Poonawalla Fincorp : Appointment

15 January 2022
BSE Limited	National Stock Exchange of India Limited
Corporate Relationship Department	The Listing Department,
25th Floor, Phiroze Jeejeebhoy Towers,	Exchange Plaza,
Dalal Street, Fort,	Bandra- Kurla Complex, Bandra (East),
Mumbai - 400 001.	Mumbai - 400 051.
BSE Scrip Code: 524000	NSE Symbol: POONAWALLA

Reference: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')

Subject: Change in Board composition

Dear Sir / Madam,

We wish to inform you that on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors through resolution passed by circulation on 15 January 2022, have approved the appointment of Mr. Sanjay Kumar (DIN: 0009466542) and Mr. G. Jagan Mohan Rao (DIN: 06743140), as Additional Directors in the capacity of Independent Non-Executive Director of the Company with effect from 15 January, 2022 on the Board of the Company subject to approval of the shareholders.

We are further pleased to inform you that the induction of Mr. Sanjay Kumar and Mr. G.Jagan Mohan Rao, will further strengthen the Board of the Company, as the directors would bring with them expertise and managerial insights,which would immensely benefit the Company. With their appointment, the Board of the Company shall now comprise of eight directors, of which more than half of the Board shall consist of Independent Directors.

The details required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September 2015 is given in the enclosed Annexure I and Annexure II.

You are requested to kindly take a note of the same.

Thanking you,

Yours faithfully,

For Poonawalla Fincorp Limited

(Formerly, Magma Fincorp Limited)

Shabnum Zaman

Company Secretary

ACS-13918

Encl.: As above.

Annexure - I

Appointment of Mr. Sanjay Kumar (DIN: 0009466542) as Additional Director on the Board of the Company

Sr	Details of event that	Information of such event
No.	needs to be provided
1	Reason for change viz.	Mr. Sanjay Kumar have been appointed as Additional Director in the
	appointment, resignation,	capacity of Non-Executive Independent Director on the Board of the
	removal,	Company.
	death or otherwise;
2	Date of	15 January 2022
	appointment/cessation(as	The office of Mr. Sanjay Kumar shall not be liable to retirement by
	applicable)Term of	rotation and is appointed as Independent Director for a term of 3
	appointment;	years subject to the approval of shareholders.
3	Disclosure of relationships	Mr. Sanjay Kumar is not related inter-se to any Director of the
	betweendirectors (in case	Company.
	of appointment of a
	director);
4	Information as required	Mr. Sanjay Kumar is not debarred from holding the office of
	pursuant to BSE Circular	Director by virtue of any SEBI Order or any other such authority.
	with ref. no. LIST/ COMP/
	14/ 2018-19 and
	the National Stock
	Exchange of India Ltd with
	ref. no. NSE/ CML/2018/
	24, both dated
	20th June, 2018.
5	Brief profile (in case of	Mr. Sanjay Kumar (aged 61 years) has over 38 years of rich working
	appointment);	experience in critical areas of Banking - Branch Banking, Credit
		Administration, International Operations, HRD & Training, Corporate
		Planning, Economic Research & Intelligence, and AML & Regulatory
		Compliances. Certified Anti-Money Laundering Specialist with
		excellent exposure to handling Group Compliance portfolio of the
		second largest Bank in India viz. Bank of Baroda.
		Headed the Compliance Function in Bank of Baroda as the Chief
		Group Compliance Officer in the rank of Chief General Manager,
		followed by as an Advisor on Compliance matters.
		Headed Hong Kong operations of Bank of Baroda for over 2 years and
		also worked as CFO of Bank of Baroda (for 1 year).
		He has wide experience in dealing with Indian Regulators, and
		overseas Regulators and Mr. Sanjay Kumar holds Master of Arts in
		Economics from Lucknow University and Bachelor of Commerce.

Annexure - II

Appointment of Mr. Mr. G. Jagan Mohan Rao (DIN: 06743140 ) as Additional Director on the Board of the Company

Sr	Details of event that	Information of such event
No.	needs to be provided
1	Reason for change viz.	Mr. G. Jagan Mohan Rao have been appointed as Additional Director in
	appointment, resignation,	the capacity of Non-Executive Independent Director on the Board of
	removal,	the Company.
	death or otherwise;
2	Date of	15 January 2022
	appointment/cessation(as	The office of Mr. G. Jagan Mohan Rao shall not be liable to retirement
	applicable)Term of	by rotation and is appointed as Independent Director for a term of 3
	appointment;	years subject to the approval of shareholders.
3	Disclosure of relationships	Mr. G. Jagan Mohan Rao is not related inter-se to any Director of the
	betweendirectors (in case	Company.
	of appointment of a
	director);
4	Information as required	Mr. G. Jagan Mohan Rao is not debarred from holding the office of
	pursuant to BSE Circular	Director by virtue of any SEBI Order or any other such authority.
	with ref. no. LIST/ COMP/
	14/ 2018-19 and
	the National Stock
	Exchange of India Ltd with
	ref. no. NSE/ CML/2018/
	24, both dated
	20th June, 2018.
5	Brief profile (in case of	Mr. G.Jagan Mohan Rao (aged 67 years) has served as the Managing
	appointment);	Director of Bank Note Paper Mill India Private Limited (BNPM) (A JV of
		SPMCIL - A Govt. of India Enterprise and BRBNMPL - A Subsidiary of RBI)
		between December 2013 to December 2018. He established the BNPM
		and ran it for five years successfully and was ranked as the biggest and
		the best mill in Asia.
		Prior to that he was the Principal Chief General Manager in Reserve Bank
		of India - Department of Banking Supervision, Central Office. He was
		credited with pioneering the introduction of risk-based supervision in
		India, which is now emulated by other Central Banks.
		In his career spanning over 33 years in the Bank, Mr. G.Jagan Mohan Rao
		has worked in areas of Currency Management, Exchange Control,
		Banking Supervision and Customer Services in senior executive capacity
		and as Principal Chief General Manager in the Department of Banking
		Supervision in RBI and has been part of Internal and External Working
		Groups and Committees in areas related to central banking.

He has also headed the Bhubaneshwar Regional Office as Regional Director of the Bank.

Mr. G.Jagan Mohan Rao holds MA (Economics) from Andhra University and graduated from Sir. C.R.R. College, Eluru.