rate method. In view of uncertainty
72
of realization of income in case of credit impaired assets, such income is accounted for only on
receipt basis. Recovery from impaired debts written off is recognised as income based on actual
realisations from customers
membership services is recognised as revenue over the period for which services are provided,
net of reversals/ cancellations.
Revenue from interchange income is recognised when related transaction occurs, or service is
rendered. Other service revenue consists of value-add services provided to the card holders.
These other service revenues are recognised in the same period in which related transactions
occur or services are rendered as revenue is accrued at the point of sale for these services.
All service charges in the form of commissions (MDR), support fee and POS rental related to
merchant operations are recognised in the same period in which related transactions occurs or
services are rendered as revenue is accrued at the point of sale for these services.
d) Other Income
All other income including income from debit card, consultancy services are recognised in the
same period in which related transactions occurs or services rendered at fair value of consideration
net off expected reversals/ cancellations as revenue is accrued at the point of sale.
The Company enters into long-term contracts with network partners for various programs
designed to build payments volume, increase product acceptance. Revenue recognition is based
on estimated performance and the terms of the business arrangements.
The total unidentified receipts which could not be credited or adjusted in the customers’ accounts
for lack of complete & correct information is considered as liability in balance sheet. The estimated
unidentified receipts/ old balances aged up to 3 years is written back as income on balance sheet
date. The liability for stale cheques aged for more than three years is written back as income.
Excess of sale price over purchase price of mutual fund units is recognised as income at the time
of sale.
3.2 Expenditure
73
a) The incremental cost of acquiring a customer is recognised in the profit and loss statement over
the behavioural life of the customer
borrowing of funds. Any expenditure which is directly attributable to borrowing is capitalized
and amortised over the life of borrowing loan.
bonus/incentives payable wholly within twelve months of the end of the period in which the
employees render the related services are recognised in respect of employee service upto the end
of the reporting period and are measured at the amount expected to be paid when the liabilities are
settled.
Retirement/ Employee benefits in the form of Provident Fund is considered as defined contribution
plan. The Company has no obligation, other than the contribution payable to the provident fund.
The Company recognises contribution payable to the provident fund scheme as an expenditure,
when an employee renders the related service. The Company’s contributions to the above Plan
are charged to the Statement of Profit and Loss.
Gratuity
The Company provides for gratuity to all employees. The benefit is in the form of lump sum
payments to vested employees on resignation, retirement, or death while in employment or on
termination of employment of an amount equivalent to 15 days basic salary payable for each
completed year of service as required under ‘The Payment of Gratuity Act, 1972’. Vesting occurs
upon completion of five years of service.
The present value of the obligation under such defined benefit plan is determined based on
actuarial valuation using the Projected Unit Credit Method, which recognises each period of
service as giving rise to additional unit of employee benefit entitlement and measures each unit
separately to build up the final obligation. The obligation is measured at the present value of the
estimated future cash flows. The discount rates used for determining the present value of the
obligation under defined benefit plan, are based on the market yields of Government bonds as
on the valuation date.
The liabilities with respect to Gratuity Plan are determined by actuarial valuation on projected
unit credit method on the balance sheet date. The difference, if any, between the actuarial
valuation of the gratuity of employees at the year end and the balance of funds is provided for
74
as assets/ (liability) in the books. Net interest is calculated by applying the discount rate to the
net defined benefit liability or asset. the Company recognizes the following changes in the net
defined benefit obligation under Employee benefit expense in statement of profit or loss:
Service costs comprising current service costs, past-service costs, gains and losses on curtailments
and nonroutine settlements
Net interest expense or income remeasurements, comprising of actuarial gains and losses, the
effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit
liability and the return on plan assets (excluding amounts included in net interest on the net
defined benefit liability), are recognised immediately in the Balance Sheet with a corresponding
debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements
are not reclassified to profit or loss in subsequent periods.
Leave encashment
The employees of the Company are entitled to compensated absence and deferred compensation
as per the policy of the Company, the liability in respect of which is provided, based on an actuarial
valuation carried out by an independent actuary as at the year end. The actuarial valuation
method used by the independent actuary for measuring the liability is the Projected Unit Credit
Method.
Actuarial gains and losses comprise experience adjustments and the effects of changes in the
actuarial assumptions are recognized immediately in the Statement of Profit and Loss in the year
in which they arise.
Accumulated compensated absences, which are expected to be availed or encashed within 12

months from the end of the year are treated as short term employee benefits. Unutilised leave
balance that accrues to employees as at the year-end is charged to the Statement of Profit and
Loss on an undiscounted basis.
National pension scheme (NPS) The Company makes contributions to National Pension System
(NPS), for qualifying employees. Under the Scheme, the Company is required to contribute
a specified percentage of the payroll costs to NPS. The contributions payable to NPS by the
Company are at rates specified in the rules of the schemes. The share of Companies contribution
is charged to profit and loss account.
3.2.3 Taxes

in the Statement of Profit and Loss except to the extent it relates to a business combination or to
an item which is recognized directly in equity or in other comprehensive income in which case the
related income tax is also recognised accordingly. Deferred tax assets and deferred tax liabilities are
offset when there is a legally enforceable right to set off current tax assets against current tax liabilities;
75
and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same
taxation authority. The Company only off-sets its deferred tax assets against liabilities when there is
both a legal right to offset and it is the Company’s intention to settle on a net basis.
i) Current Taxes
Current tax is the amount of income taxes payable/ receivable in respect of taxable profit/ loss
for a period. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit
and Loss because of items of income or expense that are taxable or deductible in other years and
items that are never taxable or deductible in accordance with applicable tax laws. Current tax
assets and liabilities for the current and prior years are measured at the amount expected to be
recovered from, or paid to, the taxation authorities. Interest income / expenses and penalties, if
any, related to income tax are included in current tax expense. The tax rates and tax laws used to
compute the amount are those that are enacted, or substantively enacted, by the end of reporting
date in India where the Company operates and generates taxable income.
Current income tax relating to items recognised outside profit or loss is recognised outside profit
or loss (either in other comprehensive income or in equity). Current tax items are recognised
in correlation to the underlying transaction either in OCI or directly in equity. Management
periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.
ii) Deferred Taxes
Deferred tax is provided on temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
1. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss
2. In respect of taxable temporary differences associated with investments in subsidiaries,

where the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future
A deferred tax liability is recognised based on the expected manner of realisation or settlement of
the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, by
the end of the reporting period. Deferred tax assets are recognised for all deductible temporary
differences, the carry forward of unused tax credits. Deferred tax assets are recognised only to
the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilised except when the deferred tax asset relating to the deductible temporary difference
arises from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable
profit or loss
76
The carrying amount of deferred tax assets are reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the
extent that it becomes probable that future taxable profit will allow the deferred tax asset to be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss (either in other comprehensive income or in equity). Deferred tax items are recognised in
correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
Current and deferred taxes are recognised as income tax benefits or expenses in the Statement of
profit and loss except for tax related to the fair value re-measurement of financial assets classified
through other comprehensive income, foreign exchange differences and the net movement on
cash flow hedges, which are charged or credited to Other Comprehensive Income (OCI). These
exceptions are subsequently reclassified from OCI to the statement of profit and loss together
with the respective deferred loss or gain. The Company also recognises the tax consequences of
payments and issuing costs, related to financial instruments that are classified as equity, directly
in equity.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity. Financial assets and financial liabilities are recognised
when the entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are recognised in the Company’s balance sheet when the
Company becomes a party to the contractual provisions of the instrument.
The classification of financial instruments at initial recognition depends on their contractual terms
and the business model for managing the instruments. Financial instruments are initially measured
at their fair value.
liabilities are added to or deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of
77
financial assets or financial liabilities at fair value through profit and loss are recognised immediately
in the statement of profit and loss.
A financial asset and a financial liability are offset and presented on net basis in the balance sheet
when there is a current legally enforceable right to set-off the recognised amounts and it is intended
to either settle on net basis or to realise the asset and settle the liability simultaneously.
1. Financial assets
These financial assets comprise of bank balances, overdue credit card outstanding/EMI balances,
trade receivables, and other financial assets.
Financial assets are subsequently measured at amortised cost using the effective interest rate
(EIR) if these financial assets are held within a business model whose objective is to hold these
assets in order to collect contractual cash flows and the contractual terms of the financial asset
give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Financial assets are measured at fair value through other comprehensive income where they
have:
a) contractual terms that give rise to cash flows on specified dates, that represent solely
payments of principal and interest (SPPI) on the principal amount outstanding; and
b) Are held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets.
Gains and losses arising from changes in fair value are included in other comprehensive income
within a separate component of equity. Impairment losses or reversals, interest revenue and
foreign exchange gains and losses are recognised in profit and loss. Upon disposal, the cumulative
gain or loss previously recognised in other comprehensive income (except for investment in
equity shares) is reclassified from equity to the income statement.
78
Financial assets that do not meet the criteria for categorisation as at amortised cost or as FVOCI,
are measured at FVTPL. Subsequent changes in fair value are recognised in the statement of
profit and loss.
c) Debt instruments with contractual terms that do not represent solely payments of principal
and interest.
Financial instruments held at fair value through profit or loss are initially recognised at fair value,
with transaction costs recognised in the statement of profit and loss as incurred. Subsequently,
they are measured at fair value and any gains or losses are recognised in the statement of profit
and loss as they arise.
Financial instruments issued by the Company are classified as either financial liabilities or as
equity in accordance with the substance of the contractual arrangements and the definitions of
a financial liability and an equity instrument.
After initial measurement, debt issued, and other borrowed funds are subsequently measured
at amortised cost. Amortised cost is calculated by taking into account any discount or
premium on issue funds, and transaction costs that are an integral part of the EIR. (Effective
Interest Rate)
Undrawn credit limits on cards are commitments which the Company is required to pay on
behalf of the customer based on pre-specified terms with the customer. Undrawn credit
limits on cards commitments are in the scope of the ECL requirements.
An equity instrument is any contract that evidences a residual interest in the assets of an entity
after deducting all of its liabilities. Equity instruments issued by the Company is recognised at the
proceeds received, net of directly attributable transaction costs.
79

the exceptional circumstances in which the Company acquires, disposes of, or terminates a business
line. Financial liabilities are never reclassified.
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is derecognised when the rights to receive cash flows from the financial asset
have expired. The Company also derecognises the financial asset if it has both transferred the
financial asset and the transfer qualifies for derecognition.
i) The Company has transferred its contractual rights to receive cash flows from the financial
asset, or
ii) It retains the rights to the cash flows but has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a ‘pass–through’ arrangement.
ii) The Company has neither transferred nor retained substantially all the risks and rewards of
the asset but has transferred control of the asset.
The Company considers control to be transferred if and only if, the transferee has the practical
ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability
unilaterally and without imposing additional restrictions on the transfer.
When the Company has neither transferred nor retained substantially all the risks and rewards and
has retained control of the asset, the asset continues to be recognised only to the extent of the
Company’s continuing involvement, in which case, the Company also recognises an associated
liability. The transferred asset and the associated liability are measured on a basis that reflects the
rights and obligations that the Company has retained.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled
or expires.
In accordance with Ind AS 109, the Company applies expected credit losses (ECL) model for
80
measurement and recognition of impairment loss on the following financial asset and credit risk
exposure,
The ECL allowance is based on the credit losses expected to arise over the life of the asset (the
lifetime expected credit loss), unless there has been no significant increase in credit risk since
origination, in which case, the allowance is based on the 12 months’ expected credit loss. Lifetime
ECLs are the expected credit losses resulting from all possible default events over the expected
life of a financial instrument. The 12-month ECL is the portion of Lifetime ECL that represent the
ECLs that result from default events on a financial instrument that are possible within the 12
months after the reporting date.
Both Lifetime ECLs and 12-month ECLs are calculated on either an individual basis or a collective
basis, depending on the nature of the underlying portfolio of financial instruments. The Company’s
policy for grouping financial assets measured on a collective basis is explained in Note 43.
The Company has established a policy to perform an assessment, at the end of each reporting
period, of whether a financial instrument’s credit risk has increased significantly since initial
recognition, by considering the change in the risk of default occurring over the remaining life of
the financial instrument.
Based on the above, the Company categorises its loans & advances into Stage 1, Stage 2 and
Stage 3 as described below by comparing the credit risk of the financial instrument as at the
reporting date, with its credit risk as at the date of initial recognition.
All exposures that are not credit impaired and where there has not been a significant increase in
credit risk since initial recognition or that have low credit risk at the reporting date and that are
not credit impaired upon origination are classified under this stage. Exposures with days past due
(DPD) less than or equal to 30 days are classified as stage 1.
For these assets, 12-month ECL is recognized and interest revenue is calculated on the gross
carrying amount of the asset (that is, without deduction for credit allowance).
For credit exposures where there has been a significant increase in credit risk since initial
recognition but that are not credit impaired, are classified under this stage.
Exposures with DPD greater than 30 days but less than or equal to 89 days are classified as stage
2. For these assets, lifetime ECL are recognized, but interest revenue is still calculated on the gross
81
carrying amount of the asset.
Financial asset is assessed as credit impaired when one or more events that have a detrimental
impact on the estimated future cash flows of that asset have occurred.
For financial assets that have become credit impaired, a lifetime ECL is recognised on principal
outstanding as at period end. Exposures with DPD equal to or more than 90 days are classified as
stage 3.
The Company calculates ECL based on a probability weighted approach to measure the expected
cash shortfalls. A cash shortfall is the difference between the cash flows that are due to an entity
in accordance with the contract and the cash flows that the entity expects to receive.
Probability of Default (PD) - The Probability of Default is an estimate of the likelihood of default
over a given time horizon. A default may only happen at a certain time over the assessed period,
if the facility has not been previously derecognised and is still in the portfolio. The concept of PD
is further explained in Note 41: Risk Management.
Exposure at Default (EAD) - The Exposure at Default is an estimate of the exposure at a future
default date, considering expected changes in the exposure after the reporting date, including
repayments of principal and interest, expected drawdowns, and accrued interest from missed
payments. The concept of EAD is further explained in Note 41: Risk Management.
Loss Given Default (LGD) - The Loss Given Default is an estimate of the loss arising in the case
where a default occurs at a given time. It is based on the difference between the contractual cash
flows due and those that the lender would expect to receive, including from the realisation of
any collateral. It is usually expressed as a percentage of the EAD. The concept of LGD is further
explained in Note 41: Risk Management.
When estimating ECL for undrawn Credit limits, the Company estimates the expected portion of
the credit card limits that will be drawn down over its expected life. The ECL is then based on the
expected shortfalls in cash flows if the limit is drawn down.
occurring in the economy and market it operates in. On a periodic basis, the Company analyses if
there is any relationship between key economic trends like GDP, unemployment rates, benchmark
rates set by the Reserve Bank of India, inflation etc. with the estimate of PD, LGD determined by
the Company based on its internal data. While the internal estimates of PD, LGD rates by the
Company may not be always reflective of such relationships, temporary overlays, if any, are
82
embedded in the methodology to reflect such macro-economic trends reasonably.
Write-offs
Company is following the write off policy to undertake annual NPAs. The accounts, which have
been classified as NPA for 180 days or more and for which no payment is received for one year, are
written off as Bad Debts.
a) Financial assets measured at amortised cost: as a deduction from the gross carrying amount
of the assets;
b) Where a financial instrument includes both a drawn and an undrawn component, the
company presents a combined loss allowance for both components. The combined amount
is presented as a deduction from the gross carrying amount of the drawn component. Any
excess of the loss allowance over the gross amount of the drawn component is presented as
a provision;

On initial recognition, all the financial instruments are measured at fair value. For subsequent
measurement, the Company measures certain categories of financial instruments (as explained in
note 42) at fair value on each balance sheet date.
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.
83
In order to show how fair values have been derived, financial instruments are classified based on a
hierarchy of valuation techniques, as summarised below:
Level 1 financial instruments - Those where the inputs used in the valuation are unadjusted quoted
prices from active markets for identical assets or liabilities that the Company has access to at the
measurement date. The Company considers markets as active only if there are sufficient trading
activities with regards to the volume and liquidity of the identical assets or liabilities and when there
are binding and exercisable price quotes available on the balance sheet date.
instrument’s life. Such inputs include quoted prices for similar assets or liabilities in active markets,
quoted prices for identical instruments in inactive markets and observable inputs other than quoted
prices such as interest rates and yield curves, implied volatilities, and credit spreads. In addition,
adjustments may be required for the condition or location of the asset or the extent to which it relates
to items that are comparable to the valued instrument. However, if such adjustments are based on
unobservable inputs which are significant to the entire measurement, the Company will classify the
instruments as Level 3.
Level 3 financial instruments - Those that include one or more unobservable input that is significant
to the measurement as whole.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes
cash on hand, other short-term, highly liquid investments with original maturities of three months or
less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the
effects of transactions of non-cash future, any deferrals or accruals of past or future operating cash
receipts or payments and item of expenses associated with investing or financing cash flows. The cash
flows from operating, investing and financing activities of the Company are segregated.
Tangible Assets
accumulated depreciation and accumulated impairment losses, if any. The Company has considered
the carrying amount as per previous GAAP as deemed cost in accordance with Ind AS 101 First Time
adoption.
84
An item is recognised as an asset, if and only if, it is probable that the future economic benefits
associated with the item will flow to the Company and its cost can be measured reliably. PPE are initially
recognised at cost. The initial cost of PPE comprises its purchase price (including non-refundable
duties and taxes but excluding any trade discounts and rebates), and any directly attributable cost
of bringing the asset to its working condition and location for its intended use. Subsequent to initial
recognition, PPE are stated at cost less accumulated depreciation and any impairment losses. When
an item of PPE is replaced, then its carrying amount is de-recognised from the balance sheet and cost
of the new item of PPE is recognised. The expenditures that are incurred after the item of PPE has
been put to use, such as repairs and maintenance, are normally charged to the statement of profit and
loss in the period in which such costs are incurred. However, in situations where the said expenditure
can be measured reliably and is probable that future economic benefits associated with it will flow to
the Company, it is included in the asset’s carrying value or as a separate asset, as appropriate.
Depreciation is calculated on a straight-line basis & written down value basis using the rates arrived
at based on the useful lives estimated by the management.
Particulars Useful lives estimated by the Method of Depreciation

Management (Same as specified
in Schedule II of the Companies
Act, 2013)
EDC 5 years SLM
Changes in the expected useful life are accounted for by changing the amortisation period or
methodology, as appropriate, and treated as changes in accounting estimates.
Intangible Assets
An intangible asset is recognised only when its cost can be measured reliably, and it is probable
that the expected future economic benefits that are attributable to it will flow to the Company. The
Company has considered the carrying amount as per previous GAAP as deemed cost in accordance
with Ind AS 101 First Time adoption.
impairment losses, if any. Internally generated intangible assets, excluding capitalised development
costs, are not capitalised and expenditure is reflected in the statement of profit and loss in the year in
which the expenditure is incurred.
85

Derecognition
An item of property, plant and equipment, intangible asset is de-recognised upon disposal or when
no future economic benefits are expected to arise from the continued use of the asset. Any gain or
loss arising on the disposal or retirement of an item of property, plant and equipment, intangible
asset is determined as the difference between the sales proceeds and the carrying amount of the
asset and is recognised in profit or loss.
The Company assesses, at each reporting date, whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required, an
estimate of the recoverable amount of the asset / cash generating unit (CGU) is made. Recoverable
amount is the higher of an asset’s or cash generating unit’s fair value less costs of disposal and its
value in use. Recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets.
When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. The smallest identifiable group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows from
other assets or groups of assets, is considered as a cash generating unit (CGU).
disposal, recent market transactions are taken into account. If no such transactions can be identified,
an appropriate valuation model is used.
An asset or CGU whose carrying value exceeds its recoverable amount is considered impaired and
is written down to its recoverable amount. Assessment is also done at each balance sheet date as to
whether there is any indication that an impairment loss recognised for an asset in prior accounting
years may no longer exist or may have decreased.
Identifying a lease
At the inception of the contract, the Company assesses whether a contract is, or contain, a lease. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset
for a period of time in exchange for consideration. The Company assesses whether:
86
- The Company has the right to obtain substantially all of the economic benefits from use of the
asset throughout the period of use, and
The Company recognises a right of use asset at the lease commencement date of lease and comprises
of the initial lease liability amount, plus any indirect costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or site on which it is
located, less any lease incentives received. The Company has adopted approach 2B as per Ind AS 116
where the right to use asset is recognised at same value at which liability is recognised.
The right of use asset is subsequently amortized using the straight-line method from the
commencement date to the earlier of the end of the useful life of the right of use asset or the end
of the lease term, whichever is lesser. In addition, the right of use asset is periodically reduced by
impairment losses, if any, and adjusted for certain re-measurement of the lease liability.
The lease liability is initially measured at the present value of the lease payments net of cash lease
incentives that are not paid at the commencement date, discounted using the interest rate implicit in
the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate.
Lease liability is measured at amortised cost using the effective interest method. The lease payments
are apportioned between the finance charges and reduction of the lease liability using the incremental
borrowing rate implicit in the lease to achieve a constant rate of interest on the remaining balance of
the liability.
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those
leases that have a lease term of 12 months or less from the commencement date and do not contain
a purchase option). It also applies the lease of low-value assets recognition exemption to leases that
are considered to be of low value. Lease payments on short-term leases and leases of low-value assets
are recognised as expense on a straight-line basis over the lease term.
A provision is recognised when the Company has a present obligation as a result of past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are
measured at the present value of management’s best estimate of the expenditure required to settle
the present obligation at the end of the reporting period. The discount rate used to determine the
87
present value is a pre-tax rate that reflects current market assessments of the time value of money and
the risks specific to the liability. The increase in the provision due to the passage of time is recognised
as finance cost.
A contract is considered as onerous when the expected economic benefits to be derived by the
Company from the contract are lower than the unavoidable cost of meeting its obligations under the
contract.
A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the
control of the Company or a present obligation that is not recognised because it is not probable
that an outflow of resources will be required to settle the obligation. A contingent liability also arises
in extremely rare cases where there is a liability that cannot be recognised because it cannot be
measured reliably. The Company does not recognise a contingent liability but discloses its existence
in the financial statements.
3.11 Inventories: Inventory, if any, is valued at cost (arrived on FIFO basis) or net realizable value, whichever
is lower.
subsequently recoverable from the taxing authorities such as Input Tax Credit) incurred to bring the
goods to the place of its location and condition as at the year end.
authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or
as part of the expense item, as applicable.
The Company reports basic and diluted earnings per share in accordance with Ind AS 33 on Earnings
per share. Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity
shareholders (after deducting preference dividend and attributable taxes) by the weighted average
number of equity shares outstanding during the year.
88
Diluted EPS is calculated by dividing the net profit attributable to equity holders of the Company
by the weighted average number of equity shares outstanding during the year plus the weighted
average number of equity shares that would be issued on the conversion of all the dilutive potential
ordinary shares into ordinary shares.
Events occurring after the date of the Balance Sheet, which provide further evidence of conditions
that existed at the Balance Sheet date or that arose subsequently, are considered up to the date of
approval of accounts by the Board of Directors, where material.
therein a sum not less than twenty per cent of its net profit every year as disclosed in the Statement
of Profit and loss before any dividend is declared.
revenues, expenses, assets and liabilities and the accompanying disclosure and the disclosure of
contingent liabilities, at the end of the reporting period. Estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised, and future periods are affected. Although these estimates are based on the
management’s best knowledge of current events and actions, uncertainty about these assumptions
and estimates could result in the outcomes requiring a material adjustment to the carrying amounts
of assets or liabilities in future periods.
89
Classification and measurement of financial assets depends on the results of the solely payments
of principal and interest (SPPI) and the business model test. The Company determines the business
model at a level that reflects how Company’s financial assets are managed together to achieve a
particular business objective. This assessment includes judgment reflecting all relevant evidence
including how the performance of the assets is evaluated and their performance is measured, the
risks that affect the performance of the assets and how these are managed and how the managers
of the assets are compensated. The Company monitors financial assets measured at amortised cost
that are derecognised prior to their maturity to understand the quantum, the reason for their disposal
and whether the reasons are consistent with the objective of the business for which the asset was
held. Monitoring is part of the Company’s continuous assessment of whether the business model for
which the remaining financial assets are held continues to be appropriate and if it is not appropriate
whether there has been a change in business model and so a prospective change to the classification
of those assets.
statements were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control of
the Company. Such changes are reflected in the assumptions when they occur.
The Company’s EIR methodology, as explained in Note 4.1, recognises interest income / expense
using a rate of return that represents the best estimate of a constant rate of return over the expected
behavioural life of loans taken and recognises the effect of potentially different interest rates at various
stages and other characteristics of the product life cycle including prepayments and penalty interest
and charges.
This estimation, by nature requires an element of judgement regarding the expected behaviour
and life cycle of the instrument, as well expected changes to India’s base rate and other fee income/
expenses that are integral part of the instrument.
The Company assesses at each reporting date whether there is an indication that an asset may be
impaired. If any indication exists, the company estimates the asset’s recoverable amount. An asset’s
recoverable amount is higher of an asset’s fair value less cost of disposal and its value in use. Where
the carrying amount exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount.
90
The Company operates in a regulatory and legal environment that, by nature, has a heightened
element of litigation risk inherent to its operations. As a result, it is involved in various litigation,
arbitration and regulatory investigations and proceedings in the ordinary course of its business.
When the Company can reliably measure the outflow of economic benefits in relation to a specific
case and considers such outflows to be probable, the Company records a provision against the case.
Where the probability of outflow is considered to be remote, or probable, but a reliable estimate
cannot be made, a contingent liability is disclosed
Given the subjectivity and uncertainty of determining the probability and amount of losses, the
Company takes into account a number of factors including legal advice, the stage of the matter and
historical evidence from similar incidents. Significant judgment is required to conclude on these
estimates.
incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the
Company would have to pay to borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The IBR therefore reflects what the Company ‘would have to pay’, which requires
estimation when no observable rates are available or when they need to be adjusted to reflect the
terms and conditions of the lease. The Company estimates the IBR using observable inputs when
available and is required to make certain entity-specific estimates.
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These include the determination of the
discount rate; future salary increases and mortality rates. Due to the complexities involved in the
valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.
3.18.2.6. Card life
Estimation of card life relies on behavioural life trend established basis past customer behaviour/
observed life cycle
91
Particulars As at As at
31 March 2023 31 March 2022
Cash on hand 0.02 0.02
Balances with bank* 1,330.68 695.95
Total 1,330.70 695.97
* The Company has taken bank overdraft, however, the same is not considered as a part of cash and cash
Note 5: Bank balance other than above
31 March 2023 31 March 2022
Deposit with original maturity for more than 3 months but less 0.14 0.12
than 12 months (lien marked)
Total 0.14 0.12
31 March 2023 31 March 2022
- Unsecured
Total 535.20 238.44
Less than 6 months 1-2 Years 2-3 years More than Total
6 months -1 year 3 years
(i) Undisputed Trade 522.22 1.85 11.03 0.09 0.00 535.20
good
Total 522.22 1.85 11.03 0.09 0.00 535.20
92

Less than 6 months 1-2 2-3 More than Total
6 months -1 year Years years 3 years
(i) Undisputed Trade 172.57 12.73 40.09 13.05 - 238.44
good
Total 172.57 12.73 40.09 13.05 - 238.44
Trade receivable from related party As at As at
31 March 2023 31 March 2022
Bank of Baroda 121.17 195.26
Subsidiary of Bank of Baroda - 0.13
Trade receivables are non-interest bearing and are generally on credit terms of 0 to 90 days.
Trade receivable includes receivables from holding company (i.e. Bank of Baroda) and the Company do not
perceive any credit risk on that
93
Loans As at As at
31 March 2023 31 March 2022
At Amortised Cost
A)
LOAN AND ADVANCE
To be realised within twelve months after reporting date 29,993.46 12,913.09
To be realised after twelve months after reporting date 2,863.85 1,370.16
Total (A) -Gross 32,857.31 14,283.24
Total (A) - Net 29,302.51 12,454.50
B)
Secured by lien on Fixed Deposits 162.36 173.44
Unsecured 32,694.95 14,109.80
Total (B)-Gross 32,857.31 14,283.24
Total (B)-Net 29,302.51 12,454.50
C) (i) Loans in India
(i) Public Sector - -
(ii) Others 32,857.31 14,283.24
Total C) (i) -Gross 32,857.31 14,283.24
Total C) (i) - Net 29,302.51 12,454.50
D)
standard Advances 31,186.00 13,204.40
Less: Impairment loss allowance (2,100.19) (918.20)
Total 29,085.81 12,286.19
Sub- standard Advances 1,671.30 1,078.84
Less: Impairment loss allowance (1,454.61) (910.54)
Total 216.70 168.30
Total (D) Gross 32,857.31 14,283.24
Total (D) Net 29,302.51 12,454.50
94
Following are the loans and advances given to directors, KMPs in the normal course of credit card operations.
Type of Borrower 31.03.2023 31.03.2022
Amount of loan Percentage to the Amount of loan Percentage to the
or advance in the total Loans and or advance in the total Loans and
nature of loan Advances in the nature of loan Advances in the
outstanding nature of loans outstanding nature of loans
Promoters - - - -
Directors 0.19 0.06% 0.09 0.06%
KMPs 0.03 0.01% 0.08 0.05%
Related Parties 0.04 0.01% 0.50 0.35%
Intra Group Exposure
i) Total amount of intra-group exposures

Particulars C.Y. P.Y.
Total Exposure 1,486.55 929.73
ii) Total amount of top 20 intra-group exposures

Bank of Baroda 1,424.64 878.49
India First Life Insurance Company Limited 61.81 50.07
Baroda Global Shared Services Ltd - 0.95
Baroda BNP Paribas Asset Management India Pvt. Ltd. 0.05 0.09
Baroda Uttar Pradesh Gramin Bank 0.02 0.01
Baroda Rajasthan Kshetriya Gramin Bank 0.02 0.06
Baroda Gujarat Gramin Bank 0.02 0.06
Total 1,486.55 929.73
iii) Percentage of intra-group exposures to total exposure of the NBFC on borrowers/customers

Total intra group exposure 1,486.55 929.73
Total exposure of the NBFC on borrowers/customers 32,857.31 14,283.24
Total intra group exposure / Total exposure of the NBFC 4.52% 6.51%
on borrowers & customers
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Note 8: Investments
31 March 2023 31 March 2022
At Amortised cost
Investment - -
Total Gross (A) - -
(i) Investment outside India
(i) Investment in India - -
Total B- Total (A) to tally with (B) - -
Less:Allowance for Impairment loss ( C )
Total Net (D) - -
details of which are as follows:
Baroda liquid fund 2,37,27,555.05 27,994.60 28,007.61
Total 2,37,27,555.05 27,994.60 28,007.61
details of which are as follows:
Aditya Birla Sun Life overnight fund 14,24,461.18 919.95 920.36
Total 1,12,93,886.57 12,369.75 12,375.09
96
31 March 2023 31 March 2022
Advance to employees 1.67 1.32
Advance Others 0.20 0.29
Advance towards Gratuity fund 0.22 0.08
Unrecovered Merchant Payment - 33.37
Recoverable towards Settlement Agency 246.13 92.01
Recoverable from Oil Marketing Company 0.17 3.17
Insurance receivable 0.02 0.02
Interest accrued on Fixed Deposit 0.00 0.00
Chargeback recoverable 8.50 6.94
Less: Impairment allowance (0.01) (0.16)
Secured considered good
Reimbursement Asset 921.25 -
Security deposits 14.99 12.97
Total 1,193.14 150.00
31 March 2023 31 March 2022
Deferred tax assets 644.85 494.14
Total 644.85 494.14
97
expenses for the year ended 31st March 2023:
Deferred tax assets opening balance Recognised Recognised Closing balance

1st April 2022 loss (expense)/ comprehensive 2023
Income income
Property plant and 75.90 (16.67) - 59.23
equipment
Provision for expenses 43.29 24.36 0.40 68.05
ECL provision 434.60 194.73 - 629.33
acquisition cost
Debt issue expenses (0.20) 0.02 - (0.18)
Total 494.14 150.30 0.40 644.85
expenses for the year ended 31st March 2022:
Deferred tax assets opening balance Recognised Recognised Closing balance

1st April 2021 loss (expense)/ comprehensive 2022
Income income
Property plant and 86.22 (10.33) - 75.90
equipment
ECL provision 368.17 66.43 - 434.60
Deferred revenue 18.22 (3.34) - 14.88
acquisition cost
Debt issue expenses (0.26) 0.06 - (0.20)
Total 441.86 53.37 (1.09) 494.14
98
Particulars Computers EDC Office Furniture & Plant & Vehicles Total
& Printers Machines Equipment's Fixtures Machinery
Gross block
Deemed cost as at April 01, 34.14 359.74 10.86 6.59 3.59 0.76 415.68
2021
Additions 9.33 - 1.00 0.45 - - 10.77
Disposals (3.84) (1.50) (0.26) (1.66) - - (7.25)
At March 31, 2022 39.62 358.25 11.59 5.37 3.59 0.76 419.19
Additions 20.77 4.34 2.93 - - 28.04
Disposals - (308.31) (0.23) - - - (308.54)
At March 31, 2023 60.39 49.94 15.71 8.30 3.59 0.76 138.69
At April 01, 2021 15.67 266.65 3.32 2.23 0.36 0.45 288.67
Depreciation charge for the 10.39 91.15 3.46 1.15 0.23 0.13 106.51
year
Disposals (3.66) (1.49) (0.25) (1.08) - - (6.48)
At March 31, 2022 22.40 356.31 6.53 2.30 0.59 0.58 388.70
Depreciation charge for the 10.75 0.28 2.66 1.28 0.23 0.06 15.26
year
Disposals - (306.82) (0.20) - - - (307.02)
At March 31, 2023 33.15 49.77 8.99 3.57 0.81 0.63 96.94
Net book value:
At March 31, 2022 17.22 1.94 5.06 3.08 3.00 0.18 30.48
At March 31, 2023 27.24 0.16 6.72 4.73 2.78 0.13 41.75
The Company has not revalued any property plant and equipement during the year ended 31st March, 2023.
The Company does not have any immovable property.
99
There are no proceeding initiated or pending against the company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 during the year ended 31st March, 2023.
Gross block
Deemed cost as at 1 April 2021
At April 01, 2021 88.67
Additions -
Disposals -
At March 31, 2022 88.67
Additions 51.13
Disposals -
At March 31, 2023 139.80
At April 01, 2021 7.39
Disposals -
At March 31, 2022 25.13
Disposals
At March 31, 2023 52.66
Net book value:
At March 31, 2022 63.55
At March 31, 2023 87.14
Note 13: Intangible assets under development
31 March 2023 31 March 2022
Capital work in progress 8.34 0.63
Total 8.34 0.63
100
(a) For Intangible assets under development

year years

year years
(b) For Intangible assets under development, whose completion is overdue or has exceeded its cost
compared to its original plan.

on 31st March 2023
year years
Project 1 - - - -
Project 2 - - - -
on 31st March 2022
year years
Project 1 - - - -
Project 2 - - - -
101
Gross block
Additions 157.62
Disposals -
At March 31, 2022 191.74
Additions 10.78
Disposals -
At March 31, 2023 202.52
At April 01, 2021 4.76
Disposals -
At March 31, 2022 31.66
Disposals -
At March 31, 2023 69.85
Net book value:
At March 31, 2022 160.09
At March 31, 2023 132.67
31 March 2023 31 March 2022
Goods & service tax credit (input) receivable 281.64 207.71
Advance to Vendor 28.20 5.27
Deferred lease expenses 2.57 2.00
Advance tax (net of Provisions for taxation and tax deducted at source) 325.69 319.68
Total 1,303.82 867.73
102
Note 16: Payables
31 March 2023 31 March 2022
Trade payables
(I) total outstanding dues of micro enterprises and small enterprises 4.49 15.45
(ii) total outstanding dues of creditors other than micro enterprises and 418.75 139.07
small enterprises
Total 423.24 154.52
Less than 1 year 1-2 Years 2-3 years More than 3 years Total
(ii) Undisputed dues- Others 405.19 13.56 - - 418.75
Total 409.68 13.56 - - 423.24
Less than 1 year 1-2 Years 2-3 years More than 3 years Total
(ii) Undisputed dues- Others 132.57 3.70 2.80 - 139.08
Total 148.02 3.70 2.80 - 154.52
31 March 2023 31 March 2022
I) Principal amount remaining unpaid 4.49 15.45
ii) Interest due thereon remaining unpaid Nil Nil
iii) Interest paid by the Company in terms of Section 16 of the Micro, Nil Nil
Small and Medium Enterprises Development Act, 2006, along with the
amount of the payment made to the supplier beyond the appointed day
iv) Interest due and payable for the period of delay in making payment Nil Nil
(which have been paid but beyond the appointed day during the
period) but without adding interest specified under the Micro, Small
and Medium Enterprises Act, 2006
v) Interest accrued and remaining unpaid Nil Nil
vi) Interest remaining due and payable even in the succeeding years, Nil Nil
until such date when the interest dues as above are actually paid to the
small enterprises
as Micro, Small and Medium Enterprises , on the basis of information available with the Company. This has
103
31 March 2023 31 March 2022
At Amortised Cost
Unsecured:
Commercial paper 247.75 495.82
Debentures 1,249.29 499.20
Total (A) 1,497.04 995.02
Debt securities in India 1,497.04 995.02
Debt securities outside India - -
Total (B) to tally with (A) 1,497.04 995.02
31 March 2023 31 March 2022
Unsecured Redeemable Non Convertible Debentures
7.65 % Unsecured Tier II NCD of Rs.10,00,000 each INE027208011 500.00 500.00
(Redeemable at par in March'2031)
8.25 % Unsecured Tier II NCD of Rs.1,00,000 each INE027208029 750.00 -
(Redeemable at par in March'2033)
Total 1,250.00 500.00
Less: Unamortized Expense 0.71 0.80
Total 1,249.29 499.20
Particulars Rate of interest Date of As at As at

maturity 31 March 2023 31 March 2022
Commercial Papers
Commercial Paper - INE027214209 4.40 10-06-2022 - 500.00
Commercial Paper - INE027214381 7.60 15-05-2023 250.00 -
Total 250.00 500.00
Less: Unamortized discount 2.25 4.18
Total 247.75 495.82
104
31 March 2023 31 March 2022
At Amortised Cost
Unsecured
(b)Loan repayable on demand
(i)from banks 9,250.00 6,600.00
(ii)from other parties - -
Secured
(a)Loans from related parties:
Working capital loan* 10,998.79 3,450.05
20,341.62 10,116.57
Borrowings in India 20,341.62 10,116.57
Total (B) to tally with (A) 20,341.62 10,116.57
* First paripasu charge by way of hypothecation on borrower's credit card standard receivable (present and
future) and other current assets with an Asset cover of 1.1 times.
* FD of Rs. 0.14 mn is lien marked against the overdraft.
The company has used the borrowings from banks and financial institutions for the specific purpose for which
it was taken at the during the year FY 22-23.
The company is not declared as wilful defaulter by any bank or financial Institution or other lender during the
year the ended 31st march 2023.
105
Terms of repayment:
Term loans from Banks :
Lender Name Secured / Tenure (months) As at As at
Unsecured 31 March 2023 31 March 2022
HDFC Bank Ltd Unsecured 6 months - 2,500.00
HDFC Bank Ltd Unsecured 9 months - 500.00
HDFC Bank Ltd Unsecured 12 months - 1,000.00
HDFC Bank Ltd Unsecured 7 days 1,000.00 -
HDFC Bank Ltd Unsecured 3 months 12 days 500.00 -
HDFC Bank Ltd Unsecured 4 months 500.00 -
HDFC Bank Ltd Unsecured 3 months 14 days 1,000.00 -
HDFC Bank Ltd Unsecured 1 year 400.00 -
Hong Kong & shanghai Banking Unsecured 12 months - 2,600.00
Corporation
Hong Kong & shanghai Banking Secured 6 months 1,250.00 -
Corporation
Bank of Baroda Secured 3 months 500.00 -
Bank of Baroda Secured 6 months 1,000.00 2,500.00
Bank of Baroda Secured 12 months 498.79 950.05
IDBI Bank Ltd Secured 14 days 1,000.00 -
IDBI Bank Ltd Secured 14 days 500.00 -
ICICI Bank Ltd Secured 6 months 1,500.00 -
Total Borrowings other than debt 20,248.79 10,050.05

securities, above
106
Details of Quarterly returns/statements filed with banks during the financial year 2022-23
Statement for the Particulars Balance as Balance Difference Remarks
quarter ended per books as per
quarterly
statement
submitted
to bank
June’22 Card Receivable 18,352.29 18,354.20 (1.91) Immaterial
Current Asset 2,229.71 2,229.80 (0.08) differences, Figures
Sep’22 Card Receivable 22,993.64 23,003.60 (9.96) provided to bank
Current Asset 733.49 737.40 (3.91) on provisional basis
Dec’22 Card Receivable 27,502.01 27,505.10 (3.09) pending finalisation
of quarterly closing
Current Asset 1,021.63 1,088.90 (67.27)
Mar’23 Card Receivable 30,912.75 30,911.00 1.75
Current Asset 1,597.35 1,597.40 (0.05)
Particulars Opening Cash flow Non Cash changes Closing balance
balance Interest / others
amortisation
Commercial paper 495.82 (250.00) 1.93 - 247.75
Debenture 499.20 750.00 0.09 - 1,249.29
working capital loan 10,050.05 10,198.74 - - 20,248.79
Total 11,111.58 10,698.74 8.53 19.80 21,838.65

Particulars Opening bal Cash flow Non Cash changes Closing balance
Interest / others
amortisation
Commercial paper 3,565.17 (3,100.00) 30.65 - 495.82
Debenture 499.11 - 0.09 - 499.20
working capital loan 2,503.45 7,546.59 - - 10,050.05
leased liabilities 81.20 - 5.17 (19.85) 66.52
Total 6,648.93 4,446.59 35.91 (19.85) 11,111.58
107
31 March 2023 31 March 2022
Advance from customers 272.27 165.71
Other Payable 1.22 12.52
Charge back hold 5.97 8.51
Payable to employees 0.15 4.12
Credit Balance In Cancelled Cards 1.72 2.64
Onus Chargeback 9.08 2.61
Insurance Claim Payable 3.00 -
Refundable Deposit 6.70 6.01
Total 303.71 230.81
Note 20: Provisions
31 March 2023 31 March 2022
Staff incentive 51.71 24.75
Others
Provision For Expenses 1,287.66 485.61
Provision for Reward Point Expenses 233.20 145.04
Provision for Reward Point Expenses - -
Total 1,585.52 666.67
31 March 2023 31 March 2022
Statutory dues payable 493.10 153.11
Unearned Income 35.00 -
Contract liability (deferment of processing fees) 128.44 59.11
Total 656.54 212.22
108
Authorised Share capital As at As at
31 March 2023 31 March 2022
1,00,00,00,000 (P.Y. 40,00,00,000) Equity Shares of Rs 10/- Each 10,000.00 4,000.00
10,000.00 4,000.00
97,50,00,000 (P.Y.27,50,00,000) Equity Shares of Rs 10/- each fully paid up 9,750.00 2,750.00
Total 9,750.00 2,750.00
Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end
of the year
31 March 2023 March 31, 2022
Number of Rs. In million Number of Rs. In million
shares shares
At the beginning of the reporting year 275,000,000 2,750.00 175,000,000 1,750.00
Changes in Equity Share Capital due to prior - - - -
period errors
Restated balance at the beginning of the - - - -
reporting period
Issued during the year 700,000,000 7,000.00 100,000,000 1,000.00
At the close of the reporting year 975,000,000 9,750.00 275,000,000 2,750.00
Details of shareholders holding of Promotors
31 March 2023 31 March 2022

Promotors Number % holding in % holding Number % holding % holding
name in million the equity share changed in million in the changed
during the year equity share during the year
Bank of 975 100.00% Nil 275 100.00% Nil
Baroda
Equity Shares
109
Equity Shares
Particulars 31 March 2023 31 March 2022

Number in million % holding in the Number in million % holding in the
class class
Bank of Baroda 975 100.00% 275 100.00%
The Bank holds 97,49,99,300 shares in its own name and the balance shares through its -7- nominee shareholders
holding 100 shares each.
31 March 2023 31 March 2022
Statutory Reserve pursuant to Section 45-IC of the RBI Act, 1934 356.82 352.17
Retained Earning (283.28) (292.69)
Total 73.54 59.48
Particulars As at 31 March 2023 As at 31 March 2022
Statutory Retained Total Statutory Retained Total
Reserves Earnings Reserves Earnings
Balance at the beginning of the year 352.17 (292.69) 59.48 352.17 (191.66) 160.51
Total Comprehensive Income for the - (1.20) (1.20) - 3.26 3.26
year
Transfer to retained earnings - 15.26 15.26 - (104.29) (104.29)
Transfer to Statutory Reserve 4.65 (4.65) - - - -
Balance at the end of the year 356.82 (283.28) 73.54 352.17 (292.69) 59.48
Statutory reserve
amount not less than twenty per cent of its net profit every year as disclosed in the Statement of Profit and
Loss and before any dividend. During the financial year, the Company have appropriate Rs. 4.65 mn towards
the statutory reserve (previous year: Nil).
110

Interest on Loans
Interest on credit card loans 3,640.08 1,853.58
Total 3,640.86 1,854.09

Income from Fees 3,950.19 1,694.56
Income from Merchant Operations 834.40 1,268.75
Total 4,784.59 2,963.31

Interest on Fixed Deposit 0.007 0.003
Liability no longer required written back - 10.71
Reversal of Provision for loss due to fraud - 0.79
Profit on sale of fixed assets - 0.06
Balance written back - 1.37
Total 163.47 40.52

On Financial liabilities measured at Amortised Cost
Interest on borrowings:
Interest on borrowings from banks: 936.82 279.87
Interest on Debentures 39.10 38.15
Total 1,183.61 441.19
111
On Financial instruments measured at Amortised Cost
(i) Loans 804.66 483.23
(ii) Card Balances written off 797.25 545.62
(iii) Other Balances written off 44.05 -
Total 1,645.96 1,028.84
Total 584.87 564.83
Note 30: Operating and Other expenses
Customer acquisiton charges 19.84 75.27
Rent 6.48 19.60
Business Support Service Cost 1,200.71 13.97
112

Losses due to frauds 0.71 -
Loss on Sale of Property, Plant and Equipment 0.66 -
Property, Plant and Equipment Written Off 0.23 0.77
Auditor remuneration:
Director's sitting fees 0.80 0.52
Total 5,307.81 2,870.12
Note 31: Income tax
The components of income tax expense for the year ended March 31, 2023 and year ended March 31, 2022
are:
Current income tax:
Income tax - Current year 153.66 98.07
Income tax expense reported in the statement of profit or loss 3.35 44.70
Deferred tax expense recognised in Other comprehensive income 0.40 (1.09)
Income tax expense reported in the Other Comprehensive section 0.40 (1.09)
Profit/(loss) before tax from a continuing operations 18.61 (59.59)
Income tax rate as on March 31, 2023 25.17% 25.17%
Income tax expenses 4.68 (15.00)
Tax effect of:
Others adjustments (1.34) 59.70
Income tax expense recognised in the statement of profit and loss 3.35 44.70

113
Basic/ Diluted
Weighted average number of equity shares for computation of Basic EPS 50,21,23,288 25,25,34,247
Net profit for calculation of basic EPS 15.26 (104.29)
Basic earning per share (In Rs.) 0.03 (0.41)
Diluted
Weighted average number of equity shares for computation of Diluted 50,21,23,288 25,25,34,247
EPS
Net profit for calculation of Diluted EPS 15.26 (104.29)
Diluted earning per share (In Rs.) 0.03 (0.41)
114
The Company makes Contribution which are defined contributions plans, for qualifying employees. Under,
the schemes, the company is required to contribute a specified percentage of the payroll costs to fund the
benefits. The contributions payable to these plans by the Company are at rates specified in the rules of scheme.
During the year, the Company has recognised the following amounts in the Statement of profit and loss:
Particulars Year ended Year ended
31 March 2023 31 March 2022
Employers’ Contribution to Employee’s Provident Fund * 28.50 27.66
Total 32.13 30.90
* Provident fund is a defined contribution plan. The contribution towards provident fund has been deposited
are detailed below:
b) Inflation risk -
liability.
The following tables summarise the components of net benefit expense recognised in the statement of profit or
loss and the funded status and amounts recognised in the balance sheet for the respective plans:
115
March 31, 2023 March 31, 2022
(Benefit Paid From the Fund) - (0.42)
Actuarial (Gains) on Obligations - Due to Change in Financial (2.93) (1.06)
Assumptions
Actuarial Losses on Obligations - Due to Experience 5.15 (3.02)
March 31, 2023 March 31, 2022
Benefit Paid From the Fund - (0.42)
Return on Plan Assets, Excluding Interest Income 0.62 0.26
March 31, 2023 March 31, 2022
Present value of unfunded defined benefit obligation 61.59 49.71
Amount not recognized due to asset limit (61.81) (49.79)
Net defined benefit liability / (asset) recognized in balance sheet (0.22) (0.08)
Current (0.22) (0.08)
Non-current - -
116
March 31, 2023 March 31, 2022
March 31, 2023 March 31, 2022
Opening amount recognized in OCI outside profit and loss account
Changes in financial assumptions (2.93) (1.06)
Changes in demographic assumptions - -
Return on plan assets excluding amounts included in interest income (0.62) (0.26)
Experience adjustments 5.15 (3.03)
Closing amount recognized in OCI outside profit and loss account 1.60 (4.35)
The actuarial assumptions used to determine benefit obligations as at March 31, 2023 and March 31, 2022 are
as follows:
March 31, 2023 March 31, 2022
Discount Rate 7.35% p.a. 6.50% p.a.
Expected return on plan assets 7.35% p.a. 6.50% p.a.
Retirement Age (years): 60 years 60 years
Mortality tables 2012-14 2012-14
25 & below 18% 18%
25 to 35 18% 18%
35 to 45 18% 18%
45 to 55 18% 18%
55 and above 18% 18%
Salary escalation rate 6.00% p.a 8.00% p.a for next 1 years &
6.00% p.a thereafter
117
March 31, 2023 March 31, 2022
Opening net liability (0.08) (0.13)
Expenses recognized in Statement of Profit and Loss 6.47 7.18
Expenses recognized in OCI 1.60 (4.35)
Employer's Contribution (8.20) (2.78)
Net liability recognized in the Balance Sheet (0.21) (0.08)
Expected cash flow profile of the benefits to be paid to the current membership of the plan based on
past service of the employees as at the valuation date
March 31, 2023 March 31, 2022
Expected benefits for year 6 to 10 years cash flow 25.62 20.23
March 31, 2023 March 31, 2022
Delta effect of +0.5% change in rate of discounting 60.28 48.58
Delta effect of -0.5% change in rate of discounting 62.95 50.88
Delta effect of +0.5% change in rate of salary increase 62.80 50.78
Delta effect of -0.5% change in rate of salary increase 60.40 48.65
118
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be
recovered or settled.
Particulars 31-Mar-23 31-Mar-22
Within 12 After 12 Total Within 12 After 12 Total
months months months months
Assets
Financial assets
Cash and cash equivalents 1,330.70 - 1,330.70 695.97 - 695.97
Bank Balance other than above 0.14 - 0.14 0.12 - 0.12
Trade Receivables 524.08 11.12 535.20 202.67 35.77 238.44
Loans 27,945.45 1,357.06 29,302.51 12,012.92 441.58 12,454.50
Other financial assets 1,178.16 14.98 1,193.14 137.03 12.97 150.00
Inventory - 50.95 50.95 - 29.64 29.64
Deferred tax assets (net) - 644.85 644.85 - 494.14 494.14
Property, plant and equipment - 41.75 41.75 - 30.48 30.48
Right-of-use assets 27.95 59.19 87.14 17.73 45.82 63.55
Intangible assets under 8.34 - 8.34 0.63 - 0.63
development
Other intangible assets - 132.67 132.67 - 160.09 160.09
Other non financial assets 511.15 792.67 1,303.82 325.09 542.64 867.73
Total assets 31,525.97 3,105.24 34,631.21 13,392.16 1,793.12 15,185.29
Liabilities
Payables
Trade Payables
(i) total outstanding dues of 4.49 - 4.49 15.45 - 15.45
micro enterprises and small
enterprises
(ii) total outstanding dues of 418.75 - 418.75 139.07 - 139.07
Debt Securities 247.75 1,249.29 1,497.04 495.82 499.20 995.02
Borrowings (other than debt 20,276.13 65.49 20,341.62 10,067.13 49.43 10,116.57
securities)
Other Financial liabilities 296.12 7.59 303.71 217.63 13.18 230.81
Provisions 1,576.87 8.65 1,585.52 659.18 7.49 666.67
Other non-financial liabilities 656.54 - 656.54 212.22 - 212.22
Total Liabilities 23,476.65 1,331.02 24,807.67 11,806.51 569.30 12,375.80
Net 8,049.32 1,774.22 9,823.54 1,585.65 1,223.83 2,809.48

119
Total 5,017.51 3,101.92
Total 535.20 238.44
Contract Cost
Cost of acquiring a customer is the incremental cost of obtaining the contract with customer, which is
recognised in the profit and loss statement over the behavioural life of the customer i.e. 5 years.
Contract liabilities
The company sell credit card to card holders, income earned from customer as card fees is recognised as
The Contract Liabilities are disclosed in note:19 to financial statements.
120
adverse effect on the Company's financial position and results of operations.
Income tax matters - appeals by Company Nil Nil
Claim filed against the Company in consumer court 15.74 4.46
Total 15.74 4.46
Capital Commitments:
Capital Commitment 56.58 -
Total 56.58 -
121
Baroda Sun Technologies Ltd
BOB (UK) Ltd.
Baroda BNP Paribas Asset Management India Pvt. Ltd.
Baroda BNP Paribas Trustee India Pvt. Ltd.
Baroda Capital Markets (Uganda) Limited.
ii) Stepdown Subsidiaries of holding company
Baroda Capital Markets (Uganda) Limited
iii) Associates company of holding company
Baroda Gujarat Gramin Bank
iv) Joint venture of holding company
Name Designation
Key Management Personnel Shri Sanjiv Chadha (Chairman)
Shri Vikramaditya S Khichi (Nominee Director)(upto 31st July 2022)
Shri Purshotam (Non-executive Director)
Shri Debadatta Chand (Non-executive Director)(appointed with effect
from 16th March 2023)
Ms. Kadagatoor (Non-executive Director)
Shri Sanjay Kao (Independent Director)
Shri Sharad Sarin (Independent Director)(upto 28th September
2022)
Shri Sriraman (Independent Director) (appointed with effect from
Jagannathan 29th December 2022)
Shri Shailendra Singh (Managing Director & CEO)
Ms.Pooja Karnani (Chief Financial Officer)
Ms. Deepashri Cornelius (Company Secretary)

122
Particulars Holding Company Subsidiaries of Associates / Key Management
holding company
Enterprises owned Personnel
or significantly
influenced by
Key Management
Personnel
As at As at As at As at As at As at As at As at
March March March March March March March March
31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022
Transactions
1. MDR Subvention 44.30 67.21 - - - - - -
2. Service Charges 403.06 474.72 - - - - - -
3. Income from 11.26 111.08 - - - - - -
Consultancy service
4. POS Charges 6.46 14.42 - - - - - -
5. Income from mutual - - 13.01 4.94 - - - -
fund investments
6. Rent 2.05 1.72 - - - - - -
7. Interest on Short term 418.88 23.70 - - - - - -
borrowings
8. Bank Charges 47.20 24.01 - - - - - -
9. Insurance Expenses - - 2.10 1.35 - - - -
10. Card issuance cost - - 52.73 68.61 - - - -
11. Director's - Employee - - - - - - 4.32 2.96
Benefit Expenses
12. Director's - sitting fees - - - - - - 0.80 0.52
13. Key Managerial - - - - - - 8.91 8.53
Persons - Employee
Benefit Expenses
14. Visa Other Charges 109.92 87.04 - - - - - -
15. Gratuity premium paid - - 8.21 2.78 - - - -
16. Royalty for Logo 0.50 0.50 - - - - - -
17. Customer acquisiton 19.84 75.27 - - - - - -
charges
18. Interest on Fixed 0.01 0.003 - - - - - -
Deposit
19. Data validation 0.21 0.19 - - - - - -
charges
20. Card Verification - - 1.51 - - - - -
Charges
B. Balance Receivables at - -
year end
1. Trade Receivables 121.17 195.26 - - - 0.13 - -
2. Loan and advance to - - 0.04 0.50 - - 0.22 0.16
customer
3. Advance to vendor - - - 0.82 - - - -
123
Particulars Holding Company Subsidiaries of Associates / Key Management
holding company
Enterprises owned Personnel
or significantly
influenced by
Key Management
Personnel
As at As at As at As at As at As at As at As at
March March March March March March March March
31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022
4. Cash and cash 1,303.33 683.11 - - 0.06 - - -
equivalents
5. Bank balance other 0.14 0.12 - - - - - -
than above
6. Gratuity (Life Insurance - - 61.81 49.79 - - - -
Fund)
7. Interest on FDR 0.003 0.003 - - - - - -
receivable
C. Balance Payables at - -
year end
1. Borrowings (other than 10,998.79 3,450.05 - - - - - -
debt securities)
2. Trade Payables - - 0.02 15.32 - - - -
3. Provisions 319.93 91.72 8.26 - - - - -
4. Other financial 1.22 12.52 - - - - - -
liabilities
D. Equity Contribution 7,000.00 1,000.00 - - - - - -
Note:
a) Related parties have been identified on the basis of the declaration received by the management and
other records available.
Company as a whole and the amounts pertaining to the key managerial personnel are not specifically
identified and hence are not included above.
ordinary course of business under the same commercial and market terms, interest and commission rates
that apply to non-related parties.
124
Note 38: Capital
The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting
Capital Management
March 31, 2023 March 31, 2022
Regulatory capital
Common Equity Tier1 (CET1) capital 8,366.43 1,814.57
Other Tier 2 capital instruments 1,659.60 673.32
Total capital 10,026.03 2,487.89
i) CRAR (%) / CET1 capital ratio 30.54% 17.86%
ii) CRAR - Tier I capital (%) 25.49% 13.03%
iii) CRAR - Tier II Capital (%) 5.06% 4.83%
Analytical Ratio
Ratio Numerator Denominator Current Previous % Variance Reason for variance
Period Period (if above 25%)
Capital to risk- 10,026.03 32,824.84 30.54% 17.86% 71.02% Due to Tier I and II
weighted assets capital infusion
ratio (CRAR)
Tier I CRAR 8,366.43 32,824.84 25.49% 13.03%95.66% Due to Tier I capital
infusion
Tier II CRAR 1,659.60 32,824.84 5.06% 4.83% 4.60% Due to increase in RWA.
LCR Ratio* NA NA NA NA NA
* As per RBI notification no RBI/2019-20/88/DOR.NBFC(PD) CC.No. 102/03.10.001/2019-20 dtd 04th November
2019, calculation and maintance of LCR (Liquidity Coverage Ratio) is not applicable for non-deposit taking
NBFCs with asset size of less than ₹ 5,000 crore.
125
Note 39 : The Company does not have any transactions not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)

Information has been prepared in conformity with the Ind AS 108 on 'segment reporting'.
Business Segment Merchant Credit Card Debit Card Other Total
(acquiring) (issuing)
Particulars F.Y. F.Y. F.Y. F.Y. F.Y. F.Y. F.Y. F.Y. F.Y. F.Y.
2022-23 2021-22 2022-23 2021-22 2022-23 2021-22 2022-23 2021-22 2022-23 2021-22
Revenue 824.63 1,287.21 7,985.96 3,596.11 - 2.12 11.26 111.10 8,821.84 4,996.53
Result 100.97 207.63 (85.65) (280.68) - 3.36 3.30 10.09 18.61 (59.60)
Operating Profit 100.97 207.63 (85.65) (280.68) - 3.36 3.30 10.09 18.61 (59.60)
Profit/(Loss) before 100.97 207.63 (85.65) (280.68) - 3.36 3.30 10.09 18.61 (59.60)
tax
Income Taxes 3.35 44.69
Net Profit before OCI 15.26 (104.28)
adjustment
Other Information
Segment Assets 182.51 623.55 32,137.44 13,295.86 - 9.15 9.89 66.49 32,329.84 13,995.05
Unallocated Assets 2,301.37 1,190.24
Total Assets 34,631.21 15,185.29
Segment Liabilities 230.22 134.53 2,572.12 1,112.34 - 8.96 166.69 8.39 2,969.02 1,264.22
Unallocated 31,662.19 13,921.07
Liabilities
Capital Expenditure 0.81 36.75 38.00 28.73 - - 38.82 65.48
Unallocated -
Depreciation/ 7.40 105.60 73.58 45.54 - - 80.98 151.14
Amortisation
Unallocated -
Non cash expenses 0.23 6.44 - 1.00 - 2.11 - 0.23 9.55
other than
depreciation
126
Note 41: Leases
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
Additions 51.13 -
Deletions - -
Additions 51.13 -
Deletions - -
Payments (31.33) (19.85)
Not later than one year 27.34 17.09
later than one year not later than five year 65.49 49.43
Later than five year - -
Total undiscounted lease liabilities 92.83 66.52
Other expenses
Finance cost
127
- classes of financial instruments based on their financial nature and characteristics.
- All the financial assets and financial liabilities carrying value which is at amortised cost reflects fair value for
Financial assets
Cash and cash equivalents - 1,330.70 1,330.70 - - - -
Receivables - 535.20 535.20 - - - -
Loans - 29,302.51 29,302.51 - - - -
Other financial assets
Reimbursement Assets 921.25 921.25 - - - -
Recoverable towards - 246.13 246.13 - - - -
Settlement Agency
Security deposits - 14.99 14.99 - - - -
Chargeback recoverable - 8.49 8.49 - - - -
Others - 2.28 2.28 - - - -
Total - 32,361.69 32,361.69 - - - -
Trade Payables - 423.24 423.24 - - - -
Debt securities - 1,497.04 1,497.04 - - - -
Borrowings (other than debt - 20,341.62 20,341.62 - - - -
securities)
Other financial liabilities
Advance from customers - 272.27 272.27 - - - -
Onus Chargeback - 9.08 9.08 - - - -
Refundable Deposit - 6.70 6.70 - - - -
Charge back hold - 5.97 5.97 - - - -
Others - 9.69 9.69 - - - -
Total - 22,565.61 22,565.61 - - - -
128
Financial assets
Loans - 12,454.50 12,454.50 - - - -
Other financial assets
Recoverable towards - 92.01 92.01 - - - -
Settlement Agency
Security deposits - 12.97 12.97 - - - -
Chargeback recoverable - 6.78 6.78 - - - -
Others - 38.25 38.25 - - - -
Total - 13,539.03 13,539.03 - - - -
Trade Payables - 154.52 154.52 - - - -
Debt securities - 995.02 995.02 - - - -
Borrowings (other than debt - 10,116.57 10,116.57 - - - -
securities)
Other financial liabilities
Advance from customers - 165.71 165.71 - - - -
Onus Chargeback - 2.61 2.61 - - - -
Refundable Deposit - 6.01 6.01 - - - -
Charge back hold - 8.51 8.51 - - - -
Others - 47.98 47.98 - - - -
Total - 11,496.92 11,496.92 - - - -
129
to company's vision, and holds very high importance in the board governance. The company is exposed to
(a) Risk management structure
Credit risk is the risk of incurring financial loss to the company due to the default of company’s customers in
facilitating credit card loans to customers.
Managing credit risk within the Board defined Risk appetite is the most important part of total risk management
exercise. The Company’s credit risk sub function headed by Chief Risk Officer (CRO) is responsible for the key
policies and processes for managing credit risk, which include formulating credit policies and risk rating
frameworks, guiding the Company’s appetite for credit risk exposures, undertaking independent reviews and
objective assessment of credit risk, and monitoring performance and management of portfolios. The principal
objectives being maintaining a strong culture of responsible lending across the Company, and robust risk
policies and control frameworks, implementing and continually re-evaluating our risk appetite and ensuring
there is adequate monitoring of credit risks, their costs and their mitigation. The basic credit risk management
would cover two key areas, viz., (a) customer selection & (b) customer management. These are governed by
Board Approved Credit Policy and Collections Policy which is reviewed on a regular basis. Organization has
worked on strengthening the credit decision process with pre-qualification of the probable customers and
scientific selection based on liability score model developed internally for appropriate customer selection and
targeting. We have made multiple interventions throughout the year to strengthen the acquisition quality. This
has led to selective cherry-picking of better quality salaried acquisition as well as weeding out the toxic portfolio
which had caused bleeding in the earlier years basis our experience, in the current financial year. The changes
include discontinuation of programs, revision in MCP, scorecard level changes etc. Credit limit assignment is
a function of income capacity and risk assessment done for the individual applicant. Risk assessment is done
based on internal scorecards that are based on applicant bureau history, application profile and demographic
variables. Further, we assess the credit history indicators as determined by independent 3rd party agencies –
external rating, bureau reporting, RBI negative list and asset classification letters from bankers.
Post acquisition portfolio delinquency management is carried out through Account Management System,
which includes:
• Fraud detection
• Behaviour scorecard; and
130
and monitoring credit risk are used such as;Scorecards assessing default risk & payment propensity Predictive
Business Analytics Models

asset.
For financial assets that have become credit impaired, a lifetime ECL is recognised on principal outstanding as
at period end. Exposures with DPD equal to or more than 90 days are classified as stage 3.
Category Assets Gross Carrying Expected Net Carrying PD
category Amount Credit Loss Amount
Stage 1 Credit card 29,727.09 1,578.48 28,148.61 0.56 % to 8.95%
Stage 2 Credit card 1,458.92 521.71 937.20 2.81 % to 37.42%
Stage 3 Credit card 1,671.30 1,454.61 216.70 81.11%
Total 32,857.31 3,554.80 29,302.51
131
Category Assets category Gross Carrying Expected Net Carrying PD
Amount Credit Loss Amount
Stage 1 Credit card 12,644.85 808.81 11,836.04 0.70 % to 14.49%
Stage 2 Credit card 559.55 109.39 450.16 0.70 % to 43%
Stage 3 Credit card 1,078.84 910.54 168.30 75% to 100%
Total 14,283.24 1,828.74 12,454.50
to loans:
Performing
High grade (0 DPD) 28,049.89 - - 28,049.89
Standard grade (1-30 DPD) 1,677.20 - - 1,677.20
Sub-standard grade (31-60 DPD) - 1,135.68 - 1,135.68
Non- performing
assets)
Total 29,727.09 1,458.92 1,671.30 32,857.31
Performing
High grade (0 DPD) 12,644.83 - - 12,644.83
Non- performing
assets)
Total 12,644.85 559.55 1,078.84 14,283.24
to loan
New assets originated or purchased* 17,373.54 - - 17,373.54
Assets derecognised or repaid (excluding write offs) (243.87) - (58.26) (302.13)
Transfers to Stage 1 1,228.29 (231.78) (383.35) 613.16
Transfers to Stage 2 (735.13) 1,335.43 (4.02) 596.28
Transfers to Stage 3 (540.39) (204.28) 1,832.39 1,087.72
132
Gross carrying amount as at March 31, 2023 29,727.09 1,458.92 1,671.30 32,857.30
Assets derecognised or repaid (excluding write offs) (1,718.91) (1.83) (510.40) (2,231.14)
March 31, 2022
New assets originated 1,234.23 500.01 1,171.76 2,906.00
Impact on year end ECL of Exposures transferred between
Transfers to Stage 1 (103.57) (4.02) (107.59)
Changes to models and inputs used for ECL calculations
Impairment allowance for loans to customers as at 1,578.48 521.71 1,454.61 3,554.80
March 31, 2023
April 1, 2021
New assets originated 404.60 58.33 679.40 1,142.33
Impact on year end ECL of Exposures transferred between
Transfers to Stage 2 (41.54) 57.13 - 15.59
Changes to models and inputs used for ECL calculations
March 31, 2022
133
position.
We manage liquidity risk in accordance with our Asset Liability Management Policy. This policy is framed as per
the current regulatory guidelines and is approved by the Board of Directors. The Asset Liability Management
Policy is reviewed periodically to incorporate changes as required by regulatory stipulation or to realign
the policy with changes in the economic landscape. The Asset Liability Committee (ALCO) of the Company
formulates and reviews strategies and provides guidance for management of liquidity risk within the framework
laid out in the Asset Liability Management Policy.
Friday, March 31, 2023
Particulars On Up to One 2 months 3 months 6 months 1 year to 3 years to more Total
demand one month to to 3 to 6 to 1 year 3 years 5 years than 5
Month 2 months months months years
Financial assets
Cash and cash 1,330.70 - - - - - - - - 1,330.70
equivalents
than above
Receivables - 58.87 80.28 80.28 187.32 48.17 80.28 - - 535.20
Loans - 17,842.45 4,907.35 1,770.96 1,975.50 1,449.19 1,129.26 227.80 - 29,302.51
Investments - - - - - - - - - -
Other financial assets - 123.07 - - 0.17 1,054.92 14.99 - - 1,193.14
Total undiscounted 1,330.84 18,024.39 4,987.63 1,851.24 2,162.99 2,552.28 1,224.53 227.80 - 32,361.69
financial assets
Trade Payables - 296.27 84.65 42.32 - - - - - 423.24
Debt securities - - 247.75 - - - - - 1,249.29 1,497.04
Borrowings (other - 5,599.76 6,850.00 4,000.00 3,000.00 400.00 399.04 - - 20,248.80
Other financial - 282.06 3.25 5.97 3.81 1.02 7.60 - - 303.71
liabilities
Total undiscounted - 6,178.09 7,185.65 4,048.29 3,003.81 401.02 406.63 - 1,249.29 22,472.79

134
Thursday, March 31, 2022
Particulars On Up to One 2 months 3 months to 6 months 1 year to 3 years to more Total
demand one month to to 3 6 months to 1 year 3 years 5 years than 5
Month" 2 months months years
Financial assets
Cash and cash 695.97 - - - - - - - 695.97
equivalents
than above
Receivables 26.23 35.77 35.77 83.45 21.46 35.77 - - 238.44
Loans 7,109.87 2,417.75 951.98 993.32 540.00 273.23 168.35 12,454.50
Investments - - - - - - - - - -
Total undiscounted 696.09 7,182.11 2,453.51 987.75 1,079.94 649.32 321.97 168.35 - 13,539.03
financial assets
Trade Payables - 108.17 30.90 15.45 - - - - - 154.52
Debt securities - - - 495.82 - - - - 499.20 995.02
Borrowings (other - 190.01 - 2,500.00 2,500.00 4,100.00 760.04 - - 10,050.05
Other financial - 191.23 6.10 7.90 6.24 6.16 13.18 - - 230.81
liabilities
Total undiscounted - 489.40 37.01 3,019.17 2,506.24 4,106.16 773.22 - 499.20 11,430.40
(c) Market risk
well. The Company has an approved Assets and Liability Management policy which empowers the Assets and
on the assets profile and the appropriate funding mix. The ALCO reviews the interest rate gap statement and
the interest rate sensitivity analysis.
Financial Assets As March 31, 2023 As March 31, 2022
Fixed- rate instruments 29,302.51 12,454.50
Floating-rate instruments - -
Total 29,302.51 12,454.50
Financial Liabilities As March 31, 2023 As March 31, 2022
Fixed- rate instruments 1,497.04 995.02
Floating-rate instruments 20,248.79 10,050.05
Total 21,745.83 11,045.07
instruments at the end of the reporting period and the stipulated change taking place at the beginning of the

135
100 bps 100 bps 100 bps 100 bps
higher lower higher lower
impact on profit (183.99) 183.99 (81.24) 81.24
or from external events. The Company's focuses on management and control of operational risks through
a comprehensive system of internal controls and monitoring performance of each function against defined
thresholds.
Income from credit card international operation, Currency conversion 84.02 23.61
Total 84.02 23.61
Total 350.91 309.84
136
Particulars As At As At
31.03.2023 31.03.2022
46 There are no scheme of arrangments which has been approved by the board of directors in terms of
sections 230 to 237 of the Companies Act, 2013.
regard to billing, there is a process of resolution and adjustments are carried out on regular basis. Moreover,
137
Liabilities side
1 Loans and Advances availed by the NBFC's Amount Amount Amount Amount
inclusive of interest accrued thereon but not outstanding overdue outstanding overdue
paid.
Unsecured 1,249.29 Nil 499.20 Nil
(other than falling within the meaning of public
deposit)
f ) Public Deposit
g) Other loans
2 Break-up of (1)(f) above (Outstanding public
deposits inclusive of interest accrued thereon
but not paid) :
b) In the form of partly secured debentures i.e. Nil Nil Nil Nil
debentures where there is a shortfall in the value
of security
Assets side
a) Secured 162.36 173.44
b) Unsecured 32,694.95 14,109.80
4 Break-up of Leased Assets & Stock on Hire and other assets
a) Lease assets including lease rentals under sundry debtors:
i) Finance Lease Nil Nil
ii) Operating Lease Nil Nil
b) Stock on hire including hire charges under sundry debtors:
i) Assets on hire Nil Nil
ii) Repossessed Assets Nil Nil
i) Loans where assets have been repossessed Nil Nil
ii) Loans other than (a) above Nil Nil
138
Current Investment
Quoted
Unquoted

Quoted
Unquoted
139
6 Borrower group-wise classification of assets financed as in (2) and (3) above:
Secured Unsecured Secured Unsecured
1) Related parties
ii) Companies in the same group Nil 0.04 Nil 0.50
7 Investor group-wise classification of all investments (current and long term) in share and
securities (both quoted and unquoted)
Market Book value Market Book value
value/ (Net of value/ (Net of
Breakup or provision) Breakup or provision)
fair value fair value
or NAV or NAV
1) Related parties
8 Other Information
Particulars 31st March 2023 31st March 2022
ii) Other than related parties 1,671.30 1,078.84
Net Non-performing Assets (net of provision
made)
ii) Other than related parties Nil Nil
140
51
Assets classification as per Assets Gross carrying loss allowances Net carrying Provision Difference
RBI norms classification amount as per (provisions) as amount required as per between
as per IND AS Ind AS required under IRACP norms Ind AS 109
IND As 109 provision and
IRACP norms
Performing Assets
Standard Stage 1 29,727.09 1,493.84 28,233.25 1,367.62
126.22
Stage 2 1,458.92 521.71 937.20 521.71
Subtotal 31,186.00 2,015.55 29,170.46 126.22 1,889.33
Non-Performing Assets (NPA)
Loss Stage 3 1,671.30 1,454.61 216.70 985.80 468.81
Sub total of NPA 1,671.30 1,454.61 216.70 985.80 468.81

Other item such as guarantees, Stage 1 1,572.16 84.65 - - 84.65
loan commitments, etc. which
are in the scope of Ind AS 109 Stage 2 - - - - -
but not covered under current Stage 3 - - - - -
Income Recognition, Assets
classification and provisioning
norms,
Subtotal 1,572.16 84.65 - - 84.65
Total Stage 1 31,299.25 1,578.48 29,720.77 126.22 1,452.26
Stage 2 1,458.92 521.71 937.20 - 521.71
Stage 3 1,671.30 1,454.61 216.70 985.80 468.81
141
1 Capital
CRAR (%) 30.54% 17.86%
Amount of subordinated debt raised as Tier-II capital 750.00 500.00
2 Investments
In India Nil Nil
In India Nil Nil
In India Nil Nil
3 Derivatives
Applicable

142

up to 30 Over 1 Over 2 Over 3 Over 6 Over 1 year Over 3 year Over 5 Total
/31 days month up month month & month to 1 to 3years** to 5 years years
to 2 Month up to 3 up to 6 year**
Month* month**
Borrowing from banks 5,599.76 6,850.00 4,000.00 3,000.00 400.00 399.03 - - 20,248.79
Market borrowings 0 247.75 0.00 0.00 0.00 0.00 0.00 1249.29 1,497.04
Receivables# 17,842.45 4,907.35 1,770.96 1,975.50 1,449.19 1,129.26 227.80 - 29,302.51
Investments - - - - - - - - -
(net of NPA )
up to 30 Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
/31 days month up month month & month to 1 year to year to 5 years
to 2 Month up to 3 up to 6 year** 3years** years
Month* month**
Borrowing from banks 190.01 - 2,500.00 2,500.00 4,100.00 760.04 - - 10,050.05
Market borrowings - - 495.82 - - - - 499.20 995.02
Receivables# 7,109.87 2,417.75 951.98 993.32 540.00 273.23 168.35 - 12,454.50
investments - - - - - - - - -
Direct Exposure
Lending fully secured by mortgages on residential property that is or Nil Nil
will be occupied by the borrower or that is rented: (Individual housing
loans up to Rs. 15 lakhs may be shown separately)
Lending secured by mortgage on commercial real estates(office Nil Nil
buildings, retail space, multipurpose commercial premises, multi –
family residential buildings, multi tenanted commercial premises,
industrial or warehouse space, hotels, land acquisition, development
and construction, etc.) exposure would also include non- fund based
(NFD) limits:
143
Investments in Mortgage Backed Securities (MBS) and other secured

exposures -
Indirect exposure
Fund based and non – fund based exposures on National Housing Bank Nil Nil
(NHB) and housing bank Companies (HFCs)
direct investment in equity shares, convertible bonds, convertible Nil Nil
debentures and units of equity-oriented mutual funds the corpus of
which is not exclusively invested in corporate debt;
advances against shares / bonds / debentures or other securities or Nil Nil
on clean basis to individuals for investment in shares (including IPOs /
ESOPs), convertible bonds, convertible debentures, and units of equity-
oriented mutual funds;
advances for any other purposes where shares or convertible bonds Nil Nil
or convertible debentures or units of equity oriented mutual funds are
taken as primary security;
advances for any other purposes to the extent secured by the collateral Nil Nil
security of shares or convertible bonds or convertible debentures or
units of equity oriented mutual funds i.e. where the primary security
other than shares / convertible bonds / convertible debentures / units
of equity oriented mutual funds 'does not fully cover the advances;
secured and unsecured advances to stockbrokers and guarantees Nil Nil
issued on behalf of stockbrokers and market makers;
loans sanctioned to corporates against the security of shares / bonds / Nil Nil
debentures or other securities or on clean basis for meeting promoter's
contribution to the equity of new companies in anticipation of raising
resources;
23.
144
11 (i) The company has obtained registration from following regulator apart from RBI

(ii) During the financial year 2022-23, BFSL have paid Rs. 48,000/- as penalty to RBI & Nil penalty to SEBI.
For related party transaction please refer note no. 37.
Please refer note no 39.
(vi) The short term debt rating of the company is A1+ by CRISIL Ratings Ltd and India Rating & Research
Pvt. Ltd. The long term debt rating is AAA/stable by India Rating & Research Pvt. Ltd, CRISIL Ratings
Ltd and ICRA Ltd. There is no change in the rating during FY 2022-23.
(vii) Revenue Recognition:-
For Revenue Recognition please refer note no. 1(f ).
Provision towards stage 3 assets 1,454.61 910.54
Provision for stage 1 and stage 2 assets 2,100.19 918.20
Other Provision and Contingencies (with details) - -
Provision for Gratuity - -
Provision for Expenses 1,287.66 485.61
Provision for CSR Expenses - -
percentage of Advance to largest twenty borrowers to total advances 0.18% 0.23%
of NBFC
145
iii) b) Concentration of Exposure
of NBFC
iii) c) Concentration of NPAs
* The exposure to NPA is only principal outstanding. The income is fully de-recognised and limit is already
Particulars % of NPAs to Total March 31, 2023 March 31, 2022
Advances in that sector
MSME Nil Nil Nil
Unsecured personal loans Nil Nil Nil
Other personal loans credit cards 5.09% 1,671.30 1,078.84
Opening balance 1,078.84 653.53
Add:- Additions during the year 2,111.71 1,597.91
Closing balance 1,671.30 1,078.84
Opening balance 168.31 -
Add:- Additions during the year 446.05 168.31
Less:-Reductions during the year 122.38 -
assets)
Add:-Provisions made during the year 1,401.44 664.82
Closing balance 1,454.60 910.57
146

i.) Summary information on complaints received by the NBFCs from customers and from the Offices
of Ombudsman
Sr. No Particulars March 31, 2023 March 31, 2022
Complaints received by the NBFC from its customers
1 Number of complaints pending at beginning of the year 779 294
2 Number of complaints received during the year 1,29,975 1,05,748
3 Number of complaints disposed during the year 1,30,652 1,05,263
3.1 Of which, number of complaints rejected by the NBFC
4 Number of complaints pending at the end of the year 102 779
Maintainable complaints received by the NBFC from Office of
Ombudsman
5* Number of maintainable complaints received by the NBFC 916 418
from Office of Ombudsman
5.1 Of 5, number of complaints resolved in favour of the NBFC by 905 416
Office of Ombudsman
5.2 Of 5, number of complaints resolved through conciliation/ 5 2
mediation/advisories issued by Office of Ombudsman
5.3 Of 5, number of complaints resolved after passing of Awards 11 2
by Office of Ombudsman against the NBFC
6* Number of Awards unimplemented within the stipulated time - -
(other than those appealed)
* It shall only be applicable to NBFCS which are included under The Reserve Bank - Integrated Ombudsman
Scheme, 2021
ii.) Top five grounds2 of complaints received by the NBFCs from customers
Grounds of Number of Number of % increase/ Number of Of 5, number

complaints, complaints complaints decrease in complaints of complaints
(i.e. complaints pending at received during the number pending at the pending
relating to) the beginning the year of complaints end of the year beyond 30
of the year received over the days
previous year
1 2 3 4 5 6
Current Year
Credit Card 779 1,29,975 23% 102 -
Total 779 1,29,975 23% 102 -
147
Grounds of Number of Number of % increase/ Number of Of 5, number

complaints, complaints complaints decrease in complaints of complaints
(i.e. complaints pending at received during the number pending at the pending
relating to) the beginning the year of complaints end of the year beyond 30
of the year received over the days
previous year
1 2 3 4 5 6
Previous Year
Credit Card 294 1,05,748 72% 779
Total 294 1,05,748 72% 779 -
16 Public disclosure on liquidity risk as at 31st March 2023
Name of significant counterparty Amount % of Total % of Total

Deposit Liability
5 (five) refer point 3 below for name of the counterparty. 20,248.80 N.A. 81.62%
Name of the bank Amount % to total

borrowing
Bank of Baroda 10,998.80 50.58%
HDFC Bank 5,000.00 22.99%
ICICI Bank 1,500.00 6.90%
IDBI Bank 1,500.00 6.90%
Hongkong & shanghai Banking Corporation 1,250.00 5.75%
Mirae Asset Mutual Fund 247.70 1.14%
Rajasthan Rajya Vidyut Karamchari Contributory Provident Fund 250.00 1.15%
Alpha Alternatives Msar Llp 200.00 0.92%
Bank Of Baroda Provident Fund Trust 150.00 0.69%
SPMCIL Employees Provident Fund Trust 130.00 0.60%
Total 21,226.50 97.61%

Bank lines 20,248.79 81.62%
Commercial paper 247.75 1.00%
NCD 1,249.29 5.04%
148
(v) Stock Ratios:
Sr, no Name of the instrument / product % of total public % of total Assets % of total
fund Liabilities
2 "Non- Convertible Debentures N.A. N.A. N.A.
(original maturity <1 years)"
(vi) Institutional set-up for liquidity risk management:- Liquidity represent the ability of the company to
generate sufficient cash flow to meet financial obligation, both under normal and stressed conditions,
without liquidating assets or raising funds at unfavourable terms. the operations of the company give rise
to Assets Liability mismatches and liquidity risks.
53 The Company does not own any Investment Property.
54 Corporate social responsibility (CSR) is not applicable to the Company and hence the disclosure for the
same is not required.
55 The Company does not have any transactions with companies struck off under section 248 of the Companies
Act, 2013 or section 560 of Companies Act, 1956.
56 The Company has not traded or invested in Crypto currency or Virtual Currency during the year financial
year 22-23.

149

CIN: U65990MH1994GOI081616
ATTENDANCE SLIP
Share Ledger Folio No. __________________________ Annual General Meeting on Thursday
Member’s Name _______________________________ At the Ground Floor, Baroda Corporate Centre, Bandra
Kurla Complex, Bandra (E), Mumbai – 400 051
at least 48 hours before the Meeting
__________________________ ______________________________

CIN: U65990MH1994GOI081616
Form No. MGT-11

Proxy Form
CIN: U65990MH1994GOI081616

E-mail Id : .........................................................................................................................................................................................
Folio No. : .........................................................................................................................................................................................
1. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
2. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
be held on Thursday the 28th day of September, 2023 the Ground Floor, Baroda Corporate Centre, Bandra Kurla Complex, Bandra (E),
Mumbai – 400 051and at any adjournment thereof in respect of such resolutions as are indicated below:
150
1 To receive, adopt and consider the Annual Financial Statements for the financial year ended 31st March 2023
and Report of the Board of Directors, Auditors and Comments of the Comptroller and Auditor General of India
thereon.
2 To appoint a director in place of Ms. Kadagatoor Venkateshmurthy Sheetal (DIN 09409028), who is retiring by
rotation and being eligible, offers herself for re-appointment.
Special Business
4 Increase in Authorised Share Capital and consequent alteration of Memorandum of Association of the Company
5 Re-appointment of Shri Shailendra Singh as the Managing Director- CEO of the Company
6 Appointment of Shri Sriraman Jagannathan as an Independent Non-executive Director of the Company
7 Appointment of Shri Debadatta Chand as a Non-Executive Director of the Company
8 Appointment of Shri Joydeep Dutta Roy as a Non-Executive Director of the Company
9 To amend the Articles of Association of the Company

Affix
Revenue
Stamp
Notes:
Venue: Ground Floor, Baroda Corporate Centre, Bandra Kurla Complex, A map is not to scale
Bandra (E), Mumbai – 400 051
151
NOTES
152
EASY
SELECT
PREMIER
PRIME
153
Annexure V
Annexure VI
ANNEXURE VII
DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT
The table below sets out the disclosure requirements as provided in PAS-4 and the relevant Sections in this General Information
Document where these disclosures, to the extent applicable, have been provided.
Sr. No Disclosure Requirements Details or Relevant Page of this

General Information Document
PART – A PRIVATE PLACEMENT OFFER LETTERs
1. GENERAL INFORMATION
i. Name, address, website and other contact details of the company Cover Page and page no.1
indicating both registered office and corporate office.
ii. Date of incorporation of the company; Cover page and page no.1
iii. Business carried on by the company and its subsidiaries with the details Section F
of
branches or units, if any;
iv. Brief particulars of the management of the company; Section H
a) Details of Board of Directors of the Company & their profile
b) Details of Key Management Personnel of the Company & their
profile
v. Names, addresses, DIN and occupations of the directors; Section H
vi. Management’s perception of risk factors; Section L
vii. Details of default, if any, including therein the amount involved, Cover Page
duration of
default and present status, in repayment of – Section H
1. Statutory Dues Section H
2. Debentures and Interests thereon Section H
3. deposits and interest thereon; Section H
4. loan from any bank or financial institution and interest
thereon.
viii. Name, designation, address and phone number, email ID of nodal/ Cover Page
compliance officer of the company
ix. Registrar of the Issue: Cover Page
x. Valuation Agency: NA
xi. Auditors Cover Page
xii. Any Default in Annual filing of the company under the Companies Act, There were no default in annual filing.
2013 or the rules made thereunder:
2. PARTICULARS OF THE OFFER
i. Financial position of the Company for the last 3 Financial Years: Section G
ii. Date of passing of board resolution; January 25, 2024
iii. Date of passing of resolution in the general meeting, authorizing the June 07, 2024
offer
of securities;
iv. Kinds of securities offered (i.e. whether share or debenture) and class Unsecured, Secured, Rated, Listed, tn
of security; the total numbers of shares or other securities to be issued the Nature of Non- Convertible
Debentures (“NCD”)
v. price at which the security is being offered including the premium, if Refer Summary Key terms
any,
alongwith justification of the price;
vi. name and address of the valuer who performed valuation of the security N.A
offered; and basis on which the price has been arrived at along with
report of the registered valuer:
vii. Relevant date with reference to which the price has been arrived at:
viii. The class or classes of persons to whom the allotment is proposed to be
made:
ix. Intention of Promoters, Directors or Key Managerial Personnel to NA
subscribe to the offer (applicable in case they intend to subscribe to
the offer):
x. The proposed time within which the allotment shall be completed: September 30, 2024
xi. The names of the proposed allottees and the percentage of post private NIL
placement capital that may be held by them:
xii. The change in control, if any, in the company that would occur No
consequent to the private placement:
xiii. The number of persons to whom allotment on preferential NA
basis/private placement/ rights issue has already been made during the
year, in terms of number of securities as well as price:
xiv. The justification for the allotment proposed to be made for NA
consideration other than cash together with valuation report of the
registered valuer:
xv. Amount which the company intends to raise by way of securities; Section O
xvi. Terms of raising of securities: Duration, if applicable, Rate of dividend Section O
or
rate of interest, mode of payment and repayment;
xvii. Proposed time schedule for which the offer letter is valid; Section O
xviii. Purposes and objects of the offer; Section O
xix. contribution being made by the promoters or directors either as part of N.A
the
offer or separately in furtherance of such objects;
xx. Principle terms of assets charged as security, if applicable; Section O
xxi. The details of significant and material orders passed by the Regulators, NA
Courts and Tribunals impacting the going concern status of the
company and its future operations:
xxii. The pre-issue and post-issue shareholding pattern of the company: Section H
3 MODE OF PAYMENT FOR SUBSCRIPTION:

• Cheque RTGS/NEFT/Cheque/Demand
• Demand Draft Draft/any other payment mode
• Other Banking Channels
4. DISCLOSURES WITH REGARD TO INTEREST OF

DIRECTORS, LITIGATION ETC.
i. Any financial or other material interest of the directors, promoters or Section H
key managerial personnel in the offer and the effect of such interest in
so far as it is different from the interests of other persons.
ii. details of any litigation or legal action pending or taken by any Ministry Section H
or Department of the Government or a statutory authority against any
promoter of the offeree company during the last three years
immediately preceding the year of the circulation of the offer letter and
any direction issued by such Ministry or Department or statutory
authority upon conclusion of such litigation or legal action shall be
disclosed
iii. remuneration of directors (during the current year and last three Section H
financial years);
iv. Related party transactions entered during the last three financial years Section H
immediately preceding the year of circulation of offer letter including
with regard to loans made or, guarantees given or securities provided
v. Summary of reservations or qualifications or adverse remarks of Section G
auditors in the last five financial years immediately preceding the year
of circulation of offer letter and of their impact on the financial
statements and financial position of the company and the corrective
steps taken and proposed to be taken by the company for each of the
said reservations or qualifications or adverse remark
vi. Details of any inquiry, inspections or investigations initiated or NA. The Company doesn’t have any
conducted under the Companies Act or any previous company law in subsidiary.
the last three years immediately preceding the year of circulation of
offer letter in the case of company and all of its subsidiaries. Also if
there were any prosecutions filed (whether pending or not) fines
imposed, compounding of offences in the last three years immediately
preceding the year of the offer letter and if so, section-wise details
thereof for the company and all of its subsidiaries
vii. Details of acts of material frauds committed against the company in the Section H
last three years, if any, and if so, the action taken by the company
5. FINANCIAL POSITION OF THE COMPANY

i. Capital structure of the Company Section H
• Details of authorized, issued, subscribed and paid up capital Section H
(number of securities, description and aggregate nominal value);
ii. • Size of the present offer As per the relevant Key Information
Document
iii. • paid up Capital before Refer Section H sub-section S (iv)
a. after offer The paid-up share capital after the
issue will remain unchanged.
b. after conversion of convertible instruments (if applicable) The Debentures being nonconvertible,
there will be
no change in the paid-up capital due to
conversion
c. share premium account (before and after the offer) there will be no change in the
balance of the share premium account.
iv. the details of the existing share capital of the issuer company in a tabular Section H
form, indicating therein with regard to each allotment, the date of
allotment, the number of shares allotted, the face value of the shares
allotted, the price and the form of consideration
v. Profits of the company, before and after making provision for tax, for Section G
the three financial years immediately preceding the date of circulation
of offer letter;
vi. The number and price at which each of the allotments were made in the Nil
last one year preceding the date of the private placement offer cum
application letter:
vii. Dividends declared by the company in respect of the said three financial No dividend was declared in last 3
years; interest coverage ratio for last three years (Cash profit after tax years
plus interest paid/interest paid) interest coverage ratio - NA
viii. A summary of the financial position of the company as in the three Section G
audited balance sheets immediately preceding the date of circulation of
offer letter;
ix. Audited Cash Flow Statement for the three years immediately Section G
preceding the date of circulation of offer letter;
x. Any change in accounting policies during the last three years and their FY 21-22 and FY 22-23 – There was
effect on the profits and the reserves of the company. no change.
During FY23 - 24 there was a change

in Write off Policy impacted to P&L-
the details as per the audited financials
is given below:-
During the financial year, Company

has change its write off policy from
"accounts classified as NPA for 180
days or more and for which no
payment is received for one year" to
"accounts classified as NPA for 180
days as of the end of every month" are
written off as Bad Debts. The net
impact (net of provision) of change in
policy on Profit and Loss for financial
year is Rs. 144.00 mn.
PART B-To be filled by the applicant / Investor

1) Name Application form
2) Father’s Name Application form
3) Complete Address including Flat/House Number, Street, Locality, Application form
PIN Code
4) Phone Number Application form
5) Email ID Application form
6) PAN Number Application form
7) Bank Account Details Application form
8) Tick whichever is applicable
(a) The applicant is not required to obtain Government approval under
the Foreign Exchange Management (Nondebt Instruments) Rules,
2019 prior to subscription of shares.-
(b) The applicant is required to obtain Government approval under the
Foreign Exchange Management (Non-debt Instruments) Rules, 2019
prior to subscription of shares and the same has been obtained, and is
enclosed
herewith.-
Signature
Initial of the Officer of the company designated to keep the record
6. A DECLARATION BY THE DIRECTORS THAT
i. the company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder
ii. the compliance with the said Act and the rules made thereunder do not imply that payment of dividend or interest or
repayment of preference shares or debentures, if applicable, is guaranteed by the Central Government; and
iii. the monies received under the offer shall be used only for the purposes and objects indicated in the private placement
offer cum application letter;
I am authorised by the Board of Directors of the company vide resolution number 148/2A dated March 27, 2024 to sign
this form and declare that all the requirements of the companies Act, 2013 and the rules made thereunder in respect of the
subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and the
attachments thereto is true, correct and complete and no information material to the subject matter of this form has been
suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum
of Association and Articles of Association. It is further declared and verified that all the required attachments have been
completely, correctly and legibly attached to this form.
SD/-
Date: September 25, 2024
Attachments:
• Copy of Board resolution
• Copy of shareholders resolution
• Cash Flow Statements
• Application Form
Annexure VIII
TH
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE 147 BOARD
MEETING OF THE COMPANY HELD ON THURSDAY, JANUARY 25, 2024, THROUGH
VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”), THE
VENUE OF THE MEETING DEEMED TO BE THE CORPORATE OFFICE OF THE
COMPANY AT 15TH FLOOR, 1502/1503/1504, DLH PARK, S.V. ROAD, GOREGAON
(WEST), MUMBAI – 400104
APPROVAL FOR ISSUANCE OF BONDS ON PRIVATE PLACEMENT BASIS
“RESOLVED THAT pursuant to the provisions of Sections 42, 71, 179 and other applicable
which may be agreed to by the Board and subject to the approval of the members of the
Company and other applicable provisions, if any, the approval of the Board, be and is hereby
accorded for raising funds by issue of Tier II bond of upto Rs. 100 Crore and Perpetual Tier I
bond of upto Rs.100 Crore in the nature of Unsecured Non-Convertible Debentures by way
of private placement, at par, in one or more tranches to eligible investors as identified by the
Board on such terms and conditions as the Board may deem fit and wherever necessary, in
consultation with the lead manager(s), financial advisor(s), underwriter(s), legal advisor(s),
and /or any other agency(ies) which the Board may deem fit and appropriate, however at any
given point of time the aggregate limits of funds raised / to be raised by the Company, including
issue of Debenture shall not exceed the overall borrowing limits of the Company, as may be
approved by the member(s) of the Company from time to time and to further list the Dentures
and Bonds on the stock exchange(s) in compliance with the applicable regulations through
resolution."
Sr. No. Designation Mode of Operation
1 Shailendra H. Singh (Managing Director & CEO)

[MD & CEO]
2 Ravindra Rai (Deputy Managing Director)
3 Pooja Karnani (Chief Financial Officer) [CFO]

Any two jointly
4 Roopesh Chandran (Chief Operating Officer)
[COO]
5 Sakshi Mehta (Company Secretary) [CS]
(c) seeking, if required, any approval, consent or waiver from the Company’s existing lenders,
and/or parties with whom the Company has entered into various commercial and other
agreements, and/or any/all concerned government and regulatory authorities in India, and/or
any other approvals, consent or waivers that may be required in connection with the issue,
offer and allotment of the Debentures;
(d) finalise the terms and conditions of the debenture issuance including but not limited to the
size and timing of the issue, coupon rate, number of tranches and/or series of Debentures to
be issued and the terms thereof, issue opening and closing dates, the deemed date of
allotment which are in line with the requirements of Securities and Exchange Board of India,
Reserve Bank of India, stock exchange(s) or any other regulatory authority;
same, as may be considered desirable or expedient), in accordance with all applicable laws,
rules, regulations and guidelines;
(g) do all such acts, matters, deeds and things that may be necessary in connection with the
above and do whatever is necessary or incidental to, for giving effect to the allotment of
Debentures.
(h) seeking and procuring the listing of the Debentures on any recognised stock exchange in
India, submitting the listing application to such stock exchange and taking all actions that may
be necessary in connection with obtaining such listing;
(i) entering into arrangements with any depositories in connection with issue of Debentures in
demat form;
(j) appointing the registrar and other intermediaries and service providers to the Issue, in
(k) authorizing of the maintenance of a register of holders of the Debentures; and
(l) nominating / appointing / delegating authority, from time to time, to other person(s) as
deed(s) / paper(s) / writing(s) / document(s) including security document(s), if any, as may be
required in connection with the Debenture issuance and allotment and that the Common Seal
of the Company, if necessary, be affixed thereto in the presence of such authorised
signatory(ies);
(m) generally doing any other act and/or deed, negotiating and executing any document/s,
application/s, agreement/s, undertaking/s, deed/s, affidavits, declarations and certificates
and/or giving such direction as it deems fit or as may be necessary or desirable with regard
the Issue.
are hereby, severally, authorized to sign any declaration(s), information memorandum/private
RESOLVED FURTHER THAT the Board hereby approves the listing of the Debentures on
BSE Limited (“BSE”) and in this regard the aforesaid authorised Signatories be and are
hereby, on behalf of the Company, authorised to finalize, execute and if required amend and
ratify the necessary or requisite agreement(s) with BSE and to do all such acts, deeds and
things and execute or ratify such documents, papers and writings as may be necessary for
the purpose including any amendments thereto and to provide all such documents and
information as may be required by the stock exchange, for the purposes of listing the
Debentures on BSE.
RESOLVED FURTHER THAT the Board of Directors hereby approves the enrolment of the
Company with any “Electronic Book Provider” for obtaining access to the “Electronic Platform”
for the private placement of the Debentures as per the applicable regulations issued by SEBI
and in this regard the Company be and is hereby authorised to finalize, execute and if required
amend and ratify the necessary or requisite agreement(s) with such Electronic Book Provider
and to do all such acts, deeds and things and execute or ratify such documents, papers and
writings as may be necessary for the purpose including any amendments thereto and to
provide all such documents and information as may be required by the Electronic Book
Provider in this regard.
the same.
RESOLVED FURTHER THAT the approval of the Board be and is hereby accorded for
appointing:
Issue or any transactions contemplated therein for the benefit of the holders of the Debentures
(“Debenture Trustee”);
(d) BOB Capital Markets Limited as the arranger to the Issue (“Arranger”).
RESOLVED FURTHER THAT the approval of the Board be and is hereby accorded to the
Company for:
Debenture Trustee;

attorney, declarations, memorandums, indentures, indemnities (including without limitation in
respect of stamp duty), undertakings, instruments and forms as may be required in relation to
or in connection with the Issue or pursuant to any other purpose mentioned in these
resolutions or to give effect to any transactions contemplated in such documents or the
Debenture Trust Deed for the benefit of the holder of the Debentures.
(The documents in (a) to (d) above are collectively referred to as the “Debenture Documents”);
and
Debenture Documents as may be required, from time to time, in relation to or in connection
with or pursuant to the Debenture Documents or to give effect to any transactions
contemplated in the Debenture Documents.
authorized, to:
behalf of the Company, including any amendments, modifications, supplements, restatements
or novations thereto (now or in the future);
make applications to, receive approvals from, any persons, authorized dealers, governmental
/ regulatory authorities, and RBI/ SEBI /Income Tax authorities or any Depository or Stock
Exchange;
contemplated therein and the resolutions mentioned herein.”
Signatories, their power to execute and deliver or cause to be executed or delivered the
Signatories.
Debentures.”
FOR BOBCARD LIMITED


by Sakshi Mehta
Mehta
Date: 2024.09.18
11:14:59 +05'30'
Sakshi Mehta
Company Secretary
ACS 47988
CTC/2024-25/76
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE FIRST
EXTRA-ORDINARY GENERAL MEETING OF BOBCARD LIMITED (FORMERLY KNOWN
AS BOB FINANCIAL SOLUTIONS LIMITED) (“THE COMPANY”) FOR THE F.Y. 2024-25
HELD ON FRIDAY, JUNE 07, 2024 AT MEETING ROOM NO 5A, 5TH FLOOR, BARODA
SUN TOWER, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI – 400 051
ISSUANCE OF NON-CONVERTIBLE DEBENTURE:
“RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable
which may be agreed to by the Board, the approval of the members of the Company be and
is hereby accorded to the Board for raising funds by issue of Tier II bonds of upto Rs. 100
Crore and Perpetual Tier I bond upto Rs.100 Crore in the nature of Unsecured Non-
Convertible Debentures by way of private placement, in one or more tranches to eligible
investors as identified by the Board on such terms and conditions as the Board may deem fit
and wherever necessary, in consultation with the lead manager(s), financial advisor(s),
underwriter(s), legal advisor(s), and /or any other agency(ies) which the Board may deem fit
and appropriate, however at any given point of time the aggregate limits of funds raised / to
be raised by the Company, including issue of Debenture shall not exceed the overall borrowing
limits of the Company, as may be approved by the member(s) of the Company from time to
time and to further list the Dentures and Bonds on the stock exchange(s) in compliance with
the applicable regulations through electronic book mechanism i.e. “Electronic Book Provider”
(“EBP”) platform of [BSE Limited], if required, and do such other acts as may be required in
this regard to give effect to this resolution.
Name & Designation Mode of Operation
Shri Ravindra Rai M. (Whole Time

Director)
Ms. Rupali Rane (Chief Financial Officer)

Any 2 jointly
Shri Roopesh Chandran (Chief Operating
Officer)
Ms. Sakshi Mehta (Company Secretary)
RESOLVED FURTHER THAT the Whole – Time Director and Company Secretary be and are
hereby severally authorized on behalf of the Company to do such acts, deeds and things as
may be deemed necessary or desirable in connection with the Issue, including, without
(a) giving or authorizing the giving by the above authorized signatories of such
declarations, affidavit, certificates, consents and authorities as may be required from
time to time;
(b) opening and operating any new bank accounts in the name of the Company as may
be required in this connection;
(c) seeking, if required, any approval, consent or waiver from the Company’s existing
lenders, and/or parties with whom the Company has entered into various commercial
and other agreements, and/or any/all concerned government and regulatory
authorities in India, and/or any other approvals, consent or waivers that may be
required in connection with the issue, offer and allotment of the Debentures;
(d) finalise the terms and conditions of the debenture issuance including but not limited to
the size and timing of the issue, coupon rate, number of tranches and/or series of
Debentures to be issued and the terms thereof, issue opening and closing dates, the
deemed date of allotment which are in line with the requirements of Securities and
Exchange Board of India, Reserve Bank of India, stock exchange(s) or any other
regulatory authority;
same, as may be considered desirable or expedient), in accordance with all applicable
laws, rules, regulations and guidelines;
(g) do all such acts, matters, deeds and things that may be necessary in connection with
the above and do whatever is necessary or incidental to, for giving effect to the
allotment of Debentures.
(h) Appointment of arranger to the issue.
(i) seeking and procuring the listing of the Debentures on any recognised stock exchange
in India, submitting the listing application to such stock exchange and taking all actions
that may be necessary in connection with obtaining such listing;
(j) entering into arrangements with any depositories in connection with issue of
Debentures in demat form;
(k) appointing the registrar and other intermediaries and service providers to the Issue, in
(l) authorizing of the maintenance of a register of holders of the Debentures; and
(m) nominating / appointing / delegating authority, from time to time, to other person(s) as
authorised signatory(ies) of the Company, for signing and executing any agreement(s)
/ deed(s) / paper(s) / writing(s) / document(s) including security document(s), if any, as
may be required in connection with the Debenture issuance and allotment and that the
Common Seal of the Company, if necessary, be affixed thereto in the presence of such
authorised signatory(ies);
(n) generally doing any other act and/or deed, negotiating and executing any document/s,
application/s, agreement/s, undertaking/s, deed/s, affidavits, declarations and
certificates and/or giving such direction as it deems fit or as may be necessary or
desirable with regard the Issue.
RESOLVED FURTHER THAT the Whole – Time Director and Company Secretary be and are
hereby, severally, authorized to sign any declaration(s), information memorandum/private
RESOLVED FURTHER THAT the consent of the member be and is hereby accorded the
listing of the Debentures on BSE Limited (“BSE”) and in this regard the aforesaid authorised
signatories be and are hereby, on behalf of the Company, authorised to finalize, execute and
if required amend and ratify the necessary or requisite agreement(s) with BSE and to do all
such acts, deeds and things and execute or ratify such documents, papers and writings as
may be necessary for the purpose including any amendments thereto and to provide all such
documents and information as may be required by the stock exchange, for the purposes of
listing the Debentures on BSE.
enrolment of the Company with any “Electronic Book Provider” for obtaining access to the
“Electronic Platform” for the private placement of the Debentures as per the applicable
regulations issued by SEBI and in this regard the Company be and is hereby authorised to
finalize, execute and if required amend and ratify the necessary or requisite agreement(s) with
such Electronic Book Provider and to do all such acts, deeds and things and execute or ratify
such documents, papers and writings as may be necessary for the purpose including any
amendments thereto and to provide all such documents and information as may be required
by the Electronic Book Provider in this regard.
the same.
RESOLVED FURTHER THAT the consent of the member be and is hereby accorded
accorded for appointing:
(a) India Ratings & Research Private Limited and CRISIL Ratings Limited as the credit
rating agencies (“Credit Rating Agencies”) in connection with the Issue;
(b) NSDL Database Management Limited, as the registrar and transfer agent in
connection with the Issue (“R&T Agent”);
Issue or any transactions contemplated therein for the benefit of the holders of the
Debentures (“Debenture Trustee”);
(d) BOB Capital Markets Limited or any other corporate / entity(ies) as deemed fit in the
interest of the Company as the arranger to the Issue (“Arranger”).
RESOLVED FURTHER THAT the consent of the member be and is hereby accorded to the
Company for:
Debenture Trustee;
attorney, declarations, memorandums, indentures, indemnities (including without
limitation in respect of stamp duty), undertakings, instruments and forms as may be
required in relation to or in connection with the Issue or pursuant to any other purpose
mentioned in these resolutions or to give effect to any transactions contemplated in
such documents or the Debenture Trust Deed for the benefit of the holder of the
Debentures.
(The documents in (a) to (d) above are collectively referred to as the “Debenture
Documents”); and
Debenture Documents as may be required, from time to time, in relation to or in
connection with or pursuant to the Debenture Documents or to give effect to any
transactions contemplated in the Debenture Documents.
authorized, to:
(a) negotiate, finalise, execute and deliver the above-mentioned Debenture Documents,
on behalf of the Company, including any amendments, modifications, supplements,
restatements or novations thereto (now or in the future);
(b) do all such acts, matters, deeds and things and to execute all documents, file forms
with, make applications to, receive approvals from, any persons, authorized dealers,
governmental / regulatory authorities, and RBI/ SEBI /Income Tax authorities or any
Depository or Stock Exchange;
(d) take all steps and do all things and give such directions, as may be required,
necessary, expedient or desirable for giving effect to the Debenture Documents, the
transactions contemplated therein and the resolutions mentioned herein.
signatories, their power to execute and deliver or cause to be executed or delivered the
signatories.
Debentures.”
For BOBCARD LIMITED


by Sakshi Mehta
Mehta Date: 2024.09.18

11:12:14 +05'30'
Sakshi Mehta
Company Secretary
ACS: 47988
CTC/2024-25/77
ITEM NOS. 3:
Pursuant to Section 42, 71 and other applicable provisions of the Companies Act, 2013 read
with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014,
("Prospectus and Allotment Rules") deals with private placement of securities by a Company
and pursuant to Securities and Exchange Board of India (Issue and Listing of Non-convertible
Securities) Regulations, 2021 including any modification, amendment, substitution or re-
enactment thereof and all other applicable SEBI Rules and Regulations and subject to the
provisions of any other applicable statues, Regulations, if any, as may be amended from time
to time and the provisions of the Memorandum of Association (MOA) and the Articles of
Association (AOA) of the Company. The rule 14(1) of the Prospectus and Allotment Rules
prescribes that, in case of an offer or invitation to subscribe to securities, the Company shall
obtain previous approval of its shareholders / members ("Members") by means of a special
resolution. The rule 14(1) of the Prospectus and Allotment Rules further prescribes that, in
case of the issue of non-convertible debentures ("NCDs"/Debenture) exceeding the limits
prescribed therein, it shall be sufficient to obtain such previous approval for the offers or
invitations for such NCDs issued during a period of 1 (one) year from the date of passing of
the resolution to the eligible investors.
Members may note that the Board of Directors of the Company (“the Board”) had, at its
meeting held on January 25, 2024, considered and accorded its consent, subject to Members'
approval, to issuance of Tier II Bonds in the nature of Unsecured Non-Convertible Debentures
not exceeding Rs. 100 cr. and Perpetual Tier I Bonds not exceeding Rs. 100 cr. on Private
Placement basis.
The said approval shall be the basis for the Board to determine the terms and conditions of
any issuance of non-convertible debentures by the Company, including the price at which such
non-convertible debentures are being issued on the basis of the prevailing market conditions.
Pursuant to Rule 14(1) of the Prospectus and Allotment Rules, the following disclosures are
being made by the Company to the Members:
Sr. Particulars Details

No.
1. Particulars of the offer including date of The Company proposes to issue Tier
passing of Board resolution. II Bonds in the nature of Unsecured
Non-Convertible Debentures not
exceeding Rs. 100 crores and
Perpetual Tier I Bonds not exceeding
Rs. 100 crores on a private placement
basis.
No.
The Board of Directors passed the

resolution on January 25, 2024 for the
proposed issue subject to approval of
the Shareholders of the Company.
2. Kinds of securities offered and the price Tier II Bonds in the nature of
at which security is being offered. Unsecured Non-Convertible
Debentures not exceeding Rs. 100
crores and Perpetual Tier I Bonds not
exceeding Rs. 100 crores are
proposed to be offered on private
placement basis.
The Bonds will be offered/issued either

at par or at premium or at a discount to
face value, which will be decided by
the Board for each specific issue, on
the basis of the interest rate/effective
yield determined, based on market
conditions prevailing at the time of the
respective issue and the nature and
form of the Bond(s) as may be decided
by the Board.
3. Basis or justification for the price Justification for the price is not
(including premium, if any) at which the applicable as the present issue is
offer or invitation is being made. related to the issue of non- convertible
Debentures, i.e. debt securities.
4. Name and address of valuer who Not Applicable in case of NCDs.

performed valuation.
5. Amount which the company intends to The Company intends to issue Tier II
raise by way of such securities. Bonds in the nature of Unsecured
Rs. 100 crores.
No.
The specific terms of each offer/issue
of Bonds shall be decided from time to
time, by the Board.
6. Material terms of raising such securities As determined by the Board prior to

allotment of the said NCDs.

of NCDs shall be decided from time to
time, within the period of 1 (One) year
from the date of the aforementioned
resolution, in discussions with the
respective stake holder(s). These
disclosures will be specifically made in
each private placement offer and
application letter for each offer/issue.
7. Proposed time Schedule Issue Opening Date:
Issue Closing Date:
Pay in Date:
Deemed Date of Allotment:
Exact dates to be based on final

information memorandum.
8. Purposes or objects of offer. For its future capital requirements, the

Company may explore the option of
issuance of Perpetual Bonds which
qualify as Tier I capital. The quantum
of issuance of such bonds is capped
@ 15% of the total Tier I capital (not
exceeding Rs. 100 Crore) which would
be issued during FY 24-25
9. Contribution being made by the promoters None

or directors either as part of the offer or
separately in furtherance of objects.
No.
10. Principle terms of assets charged as Not applicable as the present issue is
securities. related to issue of Unsecured
Debentures.
The Special resolution as set out in Item No. 3 of the Notice shall remain in force for the period
of 1 (One) year.
None of the promoter, directors and key managerial personnel of the Company and their
relatives are concerned or interested, financially or otherwise, in this resolution except to the
extent of their shareholding (if any) in the Company. The Board recommends the passing of
the resolution as special resolution.
For BOBCARD LIMITED

Sakshi Digitally signed by

Sakshi Mehta
Mehta Date: 2024.09.18

11:12:52 +05'30'
Sakshi Mehta
Company Secretary
ACS: 47988
CTC/2024-25/77
NOTICE OF EXTRA-ORDINARY GENERAL MEETING
Shorter Notice is hereby given that the First Extra-Ordinary General Meeting of BOBCARD
LIMITED (formerly known as BOB Financial Solutions Limited) for the financial year 2024-
25 will be held on June 07, 2024, Friday at 11:00 A.M. at, Meeting Room No 5A, 5th Floor,
Baroda Sun Tower, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 to transact
the following Special business:
1. Approval for increase in overall borrowing limits of the Company as per section
180 (1) (c) of the Companies Act, 2013:
To consider and if thought fit, to pass with or without modifications, the following resolution
as a Special Resolution:
“RESOLVED THAT in suppression of the earlier Resolution passed by the Members at their
Meeting held on December 12, 2022 and pursuant to 180(1)(c) of the Companies Act, 2013
and relevant rules framed thereunder (including any statutory modification(s) or re-
enactment thereof, for the time being in force) and any other applicable laws and provisions
of the Articles of Association of the Company, consent of the members be and is hereby
accorded to the Board of Directors of the Company ( hereinafter referred to as ‘Board which
term shall be deemed to include any Committee which the Board may have constituted or
hereinafter constitute to exercise its powers, including the powers conferred by this
Resolution) to borrow such sum of money(ies), from time to time at its discretion, with or
without security, and upon such terms and conditions as the Board may think fit, for the
purpose of business of the Company, notwithstanding that the moneys to be borrowed
together with the moneys already borrowed by the Company (apart from the temporary loans
obtained from the Company’s bankers in the ordinary course of business) will or may exceed
the aggregate of the paid-up capital of the Company and its free reserves and securities
premium, so that the total amount up to which the moneys may be borrowed by the Company
and outstanding at any time shall not exceed the sum of Rs.10,000 Crores (Rupees Ten
Thousand Crores);
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to do and perform all such acts, deeds, matters and things, execute such
documents as may be considered necessary, desirable or expedient for giving effect to this
Resolution.
RESOLVED FURTHER THAT the following authorized signatories of the Company, be and
are hereby authorised to do the following matters as per below mode of operation:

Director)
Any 2 jointly
Officer)
Page 1 of 15
i. sign and execute any agreement(s) / deed(s) / paper(s) / writing(s) / document(s)
including security document(s), if any, as may be required in connection with the
aforesaid borrowings and that the Common Seal of the Company, if required, be affixed
thereto in the presence of such authorised signatory(ies);
ii. nominate / appoint / delegate authority, from time to time, to other person(s) as
deed(s) / paper(s) / writing(s) / document(s) including security document(s), if any, as
may be required in connection with the borrowings and that the Common Seal of the
Company, if necessary, be affixed thereto in the presence of such authorised
signatory(ies);
iii. do all such acts and things and deal with all such matters and take all such steps as may
be necessary for giving effect to this resolution.”
2. Approval for increase in limits under section 180 (1) (a) of the Companies Act, 2013
for creating charge on the assets of the Company:
To consider and if thought fit, to pass with or without modifications, the following resolution
as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and all other applicable
provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) and in
accordance with the Memorandum and Articles of Association of the Company, the consent
of the members of the Company be and is hereby accorded to the Board of Directors of the
Company (hereinafter referred to as the “Board” which term shall include any Committee
constituted by the Board or any person(s) authorized by the Board) to create such charges,
mortgages and hypothecations in addition to the existing charges, mortgages and
hypothecations created by the Company, on such movable and immovable properties, both
present and future, for the purpose of due payment of the principal and/or together with
interest, charges, costs, expenses and all other monies payable by the Company in respect
of such borrowings and in such form, manner and with such ranking and on such terms &
conditions, as the Board may deem fit, in favour of the Lenders / Security Trustee, provided
that the aggregate indebtedness secured by the assets/properties of the Company shall not
at any time exceed the aggregate limit of Rs.10,000 Crores (Rupees Ten Thousand Crores
Only);
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to do and perform all such acts, deeds, matters and things, execute such
documents as may be considered necessary, desirable or expedient for giving effect to this
Resolution.
RESOLVED FURTHER THAT the following authorized signatories of the Company, be and
are hereby authorised to do the following matters as per below mode of operation:

Director) Any 2 jointly
Page 2 of 15
Officer)
i. sign and execute any agreement(s) / deed(s) / paper(s) / writing(s) / document(s)

including security document(s), if any, as may be required in connection with the
aforesaid borrowings and that the Common Seal of the Company, if required, be affixed
thereto in the presence of such authorised signatory(ies);
ii. nominate / appoint / delegate authority, from time to time, to other person(s) as
may be required in connection with the borrowings and that the Common Seal of the
Company, if necessary, be affixed thereto in the presence of such authorised
signatory(ies);
iii. do all such acts and things and deal with all such matters and take all such steps as may
be necessary for giving effect to this resolution.”
3. Issuance of Non-Convertible Debenture:
To consider and if thought fit, to pass with or without modification (s), the following
resolution as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable
provisions, if any, of the Companies Act, 2013 read with the rules framed there under, as
may be amended from time to time, pursuant to the provisions of the Securities and
Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021
read along with the SEBI Operational Circular dated August 10, 2021 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI LODR Regulations”), and other applicable provisions of the Companies Act,
2013 as amended from time to time and in accordance with the Memorandum and Articles
of Association of the Company, and listing agreements entered into/ to be entered into with
the stock exchange where the Bonds of the Company are proposed to be listed (“Stock
Exchange”) and subject to such approvals, consents, sanctions, permissions as may be
necessary from the Securities and Exchange Board of India (“SEBI”), the Stock Exchanges,
the Reserve Bank of India (“RBI”), all other appropriate statutory and regulatory authorities,
the creditors of the Company and/or any other person in this regard, and subject to such
conditions and modifications as may be prescribed by the respective statutory and/or
regulatory authorities while granting such approvals, consents, sanctions, permissions and
subject to such conditions or modifications which may be agreed to by the Board, the
approval of the members of the Company be and is hereby accorded to the Board for raising
funds by issue of Tier II bonds of upto Rs. 100 Crore and Perpetual Tier I bond upto Rs.100
Crore in the nature of Unsecured Non-Convertible Debentures by way of private placement,
in one or more tranches to eligible investors as identified by the Board on such terms and
conditions as the Board may deem fit and wherever necessary, in consultation with the lead
manager(s), financial advisor(s), underwriter(s), legal advisor(s), and /or any other
agency(ies) which the Board may deem fit and appropriate, however at any given point of
time the aggregate limits of funds raised / to be raised by the Company, including issue of
Debenture shall not exceed the overall borrowing limits of the Company, as may be approved
Page 3 of 15
by the member(s) of the Company from time to time and to further list the Dentures and
Bonds on the stock exchange(s) in compliance with the applicable regulations through
resolution.

Director)
Any 2 jointly
Officer)
RESOLVED FURTHER THAT the Whole – Time Director and Company Secretary be and
(c) seeking, if required, any approval, consent or waiver from the Company’s existing
lenders, and/or parties with whom the Company has entered into various commercial
and other agreements, and/or any/all concerned government and regulatory authorities
in India, and/or any other approvals, consent or waivers that may be required in
connection with the issue, offer and allotment of the Debentures;
(d) finalise the terms and conditions of the debenture issuance including but not limited to
the size and timing of the issue, coupon rate, number of tranches and/or series of
Debentures to be issued and the terms thereof, issue opening and closing dates, the
deemed date of allotment which are in line with the requirements of Securities and
Exchange Board of India, Reserve Bank of India, stock exchange(s) or any other
regulatory authority;
same, as may be considered desirable or expedient), in accordance with all applicable
laws, rules, regulations and guidelines;
Page 4 of 15
(g) do all such acts, matters, deeds and things that may be necessary in connection with
the above and do whatever is necessary or incidental to, for giving effect to the allotment
of Debentures.
(h) Appointment of arranger to the issue.
(i) seeking and procuring the listing of the Debentures on any recognised stock exchange
in India, submitting the listing application to such stock exchange and taking all actions
that may be necessary in connection with obtaining such listing;
(j) entering into arrangements with any depositories in connection with issue of Debentures
in demat form;
(k) appointing the registrar and other intermediaries and service providers to the Issue, in
(l) authorizing of the maintenance of a register of holders of the Debentures; and
(m) nominating / appointing / delegating authority, from time to time, to other person(s) as
may be required in connection with the Debenture issuance and allotment and that the
Common Seal of the Company, if necessary, be affixed thereto in the presence of such
authorised signatory(ies);
(n) generally doing any other act and/or deed, negotiating and executing any document/s,
application/s, agreement/s, undertaking/s, deed/s, affidavits, declarations and
certificates and/or giving such direction as it deems fit or as may be necessary or
desirable with regard the Issue.
RESOLVED FURTHER THAT the Whole – Time Director and Company Secretary be and
are hereby, severally, authorized to sign any declaration(s), information
memorandum/private placement offer letter/offer document, if any, on behalf of the Board of
Directors.
listing of the Debentures on BSE Limited (“BSE”) and in this regard the aforesaid authorised
signatories be and are hereby, on behalf of the Company, authorised to finalize, execute and
if required amend and ratify the necessary or requisite agreement(s) with BSE and to do all
such acts, deeds and things and execute or ratify such documents, papers and writings as
may be necessary for the purpose including any amendments thereto and to provide all such
documents and information as may be required by the stock exchange, for the purposes of
listing the Debentures on BSE.
enrolment of the Company with any “Electronic Book Provider” for obtaining access to the
“Electronic Platform” for the private placement of the Debentures as per the applicable
regulations issued by SEBI and in this regard the Company be and is hereby authorised to
finalize, execute and if required amend and ratify the necessary or requisite agreement(s)
with such Electronic Book Provider and to do all such acts, deeds and things and execute or
Page 5 of 15
ratify such documents, papers and writings as may be necessary for the purpose including
any amendments thereto and to provide all such documents and information as may be
required by the Electronic Book Provider in this regard.
Debentures admitted to the National Securities Depository Limited and the Central
Depository Services (India) Limited for dematerialization and to execute or ratify the
necessary or requisite agreement(s) with the depositories and any other agreements,
undertakings or other writings required for the issue of the Debentures in the dematerialised
form and the authorised signatories be and are hereby severally authorized to negotiate,
finalise and execute or ratify the same.
RESOLVED FURTHER THAT the consent of the member be and is hereby accorded
accorded for appointing:
Issue or any transactions contemplated therein for the benefit of the holders of the
Debentures (“Debenture Trustee”);
(d) BOB Capital Markets Limited or any other corporate / entity(ies) as deemed fit in the
interest of the Company as the arranger to the Issue (“Arranger”).
RESOLVED FURTHER THAT the consent of the member be and is hereby accorded to the
Company for:
Debenture Trustee;
attorney, declarations, memorandums, indentures, indemnities (including without
limitation in respect of stamp duty), undertakings, instruments and forms as may be
required in relation to or in connection with the Issue or pursuant to any other purpose
mentioned in these resolutions or to give effect to any transactions contemplated in such
documents or the Debenture Trust Deed for the benefit of the holder of the Debentures.
(The documents in (a) to (d) above are collectively referred to as the “Debenture
Documents”); and
Debenture Documents as may be required, from time to time, in relation to or in
connection with or pursuant to the Debenture Documents or to give effect to any
transactions contemplated in the Debenture Documents.
authorized, to:
behalf of the Company, including any amendments, modifications, supplements,
restatements or novations thereto (now or in the future);
make applications to, receive approvals from, any persons, authorized dealers,
Page 6 of 15
governmental / regulatory authorities, and RBI/ SEBI /Income Tax authorities or any
Depository or Stock Exchange;
contemplated therein and the resolutions mentioned herein.
lawyers, consultants or advisors as may be deemed necessary or prudent by such
authorised signatories, their power to execute and deliver or cause to be executed or
delivered the Debenture Documents and any other documents in connection therewith as
provided under these resolutions as may be deemed necessary or prudent by the aforesaid
authorised signatories.
Debentures.”

For BOBCARD LIMITED
(formerly known as BOB Financial Solutions
Limited)
Ravindra Rai M
Place : Mumbai Whole-Time Director
Date : June 3, 2024 DIN 08751442
Registered Office
2nd Floor 'Baroda House'
Mumbai - 400 102
Page 7 of 15
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED

TO APPOINT A PROXY OR PROXIES TO ATTEND AND TO VOTE ON HIS/HER
BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE
INSTRUMENT APPOINTING THE PROXY ENCLOSED HEREWITH SHOULD,
HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY
NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF
THE MEETING. A person can act as a proxy on behalf of members holding in the
aggregate not more than 10% of the total share capital of the Company carrying
voting rights. However, a Member holding more than 10% of the total share capital
of the Company carrying voting rights may appoint a single person as proxy and such
person shall not act as a proxy for any other shareholder.
2. An Explanatory Statements pursuant to section 102 (1) of the Companies Act 2013,
in respect of special business as set out above under item No:- 1, 2 & 3 of the Notice
are annexed hereto.
3. Corporate members intending to send their authorized representatives to attend the

meeting are requested to send to the Company a certified copy of Board resolution
authorizing their representative to attend and vote on their behalf at the Meeting.
4. Relevant documents referred to in the above Notice and the accompanying

Explanatory Statements are open for inspection at the Corporate Office of the
Company during the business hours on any working day (except Sunday and
holidays) between 10.00 A.M. and 4.00 P.M. up to the date of the Extra-ordinary
General Meeting at 15th Floor, 1502/1503/1504, DLH Park, S.V. Road, Goregaon
(West), Mumbai – 400 104.
5. Members/Proxies should fill the Attendance Slip for attending the Meeting and bring
their Attendance to the Meeting
6. In terms of the requirements of the Secretarial Standard on General Meetings (SS-2)

a route map of the venue of the EGM is enclosed.
Page 8 of 15
ITEM NOS. 1 & 2:
With a view to maintain adequate liquidity and diversify exposure, the existing borrowing
limits need to be enhanced from the current approved level of Rs.5000 crores to Rs.10,000
crores to fund the working capital and proposed business growth requirements of the
Company.
The Board in its meeting dated May 03, 2024 approved the increase in borrowing limits from
Rs. 5000 crores to Rs.10,000 crores subject to the approval of the shareholders.
The Board recommends the Special Resolution set out at Item Nos. 1 and 2 of the Notice for
approval by the Members.
ITEM NO. 3:
The members are requested to note that, in order to meet its future capital requirements, the
Company may explore the option of issuance of Tier I Perpetual Bonds of upto Rs.100 crore
and Tier II Bonds upto Rs.100 crore in the nature of Unsecured Non-Convertible Debentures.
The quantum of issuance of Perpetual bonds is capped @ 15% of the total Tier I capital (not
exceeding Rs. 100 Crore) which would be issued during FY 24-25 in One or more tranches.
Pursuant to Section 42, 71 and other applicable provisions of the Companies Act, 2013 read
with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014,
("Prospectus and Allotment Rules") deals with private placement of securities by a Company
and pursuant to Securities and Exchange Board of India (Issue and Listing of Non-
convertible Securities) Regulations, 2021 including any modification, amendment,
substitution or re-enactment thereof and all other applicable SEBI Rules and Regulations
and subject to the provisions of any other applicable statues, Regulations, if any, as may be
amended from time to time and the provisions of the Memorandum of Association (MOA)
and the Articles of Association (AOA) of the Company. The rule 14(1) of the Prospectus and
Allotment Rules prescribes that, in case of an offer or invitation to subscribe to securities, the
Company shall obtain previous approval of its shareholders / members ("Members") by
means of a special resolution. The rule 14(1) of the Prospectus and Allotment Rules further
prescribes that, in case of the issue of non-convertible debentures ("NCDs"/Debenture)
exceeding the limits prescribed therein, it shall be sufficient to obtain such previous approval
for the offers or invitations for such NCDs issued during a period of 1 (one) year from the
date of passing of the resolution to the eligible investors.
Members may note that the Board of Directors of the Company (“the Board”) had, at its
meeting held on January 25, 2024, considered and accorded its consent, subject to
Members' approval, to issuance of Tier II Bonds in the nature of Unsecured Non-Convertible
Debentures not exceeding Rs. 100 cr. and Perpetual Tier I Bonds not exceeding Rs. 100 cr.
on Private Placement basis.
Page 9 of 15
The said approval shall be the basis for the Board to determine the terms and conditions of
any issuance of non-convertible debentures by the Company, including the price at which
such non-convertible debentures are being issued on the basis of the prevailing market
conditions.
Pursuant to Rule 14(1) of the Prospectus and Allotment Rules, the following disclosures are
being made by the Company to the Members:

No.
1. Particulars of the offer including date of The Company proposes to issue Tier
passing of Board resolution. II Bonds in the nature of Unsecured
Rs. 100 crores on a private placement
basis.
The Board of Directors passed the

resolution on January 25, 2024 for the
proposed issue subject to approval of
the Shareholders of the Company.
2. Kinds of securities offered and the Tier II Bonds in the nature of
price at which security is being offered. Unsecured Non-Convertible
Debentures not exceeding Rs. 100
crores and Perpetual Tier I Bonds not
exceeding Rs. 100 crores are
proposed to be offered on private
placement basis.
The Bonds will be offered/issued

either at par or at premium or at a
discount to face value, which will be
decided by the Board for each specific
issue, on the basis of the interest
rate/effective yield determined, based
on market conditions prevailing at the
time of the respective issue and the
nature and form of the Bond(s) as may
be decided by the Board.
3. Basis or justification for the price Justification for the price is not
(including premium, if any) at which the applicable as the present issue is
offer or invitation is being made. related to the issue of non- convertible
Debentures, i.e. debt securities.
4. Name and address of valuer who Not Applicable in case of NCDs.
performed valuation.
5. Amount which the company intends to The Company intends to issue Tier II
raise by way of such securities. Bonds in the nature of Unsecured
Page 10 of 15
No.
Rs. 100 crores.

of Bonds shall be decided from time to
time, by the Board.
6. Material terms of raising such securities As determined by the Board prior to
allotment of the said NCDs.

of NCDs shall be decided from time to
time, within the period of 1 (One) year
from the date of the aforementioned
resolution, in discussions with the
respective stake holder(s). These
disclosures will be specifically made
in each private placement offer and
application letter for each offer/issue.
7. Proposed time Schedule Issue Opening Date:
Issue Closing Date:
Pay in Date:
Deemed Date of Allotment:
Exact dates to be based on final

information memorandum.
8. Purposes or objects of offer. For its future capital requirements, the
Company may explore the option of
issuance of Perpetual Bonds which
qualify as Tier I capital. The quantum
of issuance of such bonds is capped
@ 15% of the total Tier I capital (not
exceeding Rs. 100 Crore) which
would be issued during FY 24-25
9. Contribution being made by the None
promoters or directors either as part of
the offer or separately in furtherance of
objects.
10. Principle terms of assets charged as Not applicable as the present issue is
securities. related to issue of Unsecured
Debentures.
The Special resolution as set out in Item No. 3 of the Notice shall remain in force for the
period of 1 (One) year.
Page 11 of 15

For BOBCARD LIMITED
(formerly known as BOB Financial Solutions
Limited)
Ravindra Rai M
Place : Mumbai Whole-Time Director
Date : June 03, 2024 DIN 08751442
Registered Office
2nd Floor 'Baroda House'
Mumbai - 400 102
ATTENDANCE SLIP
PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE
MEETING HALL
I/ We hereby record my/our presence at the First Extra-Ordinary General Meeting of

BOBCARD LIMITED (formerly known as BOB Financial Solutions Limited) for the FY 2024-
25 held on June 07, 2024, Friday at 11:00 A.M. at, Meeting Room No 5A, 5th Floor, Baroda
Sun Tower, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051
Name: _____________________________________________________
Folio No: ______________ No. of Shares held: __________________
Name of Proxy / Representative, if any: _______________________
Signature of shareholder(s)/Proxy/ Representative: _____________________
Page 12 of 15
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the
Companies (Management and Administration) Rules, 2014]
Name
Address
Email Id
Folio No.
I / We, being the Member(s) of __________ Equity Shares of the above named Company,
hereby appoint:
1. Name:
_____________________________________________________________________
___________________________
Address:
________________________________________________________________________
_____________________
Email ID:
________________________________________________________________________
_____________________
Signature:
________________________________________________________________________
or failing him/her
2. Name:
_____________________________________________________________________
___________________________
Address:
________________________________________________________________________
_____________________
Email ID:
________________________________________________________________________
_____________________
Signature:
________________________________________________________________________
or failing him/her
As my/our proxy to attend and vote for me/us and on my/our behalf First Extra-Ordinary
General Meeting of BOBCARD LIMITED (formerly known as BOB Financial Solutions
Limited) for the FY 2024-25 on June 07, 2024, Friday at 11:00 A.M. at, Meeting Room No
5A, 5th Floor, Baroda Sun Tower, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051:
Resolution Particulars For Against Abstain

No.
Special Business
1. Approval for increase in overall
borrowing limits of the Company as per
section 180 (1) (c) of the Companies Act,
2013.
Page 13 of 15
2. Approval for increase in limits under
section 180 (1) (a) of the Companies Act,
2013 for creating charge on the assets of
the Company.
3. Issuance of Non-Convertible Debenture
Signed this _______ day of _________ 2024

Affix
Re. 1.00
Signature of Shareholder:
Revenue
Stamp
Signature of Proxy holder (s):
Notes:
1. Proxy need not be member.
2. This form of proxy in order to be effective should be duly completed and deposited at
the Registered Office of the Company, not less than 48 hours before commencement
of the Meeting.
3. It is optional to indicate your preference. If you leave the “for”, “against” or “abstain”
column blank, the proxy will be entitled to vote in the manner as he/she may deem
appropriate.
Page 14 of 15
Route Map
Venue: Baroda Sun Tower, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051
Landmark: Near Jio World Garden
Page 15 of 15
Annexure IX
Annexure X

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(BCL/01/2024-25)

Private and Confidential – For Private

Key Information Document

Corporate Identification Number U65990MH1994GOI081616

Date: September 25, 2024

Details of Details of Details of Credit Rating Agency Details of Details of Arranger

Details of Details of Details of Credit Rating Agency Details of Details of Arranger

Email: Email: Email: Email: Email: Email: Email: Email:

Coupon Rate 8.47% p.a.

Coupon Payment Frequency Annually up till the call option

Redemption Date N.A

Redemption Amount ₹100,00,00,000/- (Rupees One Hundred Crores only)

Details of Debenture Trustee Beacon Trusteeship Limited.

No green Shoe option availed.

Details about Underwriting of the NA

Anchor Portion and Anchor NA

ISIN: Applied for

Interest Rate Parameter: Fixed Coupon

Bid opening and closing date: September 27, 2024

Mode of bidding: Closed Bidding

Manner of Allotment: Uniform Yield

Allotment Size Rs. 1,00,00,00,000/- (Rupees One Hundred Crores Only)

Manner of Settlement: Through Indian Clearing Corporation Limited (ICCL)

Trading Lot Size Rs.1,00,00,000/- (Rupees One Crore Only)

Settlement Cycle [T+1/ T+2] T+1

COVENANT TO PAY PRINCIPAL AND INTEREST

(a) Corporate Status

(b) Corporate Power and Authority

(d) Governmental Approvals

(f) Tax Returns and Payments

(g) Compliance with Applicable Law

(h) Material Adverse Effect

xvi. Other Information Covenants: The Issuer shall

FINANCIAL COVENANTS AND CONDITIONS

1. INTEREST RATE AND MANNER OF PAYMENT

There is no put option applicable in this Issue.

i. Default in payment of Coupon

ii. Default in performance of covenants and conditions

iii. Company ceases to carry on business

iv. Inability to pay debts

v. Proceedings against Company

vi. Misleading Information

viii. Expropriation / Nationalization

ix. Alteration to Memorandum or Articles

xii. Material Adverse Effect

8. CONSEQUENCES OF EVENT OF DEFAULT

ii. The notice shall contain the following:

AFFIRMATIVE COVENANTS OF THE ISSUER:

a) Updated list of the names and addresses of the Debenture holders;

b) Details of the interest due, but unpaid and reasons thereof;

e) Any other information as may be required by Trustee.

xxi. Anti-money laundering

xxii. True and Complete Disclosure

NEGATIVE COVENANTS OF THE ISSUER:

INFORMATION UNDERTAKINGS OF THE ISSUER:

1. debt-equity ratio of the Company on a standalone basis;

same has been paid or not;

4. debt service coverage ratio of the Company on a standalone basis;

5. interest service coverage ratio of the Company on a standalone basis;

6. details about the debenture redemption reserve;